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 - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: Not applicable - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: Not applicable - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: Not applicable - -------------------------------------------------------------------------------- (3) Filing Party: Not applicable - -------------------------------------------------------------------------------- (4) Date Filed: Not applicable - -------------------------------------------------------------------------------- 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: 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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DFAN14A Filing
Steel Partners Ii Inactive DFAN14AAdditional proxy materials by non-management
Filed: 27 Sep 02, 12:00am