SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Under Rule 14a-12 UNITED INDUSTRIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) STEEL PARTNERS II, L.P. WARREN G. LICHTENSTEIN GLEN M. KASSAN JAMES R. HENDERSON - -------------------------------------------------------------------------------- (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - --------------------------------------------------------------------------------(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- PRESS RELEASE MACKENZIE PARTNERS, INC. 105 Madison Avenue, New York, NY, 10016 Tel: 212-929-5500 Fax: 212-929-0308 1875 Century Park East, Los Angeles, CA 90067 Tel: 310-284-3110 Fax: 310-306-2420 CONTACT: - -------- Warren Lichtenstein Steel Partners II, L.P. (212) 813-1500 Bob Marese MacKenzie Partners, Inc. (212) 929-5405 FOR IMMEDIATE RELEASE: - ---------------------- STEEL PARTNERS URGES UIC SHAREHOLDERS TO ELECT ONE ADDITIONAL INDEPENDENT NOMINEE AT OCTOBER 4, 2002 SHAREHOLDER MEETING NEW YORK, NEW YORK, September 26, 2002 - Steel Partners II, L.P., which owns 1,310,250 shares of United Industrial Corp. (NYSE: UIC) representing approximately 10% of the outstanding shares, issued an open letter to UIC shareholders urging them to elect one additional independent nominee at the annual meeting scheduled for October 4, 2002. Warren Lichtenstein, Chief Executive Officer of Steel Partners, stated "We are offering shareholders the opportunity to add one more independent director, Glen Kassan, to the Board of Directors. Mr. Kassan is fully committed to pursuing a course of action that will maximize shareholder value. We encourage all shareholders who want to maximize their investment in UIC to vote their GOLD proxy card today." A copy of the full letter is reprinted below. STEEL PARTNERS II, L.P. September 26, 2002 Dear Fellow Shareholder: We appreciate and are encouraged by the interest and support our director-nominee, Glen Kassan, has received from the UIC shareholders, large and small. These conversations convince us that your interests and ours are aligned and that we all want the same thing - Maximization of our investment. DON'T LET UIC MANAGEMENT'S TACTICS DETER YOU FROM VOTING FOR GLEN KASSAN. It has also come to attention that UIC may be "muddying the waters" regarding the effects of cumulative voting. Some shareholders have expressed their concern to us that we want to replace Richard Erkeneff, the Chief Executive Officer of UIC. As you know we are seeking only one of the two board seats up for election. Under the rules of cumulative voting, UIC management is the only party that can determine which of their two nominees, Mr. Erkeneff or Mr. Hoeper, will be elected to the remaining board seat in the event that Mr. Kassan is elected. STEEL PARNERS HAS NO SAY IN WHO UIC MANAGEMENT WILL ELECT TO FILL THE REMAINING BOARD SEAT. Remember, if Glen Kassan wins the election, the second board member elected will be either Mr. Erkeneff or Mr. Hoeper and UIC management decides which candidate it will be. WE ARE DISAPPOINTED BY MANAGEMENT'S ATTEMPT TO DECEIVE SHAREHOLDERS INTO BELIEVING THAT STEEL PARTNERS CAN DECIDE THAT MR. ERKENEFF WILL NOT BE ELECTED TO THE BOARD. ONLY UIC MANAGEMENT MAKES THE DECISION ON WHICH OF ITS NOMINEES WILL BE ELECTED. As stated in our previous letters to you, Steel Partners owns 1,310,250 shares of common stock, representing approximately 10% of the outstanding shares. We invested in UIC because we saw great potential. We are convinced that the full value of our investment will never be realized under the leadership of the current Board. WE ARE OFFERING SHAREHOLDERS THE OPPORTUNITY TO ADD ONE MORE INDEPENDENT DIRECTOR TO THE BOARD WHO IS FULLY COMMITTED TO PURSUING A COURSE OF ACTION THAT WILL MAXIMIZE SHAREHOLDER VALUE. We are committed to creating a Board with a clear and focused mission to maximize shareholder value by establishing and implementing a formalized process to sell the company. We outlined such a process in our letter of September 18, 2002. ASK YOURSELF, BY NOT ANNOUNCING A FULL AUCTION, HAS THE BOARD DEFERRED POTENTIAL PURCHASERS? BY NOT ANNOUNCING A FULL AUCTION IS THE BOARD DOING EVERYTHING IT CAN TO MAXIMIZE SHAREHOLDER VALUE? VOTE YOUR GOLD PROXY TODAY We are asking you to elect our director nominee, Glen Kassan, in order to: o Send a strong message to the Board to actively pursue the prompt sale of UIC; o Elect a representative with strong ownership interests and orientation, who is committed to maximizing value for all shareholders; o Urge the Board to take steps necessary to become more responsible to shareholders by eliminating the classified Board and having all directors stand for election each year; o Urge the Board to take the steps necessary to pursue all avenues to enhance shareholder value and reduce unnecessary expenses. VOTE THE GOLD PROXY TODAY. Do not return any White proxy sent to you by UIC management. If you have already returned management's White proxy card, you may revoke that proxy by signing, dating and returning the enclosed GOLD proxy card. The latest dated proxy card is the only one that counts. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212) 929-5500 (call collect). Thank you for your support. Warren Lichtenstein On Behalf of Steel Partners II, L.P. # # #
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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 26 Sep 02, 12:00am