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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): April 5, 2004
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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.)
124 INDUSTRY LANE, HUNT VALLEY, MD 21030
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(Address of Principal Executive Offices) (Zip Code)
(410) 628-3500
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
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(a) On April 5, 2004, United Industrial Corporation (the "Company") engaged KPMG
LLP ("KPMG") as the Company's independent accountants to audit the Company's
consolidated financial statements for the year ending December 31, 2004. Ernst &
Young LLP ("Ernst & Young"), who had been engaged as the Company's principal
independent accountants since 1962, was dismissed on such date.
(b) The decision to change the Company's independent accountants from Ernst &
Young to KPMG was made by the Audit Committee of the Company's Board of
Directors.
(c) Ernst & Young's reports on the Company's consolidated financial statements
during the two-year period ended December 31, 2003 did not contain an adverse
opinion or disclaimer opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
(d) During the two-year period ended December 31, 2003, and the subsequent
interim period preceding such dismissal, the Company did not have any
disagreements with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young, would have
caused it to make a reference to the subject matter of the disagreements in
connection with its reports.
(e) During the two-year period ended December 31, 2003 and the subsequent
interim period preceding such dismissal, there were no "reportable events" (as
hereinafter defined) requiring disclosure pursuant to Item 304(a)(1)(v) of
Regulation S-K. As used herein, the term "reportable event" means any of the
items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.
(f) During the two-year period ended December 31, 2003 and the subsequent
interim period prior to KPMG's engagement, neither the Company nor anyone on its
behalf consulted KPMG regarding either the application of accounting principles
to a specified transaction, whether completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, nor has KPMG provided to the Company a written report or oral advice
regarding such principles or audit opinion.
(g) The Company has requested that Ernst & Young furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of the letter from Ernst & Young dated
April 6, 2004 is filed as Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
16. Letter from Ernst & Young LLP, dated April 6, 2004 pursuant to
Item 304(a)(3) of Regulation S-K, regarding change in certifying accountant.
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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
By: /s/ James H. Perry
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James H. Perry
Chief Financial Officer,
Vice President and Treasurer
Date: April 6, 2004
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EXHIBIT INDEX
Exhibit No. Exhibit
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16 Letter from Ernst & Young LLP, dated April 6, 2004 pursuant
to Item 304(a)(3) of Regulation S-K, regarding change in
certifying accountant.
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