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As filed with the Securities and Exchange Commission on December 23, 1994
Registration No. 33 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED INDUSTRIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-2081809
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
18 East 48th Street
New York, New York 10017
(212) 752-8787
(Address, Including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
UIC 401(k)
RETIREMENT SAVINGS PLAN
(Full Title of Plan)
Howard M. Bloch
Vice President
United Industrial Corporation
18 East 48th Street
New York, New York 10017
(212) 752-8787
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Ted S. Waksman, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered(1) Registered(2) Share(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share 100,000 shares $5.00 $500,000 $172.41
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended, based upon a good faith estimate of the aggregate number of shares of Common Stock of the Registrant to be
purchased by the Plan Trustee pursuant to the Plan at the closing price of the Registrant's Common Stock as reported on the
New York Stock Exchange Composite Tape on December 21, 1994.
/TABLE
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
Item 2.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the UIC 401(k) Retirement Savings Plan and its administrators
are available without charge by contacting:
Howard M. Bloch
United Industrial Corporation
18 East 48th Street
New York, New York 10017
(212) 752-8787
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by United
Industrial Corporation (the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
(b) The UIC 401(k) Retirement Savings Plan's (the "Plan")
Annual Report on Form 11-K for the fiscal year ended December 31,
1993.
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994.
(e) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994.
(f) The description of the Company's Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-B filed with the Commission pursuant
to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the General Corporation Law of the
State of Delaware permits a corporation to indemnify certain persons
made a party to an action, by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise. In
the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any matter as to which that
person was adjudged liable for negligence or misconduct in the
performance of that person's duty to the corporation unless the
Delaware Court of Chancery or the court in which the action was
brought determines that
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despite the adjudication of liability that person is fairly and
reasonably entitled to indemnity for proper expenses. To the extent
that person has been successful in the defense of any matter, that
person shall be indemnified against expenses actually and reasonably
incurred by him.
Section D of Article SEVENTH of the Restated Certificate of
Incorporation of the Company provides that the Company shall indemnify
any and all of its directors or officers or former directors or
officers or any person who may have served at its request as a
director or officer of another corporation in which the Company owns
shares of capital stock or of which it is a creditor against expenses
actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or having been
directors or officers or a director or officer of the Company, or of
such other corporation, except in relation to matters as to which any
such director or officer or former director or officer or person shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.
Section 10 of Article III of the Company's By-Laws provides
that each director and officer of the Company (and his heirs,
executors and administrators) shall be indemnified by the Company
against reasonable expenses incurred by him in connection with or
arising out of any action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of
the Company (whether or not he is a director or officer at the time of
incurring such expenses), such expenses to include the amounts paid or
incurred in connection with reasonable settlements (other than amounts
paid to the Company itself) made with a view to curtailment of the
costs of litigation. The Company shall not, however, indemnify such
director or officer with respect to matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been
derelict in the performance of his duty as such director or officer,
nor in respect to any matter on which any settlement or compromise is
effected, if the total expense in connection therewith, including the
amount of such settlement, shall substantially exceed the expense
which might reasonably have been paid out or incurred by such director
or officer in conducting such litigation to a final conclusion. In no
event shall anything herein contained be so construed as to protect or
to authorize the Corporation to indemnify any such director or officer
against any liability to the Corporation or to its security holders to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Both the Company's Restated Certificate of Incorporation and
By-Laws provide that the respective rights of indemnification shall
not be exclusive of other rights to which any director or officer may
be entitled as a matter of law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company as disclosed above, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) - Restated Certificate of Incorporation of the
Company (incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
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4(b) - By-Laws of the Company (incorporated by reference
to the Company's Annual Report on Form 10-K for
the year ended December 31, 1989).
23(a) - Consent of Ernst & Young LLP.
24 - Power of Attorney (included as part of the
signature page to this Registration Statement and
incorporated herein by reference).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
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do not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes to submit the
Plan and any amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and to make all
changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code of 1986, as
amended to date.
(c) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating
to the securities offered
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therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
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thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of New York,
State of New York, on this 23rd day of December, 1994.
UNITED INDUSTRIAL CORPORATION
By: /s/ Howard M. Bloch
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Name: Howard M. Bloch
Title: Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Bernard Fein
and Howard M. Bloch acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
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/s/ Bernard Fein President, Chairman of December 23, 1994
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Bernard Fein the Board and Director
(Principal Executive
Officer)
/s/ Howard M. Bloch Vice President, Treasurer December 23, 1994
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Howard M. Bloch and Director (Principal
Financial and Accounting
Officer)
/s/ Rick S. Bierman Director December 23, 1994
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Rick S. Bierman
/s/ Maurice Rosenthal Director December 23, 1994
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Maurice Rosenthal
/s/ Myron Simons Director December 23, 1994
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Myron Simons
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Pursuant to the requirements of the Securities Act of 1933,
the 401(k) Committee of the UIC 401(k) Retirement Savings Plan (the
"Plan"), which administers the Plan, has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hunt Valley, State of Maryland, on
this 23rd day of December, 1994.
UIC 401(k) RETIREMENT
SAVINGS PLAN
By: /s/ Paul J. Michaud
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Name: Paul J. Michaud
Title: Committee Member
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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4(a) - Restated Certificate of
Incorporation of the Company, as
amended (incorporated by reference
to the Company's Annual Report on
Form 10-K for the year ended
December 31, 1993).
4(b) - By-Laws of the Company (incorporated
by reference to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1989).
23(a) - Consent of Ernst & Young LLP.
24 - Power of Attorney (included as part
of the signature page to this
Registration Statement and
incorporated herein by reference).
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Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the UIC 401(k)
Retirement Savings Plan of our report dated March 2, 1994, with
respect to the consolidated financial statements and schedules of
United Industrial Corporation included and incorporated by reference
in its Annual Report on Form 10-K for the year ended December 31,
1993, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
December 22, 1994
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