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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 6, 2005 (June 1, 2005)

UNITED DEFENSE INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation or organization)
  001-16821
(Commission File
Number)
  52-2059782
(I.R.S. Employer
Identification No.)

1525 Wilson Boulevard, Suite 700
Arlington, Virginia 22209

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code:
(703) 312-6100



 


 

Item 1.01. Material Definitive Agreement

     On June 1, 2005, United Defense Industries, Inc. offered to enter into amendments to the employment agreements with the following executive officers:

     
Alexander J. Krekich
   
David V. Kolovat
   
Dennis A. Wagner, III
   
Thomas W. Rabaut
   
Francis Raborn
   

     It is anticipated that these individuals will counter execute the amendments presented to them and those amendments will become effective as of June 1, 2005. A copy of the amendment is filed herewith as Exhibit 10.1. The amendment revises certain payment arrangements under the agreement to bring certain of the provisions of the agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended.

     On June 1, 2005, United Defense Industries, Inc. also offered to enter into amendments to change of control protection agreements with the following executive officers:

     
Elmer L. Doty
   
Keith B. Howe
   
John W. Hendrix
   

     It is anticipated that these individuals will counter execute the amendments presented to them and those amendments will become effective as of June 1, 2005. A copy of the amendment is filed herewith as Exhibit 10.2. The amendment revises certain payment arrangements under the agreement to bring certain of the provisions of the agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended.

Item 9.01. Financial Statements and Exhibits.

     Financial Statements of Business Acquired.

     Not applicable.

     Pro Forma Financial Information.

     Not applicable.

     Exhibits.

The following exhibits are filed with this report pursuant to Item 1.01:

     
Exhibit No.
  Description
10.1
  Amendment to Employment Agreement dated June 1, 2005, between United Defense Industries, Inc. and various executive officers
10.2
  Amendment to Change of Control Protection Agreement dated June 1, 2005, between United Defense Industries, Inc. and various executive officers.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
    UNITED DEFENSE INDUSTRIES, INC.
Date: June 6, 2005   BY: /s/ David V. Kolovat

David V. Kolovat
Vice President, General Counsel and Secretary

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