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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December
31, 1994
or
[_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
___________ to ___________
Commission file number: 1-4252
UNITED INDUSTRIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-2081809
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
18 EAST 48TH STREET
NEW YORK, NEW YORK 10017
(212) 752-8787
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x].
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of March 1, 1995
computed by reference to the closing sale price of the registrant's Common Stock
on the New York Stock Exchange on such date: $52,364,460.
On March 1, 1995, the registrant had outstanding 12,167,493 shares of Common
Stock, par value $1.00 per share, which is the registrant's only class of common
stock.
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<PAGE>
INTRODUCTORY NOTE
This Amendment on Form 10-K/A amends and restates in its entirety Item 14
of the Annual Report on Form 10-K of United Industrial Corporation (the
"Company") for the fiscal year ended December 31, 1994 to add an inadvertently
omitted sentence to the Auditor's Report in Item 14(a) and to correct a
typographical error in the Condensed Statements of Operations of Schedule I -
Condensed Financial Information of the Registrant.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) Financial Statements:
See Financial Statements Index included in Item 8 of this
Report.
(2) Financial Statement Schedules:
FINANCIAL STATEMENT SCHEDULES
INDEX
Page No.
--------
Independent Auditors Report F-3
Schedule I Condensed Financial Information of Registrant F-4
Schedule II Valuation and Qualifying Accounts F-9
(3) Exhibits:
(3)(a)- Restated Certificate of Incorporation of United (1).
(3)(b)- By-Laws of United (incorporated by reference to United's
Annual Report on Form 10-K for the year ended December 31,
1989).
(3)(c)- Amendment to By-Laws of United as of September 19, 1994.
(10)(a)- United Industrial Corporation 1994 Stock Option Plan (1).
(10)(b)- Purchase Agreement, dated January 18, 1994, between United
and Symtron Systems, Inc.(1).
(10)(c)- Note Purchase Agreement (the "Note Agreement") dated as of
July 15, 1992 among AAI Corporation ("AAI") and Principal
Mutual Life Insurance Company, The Travelers Insurance
Company and The Travelers Indemnity Company of Rhode
Island (the "Purchasers")(2).
<PAGE>
(10)(d)- Guaranty Agreement (the "Note Guaranty") dated as of July
15, 1992 by United in favor of the Purchasers (2).
(10)(e)- Amendment No. 1 dated July 15, 1993 to the Note
Agreement(3).
(10)(f)- Amendment No. 1 dated July 15, 1993 to the Note
Guaranty(3).
(10)(g)- Amendment No. 2 to Note Agreement dated as of December 20,
1993 among AAI and the Purchasers.
(10)(h)- Amendment No. 3 to Note Agreement dated as of October 13,
1994 among AAI and the Purchasers(4).
(10)(i)- Amendment No. 2 to the Note Guaranty(4).
(10)(j)- Credit Agreement dated as of October 13, 1994 among AAI
Corporation, the Lenders parties thereto and First
Fidelity Bank, National Association as Agent (the "Agent")
and Issuing Bank(4).
(10)(k)- Pledge and Security Agreement dated as of October 13, 1994
by AAI in favor of the Agent(4).
(10)(l)- Pledge and Security Agreement dated as of October 13, 1994
by the Company in favor of the Agent(4).
(10)(m)- Security Agreement dated as of October 13, 1994 between
AAI and the Agent(4).
(10)(n)- Security Agreement dated as of October 13, 1994 between
each subsidiary of AAI, certain subsidiaries of the
Company and the Agent(4).
(10)(o)- Guaranty dated as of October 13, 1994 by the Company and
certain of its subsidiaries and by each subsidiary of AAI
in favor of the Agent(4).
(10)(p)- Employment Agreement, dated September 20, 1993, between
AAI and Richard R. Erkeneff(1).
(10)(q)- Employment Agreement, dated March 16, 1995, between United
and P. David Bocksch.
(11) - Computation of Earnings Per Share.
(13) - United's 1994 Annual Report to Shareholders.
<PAGE>
(21) - Subsidiaries of United.
(23) - Consent of Independent Auditors
(27) - Financial Data Schedule
-----------------------
(1) Incorporated by reference to United's Annual Report on Form
10-K for the year ended December 31, 1993.
(2) Incorporated by reference to United's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992.
(3) Incorporated by reference to United's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
(4) Incorporated by reference to United's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994.
(b) - Reports on Form 8-K - United did not file any reports on
Form 8-K during the quarter ended December 31, 1994.
<PAGE>
Annual Report on Form 10-K
Item 14(a) (1) and (2), (c) and (d)
List of Financial Statements and Financial Statement Schedules
Certain Exhibits
Financial Statement Schedules
Year ended December 31, 1994
United Industrial Corporation
New York, New York
<PAGE>
Form 10-K Item 14(a)(1) and (2)
United Industrial Corporation and Subsidiaries
List of Financial Statements and Financial Statement Schedules
The following consolidated financial statements of United Industrial Corporation
and subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 1994, are incorporated by reference
in Item 8:
Consolidated Balance Sheets--December 31, 1994 and 1993
Consolidated Statements of Operations--
Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows--
Years Ended December 31, 1994, 1993 and 1992
Notes to Financial Statements
The following consolidated financial statement schedules of United Industrial
Corporation and subsidiaries are included in Item 14(d):
Schedule I Condensed Financial Information of Registrant
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
F-2
<PAGE>
Report of Independent Auditors
Board of Directors and Shareholders
United Industrial Corporation
We have audited the accompanying consolidated balance sheets of United
Industrial Corporation and subsidiaries as of December 31, 1994 and 1993, and
the related consolidated statements of operations and cash flows for each of the
three years in the period ended December 31, 1994. Our audits also included the
financial statement schedules listed in the Index at Item 14(a). These financial
statements and schedules are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of United
Industrial Corporation and subsidiaries at December 31, 1994 and 1993 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
As discussed in Notes 11 and 13 to the consolidated financial statements,
effective January 1, 1993 the Company changed its method of accounting for
postretirement benefits other than pensions and income taxes.
ERNST & YOUNG LLP
New York, New York
February 28, 1995
F-3
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
UNITED INDUSTRIAL CORPORATION
CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS) DECEMBER 31
1994 1993
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,635 $ 1,941
Recoverable income taxes -- 3,618
Prepaid expenses and other
current assets 208 940
Deferred income taxes 3,169 5,303
--------- ---------
Total current assets $ 9,012 $ 11,802
Equipment 325 256
Less allowances for
depreciation (240) (231)
--------- ---------
85 25
Other assets (principally
investments in and amounts
due from wholly-owned
subsidiaries) 165,370 125,834
--------- ---------
$ 174,467 $ 137,661
========= =========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities, including
notes payable of $3,000 $ 6,899 $ 7,515
Income taxes 3,333 --
--------- ---------
Total current liabilities 10,232 7,515
Deferred income taxes 9,228 8,280
Other liabilities (principally
amount due to wholly-owned
subsidiaries) 66,586 36,512
Shareholders' equity:
Common Stock 14,374 14,374
Other shareholders'
equity 74,047 70,980
--------- ---------
88,421 85,354
--------- ---------
$ 174,467 $ 137,661
========= =========
</TABLE>
See notes to condensed financial statements of registrant.
F-4
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
UNITED INDUSTRIAL CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS) YEAR ENDED DECEMBER 31
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Management fees from
wholly-owned
subsidiaries $ 2,064 $ 2,571 $ 2,485
Other revenue (expense)-
net 150 41 (21)
-------- -------- --------
2,214 2,612 2,464
Expenses:
Administrative expenses 3,247 4,590 1,571
Interest income (1,292) (364) (926)
Interest expense 4,708 2,110 2,460
-------- -------- --------
6,663 6,336 3,105
======== ======== ========
Loss before income taxes
and equity in net income
of subsidiaries (4,449) (3,724) (641)
Income tax (benefit) (1,639) (933) (195)
-------- -------- --------
Loss before equity in net
income of subsidiaries (2,810) (2,791) (446)
Equity in net income
(loss) of subsidiaries 8,022 (8,232) 6,839
-------- -------- --------
Net income (loss) $ 5,212 $(11,023) $ 6,393
======== ======== ========
Dividends paid by
subsidiaries to Parent $ -- $ 1,500 $ --
======== ======== ========
</TABLE>
See notes to condensed financial statements of registrant.
F-5
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
UNITED INDUSTRIAL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) YEAR ENDED DECEMBER 31
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Operating activities:
Net income (loss) $ 5,212 $(11,023) $ 6,393
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 9 33 34
Deferred income taxes (441) (680) --
Undistributed (earnings) loss of
subsidiaries (8,022) 9,732 (6,839)
Changes in operating assets and
liabilities:
Income taxes 6,951 (3,618) --
Prepaid expenses and other
current assets 732 (939) 662
Current liabilities (616) (2,912) 1,613
Accounts with wholly-owned
subsidiaries 3,037 21,874 6,542
-------- -------- --------
Net cash provided by operating
activities 6,862 12,467 8,405
-------- -------- --------
Investing activities:
Purchase of property and equipment (69) -- --
(Increase) decrease in intercompany
receivables due to transfer of
deferred taxes from wholly-owned
subsidiaries (3,523) 24,109 5,328
Increase (decrease) in deferred
taxes resulting from transfer
from wholly-owned subsidiaries 3,523 (24,109) (5,328)
Other, net (53) -- --
-------- -------- --------
Net cash used in investing
activities (122) -- --
-------- -------- --------
</TABLE>
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
UNITED INDUSTRIAL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (continued)
(DOLLARS IN THOUSANDS) YEAR ENDED DECEMBER 31
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Financing activities:
Proceeds from borrowings $ 12,000 $ 9,000 $ 23,000
Payments on borrowings (12,000) (16,000) (24,000)
Dividends paid (2,571) (4,290) (7,845)
Purchase of treasury shares (475) -- --
Proceeds from exercise of stock
options -- -- 57
-------- -------- --------
Net cash used in financing activities (3,046) (11,290) (8,788)
-------- -------- --------
Increase (decrease) in cash and cash
equivalents 3,694 1,177 (383)
Cash and cash equivalents at
beginning of year 1,941 764 1,147
-------- -------- --------
Cash and cash equivalents at end of
year $ 5,635 $ 1,941 $ 764
======== ======== ========
</TABLE>
See notes to condensed financial statements of registrant.
F-7
<PAGE>
A. ACCOUNTING POLICIES
BASIS OF PRESENTATION
In the parent-company-only financial statements, the Company's investment in
subsidiaries is stated at cost plus equity in undistributed earnings of
subsidiaries since date of acquisition. The Company's share of net income of its
unconsolidated subsidiaries is reflected using the equity method.
Parent-company-only financial statements should be read in conjunction with the
Company's consolidated financial statements.
Certain amounts in the prior years have been reclassified to conform to the
current year's classification.
B. EQUITY IN NET INCOME (LOSS) OF SUBSIDIARIES
In 1993, included in the equity in net loss of subsidiaries is a restructuring
charge of $22,500,000 ($14,370,000, net of tax benefit) regarding the Company's
defense industry subsidiary. A major portion of the charge resulted from the
termination of the operations of AAI/MICROFLITE, a manufacturer of flight
simulators and training devices, due to a lack of new orders. Also, in 1993 the
Company changed its method of accounting for postretirement benefits other than
pensions and income taxes. The implementation of these accounting changes
resulted in a cumulative effect charge against income of $12,890,000, net of tax
benefit and a cumulative effect of $13,884,000 which reduced the 1993 net loss,
respectively. Consequently, the net cumulative effect of these accounting
changes resulted in a $994,000 reduction of the net loss in 1993.
F-8
<PAGE>
<TABLE>
<CAPTION>
Schedule II--Valuation and Qualifying Accounts
United Industrial Corporation and Subsidiaries
December 31, 1994
COL. A Col. B Col. C Col. D Col. E
(1) (2)
Charged to
Balance at Charged to Other Balance at
Beginning of Costs and Accounts Deductions End of
Description Period expenses Describe (Describe) Period
----------- ------ -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1994:
Deducted from asset account:
Allowance for doubtful accounts $ 418,000 $ 50,000 (B) $ 368,000
========== =============== ==========
Product warranty liability $ 800,000 $ 275,000 (B) $ 525,000
========== =============== ==========
Year ended December 31, 1993:
Deducted from asset account:
Allowance for doubtful accounts $ 476,000 $ 41,000 $ 99,000 (A) $ 418,000
========== =========== =============== ==========
Product warranty liability $ 950,000 $ 150,000 (B) $ 800,000
========== =============== ==========
Year ended December 31, 1992:
Deducted from asset account:
Allowance for doubtful accounts $ 560,000 $ 13,000 $ 141,000 (C) $ 238,000 (B) $ 476,000
========== =========== =============== =============== ==========
Product warranty liability $ 850,000 $ 100,000 $ 950,000
========== =========== ==========
<FN>
(A) -- Uncollectible accounts written off, net of recoveries.
(B) -- Reduction of valuation account.
(C) -- Applicable to acquired business.
</TABLE>
F-9
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to its Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNITED INDUSTRIAL CORPORATION
By: /s/ James H. Perry
-------------------------------
James H. Perry
Treasurer and Chief Financial Officer
Date: December 26, 1995
NYFS11...:\95\78495\0001\1196\FRMN155S.53A
