-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QM5xkLToSYU9swzAsawv/tOHR1x3PFCRS+fFHWE9tqP9QqkMoBcqQecK+CdMxiFW jXEGjy303bRtl1UXSDkQ3w== 0000909518-96-000205.txt : 19960701 0000909518-96-000205.hdr.sgml : 19960701 ACCESSION NUMBER: 0000909518-96-000205 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 96588002 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 FORM 11K 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, 1995 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, 1995 (attached). Exhibits -------- 23.1 Consent of Ernst & Young LLP. 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 28th day of June, 1996. UIC 401(K) RETIREMENT SAVINGS PLAN By: /s/ Paul J. Michaud -------------------------------------------- Paul J. Michaud Committee Member Audited Financial Statements and Schedules UIC 401(k) Retirement Savings Plan Years ended December 31, 1995 and 1994 with Report of Independent Auditors UIC 401(k) Retirement Savings Plan Audited Financial Statements and Schedules Years ended December 31, 1995 and 1994 CONTENTS Report of Independent Auditors .......................................1 Financial Statements Statements of Net Assets Available for Plan Benefits...................2 Statements of Changes in Net Assets Available for Plan Benefits........3 Notes to Financial Statements..........................................4 Department of Labor Schedules Item 27a--Schedule of Assets Held for Investment Purposes.............10 Item 27d--Schedule of Reportable Transactions.........................11 ERNST & YOUNG LLP *One North Charles *Phone: 410 539 7940 Baltimore, Maryland 21201 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, 1995 and 1994, 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 provide 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, 1995 and 1994, 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 as of December 31, 1995 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rule 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 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 financial statements taken as a whole. ERNST & YOUNG LLP June 7, 1996 Ernst & Young LLP is a member of Ernst & Young International, Ltd. 1
UIC 401(k) Retirement Savings Plan Statements of Net Assets Available for Plan Benefits DECEMBER 31 1995 1994 ------------ ----------- ASSETS Investments, stated at fair value: Fidelity Magellan Fund $23,897,306 $16,558,075 Fidelity Managed Income Portfolio 18,627,395 17,766,454 Fidelity Growth & Income Fund 5,945,845 2,988,589 Fidelity Retirement Government Money Market Fund 1,181,631 721,253 Fidelity Contrafund 2,377,157 646,463 Fidelity Investment Grade Bond Fund 407,306 46,628 United Industrial Corporation Common Stock 231,465 67,025 Participant loans 1,276,836 837,497 ----------- ----------- Net assets available for Plan benefits $53,944,941 $39,631,984 =========== ===========
See accompanying notes. 2
UIC 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Plan Benefits YEAR ENDED DECEMBER 31 1995 1994 ----------- ------------ ADDITIONS Employee contributions $ 4,495,503 $ 3,775,610 Employer contributions 1,197,912 -- Rollover contributions 2,258,061 84,510 Investment income: Fidelity Magellan Fund 1,385,264 647,391 Fidelity Managed Income Portfolio 1,096,507 964,737 Fidelity Growth & Income Fund 287,152 201,597 Fidelity Retirement Government Money Market Fund 64,807 27,156 Fidelity Contrafund 180,475 -- Fidelity Investment Grade Bond Fund 18,903 1,062 United Industrial Corporation Stock Fund 7,990 2,860 Interest on loans to participants 90,846 65,487 ------------ ------------ Total investment income 3,131,944 1,910,290 ------------ ------------ 11,083,420 5,770,410 DEDUCTIONS Withdrawals 3,020,175 2,383,518 Net realized gain (loss) on investments 609,241 (60,051) Net unrealized appreciation (depreciation) in aggregate fair value of investments 5,640,471 (1,042,459) ------------ ------------ Net increase 14,312,957 2,284,382 Net assets available for Plan benefits at beginning of year 39,631,984 37,347,602 ------------ ------------ Net assets available for Plan benefits at end of year $ 53,944,941 $ 39,631,984 ============ ============
See accompanying notes. 3 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, Fidelity Retirement Government Money Market Fund, Fidelity Contrafund and Fidelity Investment Grade Bond Fund are reported at current redemption value. The United Industrial Corporation Common Stock is reported at market value, based on published market prices. The change in the difference between cost and market value is reflected in the statements of changes in net assets available for plan benefits as net unrealized appreciation or depreciation in the aggregate fair value of investments. The net realized gain or loss on investments is the difference between the proceeds and the specific cost of the investments. Rollover contributions represent transfers from other qualified retirement plans. Administrative expenses associated with the UIC 401(k) Retirement Savings Plan (the "Plan"), including the amount paid to Fidelity Management Trust Co. for acting as custodian of the investments of the Plan, were paid by United Industrial Corporation (the "Company") in 1995 and 1994. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the period. Actual results could differ from those estimates. 2. DESCRIPTION OF THE 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. 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. The Company matches employees' contributions and has a profit sharing provision as specified in the Plan document. Employer contributions are vested after five years of service. The Company is the named fiduciary which controls and manages the operations of the Plan and acts as Administrator. 4 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) All employees aged 21 or more who have completed six months of continuous employment and worked over 1,000 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 $9,240 for 1995 and 1994, respectively. Contributions to the Plan are invested in the available investment options in accordance with the participants' elections. All employee contributions to the Plan are immediately vested. The Company has the right to terminate the 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 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 1995 1994 -------------- -------------- Fidelity Magellan Fund $23,897,306 $16,558,075 Fidelity Managed Income Portfolio 18,627,395 17,766,454 Fidelity Growth & Income Fund 5,945,845 2,988,589 4. INCOME TAX STATUS The Internal Revenue Service has determined and informed the Plan by a letter dated January 16, 1996 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC), and is therefore not subject to tax under present income tax laws. The Plan sponsor believes that the Plan continues to qualify and operate as designed. 5 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 5. RECONCILIATION TO FORM 5500 The following differences were noted in comparing the Form 5500 for the year ended December 31, 1995 to the accompanying financial statements:
FORM 5500 AMOUNT PER LINE NUMBER AMOUNT PER FINANCIAL DESCRIPTION FORM 5500 STATEMENTS DIFFERENCE - ----------------------------------------------------------------------------------------------------------- 32 b (4)(C) Net gain (loss) on sale of assets $ 5,652 $ 609,241 $ (603,589) 32 b (5) Unrealized appreciation (depreciation) of assets (13,026) 5,640,471 (5,653,497) 32 b (6) Net investment gain from common/ collective trusts 1,096,507 - 1,096,507 32 b (10) Net investment gain from registered investment companies 8,128,880 - 8,128,880 - - Investment income from common/collective trusts and registered investment companies (excluding money market funds) - 2,968,301 (2,968,301) --------------------------------------------------------- $ 9,218,013 $ 9,218,013 $ - =========================================================
6
UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 6. STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION DECEMBER 31, 1995 -------------------------------------------------------------------------------------------------------------- FIDELITY FIDELITY RETIREMENT FIDELITY FIDELITY MANAGED GOVERNMENT FIDELITY INVESTMENT UIC MAGELLAN INCOME MONEY MARKET GROWTH & FIDELITY GRADE BOND COMMON FUND PORTFOLIO FUND INCOME FUND CONTRAFUND FUND STOCK FUND LOAN FUND TOTAL -------------------------------------------------------------------------------------------------------------- Investments at fair value $23,897,306 $18,627,395 $1,181,631 $5,945,845 $2,377,157 $407,306 $231,465 $52,668,105 Participant loans -- -- -- -- -- -- -- $1,276,836 1,276,836 -------------------------------------------------------------------------------------------------------------- Net assets available for Plan benefits $23,897,306 $18,627,395 $1,181,631 $5,945,845 $2,377,157 $407,306 $231,465 $1,276,836 $53,944,941 ============================================================================================================== DECEMBER 31, 1994 -------------------------------------------------------------------------------------------------------------- FIDELITY FIDELITY RETIREMENT FIDELITY FIDELITY MANAGED GOVERNMENT FIDELITY INVESTMENT UIC MAGELLAN INCOME MONEY MARKET GROWTH & FIDELITY GRADE BOND COMMON FUND PORTFOLIO FUND INCOME FUND CONTRAFUND FUND STOCK FUND LOAN FUND TOTAL -------------------------------------------------------------------------------------------------------------- Investments at fair value $16,558,075 $17,766,454 $721,253 $2,988,589 $646,463 $46,628 $67,025 $38,794,487 Participant loans -- -- -- -- -- -- -- $837,497 837,497 -------------------------------------------------------------------------------------------------------------- Net assets available for Plan benefits $16,558,075 $17,766,454 $721,253 $2,988,589 $646,463 $46,628 $67,025 $837,497 $39,631,984 ==============================================================================================================
7
UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 7. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1995 ------------------------------------------------------------------------------------------------------- FIDELITY FIDELITY RETIREMENT FIDELITY FIDELITY MANAGED GOVERNMENT FIDELITY INVESTMENT UIC MAGELLAN INCOME MONEY GROWTH & FIDELITY GRADE BOND COMMON FUND PORTFOLIO MARKET FUND INCOME FUND CONTRAFUND FUND STOCK FUND LOAN FUND TOTAL ------------------------------------------------------------------------------------------------------- ADDITIONS Employee contributions $1,784,582 $1,371,997 $154,438 $719,572 $336,221 $99,987 $28,706 $4,495,503 Employer contributions 453,605 378,525 50,821 187,476 86,331 32,277 8,877 1,197,912 Rollover contributions 444,335 577,324 338,381 434,188 285,378 123,958 26,385 $28,112 2,258,061 Investment income 1,385,264 1,096,507 64,807 287,152 180,475 18,903 7,990 90,846 3,131,944 ------------------------------------------------------------------------------------------------------- 4,067,786 3,424,353 608,447 1,628,388 888,405 275,125 71,958 118,958 11,083,420 DEDUCTIONS Withdrawals (1,108,839) (1,241,677) (74,133) (378,642) (81,932) (68,298) (3,387) (63,267) (3,020,175) Net realized gain (loss) on investments 452,708 -- -- 116,668 41,956 2,181 (4,272) -- 609,241 Net unrealized appreciation (depreciation) in aggregate fair value of investments 4,430,608 -- -- 996,958 200,851 15,156 (3,102) -- 5,640,471 Interfund transfers, net (503,032) (1,321,735) (73,936) 593,884 681,414 136,514 103,243 383,648 -- ------------------------------------------------------------------------------------------------------- Net increase 7,339,231 860,941 460,378 2,957,256 1,730,694 360,678 164,440 439,339 14,312,957 Net assets available for Plan benefits at beginning of year 16,558,075 17,766,454 721,253 2,988,589 646,463 46,628 67,025 837,497 39,631,984 ------------------------------------------------------------------------------------------------------- Net assets available for Plan benefits at end of year $23,897,306 $18,627,395 $1,181,631 $5,945,845 $2,377,157 $407,306 $231,465 $1,276,836 $53,944,941 =======================================================================================================
8
UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 7. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION (CONTINUED) YEAR ENDED DECEMBER 31, 1994 ------------------------------------------------------------------------------------------------------- FIDELITY FIDELITY RETIREMENT FIDELITY FIDELITY MANAGED GOVERNMENT FIDELITY INVESTMENT UIC MAGELLAN INCOME MONEY GROWTH & FIDELITY GRADE BOND COMMON FUND PORTFOLIO MARKET FUND INCOME FUND CONTRAFUND FUND STOCK FUND LOAN FUND TOTAL ------------------------------------------------------------------------------------------------------- ADDITIONS Employee contributions $1,633,999 $1,384,307 $101,643 $529,581 $94,512 $13,558 $18,010 -- $3,775,610 Rollover contributions 17,434 7,385 -- -- -- -- 453 $59,238 84,510 Investment income 647,391 964,737 27,156 201,597 -- 1,062 2,860 65,487 1,910,290 ------------------------------------------------------------------------------------------------------- 2,298,824 2,356,429 128,799 731,178 94,512 14,620 21,323 124,725 5,770,410 DEDUCTIONS Withdrawals (903,634) (1,139,240) (93,584) (182,109) (6,938) -- (2,674) (55,339) (2,383,518) Net realized gain (loss) on investments (54,420) -- -- (5,552) (787) -- 708 -- (60,051) Net unrealized depreciation in aggregate fair value of investments (887,068) -- -- (140,214) (7,671) (1,327) (6,179) -- (1,042,459) Interfund transfers, net (419,835) (570,551) (24,659) 390,865 567,347 33,335 14,409 9,089 -- ------------------------------------------------------------------------------------------------------- Net increase 33,867 646,638 10,556 794,168 646,463 46,628 27,587 78,475 2,284,382 Net assets available for Plan benefits at beginning of year 16,524,208 17,119,816 710,697 2,194,421 -- -- 39,438 759,022 37,347,602 ------------------------------------------------------------------------------------------------------- Net assets available for Plan benefits at end of year $16,558,075 $17,766,454 $721,253 $2,988,589 $646,463 $46,628 $67,025 $837,497 $39,631,984 =======================================================================================================
9 Department of Labor Schedules
UIC 401(k) Retirement Savings Plan Item 27a--Schedule of Assets Held for Investment Purposes December 31, 1995 DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT COST VALUE - --------------------------------------------------------------------------------------------------------------- Fidelity Magellan Fund 277,940 shares $19,775,951 $23,897,306 Fidelity Managed Income Portfolio 18,627,395 shares 18,627,395 18,627,395 Fidelity Growth & Income Fund 219,809 shares 4,981,892 5,945,845 Fidelity Retirement Government Money Market Fund 1,181,631 shares 1,181,631 1,181,631 Fidelity Contrafund 62,524 shares 2,184,474 2,377,157 Fidelity Investment Grade Bond Fund 55,190 shares 393,476 407,306 United Industrial Corporation Common Stock 40,255 shares 246,342 231,465 Participant loans $1,276,836 principal balance; interest rates from 7% to 14.5%; maturities to 10/18/10 1,276,836 1,276,836 ----------------------------------------- Total assets held for investment purposes $48,667,997 $53,944,941 =========================================
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UIC 401(k) Retirement Savings Plan Item 27d--Schedule of Reportable Transactions Year Ended December 31, 1995 CURRENT VALUE OF ASSET ON IDENTITY OF PARTY PURCHASE SELLING COST OF TRANSACTION INVOLVED DESCRIPTION OF ASSETS PRICE PRICE ASSET DATE NET GAIN - ----------------------------------------------------------------------------------------------------------------------------------- Category (iii)--Series of transactions in excess of 5% of plan assets - --------------------------------------------------------------------- Fidelity Investments Magellan Fund $5,302,985 $5,302,985 Fidelity Investments Magellan Fund $2,847,069 $2,394,361 2,847,069 $452,708 Fidelity Investments Contrafund 1,801,115 1,801,115 Fidelity Investments Contrafund 313,229 271,273 313,229 41,956 Fidelity Investments Growth & Income Fund 2,843,706 2,843,706 Fidelity Investments Growth & Income Fund 1,000,076 883,408 1,000,076 116,668 Fidelity Investments Managed Income Portfolio 4,623,924 4,623,924 Fidelity Investments Managed Income Portfolio 3,762,983 3,762,983 3,762,983 - There were no category (i), (ii) or (iv) reportable transactions during 1995.
11 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 23.1 Consent of Independent Auditors EX-23.1 2 INDEPENDENT AUDITORS CONSENT CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8, Reg. No. 33-57065) pertaining to the UIC 401(k) Retirement Savings Plan of United Industrial Corporation and in the related Prospectus of our report dated June 7, 1996, 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, 1995. ERNST & YOUNG LLP Baltimore, Maryland June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----