SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14A-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Confidential, for Use of the [X] Definitive Additional Materials Commission Only (as permitted) [ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2) Rule 14a-12 UNITED INDUSTRIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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)(4) 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. ------------------------------------------------------------------------ PAUL J. "PAGE" HOEPER PRESENT RESPONSIBILITIES Director, United Industrial Corporation (Audit & Compensation Committees) and its subsidiary, AAI Corporation Director, Rockwell Scientific Company (privately held) Director, Versar Inc. (Audit Committee) Director, VT Systems, Inc. (privately held) Board of Managers, DynPort Vaccine Corp. (Chairman, Government Security Committee) (joint venture of Dyncorp and Porton International Inc.) Board of Advisors, National Contract Managers Association Council on Foreign Relations Roundtable on the Geo-economics of Military Preparedness Consultant to major IT, manufacturing and high technology corporations PRIOR EXPERIENCE ASSISTANT SECRETARY OF THE ARMY (ACQUISITION, LOGISTICS AND TECHNOLOGY) THE ARMY ACQUISITION EXECUTIVE SCIENCE ADVISOR TO THE SECRETARY OF THE ARMY May 1998 - January 2001 Appointed by the President and confirmed by the Senate. Execution authority and responsibility for Army research, development and acquisition programs totaling $17.3 billion per year (over $9 billion focused on information technology) in a 23,000-person organization. Appointed and managed program executive officers and program managers. Managed all facets of acquisition, logistics and technology for the Army. Active internationally representing the United States Army and the Department of Defense on matters of science and technology, acquisition and logistics. DEPUTY UNDER SECRETARY OF DEFENSE (INTERNATIONAL & COMMERCIAL PROGRAMS) May 1996 - May 1998 Responsible for all cooperative defense R&D and acquisition programs around the world. Established policies for economic reinvestment, dual use technology programs, and international programs. Served as executive secretary for the Defense Policy Advisory Committee on Trade. >> Head of United States delegation, DoD/PLA logistics exchange visit to the Peoples Republic of China. >> Chaired annual science and technology meetings with the Israel and Korea. >> Negotiated and signed the first ministry-to-ministry agreements with Ukraine and Lithuania >> Member of the U. S. delegation to the Gore-Chernomyrdin conferences in Washington and Moscow. >> Member of the U.S. delegation to the Gore-Kuchma conferences in Ukraine. >> Implemented the newly legislated Defense Export Loan Guarantee program, taking this $15 billion program from concept to operation in six months. HONORS Department of the Army Decoration for Distinguished Civilian Service, 2001 Secretary of Defense Medal for Outstanding Public Service, 2001 The President's Award (the Biddle Medal) for contributions to the Association of the U.S. Army, 2000 The "Hammer Award" for reinventing government, from the Vice President of the United States, 1999 Defense Award for Outstanding Achievement, 1997 Secretary of Defense Medal for Outstanding Public Service, 1996 SELECTED POLICY SPEECHES "Importance of Ballistic Missile Defense," NATO Workshop, Budapest, 1999 "Policy Context for Military Aerospace Offsets," National Research Council 1999 "Missile Defense in the 21st Century," Keynote Address, 12th Annual Multinational Conference on Theater Missile Defense, Edinburgh, 1999 "Transatlantic Armaments Cooperation," the NATO Workshop, Prague, 1997 "Transatlantic Consortia for Successful Cooperation," The European Institute, Washington, 1997 "Transforming the Defense Industrial Base," Berkeley Roundtable on the International Economy, 1993 PRESIDENT, FORTUNE FINANCIAL APRIL 1994 - JANUARY 1996 Directed investment strategy for this private merchant bank. Oversaw management of several private companies the firm controlled. >> Negotiated the sale of a communications company to a publicly held corporation. >> Negotiated the sale of a cosmetic company and its related manufacturing company to a group of Wall Street investors. PROPRIETOR, NORTHSHORE CONSULTANTS 1984 - 1994 Consulting efforts focused on the intersection of technology, economics and policy including: >> Consultation on audits of troubled defense contractors for Ernst & Young; >> Formation of the Standard Missile Company; >> Financial and regulatory matters affecting aerospace mergers; >> Economic analyses in shareholder lawsuits. 2 UNIVERSITY TEACHING, 1989-1995 STANFORD UNIVERSITY LAW SCHOOL: Developed and wrote text materials for What Lawyers Should Know About Business under the Munger Endowment in 1989. Taught this course at Stanford in the spring of 1990. UNIVERSITY OF SOUTHERN CALIFORNIA: Taught What Lawyers Should Know About Business for five years as an adjunct professor at the University of Southern California. PRO BONO Junior Solar Sprint, a national program sponsored by the Army to attract middle school children to science, mathematics and engineering Chair, Senior Review Team, Army Science & Technology Summit Consultant to the Army Science Board 2001 - 2002 Consultant to the Defense Science Board, 1993 - 1995 Berkeley Roundtable on the International Economy, 1993 EDUCATION Princeton University, 1968, B.S.E., Basic Engineering Harvard University, 1972, M.A.T., Mathematics, Faculty of Arts & Sciences and Graduate School of Education 3 RICHARD R. ERKENEFF Richard R. Erkeneff is president and chief executive officer of United Industrial Corporation (UIC) and president and chief executive officer of AAI Corporation, a United Industrial subsidiary. Mr. Erkeneff was elected president and chief executive officer of UIC in 1996 and has served as president and chief executive officer of AAI since joining the company in 1993. He previously had a 35-year career with McDonnell Douglas Corporation where he held a number of senior leadership positions, including president of McDonnell Douglas Electronic Systems Company and senior vice president of Defense and Electronic Systems for McDonnell Douglas Aerospace. Active in professional and industry associations, Mr. Erkeneff serves on the Board of Directors of the National Defense Industrial Association and is chairman of the organization's Committee/Division Review Council. He is a member of the Association of the United States Army, the Air Force Association, the Navy League of the United States, and the American Public Transit Association. In addition, Mr. Erkeneff serves on the Board of Advisors of the Maryland Center for Quality and Productivity and is a member of the Maryland Marketing Partners, the Baltimore County Schools Education Foundation Board, and the Greater Baltimore Committee Economic Development Council. He is president of the Towson University Foundation and a member of the Board of Directors of the University of Maryland Foundation. Mr. Erkeneff earned a bachelor's degree in electrical engineering from the University of Minnesota and was awarded an honorary doctorate in humane letters from Towson State University