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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
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/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
UNITED INDUSTRIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
OPT.CO INC.
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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OPT.CO INC
250 West 94th Street
New York, NY 10025
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UNITED INDUSTRIAL CORPORATION PROXY CONTEST
OPT.CO WILL NOMINATE INDEPENDENT DIRECTORS AT MAY 13 ANNUAL MEETING
FOR IMMEDIATE RELEASE FRIDAY, APRIL 18, 1997
Contact: David A. Lang
OPT.CO INC.
212-666-0586
NEW YORK CITY--OPT.CO INC., a private investment company located in New York
City announced today that it will propose independent candidates as directors of
United Industrial Corporation at the May 13, 1997 Annual Meeting. The nominees
are committed to exploring the opportunities available to United Industrial
Corporation that will enhance stockholder value.
United Industrial Corporation (symbol UIC) is a New York Stock Exchange-listed
diversified company with activities in defense and commercial aviation, as well
as transportation and energy production equipment. For 1996, total sales were
$220 million compared with $227 million in the previous year. OPT.CO has filed a
Proxy Statement with the Securities and Exchange Commission.
OPT.CO's SEC filing identifies its proposed nominees, David A. Lang, President
of OPT.CO and Alan S. Parsow, General Partner of Parsow Partnership Ltd. and
Elkhorn Partners, both private investment limited partnerships.
According to Mr. Lang, "United Industrial's record speaks for itself. Over the
past five years, the Company has registered negative growth in sales, earnings,
book value and dividends. The stock of the Company has performed correspondingly
and is 36% below where it was five years ago." Mr. Lang adds that the peer group
of companies selected for comparison by UIC management has more than doubled in
value over the same 5-year period.
The filed Proxy Statement points out that the OPT.CO nominees own only 13,000
shares of UIC stock, less than 1% of the outstanding stock and are not, at this
date, allied to any investment group. "Clearly, we are competing on the basis of
the Company's performance."
Since UIC Board terms are staggered, the nominees recognize they will need to
work cooperatively with the incumbent directors. Mr. Parsow notes that "My
experience, particularly as a director of CACI International Inc. is that
minority directors can have a constructive influence and can energize management
to achieve their own goals, as well as the stockholder goal of making money. We
will try to make that happen."
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