-----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, BSwKlYfOncgBVrA0quMg61NLf/9LmpTBFDmJimM/Q7jNYjmiZhVktDw2IjHUDTDb W0Wry7YNI37p3MK7pXd3QQ== 0000909518-97-000379.txt : 19970701 0000909518-97-000379.hdr.sgml : 19970701 ACCESSION NUMBER: 0000909518-97-000379 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 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: 97633290 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 UNITED INDUSTRIAL CORPORATION FORM 11K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [ X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 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 UIC 401(k) Retirement Savings Plan for the year ended December 31, 1996 (attached). Exhibits 23.1 Consent of Ernst & Young LLP. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the 401(k) Committee of the United Industrial Corporation 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 30th day of June, 1997. By: /s/ James H. Perry ---------------------- Name: James H. Perry Title: Committee Member AUDITED FINANCIAL STATEMENTS AND SCHEDULES UIC 401(K) RETIREMENT SAVINGS PLAN Years ended December 31, 1996 and 1995 with Report of Independent Auditors UIC 401(k) Retirement Savings Plan Audited Financial Statements and Schedules Years ended December 31, 1996 and 1995 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...................11 Item 27d--Schedule of Reportable Transactions...............................12 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, 1996 and 1995, 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, 1996 and 1995, 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, 1996 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 1996 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1996 financial statements taken as a whole. /s/ Ernst & Young LLP May 23, 1997 Baltimore, Maryland 1 UIC 401(k) Retirement Savings Plan Statements of Net Assets Available for Plan Benefits
DECEMBER 31 1996 1995 ------------------------------------- ASSETS Cash $ 36,697 $ - Investments, stated at fair value: Fidelity Magellan Fund 25,130,876 23,897,306 Fidelity Managed Income Portfolio 18,669,141 18,627,395 Fidelity Retirement Government Money Market Fund 1,532,499 1,181,631 Fidelity Growth & Income Fund 9,519,034 5,945,845 Fidelity Contrafund 5,183,449 2,377,157 Fidelity Investment Grade Bond Fund 481,517 407,306 United Industrial Corporation Common Stock 281,075 231,465 Participant loans 1,553,359 1,276,836 ------------------- ----------------- Total investments 62,350,950 53,944,941 ------------------- ----------------- Net assets available for Plan benefits $62,387,647 $ 53,944,941 =================== =================
See accompanying notes. 2 UIC 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Plan Benefits
YEAR ENDED DECEMBER 31 1996 1995 ---------------------------------------- ADDITIONS Employee contributions $ 4,746,692 $ 4,495,503 Employer contributions 1,374,153 1,197,912 Rollover contributions 142,971 2,258,061 Investment income: Fidelity Magellan Fund 3,881,615 1,385,264 Fidelity Managed Income Portfolio 1,067,628 1,096,507 Fidelity Growth & Income Fund 432,968 287,152 Fidelity Retirement Government Money Market Fund 65,489 64,807 Fidelity Contrafund 342,958 180,475 Fidelity Investment Grade Bond Fund 32,184 18,903 United Industrial Corporation Stock Fund 9,350 7,990 Interest on loans to participants 131,151 90,846 ---------------------------------------- Total investment income 5,963,343 3,131,944 ---------------------------------------- 12,227,159 11,083,420 DEDUCTIONS Withdrawals (3,969,114) (3,020,175) Net realized and unrealized appreciation in aggregate fair value of investments 184,661 6,249,712 ---------------------------------------- Net increase 8,442,706 14,312,957 Net assets available for Plan benefits at beginning of year 53,944,941 39,631,984 ---------------------------------------- Net assets available for Plan benefits at end of year $62,387,647 $53,944,941 ======================================== 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. Participant loans represent the outstanding principal balances of the loans and are valued at cost, which approximates current value. The change in the difference between cost and market value is reflected in the statements of changes in net assets available for benefits net of realized gains and losses as net realized and unrealized appreciation (depreciation) in the aggregate fair value of investments. The 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 1996 and 1995. 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 one year of continuous employment, consisting of at least 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 the annual IRS limit. 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. Additional 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 1996 1995 ------------------------------------- Fidelity Magellan Fund $25,130,876 $23,897,306 Fidelity Managed Income Portfolio 18,669,141 18,627,395 Fidelity Growth & Income Fund 9,519,034 5,945,845 Contrafund 5,183,449 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 Total Plan earnings on investments, as reported on Form 5500 lines 32 b (1) through (10), has been reported as Net realized and unrealized appreciation in aggregate fair value of investments and as investment income in the accompanying financial statements. 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, 1996 ----------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------- Cash $ - $ - $ - $ - $ - $ - $ 36,697 $ - $ 36,697 Investments at 25,130,876 18,669,141 1,532,499 9,519,034 5,183,449 481,517 281,075 60,797,591 fair value Participant loans - - - - - - - 1,553,359 1,553,359 =============================================================================================================== Net assets available for $ $18,669,141 $1,532,499 $9,519,034 $5,183,449 $ 481,517 $ 317,772 $1,553,359 $62,387,647 Plan benefits 25,130,876 =============================================================================================================== 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 $23,897,306 $18,627,395 $1,181,631 $5,945,845 $2,377,157 $407,306 $231,465 $ - $52,668,105 fair value Participant loans - - - - - - - 1,276,836 1,276,836 =============================================================================================================== Net assets available for $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 Plan benefits ===============================================================================================================
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, 1996 ----------------------------------------------------------------------------------------------------------------- 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 $1,842,868 $1,153,351 $172,518 $878,040 $542,811 $110,817 $46,287 $ - $4,746,692 contributions Employer 504,701 358,276 74,249 239,219 144,180 39,429 14,099 - 1,374,153 contributions Rollover 28,486 7,215 1,476 63,806 24,061 12,687 5,240 - 142,971 contributions Investment income 3,881,615 1,067,628 65,489 432,968 342,958 32,184 9,350 131,151 5,963,343 --------------------------------------------------------------------------------------------------------------- 6,257,670 2,586,470 313,732 1,614,033 1,054,010 195,117 74,976 131,151 12,227,159 DEDUCTIONS Withdrawals (1,701,167) (1,548,454) (148,654) (257,805) (191,953) (50,787) (2,015) (68,279) (3,969,114) Net realized and unrealized (depreciation) appreciation in (1,199,157) - - 988,863 405,381 (17,121) 6,695 - 184,661 aggregate fair value of investments Interfund transfers (2,123,776) (996,270) 185,789 1,228,098 1,538,855 (52,998) 6,651 213,651 - --------------------------------------------------------------------------------------------------------------- Net increase 1,233,570 41,746 350,868 3,573,189 2,806,292 74,211 86,307 276,523 8,442,706 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 at beginning of year =============================================================================================================== Net assets available for Plan benefits $25,130,876 $18,669,141 $1,532,499 $9,519,034 $5,183,449 $481,517 $317,772 $1,553,359 $62,387,647 at end of year ===============================================================================================================
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, 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 and unrealized appreciation (depreciation) in 4,883,316 - - 1,113,626 242,807 17,337 (7,374) - 6,249,712 aggregate fair value of investments Interfund transfers (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 16,558,075 17,766,454 721,253 2,988,589 646,463 46,628 67,025 837,497 39,631,984 beginning of year -------------------------------------------------------------------------------------------------------------- Net assets available for Plan benefits at $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 end of year ==============================================================================================================
9 Department of Labor Schedules 10 UIC 401(k) Retirement Savings Plan Item 27a--Schedule of Assets Held for Investment Purposes December 31, 1996
DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT COST VALUE - --------------------------------------------------------------------------------------------------------------- Fidelity Magellan Fund 311,604 shares $22,584,148 $25,130,876 Fidelity Managed Income Portfolio 18,669,141 shares 18,669,141 18,669,141 Fidelity Retirement Government Money Market Fund 1,532,499 shares 1,532,499 1,532,499 Fidelity Growth & Income Fund 309,764 shares 7,695,929 9,519,034 Fidelity Contrafund 122,976 shares 4,611,005 5,183,449 Fidelity Investment Grade Bond Fund 67,629 shares 481,063 481,517 United Industrial Corporation Common Stock 47,843 shares 289,793 281,075 Participant loans $1,553,359 principal balance; interest rates from 7% to 14.5%; maturities to October, 2011 1,553,359 1,553,359 --------------------------------------- Total assets held for investment purposes $57,416,937 $62,350,950 =======================================
11 UIC 401(k) Retirement Savings Plan Item 27d--Schedule of Reportable Transactions Year Ended December 31, 1996
TOTAL DOLLAR TOTAL DOLLAR IDENTITY OF PARTY INVOLVED NUMBER OF VALUE OF NUMBER OF SALES VALUE OF DESCRIPTION OF ASSETS PURCHASES PURCHASES SALES NET GAIN - ------------------------------------------------------------------------------------------------------------------------------------ Category (iii)--Series of transactions in excess of 5% of plan assets Fidelity Investments Magellan Fund 219 purchases $7,054,105 171 sales $4,621,378 $375,470 Fidelity Investments Contrafund 190 purchases 2,818,287 70 sales 417,376 25,620 Fidelity Investments Growth & Income Fund 208 purchases 3,395,248 106 sales 810,922 129,711 Fidelity Investments Managed Income Portfolio 190 purchases 3,487,463 169 sales 3,445,717 -
There were no category (i), (ii) or (iv) reportable transactions during 1996. 12 EXHIBIT INDEX Exhibit No. Description 23.1 Consent of Independent Auditors EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 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 May 23, 1997, 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, 1996. /s/ Ernst & Young LLP Baltimore, Maryland June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----