-----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, VP8IXnVTgOzQglKV9xwf09XlkqYPNAX1AZXYyD1wSHFpT3ejotWiU/bMKSKwKeur 0b1Jg13OhXqeaJ9i0dWenQ== 0000909518-98-000452.txt : 19980630 0000909518-98-000452.hdr.sgml : 19980630 ACCESSION NUMBER: 0000909518-98-000452 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-04252 FILM NUMBER: 98656278 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 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, 1997 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 570 Lexington Avenue New York, New York 10022 (Address of principal executive office) NYFS11...:\95\78495\0001\1708\FRM6298J.590 REQUIRED INFORMATION Item 4. The financial statements and schedules of the UIC 401(k) Retirement Savings Plan for the year ended December 31, 1997 (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 29th day of June, 1998. By: /s/ James H. Perry -------------------------------- James H. Perry Committee Member 3 AUDITED FINANCIAL STATEMENTS AND SCHEDULES UIC 401(K) RETIREMENT SAVINGS PLAN Years ended December 31, 1997 and 1996 with Report of Independent Auditors UIC 401(k) Retirement Savings Plan Audited Financial Statements and Schedules Years ended December 31, 1997 and 1996 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 Supplemental Schedules Line 27a--Schedule of Assets Held for Investment Purposes...................9 Line 27d--Schedule of Reportable Transactions..............................10 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, 1997 and 1996, 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, 1997 and 1996, 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, 1997 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 1997 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1997 financial statements taken as a whole. /s/ Ernst & Young LLP Baltimore, Maryland May 29, 1998 1 UIC 401(k) Retirement Savings Plan Statements of Net Assets Available for Plan Benefits
DECEMBER 31 1997 1996 ------------------------------------ ASSETS Cash $ 18,894 $ 36,697 Investments, stated at fair value: Fidelity Magellan Fund 29,569,273 25,130,876 Fidelity Managed Income Portfolio 18,245,430 18,669,141 Fidelity Retirement Government Money Market Fund 1,776,549 1,532,499 Fidelity Growth & Income Fund 14,254,151 9,519,034 Fidelity Contrafund 8,190,740 5,183,449 Fidelity Investment Grade Bond Fund 754,347 481,517 United Industrial Corporation Common Stock 801,651 281,075 Participant loans 1,707,539 1,553,359 ------------------------------------ Total investments 75,299,680 62,350,950 ------------------------------------ Net assets available for Plan benefits $75,318,574 $62,387,647 ====================================
See accompanying notes. 2 UIC 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Plan Benefits
YEAR ENDED DECEMBER 31 1997 1996 ------------------------------------ ADDITIONS Employee contributions $ 5,138,123 $ 4,746,692 Employer contributions 1,491,546 1,374,153 Rollover contributions 135,149 142,971 Investment income: Fidelity Magellan Fund 1,931,746 3,881,615 Fidelity Managed Income Portfolio 1,089,631 1,067,628 Fidelity Growth & Income Fund 653,678 432,968 Fidelity Retirement Government Money Market Fund 83,322 65,489 Fidelity Contrafund 767,190 342,958 Fidelity Investment Grade Bond Fund 39,013 32,184 United Industrial Corporation Stock Fund 20,466 9,350 Interest on loans to participants 159,329 131,151 ------------------------------------ Total investment income 4,744,375 5,963,343 ------------------------------------ 11,509,193 12,227,159 DEDUCTIONS Withdrawals (6,606,396) (3,969,114) Net realized and unrealized appreciation in aggregate fair value of investments 8,028,130 184,661 ------------------------------------ Net increase 12,930,927 8,442,706 Net assets available for Plan benefits at beginning of year 62,387,647 53,944,941 ------------------------------------ Net assets available for Plan benefits at end of year $75,318,574 $62,387,647 ====================================
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 1997 and 1996. 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. INCOME TAX STATUS The Plan obtained its latest determination letter on January 16, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. 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. 5 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, 1997 ------------------------------------------------------------------------------------------------------------------------ FIDELITY FIDELITY RETIREMENT FIDELITY FIDELITY MANAGED GOVERNMENT FIDELITY INVESTMENT UIC MAGELLAN INCOME MONEY MARKET GROWTH & FIDELITY GRADE BOND COMMON STOCK FUND PORTFOLIO FUND INCOME FUND CONTRAFUND FUND FUND LOAN FUND TOTAL ------------------------------------------------------------------------------------------------------------------------ Cash $ - $ - $ - $ - $ - $ - $ 18,894 $ - $ 18,894 Investments at fair value 29,569,273 18,245,430 1,776,549 14,254,151 8,190,740 754,347 801,651 - 73,592,141 Participant loans - - - - - - - 1,707,539 1,707,539 ------------------------------------------------------------------------------------------------------------------------ Net assets available for Plan benefits $29,569,273 $ 18,245,430 $1,776,549 $14,254,151 $8,190,740 $754,347 $820,545 $1,707,539 $75,318,574 ======================================================================================================================== DECEMBER 31, 1996 ------------------------------------------------------------------------------------------------------------------------ FIDELITY FIDELITY RETIREMENT FIDELITY FIDELITY MANAGED GOVERNMENT FIDELITY INVESTMENT UIC MAGELLAN INCOME MONEY MARKET GROWTH & FIDELITY GRADE BOND COMMON STOCK FUND PORTFOLIO FUND INCOME FUND CONTRAFUND FUND FUND LOAN FUND TOTAL ------------------------------------------------------------------------------------------------------------------------ Cash $ - $ - $ - $ - $ - $ - $ 36,697 $ - $ 36,697 Investments at fair value 25,130,876 18,669,141 1,532,499 9,519,034 5,183,449 481,517 281,075 - 60,797,591 Participant loans - - - - - - - 1,553,359 1,553,359 ------------------------------------------------------------------------------------------------------------------------ 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 ========================================================================================================================
6 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, 1997 ------------------------------------------------------------------------------------------------------------------ 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 $ 1,711,164 $ 1,125,415 $ 198,524 $ 1,161,161 $ 738,627 $131,652 $ 71,580 $ - $ 5,138,123 Employer contributions 474,114 339,193 104,766 301,981 207,041 43,912 20,539 - 1,491,546 Rollover contributions 48,493 261 11,900 49,131 24,639 725 - - 135,149 Investment income 1,931,746 1,089,631 83,322 653,678 767,190 39,013 20,466 159,329 4,744,375 ------------------------------------------------------------------------------------------------------------------ 4,165,517 2,554,500 398,512 2,165,951 1,737,497 215,302 112,585 159,329 11,509,193 DEDUCTIONS Withdrawals (2,897,011) (2,094,884) (214,493) (827,567) (459,255) (29,029) (29,037) (55,120) (6,606,396) Net realized and unrealized appreciation in aggregate fair value of investments 4,536,295 - - 2,518,129 613,067 16,639 344,000 - 8,028,130 Interfund transfers (1,366,404) (883,327) 60,031 878,604 1,115,982 69,918 75,225 49,971 - ------------------------------------------------------------------------------------------------------------------ Net increase 4,438,397 (423,711) 244,050 4,735,117 3,007,291 272,830 502,773 154,180 12,930,927 Net assets available for Plan benefits at beginning of year 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 ------------------------------------------------------------------------------------------------------------------ Net assets available for Plan benefits at end of year $29,569,273 $18,245,430 $1,776,549 $14,254,151 $8,190,740 $754,347 $820,545 $1,707,539 $75,318,574 ==================================================================================================================
7 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, 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 contributions $ 1,842,868 $ 1,153,351 $ 172,518 $ 878,040 $ 542,811 $110,817 $ 46,287 $ - $ 4,746,692 Employer contributions 504,701 358,276 74,249 239,219 144,180 39,429 14,099 - 1,374,153 Rollover contributions 28,486 7,215 1,476 63,806 24,061 12,687 5,240 - 142,971 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 aggregate fair value of investments (1,199,157) - - 988,863 405,381 (17,121) 6,695 - 184,661 Interfund transfers (2,123,776) (996,270) 185,790 1,228,098 1,538,854 (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 at beginning 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 ------------------------------------------------------------------------------------------------------------------ Net assets available for Plan benefits at end of year $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 ==================================================================================================================
8 Supplemental Schedules UIC 401(k) Retirement Savings Plan Line 27a--Schedule of Assets Held for Investment Purposes December 31, 1997
DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT COST VALUE - ------------------------------------------------------------------------------------------------------------- Fidelity Magellan Fund 310,373 shares $23,493,690 $29,569,273 Fidelity Managed Income Portfolio 18,245,430 shares 18,245,430 18,245,430 Fidelity Retirement Government Money Market Fund 1,776,549 shares 1,776,549 1,776,549 Fidelity Growth & Income Fund 374,125 shares 10,448,135 14,254,151 Fidelity Contrafund 175,654 shares 7,196,028 8,190,740 Fidelity Investment Grade Bond Fund 103,619 shares 737,796 754,347 United Industrial Corporation Common Stock 73,715 shares 538,608 801,651 Participant loans $1,707,539 principal balance; interest rates from 7% to 14.5%; maturities to October, 2012 0 1,707,539 ------------------------------------ Total assets held for investment purposes $62,436,236 $75,299,680 ====================================
9 UIC 401(k) Retirement Savings Plan Line 27d--Schedule of Reportable Transactions Year Ended December 31, 1997
TOTAL DOLLAR VALUE TOTAL DOLLAR IDENTITY OF PARTY NUMBER OF OF NUMBER OF VALUE OF INVOLVED DESCRIPTION OF ASSETS PURCHASES PURCHASES SALES SALES NET GAIN - ---------------------------------------------------------------------------------------------------------------------------------- Category (iii)--Series of transactions in excess of 5% of plan assets - --------------------------------------------------------------------- Fidelity Investments Magellan Fund 207 $5,409,725 166 $5,507,623 $1,007,441 Fidelity Investments Contrafund 182 3,845,984 91 1,451,760 190,798 Fidelity Investments Growth & Income Fund 204 5,231,110 125 3,014,122 535,218 Fidelity Investments Managed Income Portfolio 181 5,095,823 183 5,519,534 -
There were no category (i), (ii) or (iv) reportable transactions during 1997. 10 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of Independent Auditors EX-23 2 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, 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 29, 1998, 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, 1997. /s/ Ernst & Young LLP Baltimore, Maryland June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----