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
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 CORP.
(Name of Registrant as Specified in Its Charter)
STEEL PARTNERS II, L.P.
(Name of Person(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: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not
applicable
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(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): Not
applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
/ / 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: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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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:
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Warren Lichtenstein
Steel Partners II, L.P.
(212) 813-1500
Bob Marese
MacKenzie Partners, Inc.
(212) 929-5405
FOR IMMEDIATE RELEASE:
ISS RECOMMENDS UNITED INDUSTRIAL CORP. SHAREHOLDERS VOTE
TO ELECT STEEL PARTNERS' DIRECTOR NOMINEE
New York, N.Y., September 27, 2002 - Steel Partners II, L.P. announced today
that Institutional Shareholder Services ("ISS"), the nation's leading proxy
voting advisory service, has recommended that its clients vote to elect Steel
Partner's nominee, Glen M. Kassan, to the Board of Directors of United
Industrial Corp. (NYSE: UIC) at the Company's October 4, 2002 annual meeting of
shareholders.
ISS, which provides proxy advisory services to institutional investors, mutual
funds, and other fiduciaries, noted in its September 26, 2002 report, "ISS
believes that an additional dissident director on the board is warranted to
ensure completion of the sale process."
ISS further states, "The issue before shareholders is which slate is the most
motivated and capable of advancing the sale process and achieving the best
possible price. ISS believes it is the dissidents'." In their analysis ISS
believes Management's approach to the sale process has been "substandard."
Warren G. Lichtenstein, current UIC director and principal of Steel Partners
stated today, "I am gratified with the analysis and recommendation of ISS. The
sale process of UIC must move forward in a timely and efficient manner, the
election of Glen Kassan to the board of directors should help ensure that
happen."
Steel Partners has nominated one additional independent nominee to the Board of
Directors of the Company. UIC has cumulative voting which allows shareholders to
cast all their votes for one candidate or be split among candidates. There can
be no assurance that the election of Steel Partners' nominee will result in the
sale of the Company.
Steel Partners II, L.P.
September 27, 2002
Page 2
ISS RECOMMENDS SHAREHOLDERS CAST
ALL THEIR VOTES IN FAVOR OF THE STEEL PARTNER'S
NOMINEE BY VOTING ON THE GOLD PROXY CARD.
If shareholders have any questions with respect to voting, they are directed to
call MacKenzie Partners, Steel Partner's proxy solicitor at 1-800-322-2885, or
collect at 1-212-929-5500.
Institutional Shareholder Services, based in Rockville, Md., is the leading
provider of proxy voting and corporate governance services, serving more than
700 clients worldwide. ISS analysts research and recommend votes for 20,000
shareholder meetings each year.
Steel Partners has filed with the Securities and Exchange Commission definitive
proxy materials in connection with its solicitation of proxies to elect its
director nominee at the annual meeting of shareholders scheduled to be held on
October 4, 2002, and has mailed copies to shareholders. Steel Partners urges
UIC's shareholders to read the definitive proxy materials because they contain
important information. Copies of the Steel Partners' definitive proxy statement
and other soliciting materials are also available free of charge at the
Securities and Exchange Commission's Web site at www.sec.gov. More information
relating to the Steel Partners is contained in its definitive proxy statement.
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