8-K

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): April 14, 2005

United Defense Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-16821	52-2059782
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 — Other Events

          Item 8.01. Other Events

          On April 14, 2005, United Defense Industries, Inc. (the “Company”) issued a press release announcing that it, together with BAE Systems North America Inc. (“BAE Systems”), received a request from the Department of Justice (the “DOJ”) for additional information (commonly referred to as a “second request”) in connection with BAE Systems’ pending acquisition of the Company.

          A second request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 during which the DOJ conducts its review of a transaction. While the companies do not know when the DOJ will complete its review, they continue to anticipate the merger will be completed midyear 2005, as previously announced.

          The press release is attached as exhibit 99.1 and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

          Item 9.01. Financial Statements and Exhibits

     (c) Exhibits.

Exhibit	Description
99.1	Press Release dated April 14, 2005

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SIGNATURE

     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: April 14, 2005	By:		/s/ David V. Kolovat
		Name:	David V. Kolovat
		Title:	Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated April 14, 2005

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EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Antitrust Review Extended for Proposed Acquisition by BAE Systems

ARLINGTON, VA — April 14, 2005—United Defense Industries, Inc. (NYSE: UDI) today announced that it, together with BAE Systems North America Inc., has received a request from the Department of Justice (DOJ) for additional information (commonly referred to as a “second request”) in connection with BAE Systems’ pending acquisition of United Defense. Both companies intend to address the request promptly.

A second request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 during which the DoJ conducts its review of a transaction. While the companies do not know when DoJ will complete its review, they continue to anticipate the merger will be completed midyear, as previously announced.

UDI and BAE Systems filed their antitrust notifications on March 14, 2005. DoJ and the Federal Trade Commission did not determine that DoJ would assume jurisdiction to review the transaction until April 4, after 22 days of the 30-day initial review period had already elapsed. The parties understand that in the remaining nine days, DoJ did not have adequate time to complete its review of the proposed transaction. UDI and BAE Systems are continuing to work with DoJ to respond to any remaining questions.

About United Defense Industries

United Defense designs, develops and produces combat vehicles, artillery, naval guns, missile launchers and precision munitions used by the U.S. Department of Defense and allies worldwide, and provides non-nuclear ship repair, modernization and conversion to the U.S. Navy and other U.S. Government agencies. To learn more about United Defense, visit www.uniteddefense.com.

Additional Information About the Merger and Where to Find It

United Defense has filed a proxy statement and other relevant materials with the SEC in connection with the proposed acquisition of United Defense by BAE Systems. This proxy statement has been mailed to the stockholders of United Defense. Stockholders of United Defense and investors are urged to read the proxy statement and other relevant materials because they contain important information about BAE Systems, United Defense, and the proposed merger that the stockholders should consider before making a decision about the merger. The proxy statement and other relevant materials, and any other documents filed with the SEC by United Defense, may be obtained free of charge at the SEC’s web site at www.sec.gov.

United Defense, and its directors and officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding United Defense’s directors and officers and their ownership of United Defense common stock is contained in the proxy statement that was filed with the SEC on April 6, 2005 and mailed to stockholders in connection with the proposed acquisition of United Defense by BAE Systems. Investors and stockholders may obtain additional information regarding the direct and indirect interests of United Defense and its directors and officers in the merger by reading the proxy statement.

About BAE Systems

BAE Systems is an international company engaged in the development, delivery and support of advanced defense and aerospace systems in the air, on land, at sea and in space.

BAE Systems North America is one of America’s foremost national security, aerospace and information systems companies. It is a leading provider of electronic and information-based systems and knowledge-based solutions that meet its customers’ mission effectiveness and operational safety needs. BAE Systems North America employs more than 30,000 people at sites across the United States and the United Kingdom and generates more than $5 billion in annual sales.

Forward Looking Statements

Information in this release may involve guidance, expectations, beliefs, plans, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to United Defense as of the date of the release, and United Defense assumes no obligation to update any such forward looking statements. The statements in this release are not guarantees of future performance and actual results could differ materially from United Defense’s current expectations. Numerous factors could cause or contribute to such differences. Such factors include risks and uncertainties specific to this transaction, including but not limited to adverse effects on the market price of the company’s common stock and on the company’s operating results because of failure to complete the transaction (due to failure to obtain stockholder or regulatory approvals or to satisfy all of the other conditions to the transaction). Please refer to United Defense’s Annual Report on Form 10 K for the year ended December 31, 2004 and in its other reports filed from time to time with the Securities and Exchange Commission for a further discussion of the factors and risks associated with its business.

Contact:

Jayne Schmitt, Investor Relations
United Defense
jayne.schmitt@udlp.com
(703) 312-6122

Doug Coffey, Media
United Defense
doug.coffey@udlp.com
(703) 312-6121

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