SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)1
UNITED INDUSTRIAL CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
910671106
--------------------------------------------------------------------------------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
--------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 2 of 8 Pages
----------------------------- -----------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,179,430
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,179,430
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,179,430
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 3 of 8 Pages
----------------------------- -----------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,179,430
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,179,430
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,179,430
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 4 of 8 Pages
----------------------------- -----------------------------
The following constitutes Amendment No. 4 ("Amendment No. 4") to the
Schedule 13D filed by the undersigned. This Amendment No. 4 amends the Schedule
13D as specifically set forth.
Item 2 is amended and restated in its entirety as follows:
Item 2. Identity and Background.
(a) This Statement is filed by Steel Partners II, L.P., a
Delaware limited partnership ("Steel Partners II") and Warren G. Lichtenstein.
As a result of the Settlement Agreement, dated as of March 29, 2000, by and
among the Issuer, Steel Partners II, Warren G. Lichtenstein and James Henderson,
Mr. Henderson is no longer participating as a member of a "Group" with Steel
Partners II and Mr. Lichtenstein with respect to this Schedule 13D.
Steel Partners, L.L.C., a Delaware limited liability company
("Partners LLC"), is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary.
Each of the foregoing are referred to as a "Reporting Person"
and collectively as the "Reporting Persons". By virtue of his position with
Steel Partners II, Mr. Lichtenstein has the power to vote and dispose of the
Issuer's Shares owned by Steel Partners II.
(b) The principal business address of Steel Partners and
Warren G. Lichtenstein is 150 East 52nd Street, 21st Floor, New York, New York
10022.
(c) The principal business of Steel Partners II is investing
in the securities of small cap companies. The principal occupation of Mr.
Lichtenstein is investing in the securities of small cap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 5 of 8 Pages
----------------------------- -----------------------------
(f) Mr. Lichtenstein is a citizen of the United States of
America.
Item 3 is amended and restated in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 1,179,430 Shares of Common
Stock owned by Steel Partners II is $11,683,730. The Shares of Common Stock
owned by Steel Partners II were acquired with partnership funds.
Item 4 is amended and restated in its entirety as follows:
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the
Reporting Persons' belief that the Shares at current market prices are
undervalued and represent an attractive investment opportunity. Depending upon
overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares of Common Stock at prices that
would make the purchase of additional Shares desirable, the Reporting Persons
may endeavor to increase their position in the Issuer through, among other
things, the purchase of Shares of Common Stock on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
No Reporting Person has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur
upon completion of any of the actions discussed above. Steel Partners II intends
to review its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of Directors of the Issuer concerning
the business, operations and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position and
investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to its investment in
the Issuer as it deems appropriate including, without limitation, seeking Board
representations, making proposals to the Issuer concerning the capitalization
and operations of the Issuer, purchasing additional Shares of Common Stock or
selling some or all of its Shares or to change its intention with respect to any
and all matters referred to in Item 4.
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 6 of 8 Pages
----------------------------- -----------------------------
Item 5(a) is amended and restated in its entirety as follows:
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 12,375,638 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000.
As of the close of business on October 31, 2000, Steel
Partners II beneficially owns 1,179,430 Shares of Common Stock, constituting
approximately 9.5% of the Shares outstanding. Mr. Lichtenstein beneficially owns
1,179,430 Shares, representing approximately 9.5% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 1,179,430
Shares owned by Steel Partners II by virtue of his authority to vote and dispose
of such Shares. All of such Shares were acquired in open-market transactions.
Item 5(c) is amended to add the following:
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock within the past 60 days.
Item 6 is amended and restated in its entirety as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings among the Reporting Persons, or between the
Reporting Persons and any other person, with respect to the securities of the
Issuer.
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 7 of 8 Pages
----------------------------- -----------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 31, 2000 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
---------------------------------------
WARREN G. LICHTENSTEIN
<PAGE>
----------------------------- -----------------------------
CUSIP No. 910671106 13D Page 8 of 8 Pages
----------------------------- -----------------------------
SCHEDULE A
Transactions in the Shares Within the Past 60 Days
Shares of
Common Price Per Date of
Stock Purchased Share($) Purchase
--------------- -------- --------
STEEL PARTNERS II, L.P.
7,000 10.82000 9/06/00
500 11.29000 9/13/00
6,000 11.27960 9/19/00
600 11.05000 9/20/00
3,400 11.10250 9/21/00
5,000 10.91500 9/22/00
10,200 10.21820 10/18/00
9,000 10.17500 10/19/00
4,200 10.41610 10/20/00
11,000 10.56140 10/23/00
5,000 10.48750 10/24/00
6,000 10.50830 10/25/00
1,700 10.67500 10/27/00
5,000 10.67000 10/30/00
1,000 10.81000 10/31/00
WARREN LICHTENSTEIN
None.
