================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ Date of Report (Date of Earliest Event Reported): October 4, 2002 UNITED INDUSTRIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-4252 95-2081809 - -------------------------------------- --------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 570 LEXINGTON AVENUE, NEW YORK, NY 10022 - ------------------------------------------- -------------------------------- (Address of Principal Executive offices) (Zip Code) (212) 752-8787 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS On October 4, 2002, the Registrant issued a press release announcing that Richard R. Erkeneff and Glen Kassan had been elected as directors at the Registrant's Annual Meeting of Shareholders, and that Paul J. Hoeper had been elected as a director by the board of directors, succeeding Susan Fein Zawel, who resigned as a director following the Annual Meeting of Shareholders. The press release, which is filed as Exhibit 99 to this Form 8-K and is hereby incorporated by reference, contains a more complete description of such event. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit No. Exhibit - ----------- ------- 99. Press Release, dated October 4, 2002, announcing the election of Richard R. Erkeneff and Glen Kassan as directors at the Registrant's Annual Meeting of Shareholders, and the election of Paul J. Hoeper as a director by the board of directors, succeeding Susan Fein Zawel, who resigned as a director following the Annual Meeting of Shareholders. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. United Industrial Corporation Date: October 4, 2002 By: /s/ James H. Perry ---------------------------------- James H. Perry Chief Financial Officer, Vice President and Treasurer 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99. Press Release, dated October 4, 2002, announcing the election of Richard R. Erkeneff and Glen Kassan as directors at the Registrant's Annual Meeting of Shareholders, and the election of Paul J. Hoeper as a director by the board of directors, succeeding Susan Fein Zawel, who resigned as a director following the Annual Meeting of Shareholders. 4