8-K

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UNITED STATES
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): April 30, 2004

United Industries Corporation
(Exact name of registrant as specified in its charter)

333-76055
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation or organization) 43-1025604
(I.R.S. Employer
Identification No.)

2150 Schuetz Road
St. Louis, Missouri 63146
(Address of principal executive offices, with zip code)

(314) 427-0780
(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.

        Effective April 30, 2004, United Industries Corporation (United or the Company) acquired The Nu-Gro Corporation (Nu-Gro) pursuant to the Arrangement Agreement, dated as of March 1, 2004. As a result of the acquisition, each outstanding common share of Nu-Gro was purchased for Cdn $11.00 per share. A copy of the press release announcing the closing of the acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K.

        In conjunction with the closing of the acquisition of Nu-Gro, United entered into a new $510.0 million senior credit facility with Bank of America, N.A., Banc of America Securities LLC, Citigroup Global Markets, Inc., Citicorp North America, Inc. and certain other lenders to refinance the Company's indebtedness under its existing senior credit facility at more favorable rates, to provide funds for the Nu-Gro acquisition, to repurchase the Company's outstanding preferred stock and for general working capital purposes. The new senior credit facility consists of (1) a $125.0 million US dollar denominated revolving credit facility; (2) a $335.0 million US dollar denominated term loan facility; and (3) a Canadian dollar denominated term loan facility valued at US $50.0 million. Subject to the terms of the new senior credit facility agreement, the revolving loan portion of the new senior credit facility matures on April 30, 2010, and the term loan obligations under the new senior credit facility mature on April 30, 2011. The term loan obligations are to be repaid in 28 consecutive quarterly installments commencing on June 30, 2004, with a final installment due on March 31, 2011. All of the loan obligations are subject to mandatory prepayment upon certain events, including sales of certain assets, issuances of indebtedness or equity or from excess cash flow. The new senior credit facility agreement also allows the Company to make voluntary prepayments, in whole or in part, at any time without premium or penalty.

        The new senior credit facility agreement contains affirmative, negative and financial covenants that are more favorable than those of the prior senior credit facility. The negative covenants place restrictions on, among other things, levels of investments, indebtedness, capital expenditures and dividend payments that the Company may make or incur. The financial covenants require the maintenance of certain financial ratios at defined levels. Under the new senior credit facility agreement, interest rates on the new revolving credit facility can range from 1.75% to 2.50% plus LIBOR, or from 0.75% to 1.50% plus a base rate, subject to adjustment and depending on certain financial ratios. At closing, the term loans are subject to interest rates equal to 2.50% plus LIBOR or 1.50% plus a base rate, as provided in the new senior credit facility agreement. Unused commitments under the new revolving credit facility are subject to a 0.5% annual commitment fee. The new senior credit facility is secured by substantially all of the Company's properties and assets and substantially all of the properties and assets of its current and future domestic subsidiaries.

        In connection with the closing of the Nu-Gro acquisition, Bank of America, N.A., Canada Branch, separately loaned the Company Cdn $110.0 million for structuring purposes, which loan was repaid on April 30, 2004. A copy of the press release announcing the closing of the refinancing is filed as Exhibit 99.2 to this Current Report on Form 8-K.

        In addition, on April 30, 2004, the Company repurchased all 37,600 shares of its outstanding Class A nonvoting preferred stock for $57.5 million, which included all accrued and unpaid dividends thereon.

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Item 7. Financial Statements and Exhibits.

(a) Financial Statements

        The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, such financial statements will be filed with the U.S. Securities and Exchange Commission by amendment as soon as practicable, but not later than 60 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Statements

        The pro forma financial statements required by this item are not being filed herewith. To the extent such information is required by this item, such financial statements will be filed with the U.S. Securities and Exchange Commission by amendment as soon as practicable, but not later that 60 days after the date on which this Current Report on Form 8-K is required to be filed.

(c) Exhibits

        The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Press release dated April 30, 2004 announcing the closing of the Nu-Gro acquisition.
99.2	Press release dated April 30, 2004 announcing the closing of the refinancing.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, United Industries Corporation has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED INDUSTRIES CORPORATION Registrant
Dated: April 30, 2004	By:	/s/  DANIEL J. JOHNSTON Name: Daniel J. Johnston Title: Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated April 30, 2004 announcing the closing of the Nu-Gro acquisition.
99.2	Press release dated April 30, 2004 announcing the closing of the refinancing.

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Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

United Industries Corporation

FOR IMMEDIATE RELEASE:

UNITED INDUSTRIES ACQUIRES NU-GRO; ADDS LEADING TECHNOLOGY AND SOLIDIFIES LEADERSHIP POSITION IN CONSUMER LAWN AND GARDEN MARKET

Nu-Gro adds #1 position with Canadian consumers, access to professional and golf markets, and leading controlled release fertilizer technology to United's portfolio.

ST. LOUIS, April 30, 2004—United Industries Corporation, which goes to market as Spectrum Brands, today announced that it has closed its previously announced acquisition of The Nu-Gro Corporation, Canada's leading manufacturer and marketer of packaged consumer lawn and garden products and a leading global supplier of controlled release nitrogen and other fertilizer technologies. The transaction creates a company with approximately $750 million in pro forma net sales and the #1 or #2 positions in almost every category in the North American consumer lawn and garden care and household insect control markets.

Bob Caulk, United Industries' Chairman and CEO, said, "The Nu-Gro transaction allows us to expand our geography to reach consumers across North America with leading value brands. The combined company will continue to add value to our relationships with retailers across North America, from leading home centers and mass merchandisers to independent nurseries and garden centers, by identifying best practices in marketing, technology deployment and customer service." He added, "We will continue to pursue our strategy of driving organic growth from innovative product development combined with industry-leading technology to add value to our relationships with consumers and retail customers. We will also continue to assess certain strategic and value-enhancing acquisitions to drive our growth in core categories."

Caulk pointed to three immediate positive impacts of the transaction:

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Advanced fertilizer technology and product development.  Nu-Gro's proprietary fertilizer technology, which includes the most diverse portfolio of controlled release nitrogen technologies in the industry, allows Spectrum Brands to offer retail customers new and differentiated products without having to rely on third party suppliers.



•

Broader North American presence.  Nu-Gro is the #1 supplier of consumer lawn and garden products in Canada as well as the #2 supplier there of household insecticides. As a result, Spectrum Brands has solidified its position as one of the top two suppliers in both segments in North America.



•

Vertical integration.  The transaction gives Spectrum Brands the #1 position in the Canadian professional turf market selling to golf courses and lawn care operators and makes it the largest merchant manufacturer of controlled release nitrogen technology in North America. The addition of Nu-Gro's fertilizer technology business positions Spectrum Brands as a more vertically integrated fertilizer manufacturer and marketer, from raw material manufacturing to consumer take away.

Nu-Gro CEO John Hill sees incredible value in the combination. "For some time, I have believed that a greater North American presence would enhance our competitive position in consumer segments while expanding opportunities for our professional and raw material businesses," Hill said. "The transaction with Spectrum Brands is a wonderful marriage of consumer marketing, technology, customer development and culture." Hill and members of the Nu-Gro management team will join Spectrum Brands providing important continuity with customers and in fertilizer technology market development.

About United Industries Corporation

United Industries Corporation, which goes to market as Spectrum Brands (www.spectrumbrands.com), is the leading manufacturer and marketer of value-oriented products for the consumer lawn and garden care and household insect control markets in North America. The company's lawn and garden brands include Spectracide®, Spectracide Triazicide®, Spectracide Terminate®, Garden Safe®, Real-Kill® in the controls category as well as Sta-Green®, Vigoro®, Schultz™, Peters®, Bandini® and Best® brands in the lawn and garden fertilizer and organic growing media categories. The company's household brands include Hot Shot®, Cutter® and Repel®. Through Nu-Gro, the company manufactures and markets such consumer brand names as CIL®, Wilson®, Vigoro®, Pickseed®, So-Green®, Plant-Prod®, Greenleaf® and Green Earth® in the Canadian market. Nu-Gro also produces and distributes controlled release nitrogen and other fertilizer technologies under the brand names IB Nitrogen®, Nitroform®, Nutralene®, Organiform® and SCU® to the consumer, professional, and golf industries worldwide. Founded in 1969, the company is headquartered in St. Louis, Missouri. (Bloomberg Symbol: 14496Z)

Certain statements in this press release regarding our business, with the exception of historical facts, may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21G of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties, many of which are beyond our control. When, and if, used herein, the words "will," "believe," "plan," "may," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements apply only as of the date they are disclosed and are based on the respective company's expectations at that time. Actual results could differ materially from these statements as a result of weather conditions, our retailer line item reviews, the loss of customers or product listings, changes in external competitive market factors, unanticipated changes in the financial performance of us, our customers, our industry or the economy in general, public perception regarding the safety of our products, as well as various other factors described in our filings with the U.S. Securities and Exchange Commission. We do not undertake any obligation to update or revise publicly any forward-looking statements made by us or on our behalf, whether as a result of new information, future events or otherwise. Although we believe that our plans, intentions and expectations reflected in or suggested by any forward-looking statements we make herein are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

Media Contact: Kent J. Davies
United Industries Corporation
(314) 427-0780
ir@spectrumbrands.com

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PRESS RELEASE

EX-99.2

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Exhibit 99.2

United Industries Corporation

FOR IMMEDIATE RELEASE:

UNITED INDUSTRIES COMPLETES REFINANCING OF
SENIOR CREDIT FACILITY

Increases financial flexibility and achieves lower interest rates; closes Nu-Gro transaction

ST. LOUIS, April 30, 2004—United Industries Corporation, which goes to market as Spectrum Brands, today announced that it has closed on the refinancing of its existing senior credit facility with a new $510 million senior secured credit facility. The refinancing was completed in conjunction with the closing of its previously announced acquisition of The Nu-Gro Corporation, Canada's leading manufacturer and marketer of consumer lawn and garden products and a leading global supplier of controlled release nitrogen and other fertilizer technologies. The transaction creates a company with approximately $750 million in pro forma net sales and the #1 or #2 position in almost every category in the North American consumer lawn and garden care and household insect control markets.

Subject to the terms of the agreement, the refinancing includes a six-year $125 million revolving credit facility, a seven-year $335 million term loan and a seven-year Canadian dollar denominated term loan in the amount of US$50 million. The facility was arranged by Banc of America Securities LLC and Citigroup Global Markets Inc. Citigroup also acted as the company's advisor on the Nu-Gro transaction.

Dan Johnston, Executive Vice President and Chief Financial Officer, said, "This refinancing increases our financial flexibility and allows the company to take advantage of very favorable market conditions and rates. The completion of this refinancing and our combination with Nu-Gro are consistent with our strategy of marrying industry-leading technology with innovative consumer solutions to drive organic growth while we continue to target other opportunities that drive market share growth with leading retailers in North America."

Charles Brizius, Managing Director of Thomas H. Lee Partners, United Industries' largest investor, said, "We remain strongly committed to the company's continued growth under the leadership of Bob Caulk and his management team. Spectrum Brands dominates the value-oriented segment of the consumer lawn and garden and insect control markets because of the company's proven ability to meet retailers' needs for branded and exclusive label products that drive category growth and profitability. The Nu-Gro transaction strengthens the company's positioning in those segments, expanding its consumer-market geography while adding considerable strength in the important professional and fertilizer technology business segments."

About United Industries Corporation

United Industries Corporation, which goes to market as Spectrum Brands (www.spectrumbrands.com), is the leading manufacturer and marketer of value-oriented products for the consumer lawn and garden care and household insect control markets in North America. The company's lawn and garden brands include Spectracide®, Spectracide | Triazicide®, Spectracide Terminate®, Garden Safe® and Real-Kill® in the controls category as well as Sta-Green®, Vigoro®, Schultz™, Peters®, Bandini® and Best® brands in the lawn and garden fertilizer and organic growing media categories. The company's household brands include Hot Shot®, Cutter® and Repel®. Through Nu-Gro, the company manufactures and markets such consumer brand names as CIL®, Wilson®, Vigoro®, Pickseed®, So-Green®, Plant-Prod®, Greenleaf® and Green Earth® in the Canadian market. Nu-Gro also produces and distributes controlled release nitrogen and other fertilizer technologies under the brand names IB Nitrogen®, Nitroform®, Nutralene®, Organiform® and SCU® to the consumer, professional and golf industries worldwide. Founded in 1969, the company is headquartered in St. Louis, Missouri. (Bloomberg Symbol: 14496Z)

Certain statements in this press release regarding our business, with the exception of historical facts, may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21G of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties, many of which are beyond our control. When, and if, used herein, the words "will," "believe," "plan," "may," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements apply only as of the date they are disclosed and are based on the respective company's expectations at that time. Actual results could differ materially from these statements as a result of weather conditions, our retailer line item reviews, the loss of customers or product listings, changes in external competitive market factors, unanticipated changes in the financial performance of us, our customers, our industry or the economy in general, public perception regarding the safety of our products, as well as various other factors described in our filings with the U.S. Securities and Exchange Commission. We do not undertake any obligation to update or revise publicly any forward-looking statements made by us or on our behalf, whether as a result of new information, future events or otherwise. Although we believe that our plans, intentions and expectations reflected in or suggested by any forward-looking statements we make herein are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

Media Contact: Daniel J. Johnston
United Industries Corporation
(314) 427-0780
ir@spectrumbrands.com

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PRESS RELEASE #2