<PAGE>
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, 1993
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
18 East 48th Street
New York, New York 10017
(Address of principal executive office)
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REQUIRED INFORMATION
Item 4.
-------
The financial statements and schedules of the UIC 401(k) Retirement
Savings Plan for the year ended December 31, 1993 (attached).
Exhibits
--------
23.1 Consent of Ernst & Young LLP.
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Audited Financial Statements and Schedules
UIC 401(k) Retirement Savings Plan
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
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UIC 401(k) Retirement Savings Plan
Audited Financial Statements and Schedules
Years ended December 31, 1993 and 1992
CONTENTS
Report of Independent Auditors . . . . . . . . . . . . . . . . . .
Financial Statements
Statements of Net Assets Available for Plan Benefits . . . . . . .
Statements of Changes in Net Assets Available for
Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Financial Statements . . . . . . . . . . . . . . . . . . .
Department of Labor Schedules
Item 27a--Schedule of Assets Held for Investment Purposes . . . . .
Item 27d--Schedule of Reportable Transactions . . . . . . . . . . .
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REPORT OF INDEPENDENT AUDITORS
Administrative Committee
UIC 401(k) Retirement Savings Plan
We have audited the accompanying statements of net assets available
for plan benefits of the UIC 401(k) Retirement Savings Plan (the
"Plan") as of December 31, 1993 and 1992, and the related statements
of changes in net assets available for plan 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 generally accepted auditing
standards. 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 provides 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 plan
benefits of the Plan at December 31, 1993 and 1992, and the changes in
its net assets available for plan benefits for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes at December 31, 1993
and the schedule of reportable transactions for the year then ended,
are presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of
the financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 financial statements taken
as a whole.
December 19, 1994
/s/ Ernst & Young LLP
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UIC 401(k) Retirement Savings Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31
ASSETS 1993 1992
----------- -----------
<S> <C> <C>
Investments, stated at fair value:
Fidelity Magellan Fund $16,524,208 $12,550,327
Fidelity Managed Income Portfolio 17,119,816 17,159,791
Fidelity Retirement Government Money 710,697 606,457
Market Fund 2,194,421 978,054
Fidelity Growth & Income Fund 38,688 18,757
United Industrial Corporation Common 759,022 659,266
----------- -----------
Stock 37,346,852 31,972,652
Participant loans
Cash 750 -
------------ -----------
Net assets available for Plan benefits $37,347,602 31,972,652
============ ===========
</TABLE>
See accompanying notes.
<PAGE>
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UIC 401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992
----------- -----------
<S> <C> <C>
ADDITIONS
Contributions $4,281,490 $4,348,796
Rollover contributions 187,109 552,775
Other 938 6,769
Investments income:
Fidelity Magellan Fund $1,541,985 $1,751,608
Fidelity Managed Income Portfolio 993,957 1,030,459
Fidelity Retirement Government Money Market Fund 18,811 18,477
Fidelity Growth & Income Fund 113,437 77,948
United Industrial Corporation Common Stock Fund 1,804 803
Interest on loans to participants 63,701 56,005
--------------- -------------
Total investment income 2,733,695 2,935,300
--------------- -------------
7,203,232 7,843,640
DEDUCTIONS
Benefit payments 3,625,939 2,164,267
-------------- -------------
3,625,939 2,164,267
Net realized gain (loss) on investments 251,912 (73,358)
Net unrealized appreciation (depreciation) in aggregate
fair value of investments 1,545,745 (906,492)
-------------- --------------
Net increase 5,374,950 4,699,523
Net assets available for Plan benefits at beginning of
year 31,972,652 27,273,129
-------------- --------------
Net assets available for Plan benefits at end of year $37,347,602 $31,972,652
============== ==============
</TABLE>
See accompanying notes.
<PAGE>
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UIC 401(k) Retirement Savings Plan
Notes to Financial Statements
1. SIGNIFICANT ACCOUNTING POLICIES
Investments in the Fidelity Magellan Fund, Fidelity Growth & Income
Fund, Fidelity Managed Income Portfolio and Fidelity Retirement
Government Money Market Fund are reported at current redemption value.
The United Industrial Corporation Common Stock is reported at market
value, based on published market prices.
Rollover contributions represent transfers from other qualified
retirement plans.
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 1993 and 1992.
2. DESCRIPTION OF THE PLAN
The UIC 401(k) Retirement Savings Plan (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.
All contributions are made by employees through payroll deductions and
submitted to Fidelity Management Trust Company Cash Reserve Fund, then
subsequently deposited in the investment option account(s) selected by
the employee. United Industrial Corporation (the "Company") is the
named fiduciary which controls and manages the operations of the Plan
and acts as Administrator.
All employees aged 21 or more who have completed six months of
continuous employment and worked over 1000 hours with the Company
(including its participating subsidiaries) are eligible to participate
in the Plan. Participating employees contribute to the Plan through
payroll deductions in amounts ranging from 2% to 15% of their earnings
up to a limit of $8,994 and $8,728 for 1993 and 1992, respectively.
Contributions to the Plan are invested in the available investment
options in accordance with the participants' elections. All
contributions to the Plan are immediately vested.
Effective January 1, 1992, the Fidelity Institutional Retirement
Services Company became the Trustee for the Plan. Under this
arrangement the investment options available to the participants are
the Fidelity Magellan Fund, Fidelity Managed Income Portfolio,
Fidelity Retirement Government Money Market Fund, Fidelity Growth &
Income Fund, and United Industrial Corporation Common Stock.
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UIC 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN
Effective March 1, 1994, two additional investment options, Fidelity
Investment Grade Bond Fund and Fidelity Contrafund, became available
to participants.
The Company has the right to terminate Plan at any time. In the event
of a termination, the participants accounts shall be distributed to
them in cash or in property or in any combination of cash and
property.
Information about the Plan and the vesting and benefit provisions is
contained in the Summary Plan Description of the UIC 401(k) Retirement
Savings Plan. Copies are available from the Human Resources
Department of the Company.
3. INVESTMENTS
The fair value of individual investments that represent 5% or more of
the Plan's net assets available for Plan benefits was as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1993 1992
------------- -----------
<S> <C> <C>
Fidelity Magellan Fund $16,524,208 $12,550,327
Fidelity Managed Income Portfolio 17,119,816 17,159,791
Fidelity Growth & Income Fund 2,194,421 -
</TABLE>
4. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company,
that the Plan is qualified and the trust established under the Plan is
tax-exempt, under appropriate sections of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Plan Administrator believes that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Code. Therefore, they believe that the Plan was
qualified and the related trust was tax-exempt as of the financial
statement date.
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UIC 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
5. STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
<TABLE>
<CAPTION>
December 31, 1993
Fidelity
Retirement
Fidelity Government Fidelity
Fidelity Managed Money Growth &
Magellan Income Market Income UIC Common Loan
Fund Portfolio Fund Fund Stock Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at
fair value $16,524,208 $17,119,816 $710,697 $2,194,421 $38,688 $36,587,830
Participant loans - - - - - $759,022 759,022
Cash - - - - 750 - 750
------------ ------------ --------- ---------- -------- -------- ------------
Net assets available
for Plan benefits $16,524,208 $17,119,816 $710,697 $2,194,421 $39,438 $759,022 $37,347,602
============ ============ ========= ========== ======== ======== ============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1992
Fidelity
Retirement
Fidelity Government Fidelity
Fidelity Managed Money Growth &
Magellan Income Market Income UIC Common Loan
Fund Portfolio Fund Fund Stock Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at
fair value $12,550,327 $17,159,791 $606,457 $978,054 $18,757 $31,313,386
Participant loans - - - - - $659,266 659,266
------------ ------------ --------- ---------- -------- -------- -------------
Net assets available
for Plan benefits $12,550,327 $17,159,791 $606,457 $978,054 $18,757 $659,266 $31,972,652
============ ============ ========= ========== ======== ======== =============
</TABLE>
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UIC 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
6. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
<TABLE>
<CAPTION>
Year ended December 31, 1993
Fidelity
Fidelity Retirement Fidelity
Fidelity Managed Government Growth &
Magellan Income Money Market Income UIC Common Loan
Fund Portfolio Fund Fund Stock Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions $1,780,361 $1,908,019 $ 96,820 $ 474,255 $ 22,035 $ 4,281,490
Rollover Contributions 67,424 71,201 21,600 23,040 3,844 187,109
Other - - 657 342 - $ (61) 938
Investment Income 1,541,985 993,957 18,811 113,437 1,804 63,701 2,733,695
---------- ----------- --------- --------- -------- ---------- -----------
3,389,770 2,973,177 137,888 611,074 27,683 63,640 7,203,232
DEDUCTIONS
Benefit payments (1,395,162) (1,873,356) (63,920) (256,351) (1,950) (35,200) (3,625,939)
Net realized gain
(loss) on investments 220,390 - - 36,769 (5,247) - 251,912
Net unrealized
appreciation
(depreciation) in
aggregate fair
value of investments 1,413,068 - - 138,045 (5,368) - 1,545,745
Transfers 345,815 (1,139,796) 30,272 686,830 5,563 71,316 -
---------- ----------- ---------- ---------- --------- -------- ----------
Net increase (decrease) 3,973,881 (39,975) 104,240 1,216,367 20,681 99,756 5,374,950
Net assets available
for Plan benefits at
beginning of year 12,550,327 17,159,791 606,457 978,054 18,757 659,266 31,972,652
----------- ----------- --------- ---------- -------- -------- ----------
Net assets available
for Plan benefits at
end of year $16,524,208 $17,119,816 $710,697 $2,194,421 $ 39,438 $759,022 $37,347,602
=========== =========== ======== ========== ======== ======== ===========
</TABLE>
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UIC 401(k) Retirement Savings Plan
Notes to Financial Statements (continued)
6. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
Year ended December 31, 1992
Fidelity
Fidelity Retirement Fidelity
Fidelity Managed Government Growth &
Magellan Income Money Market Income UIC Common Loan
Fund Portfolio Fund Fund Stock Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions $1,783,238 $ 2,312,234 $ 58,555 $ 181,067 $ 13,702 $ 4,348,796
Rollover Contributions 131,000 217,300 129,432 68,213 6,730 552,775
Other - (744) 7,512 1 - 6,769
Investment Income 1,751,608 1,030,459 18,477 77,948 803 $ 56,005 2,935,300
---------- ----------- --------- --------- --------- ----------- -----------
3,665,946 3,559,249 213,976 327,229 21,235 56,005 7,843,640
DEDUCTIONS
Benefit payments (866,386) (1,143,668) (80,511) (9,778) - (63,924) (2,164,267)
Net realized loss on
investments (71,721) - - (1,637) - - (73,358)
Net unrealized
depreciation in
aggregate fair value
of investments (879,419) - - (20,702) (6,371) - (906,492)
Transfers (239,690) (580,589) (22,655) 682,942 3,893 156,099 -
----------- ----------- --------- ---------- -------- -------- ----------
Net increase 1,608,730 1,834,992 110,810 978,054 18,757 148,180 4,699,523
Net assets available for
Plan benefits at
beginning of year 10,941,597 15,324,799 495,647 -0- -0- 511,086 27,273,129
----------- ----------- --------- ---------- -------- -------- ----------
Net assets available for
Plan benefits at end
of year $12,550,327 $17,159,791 $606,457 $ 978,054 $ 18,757 $659,266 $31,972,652
=========== =========== ========= ========== ======== ======== ===========
</TABLE>
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DEPARTMENT OF LABOR SCHEDULES
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UIC 401(k) Retirement Savings Plan
Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
<S> <C> <C> <C>
Fidelity Magellan Fund 233,228 shares $ 14,127,772 $16,524,208
Fidelity Managed Income Portfolio 17,119,816 units 17,119,816 17,119,816
Fidelity Retirement Government 710,697 710,697
Money Market Fund 710,697 units
Fidelity Growth & Income Fund 98,759 shares 2,077,078 2,194,421
United Industrial Corporation
Common Stock 7,549 shares 50,427 38,688
Participant loans $759,022 principal balance;
various maturities 759,022 759,022
---------- -----------
Total assets held for investment
purposes $ 34,844,812 $ 37,346,852
============ ============
</TABLE>
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UIC 401(k) Retirement Savings Plan
Item 27d--Schedule of Reportable Transactions
Year Ended December 31, 1993
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN
INVOLVED OF ASSETS PRICE PRICE ASSET DATE OR (LOSS)
Category (iii)--Series of transactions in excess of 5% of plan assets
---------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
Fidelity Investments Magellan Fund $4,467,090 $4,467,090
Fidelity Investments Magellan Fund $2,126,667 $2,038,149 2,126,667 $88,518
Fidelity Investments Managed Income Portfolio 3,581,760 3,581,760
Fidelity Investments Managed Income Portfolio 3,621,734 3,621,734 3,621,734 -0-
Fidelity Investments Growth & Income Fund 1,449,781 1,449,781
Fidelity Investments Growth & Income Fund 408,227 383,757 408,227 24,470
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1993.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the 401(k) Committee of the UIC 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, thereunto
duly authorized, on the 23rd day of December, 1994.
UIC 401(K) RETIREMENT SAVINGS PLAN
By: /s/ Paul J. Michaud
-------------------------------------
Name: Paul J. Michaud
Title: Committee Member
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Independent Auditors
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the UIC 401(k)
Retirement Savings Plan of United Industrial Corporation and in the
related prospectus of our report dated December 19, 1994, with respect
to the financial statements and supplemental schedules of the UIC
401(k) Retirement Savings Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1993.
/s/ Ernst & Young LLP
Baltimore, Maryland
December 20, 1994
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