-----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, LMMltPXBqaWrnTTMfaOVemnBva9p7S1V0FPEcAN9YumKf9urNxOY7cfTe4JJGfJ5 tz7qqAKa7P6XcnP8kvVaQA== 0000909518-02-000599.txt : 20020812 0000909518-02-000599.hdr.sgml : 20020812 20020812165155 ACCESSION NUMBER: 0000909518-02-000599 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020726 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020812 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04252 FILM NUMBER: 02727304 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127528787 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 8-K 1 mv8-12_8k.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ Date of Report (Date of Earliest Event Reported): July 26, 2002 UNITED INDUSTRIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-4252 95-2081809 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 570 LEXINGTON AVENUE, NEW YORK, NY 10022 - -------------------------------------------------------------------------------- (Address of Principal Executive offices) (Zip Code) (212) 752-8787 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 26, 2002, the Registrant issued a press release announcing that it had completed the previously announced sale of its transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration, and related assets and liabilities (such as accounts receivable, inventory, special tools and supplier contracts), to ALSTOM Transportation Inc. for approximately $19.2 million in cash, subject to post-closing adjustments. The purchase price was arrived at through arms-length negotiations and was based on the Registrant's net costs to perform the two contracts. The press release, which is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference, contains a more complete description of such event. An amendment to the agreement in respect of such sale was entered into concurrently with the completion of such sale, and is filed as Exhibit 99.2 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information Filed herewith is the unaudited pro forma condensed consolidated balance sheet of the Registrant as of June 30, 2002, which gives effect to the reported event as though it had occurred on that date. (c) Exhibits Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated July 26, 2002, announcing the completion of the previously announced sale of the Registrant's transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration to ALSTOM Transportation Inc. 99.2 Amendment to Master Agreement, dated as of July 26, 2002, among the Registrant, ALSTOM Transportation Inc. and ALSTOM Canada Inc. 2 PRO FORMA FINANCIAL INFORMATION On July 26, 2002, the Registrant completed the previously announced sale of its transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration, and related assets and liabilities (such as accounts receivable, inventory, special tools and supplier contracts), to ALSTOM Transportation Inc. The purchase price received by the Registrant was approximately $19,200,000 in cash, subject to post-closing adjustments. The following unaudited pro forma condensed consolidated balance sheet is based on the historical statements of the Registrant and gives effect to the sale of the transportation overhaul contracts and related assets and liabilities as discussed above, as though the sale had occurred on June 30, 2002. The Registrant has not presented unaudited pro forma condensed consolidated statements of operations because the reported event affects operations of the Registrant that have previously been reported as discontinued operations. The unaudited pro forma condensed consolidated balance sheet of the Registrant set forth below has been prepared by the Registrant's management and is shown for illustrative purposes only. This financial statement is not necessarily indicative of the future financial position of the Registrant, or of the financial position of the Registrant that would have actually occurred had the reported event been in effect as of the date presented. 3 UNITED INDUSTRIAL CORPORATION UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET JUNE 30, 2002
(Unaudited) (Unaudited) (Unaudited) Pro Forma Pro Forma As Reported Adjustments Results ------------------------------------------------- ASSETS: Current Assets Cash and cash equivalents $ 2,631 $ 4,069 (A) $ 6,700 Trade receivables 34,091 34,091 Inventories Finished goods & work-in-process 25,663 25,663 Materials & supplies 1,433 1,433 ----------------- ------------ 27,096 27,096 Federal income taxes receivable 4,636 4,636 Deferred income taxes 5,436 5,436 Prepaid expenses & other current assets 1,678 1,678 Assets of discontinued operations 124,473 (73,475)(B) 50,998 ----------------- ----------- ------------ Total Current Assets 200,041 (69,406) 130,635 Other assets 53,068 53,068 Property & equipment - less allowance for depreciation (2002 - $85,375) $ 19,127 $ 19,127 ----------------- ----------- ------------ $ 272,236 $(69,406) $202,830 ================= =========== ============ LIABILITIES AND SHAREHOLDER'S EQUITY - ------------------------------------------------ Current liabilities - ------------------------------------------------ Notes payable 2,100 2,100 Accounts payable 16,202 16,202 Accrued employee compensation & taxes 8,514 8,514 Customer advances 6,083 6,083 Provision for contract losses 1,921 1,921 Other current liabilities 7,170 7,170 Liabilities of discontinued operations 93,974 (69,406)(C) 24,568 ----------------- ----------- ------------ Total Current Liabilities 135,964 (69,406) 66,558 Other long-term liabilities 3,353 3,353 Deferred income taxes 11,220 11,220 Postretirement benefits other than pensions 22,889 22,889 Shareholders' Equity - ------------------------------------------------ Common stock $1.00 par value Authorized - 30,000,000 shares; outstanding 13,057,718 shares (net of shares in treasury) June 30, 2002 and December 31, 2002 (net of 14,374 14,374 Additional capital 91,369 91,369 Retained earnings 3,460 3,460 Treasury stock, at cost, 1,316,430 shares at June 30, 2002 and 1,502,280 shares at December 31, 2001 (10,393) (10,393) ----------------- ----------- ------------ Total Stockholder's Equity 98,810 - 98,810 ----------------- ----------- ------------ Total Liabilities and Stockholder's Equity 272,236 (69,406) 202,830 ================= =========== ============
4 UNITED INDUSTRIAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET A. The unaudited pro forma condensed consolidated balance sheet includes the cash received upon the sale of the transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration and related assets and liabilities, net of estimated expenses of the sale of approximately $3.6 million and of the paydown of associated liabilities retained by the Registrant. Additional cash proceeds of approximately $2.6 million relating to estimated working capital adjustments arising from July 2002 operations are excluded from the presentation. B. The unaudited pro forma condensed consolidated balance sheet gives effect to the sale of inventory and accounts receivable related to the aforementioned two transportation contracts. C. The unaudited pro forma condensed consolidated balance sheet gives effect to the sale of liabilities for customer advances, the reduction in reserves for contract losses related to the aforementioned two transportation contracts and the paydown of liabilities retained by the Registrant that were associated with the aforementioned contracts. 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. United Industrial Corporation Date: August 12, 2002 By: /s/ James H. Perry ------------------------------- James H. Perry Chief Financial Officer, Vice President and Treasurer EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated July 26, 2002, announcing the completion of the previously announced sale of the Registrant's transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration to ALSTOM Transportation Inc. 99.2 Amendment to Master Agreement, dated as of July 26, 2002, among the Registrant, ALSTOM Transportation Inc. and ALSTOM Canada Inc. EX-99 3 mv8k-ex99_1.txt 99.1 EXHIBIT 99.1 News Release UNITED INDUSTRIAL CORPORATION 570 LEXINGTON AVENUE, NEW YORK, NY 10022 Contact: Susan Fein Zawel Vice President Corporate Communications (212) 752-8787 United Industrial Divests Transportation Overhaul Business - Part of Continuing Strategy to Focus on Defense Operations - NEW YORK, July 26, 2002 -- United Industrial Corporation (NYSE: UIC) today announced that it has sold its transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration to ALSTOM Transportation Inc. for approximately $19.2 million. The price gives effect to certain price adjustments, including those in the originally agreed upon price set forth in the agreement previously announced on March 28, 2002. Richard R. Erkeneff, President and Chief Executive Officer of United Industrial, commented, "We are delighted to complete the sale of these transportation overhaul contracts, marking another step forward in our strategy to build shareholder value. The divestiture of these non-core programs advances our long-term objective of refocusing on our core defense and aerospace operations. In moving forward, we are particularly enthusiastic about our prospects in the areas of Unmanned Aerial Vehicles, Simulation and Test Systems, and Engineering and Maintenance Services. We have key competitive strengths in each of these areas as well as a substantial backlog of work and attractive growth opportunities." ALSTOM is the global specialist in energy and transport infrastructure. The Company serves the energy market through its activities in the fields of power generation, power transmission and distribution, and the transport market through its activities in rail and marine. ALSTOM's Transport Sector, with sales of 4.4 billion euros and a 17% market share, is a leading supplier to the rail industry world-wide. United Industrial Corporation is a company focused on the design and production of defense, training and energy systems. Its products include unmanned aerial vehicles, training and simulation systems, and automated aircraft test and maintenance equipment. The Company also offers logistical/engineering services for government-owned equipment and manufactures combustion equipment for biomass and refuse fuels. Except for the historical information contained herein, information set forth in this news release may contain forward-looking statements subject to risks and uncertainties which could cause the Company's actual results or performance to differ materially from those expressed or implied in such statements. The Company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. For additional information about the Company and its various risk factors, reference is made to the Company's most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission. For more information, please visit United Industrial's web site at www.unitedindustrial.com * * * * * * * 2 EX-99 4 mv8k-ex99_2.txt 99.2 EXHIBIT 99.2 AMENDMENT TO MASTER AGREEMENT Dated as of July 26, 2002 Reference is made to that certain Master Agreement dated as of March 27, 2002 (the "Agreement") between AAI Corporation ("AAI") and ALSTOM Transportation Inc. ("ALSTOM"). Terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. 1. Section 1.1 of the Agreement is hereby amended to add the following definition: "Base PFR" shall mean the Project Fiscal Report of AAI dated as of May 26, 2002 attached hereto as Exhibit D." 2. Section 2.5 of the Agreement is hereby amended in its entirety as follows: "2.5 Adjustment to the Purchase Price. The Purchase Price shall be subject to adjustment at the Closing as specified in this Section 2.5: (i) the Purchase Price shall be decreased by the amount of any cash received by AAI after the date of the Base PFR and prior to the Closing Date from NJT or MMTA under the NJT Contract or the MMTA Contract; (ii) the Purchase Price shall be increased by an amount equal to the difference between the "Contract Total" as set forth on the Closing PFR and the "Contract Total" as set forth on the Base PFR; and (iii) the Purchase Price shall be decreased by $3,639,202." 3. Section 2.8 of the Agreement is hereby amended by adding a new subsection (d) thereto as follows: "(d) Any amounts payable pursuant to Section 2.8(a) shall be paid in cash via wire transfer of immediately available funds to an account designed by the payee." 4. Section 4.5 of the Agreement is hereby amended in its entirety as follows: "4.5 Financial Information. AAI has delivered to ALSTOM copies of: (i) the Reference Date PFR; (ii) the Base PFR; and (iii) the Signing POH. The Reference Date PFR, the Base PFR and the Signing POH are accurate, complete and correct in all material respects, were derived on a reasonable basis from AAI's books and records (which books and records are maintained in accordance with GAAP) and have been prepared in accordance with AAI's books and records and past practices, applied on a consistent basis." 5. Section 4.7(d) of the Agreement is hereby amended in its entirety as follows: "(d) Receivables. All Receivables arose from, and the Receivables existing on the Closing Date will have arisen from, the performance of the NJT Contract and the MMTA Contract and the amounts thereof were properly reflected on the Reference Date PFR and the Base PFR and will be properly reflected on AAI's books and records in accordance with GAAP and consistent with past practice." 6. Section 6.5 of the Agreement is hereby amended in its entirety as follows: "6.5 Updated Financial Information. On the Closing Date, AAI shall deliver the Closing PFR to ALSTOM, together with the certificate of the Chief Financial Officer of AAI. On a date as soon as practicable following the Closing (but in no event later than 5 days following the end of the fiscal month of AAI in which the Closing occurs), AAI shall deliver the Post-Closing PFR to ALSTOM, together with the certificate of the Chief Financial Officer of AAI. The Closing PFR and the Post-Closing PFR will be accurate, complete and correct in all material respects, will be derived from AAI's books and records (which books and records are and will be maintained in accordance with GAAP), will be prepared in accordance with AAI's books and records and past practices, applied on a consistent basis, and will be prepared and calculated on the same basis and in the same manner as the Reference Date PFR and the Base PFR." 7. Section 6.12 of the Agreement is hereby amended in its entirety as follows: "6.12 CDS. At such time following the Closing as AAI and ALSTOM shall agree, or reasonably promptly upon request from ALSTOM following the Closing, AAI will deliver to ALSTOM possession of the source code for the Central Diagnostic System." 8. Article 6 of the Agreement is hereby amended by adding a new Section 6.15 thereto as follows: 2 "6.15 Turnover of Payments. If after the Closing Date AAI receives any payment from NJT or MMTA pursuant to the NJT Contract or the MMTA Contract, AAI shall hold such payment in trust for the benefit of ALSTOM and shall as soon as is practicable pay over the same to ALSTOM." 9. Article 10 of the Agreement is hereby amended by adding a new Section 10.16 thereto as follows: "10.16 ALSTOM Canada. ALSTOM Canada Inc. ("ACI") is hereby made a party to this Agreement for the purposes set forth in this paragraph. ALSTOM hereby assigns to ACI, and ACI hereby assumes, all of ALSTOM's rights and obligations under this Agreement relating to all Assigned Contracts issued to Canadian Persons (such Assigned Contracts, the "Canadian Contracts"). AAI hereby consents to such assignment and assumption; provided that ALSTOM shall not be released from its obligations with respect thereto. The parties hereto agree that, at Closing, all right, title and interest in and to the Canadian Contracts shall be transferred directly to ACI from AAI, and ACI shall have all rights and obligations under this Agreement with respect to the Canadian Contracts." AAI hereby certifies to ALSTOM that the payments indicated as having been made in the "Total" column of the NJT DBE Report and the "Payment (Cumulative)" column of the MMTA DBE Report attached hereto as Appendix A are true and correct in all material respects. As of the date hereof, AAI certifies there are pending disputes with only two vendors relating to the MMTA Contract and the NJT Contract: Wabco and TTA. AAI agrees that it shall use the proceeds from payment of the Purchase Price at Closing to pay the outstanding $1,152,841 owed by AAI to ALSTOM Transport S.A. - Villeurbanne Unit ("ATSA") and that immediately after receipt of the Purchase Price at Closing, AAI shall send such outstanding amount to ATSA via wire transfer. ALSTOM agrees that it will not seek an adjustment to the Purchase Price under Section 2.8 of the Agreement with respect to any amounts on the Project Fiscal Report of AAI dated as of July 7, 2002, attached hereto as Appendix B. Except as expressly modified hereby, the Agreement is hereby ratified and confirmed in all respects, and nothing contained herein shall be construed as a waiver by AAI or ALSTOM of any obligation of the other party under the Agreement. This amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of law rules other than Section 5-1401 of the New York General Obligations Law. 3 This amendment may be executed in several counterparts, each of which shall be deemed to be an original. Delivery of an executed counterpart of this amendment by telecopier shall be as effective as delivery of a manually executed counterpart of this amendment. AAI CORPORATION By: /s/ James H. Perry --------------------------------------------- Name: James H. Perry Title: Vice President and Chief Financial Officer ALSTOM Transportation Inc. By: /s/ Stephan Rambaud-Measson --------------------------------------------- Name: Stephan Rambaud-Measson Title: Senior Vice President ALSTOM Canada Inc. By: /s/ Pierre Martin --------------------------------------------- Name: Pierre Martin Title: President & CEO ALSTOM Canada Inc. By: /s/ Guy Blanchette --------------------------------------------- Name: Guy Blanchette Title: Corporate Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----