================================================================================ 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): July 26, 2002 UNITED INDUSTRIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-4252 95-2081809 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 570 LEXINGTON AVENUE, NEW YORK, NY 10022 - -------------------------------------------------------------------------------- (Address of Principal Executive offices) (Zip Code) (212) 752-8787 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 26, 2002, the Registrant issued a press release announcing that it had completed the previously announced sale of its transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration, and related assets and liabilities (such as accounts receivable, inventory, special tools and supplier contracts), to ALSTOM Transportation Inc. for approximately $19.2 million in cash, subject to post-closing adjustments. The purchase price was arrived at through arms-length negotiations and was based on the Registrant's net costs to perform the two contracts. The press release, which is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference, contains a more complete description of such event. An amendment to the agreement in respect of such sale was entered into concurrently with the completion of such sale, and is filed as Exhibit 99.2 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro Forma Financial Information Filed herewith is the unaudited pro forma condensed consolidated balance sheet of the Registrant as of June 30, 2002, which gives effect to the reported event as though it had occurred on that date. (c) Exhibits Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated July 26, 2002, announcing the completion of the previously announced sale of the Registrant's transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration to ALSTOM Transportation Inc. 99.2 Amendment to Master Agreement, dated as of July 26, 2002, among the Registrant, ALSTOM Transportation Inc. and ALSTOM Canada Inc. 2 PRO FORMA FINANCIAL INFORMATION On July 26, 2002, the Registrant completed the previously announced sale of its transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration, and related assets and liabilities (such as accounts receivable, inventory, special tools and supplier contracts), to ALSTOM Transportation Inc. The purchase price received by the Registrant was approximately $19,200,000 in cash, subject to post-closing adjustments. The following unaudited pro forma condensed consolidated balance sheet is based on the historical statements of the Registrant and gives effect to the sale of the transportation overhaul contracts and related assets and liabilities as discussed above, as though the sale had occurred on June 30, 2002. The Registrant has not presented unaudited pro forma condensed consolidated statements of operations because the reported event affects operations of the Registrant that have previously been reported as discontinued operations. The unaudited pro forma condensed consolidated balance sheet of the Registrant set forth below has been prepared by the Registrant's management and is shown for illustrative purposes only. This financial statement is not necessarily indicative of the future financial position of the Registrant, or of the financial position of the Registrant that would have actually occurred had the reported event been in effect as of the date presented. 3 UNITED INDUSTRIAL CORPORATION UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET JUNE 30, 2002 (Unaudited) (Unaudited) (Unaudited) Pro Forma Pro Forma As Reported Adjustments Results ------------------------------------------------- ASSETS: Current Assets Cash and cash equivalents $ 2,631 $ 4,069 (A) $ 6,700 Trade receivables 34,091 34,091 Inventories Finished goods & work-in-process 25,663 25,663 Materials & supplies 1,433 1,433 ----------------- ------------ 27,096 27,096 Federal income taxes receivable 4,636 4,636 Deferred income taxes 5,436 5,436 Prepaid expenses & other current assets 1,678 1,678 Assets of discontinued operations 124,473 (73,475)(B) 50,998 ----------------- ----------- ------------ Total Current Assets 200,041 (69,406) 130,635 Other assets 53,068 53,068 Property & equipment - less allowance for depreciation (2002 - $85,375) $ 19,127 $ 19,127 ----------------- ----------- ------------ $ 272,236 $(69,406) $202,830 ================= =========== ============ LIABILITIES AND SHAREHOLDER'S EQUITY - ------------------------------------------------ Current liabilities - ------------------------------------------------ Notes payable 2,100 2,100 Accounts payable 16,202 16,202 Accrued employee compensation & taxes 8,514 8,514 Customer advances 6,083 6,083 Provision for contract losses 1,921 1,921 Other current liabilities 7,170 7,170 Liabilities of discontinued operations 93,974 (69,406)(C) 24,568 ----------------- ----------- ------------ Total Current Liabilities 135,964 (69,406) 66,558 Other long-term liabilities 3,353 3,353 Deferred income taxes 11,220 11,220 Postretirement benefits other than pensions 22,889 22,889 Shareholders' Equity - ------------------------------------------------ Common stock $1.00 par value Authorized - 30,000,000 shares; outstanding 13,057,718 shares (net of shares in treasury) June 30, 2002 and December 31, 2002 (net of 14,374 14,374 Additional capital 91,369 91,369 Retained earnings 3,460 3,460 Treasury stock, at cost, 1,316,430 shares at June 30, 2002 and 1,502,280 shares at December 31, 2001 (10,393) (10,393) ----------------- ----------- ------------ Total Stockholder's Equity 98,810 - 98,810 ----------------- ----------- ------------ Total Liabilities and Stockholder's Equity 272,236 (69,406) 202,830 ================= =========== ============ 4 UNITED INDUSTRIAL CORPORATION NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET A. The unaudited pro forma condensed consolidated balance sheet includes the cash received upon the sale of the transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration and related assets and liabilities, net of estimated expenses of the sale of approximately $3.6 million and of the paydown of associated liabilities retained by the Registrant. Additional cash proceeds of approximately $2.6 million relating to estimated working capital adjustments arising from July 2002 operations are excluded from the presentation. B. The unaudited pro forma condensed consolidated balance sheet gives effect to the sale of inventory and accounts receivable related to the aforementioned two transportation contracts. C. The unaudited pro forma condensed consolidated balance sheet gives effect to the sale of liabilities for customer advances, the reduction in reserves for contract losses related to the aforementioned two transportation contracts and the paydown of liabilities retained by the Registrant that were associated with the aforementioned contracts. 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. United Industrial Corporation Date: August 12, 2002 By: /s/ James H. Perry ------------------------------- James H. Perry Chief Financial Officer, Vice President and Treasurer EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated July 26, 2002, announcing the completion of the previously announced sale of the Registrant's transportation overhaul contracts with the New Jersey Transit Corporation and the Maryland Transit Administration to ALSTOM Transportation Inc. 99.2 Amendment to Master Agreement, dated as of July 26, 2002, among the Registrant, ALSTOM Transportation Inc. and ALSTOM Canada Inc.