-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DOkZJfH5WSjFT4WT1CNlA6u1aWH70OwZX1UXYmpMGIR9VXKLvQJWbmLDL31I+tjV 8Acrj5asVmuuliVKMz8q4g== 0000909518-02-000728.txt : 20021007 0000909518-02-000728.hdr.sgml : 20021007 20021007112709 ACCESSION NUMBER: 0000909518-02-000728 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021004 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INDUSTRIAL CORP /DE/ CENTRAL INDEX KEY: 0000101271 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 952081809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04252 FILM NUMBER: 02782867 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127528787 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 8-K 1 mv10-7_8k.txt ================================================================================ 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 EX-99 3 mv107_ex99.txt EXHIBIT 99 UNITED INDUSTRIAL CORPORATION 570 LEXINGTON AVENUE, NEW YORK, NY 10022 CONTACT: SUSAN FEIN ZAWEL VICE PRESIDENT CORPORATE COMMUNICATIONS (212) 752-8787 UNITED INDUSTRIAL ANNOUNCES ELECTION OF RICHARD R. ERKENEFF AND GLEN KASSAN AS DIRECTORS AT ANNUAL MEETING --Paul J. Hoeper Also Named To Board, Succeeding Susan Fein Zawel-- NEW YORK, NY, October 4, 2002 - United Industrial Corporation (NYSE: UIC) announced that, based on the preliminary results of the vote at its Annual Meeting of shareholders today, Richard R. Erkeneff, the Company's President and Chief Executive Officer, and Glen Kassan, a representative of Steel Partners II, L.P., have been elected as Directors. The Company also announced that, at a Board meeting following the Annual Meeting, Paul J. ("Page") Hoeper was named a Director, succeeding Susan Fein Zawel, who resigned from the Board in order to allow Mr. Hoeper to remain a Director. Mr. Hoeper had been nominated for reelection to the Board along with Dick Erkeneff. Harold Gelb, Chairman of the Board, commented, "We are disappointed in the outcome of the vote, but we are looking forward to moving ahead swiftly with our mutual agenda of maximizing shareholder value through a sale of the Company. We will, of course, work constructively with Mr. Kassan in pursuit of this goal. "At the same time, we are delighted that Page Hoeper will continue to serve as a Director. For this we owe thanks to Susan Fein Zawel, who made the decision to step down based on the conviction that it was critical for Page to remain a Director at this time, particularly since he has served as the liaison to a number of prospective buyers of the Company. A former Assistant Secretary of the Army and Under Secretary of Defense, he brings an important perspective to our Board as well as tremendous defense industry experience and contacts. "Susan has been a valuable member of our Board for 7 years, and we are sorry to lose her insights and experience as a Director. However, we know that, as a member of our senior management team, she will continue to be instrumental in leading the Company forward," Mr. Gelb concluded. United Industrial also announced that the preliminary vote count indicated that Ernst & Young LLP was ratified as the Company's auditors for 2002. 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 * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----