-----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, LWgturHOFCHxoMfPwPgZ2VwF5ly3Qzct99MOSHOSh5RX8EInp4RXHFRgV3haM5pL KRLBHl8Cl1pGuULG44p4Hw== 0001179110-05-012746.txt : 20050622 0001179110-05-012746.hdr.sgml : 20050622 20050621103403 ACCESSION NUMBER: 0001179110-05-012746 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050321 FILED AS OF DATE: 20050621 DATE AS OF CHANGE: 20050621 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: (410) 628-3500 MAIL ADDRESS: STREET 1: 124 INDUSTRY LANE CITY: HUNT VALLEY STATE: MD ZIP: 21030 FORMER COMPANY: FORMER CONFORMED NAME: TOPP INDUSTRIES CORP DATE OF NAME CHANGE: 19710510 FORMER COMPANY: FORMER CONFORMED NAME: HAYES MANUFACTURING CORP DATE OF NAME CHANGE: 19660911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRADER FREDERICK M CENTRAL INDEX KEY: 0001251057 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04252 FILM NUMBER: 05907210 BUSINESS ADDRESS: STREET 1: C/O UNITED INDUSTRIAL CORP STREET 2: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127528787 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4/A 1 edgar.xml FORM 4/A - X0202 4/A 2005-03-21 2005-03-22 0 0000101271 UNITED INDUSTRIAL CORP /DE/ UIC 0001251057 STRADER FREDERICK M 124 INDUSTRY LANE HUNT VALLEY MD 21030 1 1 0 0 President and CEO Stock Option (Right to Buy) 32.79 2005-03-21 4 A 0 30000 A 2009-03-10 Common Stock 30000 30000 D The option will vest in three equal installments on March 10, 2006, March 10, 2007, and March 10, 2008. Not applicable. The sole purpose of this amendment is to correct an error in the number reported in column 9 of the Form 4 as originally filed on March 22, 2005. Following the reported transaction, Mr. Strader beneficially owned 30,000 units of the class of derivative securities that were the subject of the original Form 4 filing (i.e., the right to buy 30,000 shares of the common stock of the Company at an exercise price of $32.79). The 225,000 units originally reported in column 9 represented the number of underlying shares of common stock of the Company beneficially owned by Mr. Strader on the date of filing. Lara L. Hjortsberg, as power of attorney for Frederick M. Strader 2005-06-21 EX-24 2 straderpoa.txt FREDERICK M. STRADER LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Lara L. Hjortsberg and Cynthia A. Eaton, acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 4 and 5 (including any amendments thereto) with respect to the securities of United Industrial Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated there under, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney- in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in- fact without independent verification of such information; (2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor either of such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney- in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 10th day of June, 2004. FREDERICK M. STRADER /s/ Frederick M. Strader Signature STATE OF MARYLAND ) ) COUNTY OF BALTIMORE ) On this 10th day of June, 2004, Frederick M. Strader personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ Cynthia A. Eaton Notary Public Commissioned as Cynthia A. Sibley My Commission Expires: Cynthia A. Sibley, Notary Public Baltimore County State of Maryland My Commission Expires Oct. 24, 2004 2 -----END PRIVACY-ENHANCED MESSAGE-----