SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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UNITED INDUSTRIAL CORPORATION
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UNITED INDUSTRIAL CORPORATION
570 LEXINGTON AVENUE, NEW YORK, NY 10022
CONTACT: SUSAN FEIN ZAWEL
VICE PRESIDENT CORPORATE COMMUNICATIONS
(212) 752-8787
UNITED INDUSTRIAL RESPONDS TO ISS REPORT
--URGES SHAREHOLDERS TO ELECT BOARD'S NOMINEES AS DIRECTORS
AT UPCOMING ANNUAL MEETING--
--DESCRIBES SALES PROCESS AS "RIGOROUS, FOCUSED ON CREDIBLE BUYERS
AND DESIGNED TO DELIVER MAXIMUM VALUE TO SHAREHOLDERS
AS EXPEDITIOUSLY AS POSSIBLE"--
NEW YORK, NY, September 27, 2002 - United Industrial Corporation (NYSE: UIC)
today made the following comments in response to a report issued by
Institutional Shareholder Services (ISS) and urged its shareholders to reelect
the Board's highly qualified nominees, Richard R. Erkeneff, the Company's
President and CEO, and Paul J. ("Page") Hoeper, a former Assistant Secretary of
the Army and Under Secretary of Defense, as Directors.
Harold Gelb, Chairman of the Board, commented, "In our view, there is no
question that the reelection of Dick Erkeneff and Page Hoeper is in the best
interests of shareholders, and we strongly disagree with the conclusion reached
by ISS. We believe their analysis fails to consider the complexities of
dealmaking, particularly in the defense industry where we believe experience and
contacts matter, as well as the specific circumstances of our Company.
"Our Board has been working with Wachovia Securities, an expert in the
middle-market defense sector, to conduct a sales process for the Company that is
rigorous, focused on credible buyers and designed to deliver maximum value to
shareholders as expeditiously as possible. Although there can be no assurance
the process will be successful, we are confident that this process is the right
process, and that maximum value for shareholders can be achieved by allowing it
to continue forward uninterrupted.
"Steel Partners would have us elect its nominee and redo the sales process with
new procedures, at a time when we are already significantly down the road to a
potential sale. Due diligence sessions are underway with prospective purchasers,
and our Board is focused on advancing this process as quickly as possible. With
the divestiture of our transportation overhaul contracts on July 26 - a
necessary requirement, potential buyers told us, for a transaction - we are now
in a strong position for a sale.
"We urge all shareholders to send a message that you support your Board's
efforts to increase shareholder value, by returning a WHITE proxy card with your
votes for Dick Erkeneff and Page Hoeper," Mr. Gelb concluded.
UNITED INDUSTRIAL CORPORATION is a company focused on the design and production
of defense, training and energy systems. Its products include unmanned aerial
vehicles, training and simulation systems, and automated aircraft test and
maintenance equipment. The Company also offers logistical/engineering services
for government -owned equipment and manufactures combustion equipment for
biomass and refuse fuels.
Except for the historical information contained herein, information set forth in
this news release may contain forward-looking statements subject to risks and
uncertainties which could cause the Company's actual results or performance to
differ materially from those expressed or implied in such statements.
The Company makes no commitment to update any forward-looking statement or to
disclose any facts, events, or circumstances after the date hereof that may
affect the accuracy of any forward-looking statement. For additional information
about the Company and its various risk factors, reference is made to the
Company's most recent Annual Report on Form 10-K as filed with the Securities
and Exchange Commission.
FOR MORE INFORMATION, PLEASE VISIT UNITED INDUSTRIAL'S
WEB SITE AT WWW. UNITEDINDUSTRIAL.COM
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