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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 12, 2003
UNITED INDUSTRIES 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 or organization)
333-76055 43-1025604
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(Commission File Number) (I.R.S. Employer Identification Number)
2150 SCHUETZ ROAD
ST. LOUIS, MISSOURI 63146
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(Address of principal executive offices including zip code)
(314) 427-0780
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(Registrant's telephone number, including area code)
8825 PAGE BOULEVARD
ST. LOUIS, MISSOURI 63114
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(Former name or former address, if changed since last report)
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ITEM 7. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Press release dated February 12, 2003.
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ITEM 9. REGULATION FD DISCLOSURE.
On February 12, 2003, United Industries Corporation (the Company) issued a
press release announcing its earnings for the fourth quarter and year ended
December 31, 2002. A copy of the press release is being filed as Exhibit 99.1
to this report and is incorporated herein by reference.
In addition, on the Company's conference call to discuss operating results held
on February 13, 2003, the following information was provided:
o Top-line sales growth for the Company is expected to be 4-5% during
2003;
o The percentage of top-line sales growth in each of the lawn and garden
and household segments is expected to be in the high single digits
during 2003;
o EBITDA (representing earnings before interest, income taxes,
depreciation and amortization expense) growth is expected to be 10-12%
during 2003;
o Acquisition activity is expected to be less in 2003 than in 2002;
o Capital expenditures are expected to be approximately $10 million
during 2003; and
o Free cash flow is expected to be approximately $45-50 million during
2003 and excess cash will be utilized to reduce debt balances as
required by the Company's indenture and may be used for opportunistic
acquisitions.
CERTAIN STATEMENTS CONTAINED HEREIN, AND IN THE PRESS RELEASE FILED AS AN
EXHIBIT TO THIS REPORT, MAY BE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21G OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH INVOLVE RISKS AND
UNCERTAINTIES. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT
EXPECTATIONS OF THE COMPANY. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THESE
STATEMENTS AS A RESULT OF CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS,
UNANTICIPATED CHANGES IN THE FINANCIAL PERFORMANCE OF THE COMPANY OR ITS
CUSTOMERS, THE COMPANY'S INDUSTRY OR THE ECONOMY IN GENERAL, AS WELL AS
VARIOUS OTHER FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES
EXCHANGE COMMISSION, INCLUDING PUBLIC PERCEPTION REGARDING THE SAFETY OF OUR
PRODUCTS AND WEATHER CONDITIONS. THE COMPANY DOES NOT UNDERTAKE ANY
OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS MADE BY OR ON ITS
BEHALF, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, United
Industries Corporation has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
UNITED INDUSTRIES CORPORATION,
Registrant
Dated: February 14, 2003
By: /s/ DANIEL J. JOHNSTON
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Name: Daniel J. Johnston
Title: EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING
OFFICER)
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Press release dated February 12, 2003.