UNITED INDUSTRIAL CORP /DE/
8-K, 1997-09-03
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       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): August 28, 1997


                          UNITED INDUSTRIAL CORPORATION
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              (Exact name of registrant as specified in its charter


                                    Delaware
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                 (State or other jurisdiction of incorporation)


        1-4252                                          95-2081809
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(Commission File Number)                    (I.R.S. Employer Identification No.)


                               18 East 48th Street
                            New York, New York 10017
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               (Address of principal executive offices)(Zip Code)


                                 (212) 752-8787
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              (Registrant's telephone number, including area code)


                                    Unchanged
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          (Former name or former address, if changed since last report)


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NYFS11...:\95\78495\0020\70\FRM9027M.070
<PAGE>
Item 5.     OTHER EVENTS.

            On August 8, 1997, United Industrial Corporation ("UIC") consummated
the sale of substantially all of the assets, subject to liabilities, of its Neo
Products Co. ("Neo") subsidiary to a group of private investors. The purchase
price was approximately $750,000 in cash, $850,000 in notes and a contingent
price based on Neo's earnings over the next five years. Excluded from the sale
was Neo's cash and a portion of its real estate. Reference is made to the press
release announcing this sale, which is incorporated herein by reference.



Item 7.     FINANCIAL STATEMENTS AND EXHIBITS.

            (c)   Exhibits

            99.  Press Release of UIC, dated September 2, 1997, relating to
the sale of assets of Neo.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                UNITED INDUSTRIAL CORPORATION



Dated: September 2, 1997                        By: /s/ James H. Perry
                                                   ----------------------------
                                                   James H. Perry, Treasurer




                                        2
<PAGE>
                                 EXHIBIT INDEX


Exhibit No.              Description
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    99                   Press Release of UIC, dated September 2, 1997, 
                         relating to the sale of assets of Neo.







                                                                      EXHIBIT 99


                                                                    NEWS RELEASE

UNITED INDUSTRIAL CORPORATION
18 East 48th Street, New York, NY  10017

Contact:  Susan Fein Zawel
          212-752-8787

FOR IMMEDIATE RELEASE


              UNITED INDUSTRIAL SELLS NEO PRODUCTS CO. SUBSIDIARY
              ---------------------------------------------------

New York, NY, September 2, 1997 - United Industrial Corporation (NYSE:UIC) said
today that it had completed the sale of its Neo Products Co. (Neo) subsidiary
to a group of private investors for approximately $750,000 cash, $850,000 in
notes, and a share of earnings over the next five years.  Excluded from the
sale was cash on hand and a portion of the real estate owned by Neo.

For the six months ended June 30, 1997 and the year ended December 31, 1996,
Neo's sales and earnings were less than 3% and 1% of United Industrial's sales
and earnings, respectively.

"This is the first step in our commitment to divest noncore operations in order
to better focus our research on areas which are central to our growth," said
Richard R. Erkeneff, president and chief executive officer.  "We believe that by
concentrating on defense and related technology businesses we can deliver 
enhanced shareholder value over the long-term."

Neo engineers and fabricates thermoplastic products to the specifications 
submitted by its customers.  Neo also manufactures items for point of purchase
display advertising and consumer products including storage containers, food
service equipment, and automobile fuel tank reservoirs.

United Industrial Corporation is an international high technology company
focused on the design and production of defense, training, transportation, and
energy systems.  Its products include unmanned air vehicles, training and
simulation systems, automated aircraft test and maintenance equipment, and
combat vehicles and ordnance systems.  It also manufactures ground 
transportation components, automated weather reporting systems, combustion 
equipment for biomass and refuse fuels, and specialized firefighter training
installations.


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