UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
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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 CORPORATION ANNOUNCES BOARD NOMINEES
New York, NY, August 21, 2003 - United Industrial Corporation (NYSE: UIC) today
announced the nomination of retired Marine Corps General Paul X. Kelley and
Thomas A. Corcoran for election to the Company's Board of Directors at its
annual meeting of shareholders scheduled for October 8, 2003.
Both General Kelley and Mr. Corcoran bring extensive defense industry expertise
and valuable board experience across a range of corporations and organizations,
and both were unanimously endorsed by the Company's existing Board. Upon
election, Messrs. Kelley and Corcoran will succeed Harold S. Gelb and Paul J.
Hoeper as Directors. Steel Partners, a 12% shareholder of the Company which
conducted a proxy fight with respect to the election of Directors at last year's
annual meeting, also endorsed these nominations and, accordingly, advised the
Company that it would not be conducting a proxy fight with respect to the
election of Directors at this year's annual meeting.
General Kelley has achieved a distinguished 37-year military career, commanding
Marine Corps organizations at every echelon and ultimately becoming the 28th
Commandant of the Marine Corps and a member of the Joint Chiefs of Staff. He
retains the distinction as the youngest Marine to ever be promoted to the rank
of General, and his military decorations include, among others, Distinguished
Service Medals from the Department of Defense, Department of the Navy,
Department of the Army and Department of the Air Force, the Silver Star Medal,
three awards of the Legion of Merit, and two awards of the Bronze Star Medal.
General Kelley is currently a Partner with J.F. Lehman & Company, a private
equity firm, and serves as a Director of London Life Reinsurance, the
Non-Proliferation Trust, Saul Centers, Inc., Sturm, Ruger & Company, Inc. and
OAO Technology Solutions Inc. He also serves as Chairman of the American Battle
Monuments Commission.
Mr. Corcoran is currently President and Chief Executive Officer of Gemini Air
Cargo, Inc., which is owned by The Carlyle Group, a Washington-D.C. based
private equity firm. He is also an advisor to The Carlyle Group and President of
Corcoran Enterprises, a private management consulting firm. Mr. Corcoran
previously served as President and Chief Executive Officer of Allegheny Teledyne
Incorporated; President and Chief Operating Officer of the Space & Strategic
Missiles Sector of Lockheed Martin Corporation; President and Chief Operating
Officer of the Electronics Systems Sector of Lockheed Martin; and President of
the Electronics Group of Martin Marietta Corporation. He also spent 26 years at
General Electric, including ten years with GE Aerospace, most recently as Vice
President and General Manager. He is a member of the Board of Directors of L-3
Communications Holdings, Inc., REMEC, Inc. and two Carlyle Group portfolio
companies, Sippican and Vought Aerostructures.
Harold S. Gelb, Chairman of United Industrial, commented, "We are delighted
to nominate two such highly accomplished individuals as General Kelley and Tom
Corcoran to serve on the United Industrial Board. Each will bring a wealth of
valuable experience and knowledge that will be of great benefit as the Company
continues to build upon its leadership in niche segments of the defense
industry."
IMPORTANT INFORMATION
United Industrial plans to file a proxy statement with the Securities and
Exchange Commission relating to its solicitation of proxies from the
shareholders of United Industrial with respect to its 2003 annual meeting of
shareholders. United Industrial advises security holders to read its proxy
statement when it becomes available, because it will contain important
information. United Industrial's proxy statement and other relevant documents
will be available for free at www.sec.gov. You may also obtain a free copy of
United Industrial's proxy statement, when it becomes available, by writing to
United Industrial Corporation, Attention: Secretary, 570 Lexington Avenue, New
York, New York 10022. Detailed information regarding the names, affiliation and
interests of individuals who may be deemed participants in the solicitation of
proxies of United Industrial's shareholders is available in the soliciting
materials on Schedule 14A filed by United Industrial with the SEC and in its
Annual Report on Form 10-K for the year ended December 31, 2002.
UNITED INDUSTRIAL CORPORATION is a company focused on the design and production
of defense systems. Its products and services include unmanned aerial vehicles,
test and simulation systems, automated aircraft test and maintenance equipment,
and logistical/engineering services. The Company also 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
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Company's most recent Annual Report on Form 10-K and Quarterly Report on Form
10-Q 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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PARTICIPANT INFORMATION
The following lists set forth the names of those directors, officers and
nominees for the Board of Directors of the Company who may be considered
participants in the solicitation of proxies on behalf of the Board of Directors
of the Company.
DIRECTORS
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Richard R. Erkeneff
Harold S. Gelb
Paul J. Hoeper
Glen M. Kassan
Warren G. Lichtenstein
Joseph S. Schneider
EXECUTIVE OFFICERS
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James H. Perry
Frederick M. Strader
Robert Worthing
Susan Fein Zawel
NOMINEES
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Thomas A. Corcoran
General Paul X. Kelley
Neither of the nominees, Messrs. Corcoran and Kelley, own Common Stock of the
Company.
For information regarding the affiliations and interests of the other
participants, see the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
Mr. Erkeneff retired as President and Chief Executive Officer of the Company and
its AAI Corporation subsidiary, effective August 1, 2003. Mr. Erkeneff was
succeeded by Mr. Strader as of such date.
Mr. Strader is employed as President and Chief Executive Officer of the Company
and AAI pursuant to an employment agreement dated June 18, 2003 that provides he
be paid a salary at the annual rate of $340,000 and participate in all life
insurance, medical, retirement, pension or profit sharing, disability or other
employee benefit plans generally made available to other executive officers of
the Company or AAI. The employment agreement is effective as of August 1, 2003
and terminates on August 1, 2004, subject to automatic renewal for up to two (2)
additional one (1) year terms unless either party gives notice of non-renewal to
the other in accordance with the employment agreement. The agreement may be
terminated prior thereto by the Company for cause or by Mr. Strader with good
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reason. Pursuant to the employment agreement, Mr. Strader is eligible to receive
annual cash bonuses pursuant to the Company's Performance Sharing Plan, plus
incentive compensation of up to 100% of his base salary (with a target of 50%)
or such greater amount as the Board may determine in its discretion. On August
1, 2003, in accordance with his employment agreement, Mr. Strader received an
option to acquire 125,000 shares of the Company's Common Stock pursuant to the
terms of the Company's 1994 Stock Option Plan, at $16.76 per share, the fair
market value of the Common Stock as of August 1, 2003. One-third of the stock
options vested on August 1, 2003 and one-third shall vest on each of the first
and second anniversaries thereof (such that the stock options shall be fully
vested on August 1, 2005). The grant of such options is subject to shareholder
approval of an increase in the authorized shares under the Company's stock
option plan. In the event that the Company terminates the employment of Mr.
Strader without Cause (as such term is defined in the employment agreement) or
Mr. Strader terminates his employment for Good Reason (as such term is defined
in the employment agreement), Mr. Strader will be entitled to (a) one hundred
fifty percent (150%) of his annualized base salary, plus (b) an incentive
compensation award equal to 50% of the amount specified in (a) above, payable
over a period of eighteen months following the termination date of the
employment agreement (or, at Mr. Strader's option following a change of control,
a lump sum).
Mr. Strader beneficially owns 96,666 shares of Common Stock of the Company, all
of which he has the right to acquire within 60 days through the exercise of
stock options (assuming shareholder approval of a stock option plan amendment as
to 41,666 of such shares, as discussed above).
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