-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EMNXUSflyG4Tlhq/vlEEkS7+ZMdXrjT3E1hLRBmG+uNEEiyBNjHTVGpbIpvwHwgC KRKSfDDTBmXh3xGlKamnBA== 0000909518-94-000224.txt : 19941227 0000909518-94-000224.hdr.sgml : 19941227 ACCESSION NUMBER: 0000909518-94-000224 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19941223 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIAL CORP /DE/ CENTRAL INDEX KEY: 0000101271 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 952081809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04252 FILM NUMBER: 94566188 BUSINESS ADDRESS: STREET 1: 18 E 48TH ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127528787 MAIL ADDRESS: STREET 1: 18 E 48TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 11-K 1 12/31/93 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) X Annual Report Pursuant to Section 15(d) of the --- Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 OR Transition Report Pursuant to Section 15(d) of the --- Securities Exchange Act of 1934 for the transition period from _________ to __________ Commission File # 1-4252 UIC 401(K) RETIREMENT SAVINGS PLAN (Full title of the plan) UNITED INDUSTRIAL CORPORATION (Name of the issuer of the securities held pursuant to the plan) United Industrial Corporation 18 East 48th Street New York, New York 10017 (Address of principal executive office) REQUIRED INFORMATION Item 4. ------- The financial statements and schedules of the UIC 401(k) Retirement Savings Plan for the year ended December 31, 1993 (attached). Exhibits -------- 23.1 Consent of Ernst & Young LLP. NYFS11...:\95\78495\0001\1196\FRMD204L.240 Audited Financial Statements and Schedules UIC 401(k) Retirement Savings Plan Years ended December 31, 1993 and 1992 with Report of Independent Auditors UIC 401(k) Retirement Savings Plan Audited Financial Statements and Schedules Years ended December 31, 1993 and 1992 CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . Financial Statements Statements of Net Assets Available for Plan Benefits . . . . . . . Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Financial Statements . . . . . . . . . . . . . . . . . . . Department of Labor Schedules Item 27a--Schedule of Assets Held for Investment Purposes . . . . . Item 27d--Schedule of Reportable Transactions . . . . . . . . . . . REPORT OF INDEPENDENT AUDITORS Administrative Committee UIC 401(k) Retirement Savings Plan We have audited the accompanying statements of net assets available for plan benefits of the UIC 401(k) Retirement Savings Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at December 31, 1993 and the schedule of reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. December 19, 1994 /s/ Ernst & Young LLP UIC 401(k) Retirement Savings Plan Statements of Net Assets Available for Plan Benefits
DECEMBER 31 ASSETS 1993 1992 ----------- ----------- Investments, stated at fair value: Fidelity Magellan Fund $16,524,208 $12,550,327 Fidelity Managed Income Portfolio 17,119,816 17,159,791 Fidelity Retirement Government Money 710,697 606,457 Market Fund 2,194,421 978,054 Fidelity Growth & Income Fund 38,688 18,757 United Industrial Corporation Common 759,022 659,266 ----------- ----------- Stock 37,346,852 31,972,652 Participant loans Cash 750 - ------------ ----------- Net assets available for Plan benefits $37,347,602 31,972,652 ============ ===========
See accompanying notes. UIC 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Plan Benefits
YEAR ENDED DECEMBER 31 1993 1992 ----------- ----------- ADDITIONS Contributions $4,281,490 $4,348,796 Rollover contributions 187,109 552,775 Other 938 6,769 Investments income: Fidelity Magellan Fund $1,541,985 $1,751,608 Fidelity Managed Income Portfolio 993,957 1,030,459 Fidelity Retirement Government Money Market Fund 18,811 18,477 Fidelity Growth & Income Fund 113,437 77,948 United Industrial Corporation Common Stock Fund 1,804 803 Interest on loans to participants 63,701 56,005 --------------- ------------- Total investment income 2,733,695 2,935,300 --------------- ------------- 7,203,232 7,843,640 DEDUCTIONS Benefit payments 3,625,939 2,164,267 -------------- ------------- 3,625,939 2,164,267 Net realized gain (loss) on investments 251,912 (73,358) Net unrealized appreciation (depreciation) in aggregate fair value of investments 1,545,745 (906,492) -------------- -------------- Net increase 5,374,950 4,699,523 Net assets available for Plan benefits at beginning of year 31,972,652 27,273,129 -------------- -------------- Net assets available for Plan benefits at end of year $37,347,602 $31,972,652 ============== ==============
See accompanying notes. UIC 401(k) Retirement Savings Plan Notes to Financial Statements 1. SIGNIFICANT ACCOUNTING POLICIES Investments in the Fidelity Magellan Fund, Fidelity Growth & Income Fund, Fidelity Managed Income Portfolio and Fidelity Retirement Government Money Market Fund are reported at current redemption value. The United Industrial Corporation Common Stock is reported at market value, based on published market prices. Rollover contributions represent transfers from other qualified retirement plans. Administrative expenses associated with the Plan, including the amount paid to Fidelity Management Trust Co. for acting as custodian of the investments of the Plan, were paid by the Company in 1993 and 1992. 2. DESCRIPTION OF THE PLAN The UIC 401(k) Retirement Savings Plan (the "Plan") is a defined contribution plan. The purpose of the Plan is to encourage employees to save regularly and to provide additional funds upon retirement. All contributions are made by employees through payroll deductions and submitted to Fidelity Management Trust Company Cash Reserve Fund, then subsequently deposited in the investment option account(s) selected by the employee. United Industrial Corporation (the "Company") is the named fiduciary which controls and manages the operations of the Plan and acts as Administrator. All employees aged 21 or more who have completed six months of continuous employment and worked over 1000 hours with the Company (including its participating subsidiaries) are eligible to participate in the Plan. Participating employees contribute to the Plan through payroll deductions in amounts ranging from 2% to 15% of their earnings up to a limit of $8,994 and $8,728 for 1993 and 1992, respectively. Contributions to the Plan are invested in the available investment options in accordance with the participants' elections. All contributions to the Plan are immediately vested. Effective January 1, 1992, the Fidelity Institutional Retirement Services Company became the Trustee for the Plan. Under this arrangement the investment options available to the participants are the Fidelity Magellan Fund, Fidelity Managed Income Portfolio, Fidelity Retirement Government Money Market Fund, Fidelity Growth & Income Fund, and United Industrial Corporation Common Stock. UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN Effective March 1, 1994, two additional investment options, Fidelity Investment Grade Bond Fund and Fidelity Contrafund, became available to participants. The Company has the right to terminate Plan at any time. In the event of a termination, the participants accounts shall be distributed to them in cash or in property or in any combination of cash and property. Information about the Plan and the vesting and benefit provisions is contained in the Summary Plan Description of the UIC 401(k) Retirement Savings Plan. Copies are available from the Human Resources Department of the Company. 3. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets available for Plan benefits was as follows:
DECEMBER 31 1993 1992 ------------- ----------- Fidelity Magellan Fund $16,524,208 $12,550,327 Fidelity Managed Income Portfolio 17,119,816 17,159,791 Fidelity Growth & Income Fund 2,194,421 -
4. INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company, that the Plan is qualified and the trust established under the Plan is tax-exempt, under appropriate sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 5. STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1993 Fidelity Retirement Fidelity Government Fidelity Fidelity Managed Money Growth & Magellan Income Market Income UIC Common Loan Fund Portfolio Fund Fund Stock Fund Fund Total Investments at fair value $16,524,208 $17,119,816 $710,697 $2,194,421 $38,688 $36,587,830 Participant loans - - - - - $759,022 759,022 Cash - - - - 750 - 750 ------------ ------------ --------- ---------- -------- -------- ------------ Net assets available for Plan benefits $16,524,208 $17,119,816 $710,697 $2,194,421 $39,438 $759,022 $37,347,602 ============ ============ ========= ========== ======== ======== ============
December 31, 1992 Fidelity Retirement Fidelity Government Fidelity Fidelity Managed Money Growth & Magellan Income Market Income UIC Common Loan Fund Portfolio Fund Fund Stock Fund Fund Total Investments at fair value $12,550,327 $17,159,791 $606,457 $978,054 $18,757 $31,313,386 Participant loans - - - - - $659,266 659,266 ------------ ------------ --------- ---------- -------- -------- ------------- Net assets available for Plan benefits $12,550,327 $17,159,791 $606,457 $978,054 $18,757 $659,266 $31,972,652 ============ ============ ========= ========== ======== ======== =============
UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 6. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
Year ended December 31, 1993 Fidelity Fidelity Retirement Fidelity Fidelity Managed Government Growth & Magellan Income Money Market Income UIC Common Loan Fund Portfolio Fund Fund Stock Fund Fund Total ADDITIONS Contributions $1,780,361 $1,908,019 $ 96,820 $ 474,255 $ 22,035 $ 4,281,490 Rollover Contributions 67,424 71,201 21,600 23,040 3,844 187,109 Other - - 657 342 - $ (61) 938 Investment Income 1,541,985 993,957 18,811 113,437 1,804 63,701 2,733,695 ---------- ----------- --------- --------- -------- ---------- ----------- 3,389,770 2,973,177 137,888 611,074 27,683 63,640 7,203,232 DEDUCTIONS Benefit payments (1,395,162) (1,873,356) (63,920) (256,351) (1,950) (35,200) (3,625,939) Net realized gain (loss) on investments 220,390 - - 36,769 (5,247) - 251,912 Net unrealized appreciation (depreciation) in aggregate fair value of investments 1,413,068 - - 138,045 (5,368) - 1,545,745 Transfers 345,815 (1,139,796) 30,272 686,830 5,563 71,316 - ---------- ----------- ---------- ---------- --------- -------- ---------- Net increase (decrease) 3,973,881 (39,975) 104,240 1,216,367 20,681 99,756 5,374,950 Net assets available for Plan benefits at beginning of year 12,550,327 17,159,791 606,457 978,054 18,757 659,266 31,972,652 ----------- ----------- --------- ---------- -------- -------- ---------- Net assets available for Plan benefits at end of year $16,524,208 $17,119,816 $710,697 $2,194,421 $ 39,438 $759,022 $37,347,602 =========== =========== ======== ========== ======== ======== ===========
UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 6. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION (CONTINUED)
Year ended December 31, 1992 Fidelity Fidelity Retirement Fidelity Fidelity Managed Government Growth & Magellan Income Money Market Income UIC Common Loan Fund Portfolio Fund Fund Stock Fund Fund Total ADDITIONS Contributions $1,783,238 $ 2,312,234 $ 58,555 $ 181,067 $ 13,702 $ 4,348,796 Rollover Contributions 131,000 217,300 129,432 68,213 6,730 552,775 Other - (744) 7,512 1 - 6,769 Investment Income 1,751,608 1,030,459 18,477 77,948 803 $ 56,005 2,935,300 ---------- ----------- --------- --------- --------- ----------- ----------- 3,665,946 3,559,249 213,976 327,229 21,235 56,005 7,843,640 DEDUCTIONS Benefit payments (866,386) (1,143,668) (80,511) (9,778) - (63,924) (2,164,267) Net realized loss on investments (71,721) - - (1,637) - - (73,358) Net unrealized depreciation in aggregate fair value of investments (879,419) - - (20,702) (6,371) - (906,492) Transfers (239,690) (580,589) (22,655) 682,942 3,893 156,099 - ----------- ----------- --------- ---------- -------- -------- ---------- Net increase 1,608,730 1,834,992 110,810 978,054 18,757 148,180 4,699,523 Net assets available for Plan benefits at beginning of year 10,941,597 15,324,799 495,647 -0- -0- 511,086 27,273,129 ----------- ----------- --------- ---------- -------- -------- ---------- Net assets available for Plan benefits at end of year $12,550,327 $17,159,791 $606,457 $ 978,054 $ 18,757 $659,266 $31,972,652 =========== =========== ========= ========== ======== ======== ===========
DEPARTMENT OF LABOR SCHEDULES UIC 401(k) Retirement Savings Plan Item 27a--Schedule of Assets Held for Investment Purposes December 31, 1993
DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT COST VALUE Fidelity Magellan Fund 233,228 shares $ 14,127,772 $16,524,208 Fidelity Managed Income Portfolio 17,119,816 units 17,119,816 17,119,816 Fidelity Retirement Government 710,697 710,697 Money Market Fund 710,697 units Fidelity Growth & Income Fund 98,759 shares 2,077,078 2,194,421 United Industrial Corporation Common Stock 7,549 shares 50,427 38,688 Participant loans $759,022 principal balance; various maturities 759,022 759,022 ---------- ----------- Total assets held for investment purposes $ 34,844,812 $ 37,346,852 ============ ============
UIC 401(k) Retirement Savings Plan Item 27d--Schedule of Reportable Transactions Year Ended December 31, 1993
CURRENT VALUE OF ASSET ON IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN INVOLVED OF ASSETS PRICE PRICE ASSET DATE OR (LOSS) Category (iii)--Series of transactions in excess of 5% of plan assets --------------------------------------------------------------------- Fidelity Investments Magellan Fund $4,467,090 $4,467,090 Fidelity Investments Magellan Fund $2,126,667 $2,038,149 2,126,667 $88,518 Fidelity Investments Managed Income Portfolio 3,581,760 3,581,760 Fidelity Investments Managed Income Portfolio 3,621,734 3,621,734 3,621,734 -0- Fidelity Investments Growth & Income Fund 1,449,781 1,449,781 Fidelity Investments Growth & Income Fund 408,227 383,757 408,227 24,470
There were no category (i), (ii) or (iv) reportable transactions during 1993. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the 401(k) Committee of the UIC 401(k) Retirement Savings Plan (the "Plan"), which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of December, 1994. UIC 401(K) RETIREMENT SAVINGS PLAN By: /s/ Paul J. Michaud ------------------------------------- Name: Paul J. Michaud Title: Committee Member EXHIBIT INDEX Exhibit No. Description ----------- ----------- 23.1 Consent of Independent Auditors EX-23.1 2 CONSENT OF EARNST & YOUNG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the UIC 401(k) Retirement Savings Plan of United Industrial Corporation and in the related prospectus of our report dated December 19, 1994, with respect to the financial statements and supplemental schedules of the UIC 401(k) Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ Ernst & Young LLP Baltimore, Maryland December 20, 1994 NYFS11...:\95\78495\0001\1196\FRMD204L.240 -----END PRIVACY-ENHANCED MESSAGE-----