-----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, NiJrseISP9Bmeu6TlPaZTZCHoMmoqMAkpbjRFq3Jlj05gc1eg6mTamwnhxpjQ9eC Zuf3lAusC8mcbfENQUL6dg== 0000909518-03-000423.txt : 20030630 0000909518-03-000423.hdr.sgml : 20030630 20030630172249 ACCESSION NUMBER: 0000909518-03-000423 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 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: 03765536 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: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 11-K 1 jd6-30_11k.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, 2002 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) REQUIRED INFORMATION Item 4. - ------- The financial statements and schedules of the UIC 401(k) Retirement Savings Plan for the year ended December 31, 2002 (attached). Exhibits - -------- 23.1 Consent of Ernst & Young LLP 99.1 Certification of Chief Executive Officer 99.2 Certification of Chief Financial Officer UIC 401(k) Retirement Savings Plan Audited Financial Statements and Supplemental Schedule Year ended December 31, 2002 CONTENTS Report of Independent Auditors................................................1 Audited Financial Statements Statements of Net Assets Available for Benefits...............................2 Statement of Changes in Net Assets Available for Benefits.....................3 Notes to Financial Statements.................................................4 Schedule Schedule H, Line 4i--Schedule of Assets (Held At End of Year)................10 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, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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, 2002 and 2001 and the changes in its net assets available for benefits for the year ended December 31, 2002, 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 at end of year) as of December 31, 2002 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 June 16, 2003 1 UIC 401(k) Retirement Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31 2002 2001 -------------------------------- ASSETS Investments $ 89,164,391 $ 94,629,620 Employer contribution receivable 146,389 156,776 Due from broker - 51,057 -------------------------------- Net assets available for benefits $ 89,310,780 $ 94,837,453 ================================ See accompanying notes. 2 UIC 401(k) Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2002 ADDITIONS Investment income (loss): Net realized and unrealized depreciation in aggregate fair value of investments $(14,555,904) Interest and dividends 1,820,251 --------------- (12,735,653) Contributions: Employee 7,651,066 Employer 3,903,647 Rollovers 484,053 --------------- 12,038,766 --------------- Total additions, net (696,887) DEDUCTIONS Benefit payments 4,829,786 --------------- Net decrease (5,526,673) Net assets available for benefits at beginning of year 94,837,453 --------------- Net assets available for benefits at end of year $ 89,310,780 =============== See accompanying notes. 3 UIC 401(k) Retirement Savings Plan Notes to Financial Statements December 31, 2002 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. Investments in common stocks, including the United Industrial Corporation Common Stock (UIC Stock Fund), are reported at fair value, based on published market prices. United States Government securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year; listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask 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. The UIC Stock Fund (the Fund) is tracked on a unitized basis. The Fund consists of UIC common stock and funds held in the Fidelity Cash Reserves Fund sufficient to meet the Fund's daily cash needs. Unitizing the Fund allows for daily trades. The value of a unit reflects the combined market value of UIC common stock and the cash investments held by the Fund. At December 31, 2002, 126,252 units were outstanding with a value of $17.73 per unit (78,361 units were outstanding with a value of $18.48 per unit at December 31, 2001). 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. 4 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 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. Copies are available from the Company's Human Resources department. ELIGIBILITY Full-time employees are eligible to participate in the Plan at anytime, following 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. CONTRIBUTIONS Effective August 1, 2002, participating employees contribute to the Plan through payroll deductions in amounts of at least 1% and no more than 17% of their earnings, up to the annual Internal Revenue Service (IRS) limit. Prior to August 1, 2002, participating employees contributed to the Plan a minimum of 2% of earnings up to the annual IRS limit. Contributions to the Plan are invested in accordance with the participants' elections. All employee contributions to the Plan are immediately vested. Effective January 1, 2001, Employer matching contributions are based on the participants' years of service, and range between 3% and 8% of employee compensation. Prior to January 1, 2001, Employer matching contributions were equal to the lesser of 50% of the employees' contributions or 4% of employee compensation. 5 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS (CONTINUED) Effective January 1, 2001, participants are immediately 100% vested in employer contributions. Prior to January 1, 2001, Employer contributions were vested after five years of service. In 2002, certain participants' Employer matching contributions are 50% of the employees' contributions up to 6% of compensation. Additionally, these same participants who have at least one hour of service during the year are eligible for an Employer contribution equal to 3% of compensation plus 3% of compensation in excess of the Social Security taxable wage base, as defined. This latter contribution amounted to approximately $161,000 in 2002, of which approximately $146,000 is receivable at December 31, 2002. Employer contributions for certain participants continue to vest according to a five-year vesting schedule. Upon enrollment, a participant may direct employee and employer contributions in 1% increments to any of the Plan's 14 investment fund options, one of which is a self-directed brokerage account. Two investments options, the Templeton Foreign A Fund and the Invesco Total Return Fund are frozen for any further contributions. Generally, participants may change their investment options at any time. PAYMENT OF BENEFITS Upon termination of service or attainment of 59 1/2 years of age, any participant may elect to receive a lump-sum distribution equal to his or her vested account balance. Participants may also receive hardship withdrawals, subject to certain restrictions as defined in the Plan Document. PARTICIPANT LOANS Participants may borrow from their plan 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 loans incurred for the purchase of a primary residence where the term may be up to 15 years. 6 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) 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 or loss. 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 Company for acting as trustee of the investments of the Plan, were paid by the Company in 2002. 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. 3. INVESTMENTS During 2002, the Plans' investments (including investments bought, sold, and held during the year) depreciated in aggregate fair value as determined by quoted market prices as follows: Mutual funds $(14,322,781) United Industrial Corporation common stock fund (86,117) Other common stocks (147,006) ---------------- $(14,555,904) ================ 7 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) Investments that represent 5% or more of fair value of the Plans' net assets are as follows: 2002 2001 ----------------------------- Fidelity Magellan Fund $ 27,138,513 $ 35,507,950 Fidelity Managed Income Portfolio 19,780,448 17,477,649 Fidelity Growth & Income Fund 12,121,861 14,100,271 Fidelity Contrafund 9,899,159 10,462,074 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated October 2, 2002, 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. 5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: DECEMBER 31 2002 2001 ---------------------------- Net assets available for benefits per the financial statements $ 89,310,780 $ 94,837,453 Amounts allocated to withdrawn participants (260) - ---------------------------- Net assets available for benefits per the Form 5500 $ 89,310,520 $ 94,837,453 ============================ 8 UIC 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED) The following is a reconciliation of the benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2002: Benefits paid to participants per the financial statements $ 4,829,786 Add: Amounts allocated to withdrawn participants at year end 260 --------------- Benefits paid to participants per the Form 5500 $ 4,830,046 =============== Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 9 UIC 401(k) Retirement Savings Plan EIN: 95-2081809 Plan # 002 Schedule H, Line 4i-- Schedule of Assets (Held At End of Year) December 31, 2002
DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, RATE OF IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY INTEREST, COLLATERAL PAR OR MATURITY VALUE COST** CURRENT VALUE - ------------------------------------------------------- ---------------------------------- ----------------- ----------------- Mutual Funds *Fidelity Magellan Fund 343,700 shares $ 27,138,513 *Fidelity Managed Income Portfolio 19,780,448 shares 19,780,448 *Fidelity Retirement Government Money Market Fund 3,065,995 shares 3,065,995 *Fidelity Growth & Income Fund 399,929 shares 12,121,861 *Fidelity Contrafund 256,455 shares 9,899,159 *Fidelity Investment Grade Bond Fund 417,392 shares 3,159,655 *Fidelity Diversified International Fund 40,293 shares 691,434 Alger Mid Cap Growth Fund 96,846 shares 1,015,916 *Fidelity Low Priced Stock Fund 149,415 shares 3,760,767 Invesco Total Return Fund 5,849 shares 122,247 Spartan US Equity Index 56,691 shares 1,765,909 Janus Balanced Fund 49,058 shares 877,160 Janus Mercury Fund 46,788 shares 690,593 Templeton Foreign A Fund 15,069 shares 125,225 ------------------ 84,214,882 Common Stock *United Industrial Corporation Common Stock 134,682 shares 2,154,912 Money Market Fund *Fidelity Cash Reserves Fund 84,203 shares 84,203 Other Self-directed brokerage accounts 698,541 *Participant loans Interest rates from 6.75% - 11.50%; maturities to November 2017 2,011,853 ------------------ Total $ 89,164,391 ==================
* Party- in-interest **Historical cost has not been presented as all investments are participant directed 10 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 26th day of June, 2003. By: /s/ James H. Perry ---------------------------- James H. Perry Committee Member EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of Independent Auditors 99.1 Certification of Chief Executive Officer 99.2 Certification of Chief Financial Officer EX-23 3 jd6-30ex23_1.txt 23.1 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 of our report dated June 16, 2003, with respect to the financial statements and schedule of the UIC 401(k) Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ Ernst & Young LLP Harrisburg, Pennsylvania June 26, 2003 EX-99 4 jd6-30ex99_1.txt 99.1 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the United Industrial Corporation 401(k) Retirement Savings Plan (the "Plan") on Form 11-K for the period ended December 31, 2002 as filed with the U.S. Securities and Exchange Commission (the "Report"), I, Richard R. Erkeneff, as Chief Executive Officer of United Industrial Corporation (the "Company"), certify, pursuant to 18 U.S.C. ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: June 26, 2003 /s/ Richard R. Erkeneff ---------------------------- Richard R. Erkeneff, Chief Executive Officer of the Company A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 5 jd6-30ex99_2.txt 99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of the United Industrial Corporation 401(k) Retirement Savings Plan (the "Plan") on Form 11-K for the period ended December 31, 2002 as filed with the U.S. Securities and Exchange Commission (the "Report"), I, James H. Perry, as Vice President and Chief Financial Officer of United Industrial Corporation (the "Company"), certify, pursuant to 18 U.S.C. ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: June 26, 2003 /s/ James H. Perry ----------------------------------- James H. Perry, Vice President and Chief Financial Officer of the Company A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----