United Industries 10K/A 2002 Annual report (amended)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2002
OR
o	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: 333-76055

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

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 office, including zip code)

(314) 427-0780
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:None

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. Yesý Noo

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 statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not Applicable.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso Noý

The aggregate market value of common stock held by non-affiliates is not determinable because there is no established public market for the registrant's common stock.

As of February 28, 2003, the registrant had 33,188,000 Class A voting and 33,188,000 Class B nonvoting shares of common stock outstanding and 37,600 nonvoting shares of Class A preferred stock outstanding.

Documents incorporated by reference: None

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A to our 2002 Annual Report on Form 10-K, which we filed on March 20, 2003 (the "Original Filing"), to include as exhibits contracts that were not included with our original filing. All exhibits listed in the Exhibit Index are either hereby incorporated by reference from a previously filed registration statement or report filed with the Securities and Exchange Commission, filed with the Original Filing, or filed herein with this Form 10-K/A. Any items in the Original Filing not expressly changed hereby shall be as set forth in the Original Filing.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

a.

The following documents are filed as part of this Annual Report:

3.: The exhibits listed in the Exhibit Index were filed with the Original Filing on March 20, 2002, are filed herewith, or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, United Industries Corporation has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED INDUSTRIES CORPORATION, Registrant
Dated: April 17, 2003	By:		/s/ ROBERT L. CAULK Robert L. Caulk Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

CERTIFICATIONS

I, Robert L. Caulk, certify that:

1.

I have reviewed this annual report on Form 10-K/A of United Industries Corporation;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c): presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.: The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: April 17, 2003

By:

/s/ ROBERT L. CAULK

Robert L. Caulk
President and Chief Executive Officer

I, Daniel J. Johnston, certify that:

1.

I have reviewed this annual report on Form 10-K/A of United Industries Corporation;

2.

3.

4.

(a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
(c): presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

(a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.: The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: April 17, 2003

By:

/s/ DANIEL J. JOHNSTON

Daniel J. Johnston
Executive Vice President and
Chief Financial Officer

EXHIBIT INDEX

3.1		Amended and Restated Certificate of Incorporation of the Company, dated January 13, 1999. (1)
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated January 20, 1999. (1)
3.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated November 9, 2000. (4)
3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated December 13, 2001. (9)
3.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated May 7, 2002. (9)
3.6		By-laws of the Company. (1)
4.1		Securities Purchase Agreement, dated as of March 19, 1999, among the Company, CIBC Oppenheimer Corp. and NationsBanc Montgomery Securities L.L.C. (1)
4.2		Indenture, dated as of March 24, 1999, between the Company and State Street Bank and Trust Company as Trustee with respect to the 9⁷/8% senior subordinated notes due 2009 (including the form of 9⁷/8% senior subordinated notes). (1)
4.3		Registration Rights Agreement, dated as of March 24, 1999, among the Company, CIBC Oppenheimer Corp. and NationsBanc Montgomery Securities L.L.C. (1)
10.1		United Industries Corporation Deferred Compensation Plan. (1)†
10.2		United Industries Corporation 1999 Stock Option Plan. (1)†
10.3		United Industries Corporation 2001 Stock Option Plan. (4)†
10.4		Form of Stock Option Agreement to the Company's 2001 Stock Option Plan.†
10.5		Management Agreement, dated as of January 20, 1999, between the Company and Stephen R. Brian. (1)†
10.6		Management Agreement, dated as of January 20, 1999, between the Company and Richard A. Bender. (1)†
10.7		Management Agreement, dated as of January 20, 1999, between the Company and William P. Johnson. (1)†
10.8		Management Agreement, dated as of January 20, 1999, between the Company and Daniel J. Johnston. (1)†
10.9		Restated Management Agreement, dated as of March 30, 2001, by and among the Company, Daniel Johnston and the Trust established by that certain Trust Agreement dated as of January 20, 1999 by and between the Company and Stephen R. Brian, as original trustee. †
10.10		Consulting Agreement, dated as of January 20, 1999, between the Company and David A. Jones. (1)
10.11		Stockholders Agreement, dated as of January 20, 1999, among the Company and the Stockholders (as defined therein). (1)
10.12		Employment Letter Agreement, dated as of January 22, 2001, between the Company and John Timony. †
10.13		Amendment to Employment Letter Agreement, dated as of March 7, 2001, between the Company and John Timony. †
10.14		Second Amendment to Employment Letter Agreement, dated as of June 11, 2001, between the Company and John Timony. †
10.15		Amended and Restated Employment Agreement, dated as of January 1, 2002, between the Company and Robert L. Caulk. †
10.16		Employment Letter Agreement, dated as of March 28, 2001, between the Company and Kent J. Davies. †
10.17		Amendment to Employment Letter Agreement, dated as of June 11, 2001, between the Company and Kent J. Davies. †

10.18		Employment Letter Agreement, dated as of February 2, 1995, between the Company and Robert S. Rubin. †
10.19		Amendment to Employment Letter Agreement, dated as of June 11, 2001, between the Company and Robert S. Rubin. †
10.20		Amendment to Employment Letter Agreement, dated as of April 2, 2002, between the Company and Robert S. Rubin. †
10.21		Professional Services Agreement, dated as of January 20, 1999, between THL Equity Advisors IV, L.L.C., Thomas H. Lee Capital, L.L.C. and the Company. (1)
10.22		Amended and Restated Credit Agreement dated as of March 24, 1999 among the Company, NationsBanc Montgomery Securities L.L.C., Morgan Stanley Senior Funding, Inc., Canadian Imperial Bank of Commerce, NationsBank, N.A., the Initial Lenders (as defined therein), the Swing Line Bank (as defined therein) and the Initial Issuing Bank (as defined therein). (1)
10.23		Waiver No. 1 dated as December 30, 1999 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities LLC (formerly known as NationsBanc Montgomery Securities LLC), Morgan Stanley Senior Funding, Inc. and Canadian Imperial Bank of Commerce.
10.24		Amendment and Waiver No. 2 dated as January 24, 2000 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities LLC (formerly known as NationsBanc Montgomery Securities LLC), Morgan Stanley Senior Funding, Inc. and Canadian Imperial Bank of Commerce.
10.25		Amendment and Waiver No. 3 dated as November 7, 2000 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities LLC (formerly known as NationsBanc Montgomery Securities LLC), Morgan Stanley Senior Funding, Inc. and Canadian Imperial Bank of Commerce.
10.26		Amendment No. 4 dated as February 13, 2002 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities LLC (formerly known as NationsBanc Montgomery Securities L.L.C.), Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce. (5)
10.27		Amendment No. 5 dated as May 8, 2002 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities L.L.C. (formerly known as NationsBanc Montgomery Securities L.L.C.) and Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce. (6)
10.28		Amendment No. 6 dated as June 14, 2002 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities L.L.C. (formerly known as NationsBanc Montgomery Securities L.L.C.) and Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce. (7)

10.29		Amendment No. 7 dated as of September 30, 2002 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Company, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities L.L.C. (formerly known as NationsBanc Montgomery Securities L.L.C.) and Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce. (8)
10.30		Amendment No. 8 dated as of November 4, 2002 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Compa ny, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities L.L.C. (formerly known as NationsBanc Montgomery Securities L.L.C.) and Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce. (8)
10.31		Amendment No. 9 dated as of December 6, 2002 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Compa ny, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities L.L.C. (formerly known as NationsBanc Montgomery Securities L.L.C.) and Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce.
10.32		Amendment No. 10 dated as of March 14, 2003 to the Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended) among the Comp any, certain banks, financial institutions and other institutional lenders party thereto, Bank of America, N.A. (formerly known as NationsBank, N.A.), Banc of America Securities L.L.C. (formerly known as NationsBanc Montgomery Securities L.L.C.) and Morgan Stanley Senior Funding, Inc., and Canadian Imperial Bank of Commerce.
10.33		Office Lease, dated as of June 15, 1987, between Mid-County Trade Center Investment Company Limited Partnership, Moran Foods and Moran Foods Inc. (3)
10.34		First Amendment dated as of August 31, 1987 to Office Lease, dated as of June 15, 1987, between Mid-County Trade Center Investment Company Limited Partnership, Moran Foods and Moran Foods Inc. (3)
10.35		Second Amendment dated as of March 2, 1990 to Office Lease, dated as of June 15, 1987, between Mid-County Trade Center Investment Company Limited Partnership, Moran Foods and Moran Foods Inc. (3)
10.36		Third Amendment dated as of April 3, 1992 to Office Lease, dated as of June 15, 1987, between Mid-County Trade Center Investment Company Limited Partnership, Moran Foods and Moran Foods Inc. (3)
10.37		Fourth Amendment dated as of June 6, 1994 to Office Lease, dated as of June 15, 1987, between Mid-County Trade Center Investment Company Limited Partnership, Moran Foods and Moran Foods Inc. (3)
10.38		Fifth Amendment dated as of October 1, 1996 to Office Lease, dated as of June 15, 1987, between Mid-County Trade Center Investment Company Limited Partnership, Moran Foods and Moran Foods Inc. (3)
10.39		Lease, dated as of December 1, 1995, between Rex Realty Co. and the Company. (1)
10.40		Lease, dated as of November 27, 1989, between Rex Realty Co. and the Company. (1)
10.41		Lease, dated as of October 13, 1995, between First Industrial Financing Partnership LP and Rex Realty Co.
10.42		Sublease, dated as of October 13, 1995, between Rex Realty Co. and the Company.
10.43		Exchange Agreement dated as of June 14, 2002, among Bayer Corporation, an Indiana corporation, Bayer Advanced L.L.C., a Delaware limited liability company, and the Company. (7) (*)

10.44		In-Store Service Agreement dated as of June 7, 2002 among the Company, Bayer Corporation, an Indiana corporation, and Bayer Advanced L.L.C., a Delaware limited liability company. (7) (*)
10.45		Supply Agreement dated as of June 14, 2002 between Bayer Corporation, an Indiana corporation, and the Company. (7) (*)
21.1		Subsidiaries. (9)
99.1		Form of Letter of Transmittal. (2)
99.2		Form of Letter of Notice of Guaranteed Delivery. (2)
99.3		Form of Tender Instructions. (2)

(1): Previously filed as an Exhibit to Registrant's Registration Statement on Form S-4 (No. 333-76055) filed on April 9, 1999 and incorporated by reference herein.
(2): Previously filed as an Exhibit to Registrant's Registration Statement on Form S-4/A (No. 333-76055) filed on July 22, 1999 and incorporated by reference herein.
(3): Previously filed as an Exhibit to the Registrant's Form 10-K filed on March 30, 2000 and incorporated by reference herein.
(4): Previously filed as an Exhibit to the Registrant's Form 10-K filed on April 20, 2001 and incorporated by reference herein.
(5): Previously filed as an Exhibit to the Registrant's Form 8-K filed on February 16, 2002 and incorporated by reference herein.
(6): Previously filed as an Exhibit to the Registrant's Form 8-K filed on May 24, 2002 and incorporated by reference herein.
(7): Previously filed as an Exhibit to the Registrant's Form 10-Q filed on August 14, 2002 and incorporated by reference herein.
(8): Previously filed as an Exhibit to the Registrant's Form 10-Q filed on November 12, 2002 and incorporated by reference herein.
(9): Previously filed as an Exhibit to the Registrant's Form 10-K filed on March 20, 2003 and incorporated by reference herein.
(*): Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(†): Management contract or compensatory plan.

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PART IV
SIGNATURES
CERTIFICATIONS
EXHIBIT INDEX

United Industries Inactive 10-K/A2002 FY Annual report (amended)