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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): July 26, 2002
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.)
570 LEXINGTON AVENUE, NEW YORK, NY 10022
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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
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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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
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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.
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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.
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UNITED INDUSTRIAL CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
JUNE 30, 2002
(Unaudited) (Unaudited)
(Unaudited) Pro Forma Pro Forma
As Reported Adjustments Results
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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
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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
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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
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$ 272,236 $(69,406) $202,830
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LIABILITIES AND SHAREHOLDER'S EQUITY
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Current liabilities
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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
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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
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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)
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Total Stockholder's Equity 98,810 - 98,810
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Total Liabilities and Stockholder's Equity 272,236 (69,406) 202,830
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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.
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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
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James H. Perry
Chief Financial Officer,
Vice President and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
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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.