-----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, UAB8sDu0DBN6DKNtLiHFG1Jt1YvMx4WXc0H8GlfKc47jX01vRAly6k1h2mmyfGbq w1TZqwVxwkYJac9wH+4kuA== /in/edgar/work/20000627/0000909518-00-000422/0000909518-00-000422.txt : 20000920 0000909518-00-000422.hdr.sgml : 20000920 ACCESSION NUMBER: 0000909518-00-000422 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIAL CORP /DE/ CENTRAL INDEX KEY: 0000101271 STANDARD INDUSTRIAL CLASSIFICATION: [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: 661524 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 0001.txt ================================================================================ 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, 1999 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) NY2:\926058\02\j%j%02!.DOC\78495.0001 REQUIRED INFORMATION Item 4. - ------- The financial statements and schedule of the UIC 401(k) Retirement Savings Plan for the year ended December 31, 1999 (attached). Exhibits - -------- 23.1 Consent of Ernst & Young LLP. 2 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE UIC 401(K) RETIREMENT SAVINGS PLAN Years ended December 31, 1999 and 1998 with Report of Independent Auditors UIC 401(k) Retirement Savings Plan Audited Financial Statements and Supplemental Schedule Years ended December 31, 1999 and 1998 CONTENTS Report of Independent Auditors........................................1 Audited Financial Statements Statements of Net Assets Available for Benefits.......................2 Statements of Changes in Net Assets Available for Benefits............3 Notes to Financial Statements.........................................4 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year........8 Report of Independent Auditors Administrative Committee UIC 401(k) Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of the UIC 401(k) Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for 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 auditing standards generally accepted in the United States. 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 benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Harrisburg, Pennsylvania May 19, 2000 UIC 401(k) Retirement Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31 1999 1998 -------------------------------------- ASSETS Investments $112,883,353 $94,885,060 Due from broker 89,656 - -------------------------------------- Net assets available for benefits $112,973,009 $94,885,060 ====================================== See accompanying notes. 2 UIC 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1999 1998 ---------------------------------------- ADDITIONS Investment income: Net realized and unrealized appreciation in aggregate fair value of investments $ 6,897,790 $ 12,611,589 Interest and dividends 8,903,858 5,058,775 ---------------------------------------- 15,801,648 17,670,364 Contributions: Employee 6,128,017 5,354,917 Employer 1,492,659 1,878,406 Rollovers 746,115 312,671 ---------------------------------------- 8,366,791 7,545,994 ---------------------------------------- Total additions 24,168,439 25,216,358 DEDUCTIONS Benefit payments 6,080,490 5,649,872 ---------------------------------------- Net increase 18,087,949 19,566,486 Net assets available for benefits at beginning of year 94,885,060 75,318,574 ---------------------------------------- Net assets available for benefits at end of year $112,973,009 $ 94,885,060 ========================================
See accompanying notes. 3 UIC 401(k) Retirement Savings Plan Notes to Financial Statements Years ended December 31, 1999 and 1998 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the UIC 401(k) Retirement Savings Plan (the "Plan") have been prepared on the accrual basis of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION Investments in mutual funds are reported at current redemption value. The United Industrial Corporation Common Stock is reported at fair value, based on published market prices. Participant loans represent the outstanding principal balances of the loans and are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. DESCRIPTION OF THE PLAN GENERAL 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. United Industrial Corporation (the "Company" or "Employer") is the named fiduciary, which controls and manages the operations of the Plan and acts as Administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Additional information about the Plan and the vesting and benefit provisions is contained in the Plan Document of the UIC 401(k) Retirement Savings Plan. Copies are available from the Human Resources Department of the Company. 4 2. DESCRIPTION OF THE PLAN (CONTINUED) ELIGIBILITY Effective July 1, 1998, all full-time employees are eligible to participate in the Plan upon being hired, or if later, attainment of age 18. Part-time employees who have attained the age of 18 are eligible to participate in the Plan upon completion of 1,000 hours of service during their first 12 months of employment. If 1,000 hours of service are not completed during the first 12 months of employment, a part-time employee may participate when they have completed 1,000 hours of service during a Plan year. Prior to July 1, 1998, all employees aged 21 or more who had completed one year of continuous employment, consisting of at least 1,000 hours, with the Company (including its participating subsidiaries) were eligible to participate in the Plan. CONTRIBUTIONS Participating employees contribute to the Plan through payroll deductions in amounts not less than 2% of their earnings, and for certain participants from 2% to 15% of their earnings, up to the annual IRS limit. Contributions to the Plan are invested in the following available investment options in accordance with the participants' elections; Fidelity Magellan Fund, Fidelity Managed Income Portfolio, Fidelity Retirement Government Money Market Fund, Fidelity Growth and Income Fund, Fidelity Contrafund, Fidelity Investment Grade Bond Fund, United Industrial Corporation Common Stock Fund, Templeton Foreign A Fund, Invesco Total Return Fund, Fidelity Low Priced Stock Fund, and Spartan US Equity Index Fund. All employee contributions to the Plan are immediately vested. Employer contributions are 50% of employees' contributions up to 4% of employee compensation, and for certain participants 50% of employees' contributions up to 6% of compensation, as defined in the Plan Document. Employer contributions are vested after five years of service. Effective January 1, 1998, the Plan was amended to repeal the discretionary profit sharing provision of employer contributions. Employer contributions on the statement of changes in net assets available for benefits for the year ended December 31, 1998 include approximately $350,000 of profit sharing contributions related to 1997. 5 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) PAYMENT OF BENEFITS On termination of service or attainment of 59 1/2 years of age, any participant may elect to immediately receive a lump-sum distribution equal to his or her vested account balance. PARTICIPANT LOANS Participants may borrow from their fund accounts up to 50% of their vested account balance subject to a minimum of $1,000 and a maximum of $50,000. The loans are secured by the balance in the participant's account and bear interest at a rate determined by the Company. Principal and interest is paid ratably through payroll deductions and must be repaid over a period not to exceed 60 months, except in the case of a purchase of a primary residence. PARTICIPANT ACCOUNTS Each participant account is credited with the participant's contributions and an allocation of (a) the Employer's contributions and (b) investment income. Allocations are based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. ADMINISTRATIVE EXPENSES 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 1999 and 1998. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 6 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS During 1999 and 1998, the Plan's investments (including investments bought, sold as well as held during the year) appreciated (depreciated) in aggregate fair value as determined by quoted market prices as follows:
YEAR ENDED DECEMBER 31 1999 1998 ------------------------------------------ Mutual funds $ 6,964,100 $12,666,876 United Industrial Corporation common stock (66,310) (55,287) ------------------------------------------ Total net realized and unrealized appreciation in aggregate fair value $ 6,897,790 $12,611,589 ========================================== Investments that represent 5% or more of fair value of the Plan's net assets are as follows: DECEMBER 31 1999 1998 ------------------------------------------ Fidelity Magellan Fund $49,170,483 $38,403,907 Fidelity Managed Income Portfolio 19,858,963 18,921,786 Fidelity Growth & Income Fund 18,876,244 18,374,335 Fidelity Contrafund 13,524,003 10,069,014
4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated January 16, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 7 UIC 401(k) Retirement Savings Plan EIN: 95-2081809 Plan # 002 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT COST** VALUE - ------------------------------------------------------------------------------------------------------------- *Fidelity Management Trust Company Cash Reserve Fund $ 18,218 *Fidelity Magellan Fund 359,881 Shares 49,170,483 *Fidelity Managed Income Portfolio 19,858,963 Shares 19,858,963 *Fidelity Retirement Government Money Market Fund 3,079,105 Shares 3,079,105 *Fidelity Growth & Income Fund 400,260 Shares 18,876,244 *Fidelity Contrafund 225,325 Shares 13,524,003 *Fidelity Investment Grade Bond Fund 222,960 Shares 1,536,196 *United Industrial Corporation Common Stock 81,162 Shares Fund 750,749 Templeton Foreign A Fund 66,734 Shares 748,754 Invesco Total Return Fund 12,957 Shares 375,234 *Fidelity Low Priced Stock Fund 31,886 Shares 721,897 Spartan US Equity Index Fund 43,903 Shares 2,286,920 *Participant loans Interest rates from 7% to 14.5%; maturities to December, 2013 1,936,587 ------------------ Total assets held for investment purposes $ 112,883,353 ==================
*Party in interest **Historical cost is not required to be presented as all investments are participant-directed 8 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, hereunto duly authorized, on the 27th day of June, 2000. By: /s/ James H. Perry -------------------------------------- James H. Perry Committee Member EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of Independent Auditors EX-23.1 2 0002.txt 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 19, 2000, with respect to the financial statements and supplemental schedule of the UIC 401(k) Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP Harrisburg, Pennsylvania June 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----