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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 1
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001.
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from
___________ to ___________
Commission file number: 1-4252
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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)
570 Lexington Avenue
New York, New York 10022
(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
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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 a 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].
[Cover page 1 of 2 pages]
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 4, 2002,
computed by reference to the closing sale price of the registrant's Common Stock
on the New York Stock Exchange on such date: $214,573,051.
On March 4, 2002, the registrant had outstanding 12,965,118 shares of Common
Stock, par value $1.00 per share, which is the registrant's only class of common
stock.
DOCUMENTS INCORPORATED BY REFERENCE:
1. Certain portions of the registrant's Annual Report to Shareholders for
the fiscal year ended December 31, 2001 are incorporated by reference
into Parts I and II of this report.
[Cover page 2 of 2 pages]
EXPLANATORY NOTE
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This Report on Form 10-K/A amends and restates in its entirety Part III of the
Annual Report on Form 10-K of United Industrial Corporation (the "Company") for
the fiscal year ended December 31, 2001:
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to each director
of the Company. Except as otherwise indicated, each director has held his or her
present principal occupation for the past five years.
Age (at Became
Name December 31, 2001) Principal Occupation Director
--------- ---------------------- ----------------------- ----------
Richard R. Erkeneff 66 President of the Company (since October 1995) and AAI 1995
Corporation, a subsidiary of the Company ("AAI")
(since November 1993); Senior Vice President of the
Aerospace Group at McDonnell Douglas Corporation, an
aerospace firm (January to November 1993); and
President (March 1992 to October 1992) and Executive
Vice President (1988 to 1992) of McDonnell Douglas
Electronics Systems Company.
Harold S. Gelb 81 Chairman of the Board of the Company (since November 1995
1995); private investor (since 1985); and retired
senior partner of Ernst & Young LLP, an accounting
firm.
Warren G. Lichtenstein 36 Chairman of the Board, Secretary and the 2001
Managing Member of Steel Partners, L.L.C. ("Steel
LLC"), the general partner of Steel Partners II, L.P.
("Steel") (since January 1, 1996); Chairman and a
director of Steel Partners, Ltd., the general
partner of Steel Partners Associates, L.P., which
was the general partner of Steel (1993 to January
1996); acquisition/risk arbitrage analyst at
Ballantrae Partners, L.P., a private investment
partnership formed to invest in risk arbitrage,
special situations and undervalued companies (1988
to 1990). Mr. Lichtenstein is a director of
Tandycrafts, Inc., Gateway Industries, Inc.,
WebFinancial Corporation, Puroflow Incorporated, ECC
International Corp. and CPX Corp.
Joseph S. Schneider 51 President of JSA Partners, Inc., a consulting firm in 1998
the aerospace and defense industry (since September
1997); Consultant with A.T. Kearney, a subsidiary of
Electronic Data Systems Corporation (September 1995 to
March 1997); President of EDS/JSA International, Inc.,
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a management consulting firm (August 1994 to September
1995) and successor company to JSA International, Inc.
of which he was President (1981-1994); Chairman and
Co-founder of JSA Research, Inc., an independent
aerospace and defense research firm serving
institutional investors (since 1993). Mr. Schneider is
a director of Signal Technology Corporation.
E. Donald Shapiro 70 The Joseph Solomon Distinguished Professor of Law 1996
(since 1983) and Dean/Professor of Law (1973-1983) of
New York Law School. Mr. Shapiro is a director of
Loral Space and Communications, Ltd., Vasomedical,
Inc., Kranzco Realty Trust and Frequency Electronics,
Inc.
Susan Fein Zawel 47 Vice President Corporate Communications and Associate 1995
General Counsel (since June 1995), Secretary (since
May 1994) and Counsel (1992 to 1995) of the Company.
None of the directors is a director of any other company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940,
except as set forth above.
The information required with respect to executive officers is set forth in Part
I of this report under the heading "Executive Officers of the Registrant,"
pursuant to Instruction 3 to paragraph (b) of Item 401 of Regulation S-K.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and any persons who own more than ten percent of the
Company's Common Stock to file reports of initial ownership of the Company's
Common Stock and subsequent changes in that ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Such persons are also
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Form
5's were required, the Company believes that during 2001 all Section 16(a)
filing requirements were complied with.
There are no family relationships between any director or executive officer of
the Company.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the annual compensation
for services in all capacities to the Company for the fiscal years ended
December 31, 2001, 2000 and 1999 of the chief executive officer and each of the
other executive officers of the Company whose annual compensation exceeded
$100,000.
Long-Term
Compensation
Annual Compensation Awards
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Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($)Compensation ($)(1) Options Compensation ($)(2)
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Richard R. Erkeneff 2001 484,000 96,871 -- 27,300
President and Chief 2000 440,000 -- -- 21,238
Executive Officer of the 1999 440,000 -- 100,000 18,432
Company and AAI
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James H. Perry 2001 250,120 10,468 10,000 20,157
Vice President, Chief 2000 200,720 -- 21,000 14,652
Financial Officer and 1999 168,480 -- 24,000 13,014
Treasurer of the Company
and AAI
Robert W. Worthing 2001 265,158 11,097 10,000 27,316
Vice President and General 2000 220,043 -- 21,000 20,821
Counsel of the Company 1999 192,483 -- 24,000 17,992
and AAI
Susan Fein Zawel 2001 200,000 8,370 5,000 21,066
Vice President Corporate 2000 170,512 -- 9,000 15,063
Communications, Secretary 1999 155,952 -- 12,000 13,272
and Associate General
Counsel of the Company
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(1) The aggregate amount of other compensation represents perquisites that
exceed the lesser of $50,000 or 10% of the total annual salary and bonus
reported for such executive officer.
(2) All amounts under this heading represent employer match contributions made
to the Company's 401(k) plan and contributions to the Company's Retirement Plan.
Options Granted in Last Fiscal Year
The following table sets forth certain information concerning options granted
during 2001 to the named executives.
Potential Realizable
Individual Grants Value at Assumed
_____________________________________________________ Annual Rates of
Number of % of Total Stock Price
Securities Options Appreciation for
Underlying Granted to Exercise or Option Term
Options Employees in Base Price ___________________________
Name Granted Fiscal Year ($/Share) Expiration Date 5% ($) 10% ($)
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James H. Perry 21,000 6.58 12.90 February 22, 2011(1) 170,396 431,815
Robert W. Worthing 21,000 6.58 12.90 February 22, 2011(1) 170,396 431,815
Susan Fein Zawel 9,000 2.82 12.90 February 22, 2011(1) 73,027 185,063
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(1) One-third of the options are exercisable upon the first anniversary of the
date of grant, which was February 22, 2001, an additional one-third of the
options are exercisable upon the second anniversary of the date of grant and the
balance of the options are exercisable upon the third anniversary of the date of
grant.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
Number of SecuritiesValue of Unexercised
Underlying In-the-Money
Unexercised Options Options at
Shares at Fiscal Year-End Fiscal Year-End ($)
Acquired on Value Exercisable (E)/ Exercisable (E)/
Name Exercise # Realized ($) Unexercisable (U) Unexercisable (U)
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Richard R. Erkeneff 0 0 460,000(E) 3,420,625(E)
50,000(U) 346,875(U)
James H. Perry 0 0 56,000(E) 441,250(E)
43,000(U) 258,350(U)
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Robert W. Worthing 0 0 52,000(E) 438,000(E)
41,000(U) 242,850(U)
Susan Fein Zawel 0 0 44,000(E) 359,500(E)
21,000(U) 131,150(U)
Employment Agreements
Mr. Erkeneff is employed as President and Chief Executive Officer of the Company
and AAI pursuant to an employment agreement dated December 8, 1998 and amended
as of June 1, 2001 that provides he be paid a salary at the annual rate of
$440,000 until June 30, 2001 and $528,000 thereafter and participate in all life
insurance, medical, retirement, pension or profit sharing, disability or other
employee benefit plans generally made available to other executive officers of
the Company or AAI. The employment agreement terminates on December 31, 2002,
unless Mr. Erkeneff's employment is terminated prior thereto by the Company for
cause. Pursuant to the employment agreement, Mr. Erkeneff is eligible to receive
annual cash bonuses pursuant to the Company's Performance Sharing Plan ("PSP"),
plus a discretionary amount of up to forty percent (40%) of the PSP formula as
may be granted by the Company's Board of Directors, not to exceed three hundred
thirty thousand dollars ($330,000) per annum prior to July 1, 2001. On January
4, 1999, in accordance with his employment agreement, Mr. Erkeneff also received
an option to acquire 100,000 shares of the Company's common stock pursuant to
the terms of the Company's 1994 Stock Option Plan, at $913/16 per share, an
exercise price equal to the fair market value of the common stock as of the
grant date, terminating on June 30, 2003. Of the total 100,000 shares subject to
this option, 50,000 shares may be purchased when the fair market value of Common
Stock is, for a period of not less than sixty (60) consecutive days, not less
than $16.00; and an additional 50,000 shares may be purchased when the fair
market value of Common Stock is, for a period of not less than sixty (60)
consecutive days, not less than $18.00. The employment agreement also provides
for Mr. Erkeneff to designate a beneficiary for $200,000 of a key man life
insurance policy. In the event that the Company terminates the employment of Mr.
Erkeneff without cause (as such term is defined in the employment agreement) or
Mr. Erkeneff terminates his employment for Good Reason (as such term is defined
in the employment agreement), Mr. Erkeneff will be entitled to (a) one hundred
percent (100%) of his annualized base salary, plus (b) an incentive compensation
award equal to 45% of the amount specified in (a) above, payable through the
termination date of the employment agreement.
Mr. Perry is employed by the Company pursuant to an employment agreement that
provides he be paid a salary at the annual rate of $200,720, adjusted as of
January 1, 2002 to $262,600, and participate in all life insurance, medical,
retirement, pension or profit sharing, disability or other employee benefit
plans generally made available to other executive officers of the Company. The
employment agreement terminates on February 28, 2003, unless Mr. Perry's
employment is terminated prior thereto by the Company for cause. Pursuant to the
employment agreement, Mr. Perry is eligible to receive annual discretionary
salary increases and cash bonuses as may be granted by the Company's Board of
Directors. In the event that the Company terminates the employment of Mr. Perry
without cause (as such term is defined in the employment agreement), or if Mr.
Perry terminates his employment for Good Reason (as such term is defined in the
employment agreement), Mr. Perry will be entitled to (a) 150% of his annualized
base salary, plus (b) an incentive compensation award equal to 35% of the amount
specified in (a) above, payable over a period of 18 months following cessation
of employment.
Mr. Worthing is employed by the Company pursuant to an employment agreement that
provides he be paid a salary at the annual rate of $220,043, adjusted as of
January 1, 2002 to $275,558, and participate in all life insurance, medical,
retirement, pension or profit sharing, disability or other employee benefit
plans generally made available to other executive officers of the Company. The
employment agreement terminates on February 28, 2003 unless Mr. Worthing's
employment is terminated prior thereto by the Company for cause. Pursuant to the
employment agreement, Mr. Worthing is eligible to receive annual discretionary
salary increases and cash bonuses as may be granted by the Company's Board of
Directors. In the event that the Company terminates the employment of Mr.
Worthing without cause (as such term is defined in the employment agreement), or
if Mr. Worthing terminates his employment for Good Reason (as such term is
defined in the employment agreement), Mr. Worthing will be entitled to (a) 150%
of his annualized base salary, plus (b) an incentive compensation award equal to
42% of the amount specified in (a) above, payable over a period of 18 months
following cessation of employment.
Ms. Fein Zawel is employed by the Company pursuant to an employment agreement
that provides she be paid a salary at the annual rate of $170,512, adjusted as
of January 1, 2001 to $200,000, and participate in all life insurance, medical,
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retirement, pension or profit sharing, disability or other employee benefit
plans generally made available to other executive officers of the Company. The
employment agreement terminates on February 28, 2003, unless Ms. Fein Zawel's
employment is terminated prior thereto by the Company for cause. Pursuant to the
employment agreement, Ms. Fein Zawel is eligible to receive annual discretionary
salary increases and cash bonuses as may be granted by the Company's Board of
Directors. In the event that the Company terminates the employment of Ms. Fein
Zawel without cause (as such term is defined in the employment agreement), or if
Ms. Fein Zawel terminates her employment for Good Reason (as such term is
defined in the employment agreement), Ms. Fein Zawel will be entitled to (a)
150% of her annualized base salary, plus (b) an incentive compensation award
equal to 34% of the amount specified in (a) above, payable over a period of 18
months following cessation of employment.
Retirement Benefits
All employees of the Company and its subsidiaries are eligible to participate in
the UIC Retirement Plan, a cash balance plan (the "Retirement Plan") upon
commencement of employment. In accordance with the Retirement Plan, a
participant's accrued benefit includes the actuarial equivalent of the
participant's accrued benefit under the applicable predecessor defined benefit
plan as of December 31, 1994 plus annual allocations based upon a percentage of
salary and interest earned on such participant's account thereafter. The
Retirement Plan also has options for early retirement and alternative forms of
payment, including lump sum benefits and benefits for surviving spouses. The
estimated annual benefit to be provided by the UIC Retirement Plan and payable
to Messrs. Erkeneff, Perry and Worthing and Ms. Fein Zawel, commencing at normal
retirement age, are $12,403, $18,622, $19,432 and $15,812, respectively.
United Industrial Corporation Health-Care Plan for Retired Directors
The Company has implemented the United Industrial Corporation Health-Care Plan
for Retired Directors (the "Plan"), which was adopted by the Company's Board of
Directors on December 18, 1995. The Board may, in its sole discretion, amend,
suspend or terminate the Plan, at any time, with or without prior notice. A
director of the Company is eligible to participate in the Plan if he or she: (i)
ceases to be a member of the Board; (ii) has served as a member of the Board for
15 full years; (iii) has attained the age of 65; (iv) is eligible for Medicare
Part A; and (v) has enrolled in both Medicare Part A and Medicare Part B and any
other available supplemental medical or hospitalization coverage by reason of
entitlement under any government entitlement, including, without limitation,
that provided under Title XVIII of the Social Security Act. A director who
participates in the Plan is entitled to coverage under the group medical plan
available to the executive officers of the Company on the same terms and
conditions as such coverage is available to such executive officers and their
spouses and dependents. If a director who participates in the Plan resides
outside the service area of the Company's group medical plan, such director and
his or her spouse and dependents will receive medical benefit coverage under a
medical plan or health insurance policy which provides benefits that are
reasonably comparable to the benefits under the Company's group medical plan;
however, if no such coverage is reasonably available (whether due to geography
or the physical condition of the director or his or her spouse or dependents),
then the Company will reimburse such director for any reasonable expense that
would have been covered under the Company's group medical plan. Benefits
provided under the Plan will be secondary to any benefits under any other
hospitalization or major medical plan or arrangement provided to such director
under government entitlements or provided to such director (either directly or
indirectly through such director's spouse) by any other personal or
employer-provided health-care plan or health insurance policy.
Director Compensation
Directors received $20,000 per year and $1,000 for each meeting attended, and a
fee of $500 for each committee meeting attended. In lieu of such fees, Mr. Gelb,
Chairman of the Board, received $10,000 per month, increased to $12,500 per
month effective June 1, 2001. In addition, Mr. Schneider also served as a
director of AAI, for which he received compensation of $2,000 per meeting.
All current directors are eligible to participate in the medical plan available
to the executive officers of the Company. The Company also has a medical plan
for retired directors as described above. Nonemployee directors also participate
in the Company's 1996 Stock Option Plan for Nonemployee Directors (the "1996
Plan"). Pursuant to the 1996 Plan, each Eligible Director (as defined in the
1996 Plan) is granted an option to purchase 15,000 shares of Common Stock upon
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their initial appointment to the Board of Directors, exercisable at the market
price of the Company's Common Stock on the date of grant. The options granted
under the 1996 Plan expire ten years after the date of grant and become
exercisable (i) as to one-third of the total number of shares subject to the
grant on the date of grant (the "First Vesting Date"), (ii) as to an additional
one-third of the total number of shares subject to the grant on the date of the
next annual shareholders' meeting after the First Vesting Date (the "Second
Vesting Date"), and (iii) as to the remaining one-third of the total number of
shares subject to the grant on the date of the next annual shareholders' meeting
after the Second Vesting Date (the "Final Vesting Date"). On the date of the
annual shareholders' meeting which takes place during the calendar year in which
the first anniversary of the Final Vesting Date occurs, each Eligible Director
shall automatically be granted an option to purchase 15,000 shares of Common
Stock, provided such grantee is an Eligible Director in office immediately
following such annual meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
On March 22, 2002, there were outstanding and entitled to vote 12,976,718 shares
of Common Stock. At March 22, 2002, more than 5% of the Company's outstanding
voting securities was beneficially owned by each of the persons named in the
following table, except that the information as to Kennedy Capital Management,
Inc., Dimensional Fund Advisors Inc., Elaine Fein and J.P. Morgan Chase & Co. is
as of December 31, 2001 and is based upon information furnished to the Company
by such persons in Schedules 13G, and the information as to Steel Partners II,
L.P. is based upon information furnished by such entity in a Schedule 13D and a
Form 4.
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
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Common Stock Kennedy Capital Management, Inc. 1,509,450(1) 11.63%
10829 Olive Boulevard
St. Louis, Missouri 63141
Common Stock Steel Partners II, L.P. 1,310,250 10.10%
150 East 52 Street
New York, New York 10022
Common Stock Dimensional Fund Advisors Inc. 1,059,440(2) 8.16%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Common Stock Elaine Fein 983,747(3) 7.58%
P.O. Box 99
Scarsdale, New York 10583
Common Stock J.P. Morgan Chase & Co. 914,551(4) 7.05%
270 Park Avenue
New York, New York 10017
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(1) Kennedy Capital Management, Inc., a registered investment advisor, has sole
voting power as to 1,496,400 shares of Common Stock and sole dispositive power
as to 1,509,450 shares.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, is deemed
to have beneficial ownership of 1,059,440 shares of Common Stock. Dimensional
furnishes investment advice to four investment companies registered under the
Investment Company Act of 1940, and serves as investment manager to certain
other commingled group trusts and separate accounts (collectively, the "Funds").
In its role as investment advisor or manager, Dimensional possesses voting
and/or investment power over the securities of the Company that are owned by the
Funds. Dimensional disclaims beneficial ownership of such securities.
(3) Includes 912,551 shares of Common Stock owned by The Estate of Bernard Fein,
of which Ms. Fein is an executor, and 71,196 shares owned by The Fein
Foundation, of which Ms. Fein is a trustee.
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(4) Includes 912,551 shares of Common Stock owned by The Estate of Bernard Fein,
of which J.P. Morgan Chase & Co. is an executor.
Security Ownership of Management
The following table sets forth, as of March 1, 2002, the number of shares of
Common Stock of the Company beneficially owned by each director of the Company,
each executive officer named in the Summary Compensation Table above, and by all
directors and executive officers of the Company as a group. Except as otherwise
indicated all shares are owned directly.
Amount and
Nature of Beneficial Percent
Name or Group Ownership(1)(2) of Class
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Richard R. Erkeneff 596,000 4.44%
Harold S. Gelb 35,000 (3)
Warren G. Lichtenstein 1,315,250(4) 10.14%
James H. Perry 82,843 (3)
Joseph S. Schneider 25,000 (3)
E. Donald Shapiro 45,000 (3)
Robert W. Worthing 80,419(5) (3)
Susan Fein Zawel 386,954(6) 2.97%
All directors and executive officers as a group,
consisting of 8 persons 2,566,466 18.72%
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(1) The information as to securities owned by directors and executive officers
was furnished to the Company by such directors and executive officers. Includes
units in the Company's 401(k) plan, which consist of shares of Common Stock and
cash.
(2) Includes shares which the following persons have the right to acquire within
60 days through the exercise of stock options: Mr. Erkeneff, 460,000 shares; Mr.
Gelb, 30,000 shares; Mr. Lichtenstein, 5,000 shares; Mr. Perry, 77,000 shares;
Mr. Schneider, 20,000 shares; Mr. Shapiro, 30,000 shares; Mr. Worthing, 71,000
shares; Ms. Fein Zawel, 55,000 shares; and all directors and executive officers
as a group, 748,000 shares.
(3) Less than 1%.
(4) All of such shares are owned by Steel Partners II, L.P. ("Steel") (other
than Mr. Lichtenstein's stock options). Mr. Lichtenstein is the Chairman of the
Board, Secretary and Managing Member of the general partner of Steel. Mr.
Lichtenstein disclaims beneficial ownership of the shares owned by Steel, except
to the extent of his pecuniary interest therein.
(5) Does not include 500 shares of Common Stock owned by Mr. Worthing's spouse,
as to which he disclaims beneficial ownership.
(6) Includes 11,440 shares of Common Stock owned by Ms. Fein Zawel's spouse,
4,772 shares of Common Stock owned by Ms. Fein Zawel jointly with her spouse,
and 32,634 shares of Common Stock held in trust for her minor children.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 7, 2001, the Company entered into an agreement with Steel Partners II,
L.P. ("Steel"), a 10.10% shareholder of the Company, Warren Lichtenstein and
James Henderson, pursuant to which the Company agreed that Mr. Lichtenstein
would be nominated as a director at the Company's 2001 Annual Meeting and that
Mr. Henderson could attend Board meetings as an observer for a period of three
years, provided that Mr. Lichtenstein is a director, Steel has no more than one
affiliate or representative on the Board and Steel owns at least 5% of the
Company's outstanding stock.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
By: /s/ Richard R. Erkeneff
---------------------------------------
Richard R. Erkeneff, President
Date: April 17, 2002
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