8-K

UNITED STATES

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):  January 10, 2005

United Industries Corporation

(Exact name of registrant as specified in its charter)

333-76055
(Commission File Number)
Delaware	43-1025604
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2150 Schuetz Road St. Louis, Missouri 63146
(Address of principal executive offices, with zip code)
(314) 427-0780
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreements.

On January 14, 2005, United Industries Corporation (“United”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among United and UIC Holdings, L.L.C., a Delaware limited liability company (“Holdings”).  The Merger Agreement and the transactions contemplated thereby have been approved by United’s board of directors, Holdings’ manager, holders of a majority of United’s voting capital stock, and holders of a majority of Holdings’ membership interests.  Pursuant to the Merger Agreement, Holdings has merged with and into United, and Holdings has ceased to exist as a separate entity (the “Merger”).  The Merger became effective on January 14, 2005.  Immediately prior to the Merger, Holdings, which was owned by Thomas H. Lee Equity Fund IV, L.P. and its affiliates, held approximately 84% of total issued and outstanding shares of each class of United common stock.  Holdings also held warrants to purchase common stock of United.  Holdings was formed by Thomas H. Lee Equity Fund IV, L.P. to hold United securities and has engaged in no activity other than investing in and owning those securities.

Pursuant to the Merger Agreement, the former members of Holdings will, subject to certain conditions, receive, in respect of their interests in Holdings, shares of United common stock and warrants to purchase United common stock.

To facilitate the Merger, United entered into Amendment No. 1 (“Amendment No. 1”), dated as of January 10, 2005, to the Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of July 30, 2004 among United, as borrower, the financial institutions party thereto, Citigroup Global Markets, Inc., as syndication agent, JPMorgan Chase Bank, as documentation agent, and Bank of America, N.A., as administrative agent and collateral agent.  Amendment No. 1 amended the Credit Agreement solely to permit United to undertake the Merger.

The foregoing description of the Merger Agreement and Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and Amendment No. 1, copies of which are attached hereto as Exhibit 2.1 and Exhibit 10.54, respectively, and which are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger by and among United Industries Corporation and UIC Holdings, L.L.C., dated as of January 14, 2005.
10.54	Amendment No. 1, dated as of January 10, 2005, to the Amended and Restated Credit Agreement, dated as of July 30, 2004, among United Industries Corporation, the financial institutions party thereto, Citigroup Global Markets Inc., as syndication agent, JPMorgan Chase Bank, as documentation agent, and Bank of America, N.A., as administrative agent and collateral agent.

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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: January 14, 2005	By:	/s/ Daniel J. Johnston
	Name:	Daniel J. Johnston
	Title:	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

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Exhibit Index

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger by and among United Industries Corporation and UIC Holdings, L.L.C., dated as of January 14, 2005.
10.54	Amendment No. 1, dated as of January 10, 2005, to the Amended and Restated Credit Agreement, dated as of July 30, 2004, among United Industries Corporation, the financial institutions party thereto, Citigroup Global Markets Inc., as syndication agent, JPMorgan Chase Bank, as documentation agent, and Bank of America, N.A., as administrative agent and collateral agent.

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER  (this “Merger Agreement”), dated as of January 14, 2005, between United Industries Corporation, a Delaware corporation (the “Corporation”), and UIC Holdings, L.L.C., a Delaware limited liability company (the “LLC”).  The Corporation and the LLC are hereinafter sometimes collectively referred to as the “Constituent Entities”.

WHEREAS, the Board of Directors of the Corporation has, by resolutions duly adopted, approved this Merger Agreement and the transactions contemplated hereby;

WHEREAS, the stockholders of the Corporation have approved this Merger Agreement and the transactions contemplated hereby;

WHEREAS, the manager of the LLC has approved this Merger Agreement and the transactions contemplated hereby;

WHEREAS, the holders of a majority of the membership interests in the LLC have approved this Merger Agreement and the transactions contemplated hereby;

WHEREAS, the LLC beneficially owns 30,331,965 shares of Class A Voting Common Stock, par value $0.01 per share (the “Class A Common Stock”), 30,331,965 shares of Class B Non-Voting Common Stock, par value $0.01 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), of the Corporation and warrants to acquire 9,373,163.66 shares of Common Stock (“Warrants”); and

WHEREAS, for United States federal income tax purposes, the Constituent Entities intend that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Constituent Entities intend by executing this Agreement to adopt a plan of reorganization within the meaning of Treasury Regulation Section 1.368-2(g).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for the purpose of merging the LLC with and into the Corporation and setting forth certain terms and conditions of such merger and the mode of carrying the same into effect, the LLC and the Corporation hereby agree as follows:

1.Merger.  Upon the terms and subject to the conditions hereof and in accordance with Section 264 of the General Corporation Law of the State of Delaware and Section 18-209 of the Delaware Limited Liability Company Act, the LLC shall be merged with and into the Corporation, the separate existence of the LLC shall cease and the Corporation shall continue as the surviving corporation (the “Merger”).  The Corporation, as the surviving corporation after the Merger, is herein referred to as, the “Surviving Entity.”  The Merger shall become effective at the time and on the date of the filing of a Certificate of Merger under the

applicable requirements of Delaware law, or such later time and date as may be set forth in the Certificate of Merger (the “Effective Time”).

2.Effect of Merger.  The consummation of the Merger will have the effects provided in this Agreement and in Delaware law with respect to a merger of a domestic limited liability company into a domestic corporation.

3.Certificate of Incorporation and By-Laws.  The Corporation’s Amended and Restated Certificate of Incorporation, as amended, and By-Laws shall be the Certificate of Incorporation and By-Laws of the Surviving Entity.

4.Directors and Officers.

(a)The directors of the Corporation at the Effective Time shall be the directors of the Surviving Entity from and after the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Corporation, or as otherwise provided by law.

(b)The officers of the Corporation at the Effective Time shall be the officers of the Surviving Entity, each to hold office until their respective successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation or By-Laws of the Corporation, or as otherwise provided by law.

5.Further Assurances.  From time to time, as and when required by the Surviving Entity or by its successors and assigns, there shall be executed and delivered on behalf of the LLC such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action as shall be appropriate or necessary in order to vest, perfect or confirm, of record or otherwise, in the Surviving Entity the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of the LLC and otherwise to carry out the purposes of this Merger Agreement, and the officers of the Surviving Entity are fully authorized in the name and on behalf of the LLC or otherwise to take any and all such action to execute and deliver any and all such deeds and other instruments.

6.Conversion of Units.  As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:

(a)All membership interests in the LLC (collectively, the “Units”) shall be exchanged for duly authorized, validly issued, fully paid and nonassessable shares of Class A Voting Common Stock, Class B Non-Voting Common Stock and warrants exercisable for Common Stock of the Surviving Entity, as set forth on Schedule I attached hereto.

(b)All Units to be exchanged pursuant to Section 6(a) shall from and after the Effective Time no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and each former holder of Units shall cease to have any rights as a member of the LLC, except the right to receive in accordance with Section 6(a) that number of

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shares of Class A Common Stock, Class B Common Stock and Warrants set forth opposite each member’s name on Schedule I attached hereto.

7.Condition Precedent.  As a condition precedent to any member of the LLC receiving consideration as a result of the Merger, such member shall execute and become a party to the Corporation’s Stockholders Agreement dated January 20, 1999.

8.Cancellation of Shares; Warrants.  As of the Effective Time, all shares of Common Stock issued and outstanding immediately prior to the Effective Time and all shares of Common Stock underlying Warrants held by the LLC immediately prior to the Effective Time shall no longer be outstanding and shall be cancelled and retired as treasury shares.  In addition, all Warrants held by the LLC as of the Effective Time shall be cancelled.

9.Indemnification.  From and after the Effective Time, Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P. and Thomas H. Lee Foreign Fund IV-B, L.P. (collectively, “THL”), hereby jointly and severally agree to indemnify, defend and hold harmless the Surviving Entity, its subsidiaries and affiliates from and against any damages, liabilities or losses incurred by the Surviving Entity or any of its subsidiaries or affiliates as a result of or arising out of any liabilities of the LLC, other than such liabilities of the LLC that arise out of or relate to (i) the LLC being deemed to influence or control the Corporation, (ii) laws imposing liability solely by reason of the LLC’s percentage ownership of the Corporation or (iii) any actions taken at the request or on behalf of the Corporation or any of its subsidiaries or affiliates, including without limitation the filing of any tax returns or filings with governmental or regulatory agencies.  Notwithstanding anything herein to the contrary, the Surviving Entity, its subsidiaries and affiliates shall not be entitled to make any claim for indemnification against THL after twelve (12) months after the date of this Agreement.

10.Amendment and Modification.  This Merger Agreement may be amended or modified at any time by the parties hereto, but only pursuant to an instrument in writing signed by the parties and only in accordance with applicable provisions of Delaware law.

11.Entire Agreement; Assignment.  This Merger Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

12.Validity.  The invalidity or unenforceability of any term or provision of this Merger Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions in any other situation or in any other jurisdiction.

13.Governing Law.  This Merger Agreement shall be governed by, enforced under and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule thereof.

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14.Descriptive Headings.  The descriptive headings herein are inserted for convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision of, or scope or intent of, this Merger Agreement or in any way affect this Merger Agreement.

15.References.  All words used in this Merger Agreement shall be construed to be of such number and gender as the context requires or permits.

16.Counterparts.  This Merger Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the LLC and the Corporation have caused this Merger Agreement to be signed by their respective duly authorized persons as of the date first above written.

UIC HOLDINGS, L.L.C.
By:
	Name:
	Title:
UNITED INDUSTRIES CORPORATION
By:
	Name:
	Title:
For purposes of Section 9 only:
THOMAS H. LEE EQUITY FUND IV, L.P.
By:		THL Equity Advisors IV, LLC,
		its General Partner
By:		Thomas H. Lee Partners, L.P.,
		its Managing Member
By:		Thomas H. Lee Advisors, LLC
		its General Partner
		By:
		Name:
		Title: Managing Director

THOMAS H. LEE FOREIGN FUND IV, L.P.
By:		THL Equity Advisors IV, LLC,
		its General Partner
By:		Thomas H. Lee Partners, L.P.,
		its Managing Member
By:		Thomas H. Lee Advisors, LLC
		its General Partner
		By:
		Name:
		Title: Managing Director
THOMAS H. LEE FOREIGN FUND IV-B, L.P.
By:		THL Equity Advisors IV, LLC,
		its General Partner
By:		Thomas H. Lee Partners, L.P.,
		its Managing Member
By:		Thomas H. Lee Advisors, LLC
		its General Partner
		By:
	Name:
		Title: Managing Director

EX-10.54

Exhibit 10.54

EXECUTION COPY

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Amendment No. 1 dated as of January 10, 2005 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of July 30, 2004 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), among United Industries Corporation, as borrower (the “Borrower”), the financial institutions party thereto (the “Lenders”), Citigroup Global Markets Inc., as syndication agent, JPMorgan Chase Bank, as documentation agent, and Bank of America, N.A., as administrative agent for the Lenders (the “Administrative Agent”), collateral agent for the First Lien Lenders, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as collateral agent for the Second Lien Lenders.  Capitalized terms not otherwise defined in this Amendment shall have the same meanings as specified therefor in the Credit Agreement.

PRELIMINARY STATEMENTS

(1)The Borrower has requested that the Lender Parties agree to amend the Credit Agreement in order to permit the Borrower to merge with UIC Holdings LLC, an entity through which the THL Entities hold their respective interests in the Borrower, with the Borrower as the surviving entity.

(2)The Lender Parties have indicated their willingness to agree to so amend the Credit Agreement on the terms and subject to the satisfaction of the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and in the Loan Documents, the parties hereto hereby agree as follows:

SECTION 1.  Amendment.  Section 7.03 of the Credit Agreement is hereby amended, as of the Amendment No. 1 Effective Date (as defined in Section 2 below) by:  (a) deleting the word “and” at the end of subsection (g) thereof; (b) deleting the period at the end of subsection (h) thereof and replacing it with “; and”; and (c) adding a new subsection (i) immediately following subsection (h) to read as follows:

“(i)the Borrower may merge with UIC Holdings LLC, so long as the Borrower is the surviving entity.”.

SECTION 2.  Conditions Precedent to the Effectiveness of This Amendment.  This Amendment shall become effective as of the first date (the “Amendment No. 1 Effective Date”) on which (i) the Administrative Agent shall have received counterparts of (A) this Amendment executed by the Borrower and the Required Lenders and (B) the Consent attached hereto, executed by each other Loan Party, and (ii) all of the accrued reasonable fees and expenses of the Administrative Agent (including the accrued fees and expenses of counsel for the Administrative Agent) that are then due and payable pursuant to Section 10.05 of the Credit Agreement and for which an invoice has been presented to the Borrower shall have been paid in full.

SECTION 3.  Representations and Warranties.  The Borrower hereby represents and warrants that:

(a)the representations and warranties contained in each of the Loan Documents shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, as though made on and as of such date, except for any such

representation or warranty that, by its terms, refers to a specific date other than the Amendment No. 1 Effective Date, in which case as of such specific date; and

(b)no event shall have occurred and be continuing or shall result from the effectiveness of this Amendment that constitutes a Default.

SECTION 4.  Reference to and Effect on the Loan Documents.  (a) On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by this Amendment.

(b)The Credit Agreement, the Notes and each of the other Loan Documents, as amended and otherwise modified by the amendments specifically provided above in Section 1, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any of the Secured Parties or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 5.  Costs and Expenses.  The Borrower hereby agrees to pay, upon demand, all of the reasonable costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel for the Agents) in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and all of the agreements, instruments and other documents delivered or to be delivered in connection herewith, all in accordance with the terms of Section 10.05 of the Credit Agreement.

SECTION 6.  Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

[Rest of this page intentionally left blank.]

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SECTION 7.  Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, thereunto duly authorized, as of the date first written above.

UNITED INDUSTRIES CORPORATION,
as Borrower
By
		Name:
		Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By
	Name:
	Title:

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THE LENDER PARTIES
BANK OF AMERICA, N.A.,
as a Lender, Swing Line Lender and L/C Issuer
By
	Name:
	Title:

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[Type or print name of Lender]
By
	Name:
	Title:

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