SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
United Industrial Corporation
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(Name of issuer)
COMMON STOCK, $1.00 PAR VALUE
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(Title of class of securities)
910671106
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 29, 2000
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
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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>
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CUSIP No. 910671106 13D Page 2 of 13 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,048,530
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,048,530
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,048,530
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 910671106 13D Page 3 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN G. LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,048,530
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,048,530
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,048,530
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 910671106 13D Page 4 of 13 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JAMES R. HENDERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH -----------------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
-0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 910671106 13D Page 5 of 13 Pages
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The following constitutes Amendment No. 3 ("Amendment No. 3") to the
Schedule 13D filed by the undersigned (the "Schedule 13D"). This Amendment No. 3
amends the Schedule 13D as specifically set forth.
Item 3 is hereby amended and restated in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 1,048,530 Shares of Common Stock
owned by Steel Partners II is $10,339,105. The Shares of Common Stock owned by
Steel Partners II were acquired with partnership funds.
Item 4 is hereby amended to include the following:
Item 4. Purpose of Transaction.
On March 29, 2000, the Reporting Persons entered an agreement with
the Issuer (the "Agreement"), a copy of which is attached as an exhibit hereto
and incorporated herein by reference. Under the terms of the Agreement, the
Issuer has agreed, among other things, (i) to include a proposal in its proxy
statement (in connection with the 2000 Annual Meeting) to amend the Issuer's
by-laws to increase the number of directors constituting the entire board of
directors (the "Board") from six to seven (the "Increased Board Proposal") and
(ii) to elect Warren G. Lichtenstein as a director immediately following the
2000 Annual Meeting to fill the newly-created vacancy on the Board should the
Increased Board Proposal be approved by the requisite vote, being at least 80%
of the Issuer's stockholders. In exchange for the Issuer's promises, Steel
Partners II has agreed, among other things, to (i) revoke the Nomination Letter;
(ii) refrain from nominating any individual for election to the Board at the (A)
2000 Annual Meeting, and, if the Increased Board Proposal is approved and Mr.
Lichtenstein is elected to the Board, (B) the 2001 Annual Meeting; and (iii)
refrain from soliciting proxies with respect to the voting of any securities of
the Issuer at the 2000 Annual Meeting, and, if the Increased Board Proposal is
approved and Mr. Lichtenstein is elected to the Board, the 2001 Annual Meeting.
Furthermore, Messrs. Lichtenstein and Henderson have agreed through the 2000
Annual Meeting, or if the Increased Board Proposal is approved and Mr.
Lichtenstein is elected to the Board, for a period of 18 months, to refrain from
(i) forming or participating in a "group", (ii) proposing any shareholder
resolutions at any meeting of the shareholders and (iii) seeking to call a
special meeting of shareholders or soliciting any written consents of the
shareholders of the Issuer.
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CUSIP No. 910671106 13D Page 6 of 13 Pages
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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. 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, each of 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, 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.
Except as set forth above, the Reporting Persons have no agreements or
understandings between themselves with respect to the voting or disposition of
the Common Stock of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 12,294,138 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 September
30, 1999.
As of the close of business on March 29, 2000, Steel Partners II
beneficially owns 1,048,530 Shares of Common Stock, constituting approximately
8.5% of the Shares outstanding. Mr. Lichtenstein beneficially owns 1,048,530
Shares, representing approximately 8.5% of the Shares outstanding. Mr.
Lichtenstein has sole voting and dispositive power with respect to the 1,048,530
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.
(b) By virtue of his position with Steel Partners II, Mr.
Lichtenstein has the sole power to vote and dispose of the Shares reported in
this Schedule 13D and beneficially owned by Steel Partners II.
As of the close of business on March 9, 2000, Mr. Henderson does not
beneficially own any Shares of Common Stock.
(c) Schedule A annexed hereto lists all transactions in the Issuer's
Common Stock since the filing of Amendment No. 2.
<PAGE>
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CUSIP No. 910671106 13D Page 7 of 13 Pages
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(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6 is hereby amended to include the following:
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On March 29, 2000 the Reporting Persons entered into the Agreement with
the Issuer. See Item 4 above for a more complete description of the Agreement. A
copy of the Agreement is filed as an exhibit to this Schedule 13D and
incorporated herein by reference.
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.
Item 7 is hereby amended and restated in its entirety to read as follows:
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement between Steel Partners II and
Warren G. Lichtenstein (previously filed).
2. Joint Filing Agreement between Steel Partners II,
Warren G. Lichtenstein and James R. Henderson, dated
March 9, 2000 (previously filed).
3. Director Nomination Letter from Steel Partners II to
United Industrial Corp., dated March 9, 2000
(previously filed).
4. Agreement by and among the United Industrial
Corporation, Steel Partners II, L.P., Warren G.
Lichtenstein and James R. Henderson, dated March 29,
2000.
<PAGE>
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CUSIP No. 910671106 13D Page 8 of 13 Pages
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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: March 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
/s/ James R. Henderson
--------------------------------
JAMES R. HENDERSON
<PAGE>
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CUSIP No. 910671106 13D Page 9 of 13 Pages
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Exhibit Index
Exhibit Page
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1. Joint Filing Agreement (previously
filed)
2. Joint Filing Agreement between Steel
Partners II, Warren G. Lichtenstein
and James R. Henderson, dated March 9,
2000 (previously filed).
3. Director Nomination Letter from Steel
Partners II, to United Industrial
Corporation, dated March 9, 2000
(previously filed)
4. Agreement by and among the United 10
Industrial Corporation, Steel Partners
II, L.P., Warren G. Lichtenstein and
James R. Henderson, dated March 29,
2000.
<PAGE>
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CUSIP No. 910671106 13D Page 10 of 13 Pages
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AGREEMENT
AGREEMENT (this "Agreement"), dated as of March 29, 2000, by and among
United Industrial Corporation, a Delaware corporation (the "Company"), Steel
Partners II, L.P., a Delaware limited partnership (together with its affiliates,
"Steel"), Warren G. Lichtenstein ("Lichtenstein") and James R. Henderson
("Henderson", and together with Steel and Lichtenstein, the "Steel Parties").
W I T N E S S E T H:
WHEREAS, Steel has notified the Company pursuant to a letter
dated March 9, 2000 (the "Nomination Letter") that it intends to nominate
Lichtenstein and Henderson for election as directors of the Company at its
Annual Meeting of Shareholders scheduled to be held on May 9, 2000 (the "2000
Annual Meeting"); and
WHEREAS, the parties hereto have reached an agreement with
respect to such proposed nomination, as follows:
1. The Company shall include a proposal in its Proxy Statement in
connection with the 2000 Annual Meeting to amend the Company's by-laws to
increase the number of directors constituting the entire board of directors
(the "Board") from six to seven (the "Increased Board Proposal"). The Board
shall recommend the adoption of such proposal. The Company shall retain
Innisfree Incorporated ("Innisfree") as its proxy solicitor in connection
with the 2000 Annual Meeting. The Company shall pay Innisfree $50,000 for
such services, to be used by Innisfree in its best judgment in order to
maximize the vote in favor of the Increased Board Proposal. If the
Increased Board Proposal is approved by the requisite vote of the Company's
shareholders (i.e., by holders of at least 80% of the Company's outstanding
shares), then the Board shall elect Lichtenstein immediately following the
2000 Annual Meeting as a director to fill the newly-created vacancy on the
Board for a term of two years.
2. Steel hereby revokes its Nomination Letter. Each Steel Party agrees not
to nominate or cause to be nominated any individual for election to the
Board at the 2000 Annual Meeting or, if the Increased Board Proposal is
approved and Lichtenstein is elected to the Board, the annual meeting of
shareholders of the Company to be held in 2001 (the "2001 Annual Meeting"),
and agrees not to cast any votes with respect to any directorship of the
Company at the 2000 Annual Meeting or, if the Increased Board Proposal is
approved and Lichtenstein is elected to the Board, the 2001 Annual Meeting
for anyone other than those individuals nominated by the Board, and agrees
not to make or participate, whether directly of indirectly, in any
solicitation of proxies to vote, or seek to advise or influence any person
with respect to the voting of, any securities of the Company at the 2000
Annual Meeting or, if the Increased Board Proposal is approved and
Lichtenstein is elected to the Board, the 2001 Annual Meeting in opposition
to the Board's nominees or in support of any other nominees for director of
the Company.
3. The Steel Parties further agree that without the prior approval of the
Board, for a period through the 2000 Annual Meeting or, if the Increased
Board Proposal is approved and
<PAGE>
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CUSIP No. 910671106 13D Page 11 of 13 Pages
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Lichtenstein is elected to the Board, for a period of eighteen months from
the date hereof, they will not directly or indirectly (i) form or
participate in a "group" (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), (ii) propose any shareholder
resolutions at any meeting of shareholders, nor (iii) seek to call a
special meeting of shareholders or solicit any written consents of
shareholders of the Company.
4. Each Steel Party hereby agrees that any information concerning the
Company (whether prepared by the Company, its advisors or otherwise) which
is furnished to such Steel Party by or on behalf of the Company in
connection with Steel's interest as a shareholder of the Company (herein
collectively referred to as the "Evaluation Material") will be kept
confidential by such Steel Party and such Steel Party's advisors; provided,
however, that (i) any of such information may be disclosed to such Steel
Party's directors, officers, and employees, and representatives of such
Steel Party's advisors, who need to know such information in connection
with Steel's interest as a shareholder of the Company (it being understood
that such directors, officers, employees and representatives shall be
informed by such Steel Party of the confidential nature of such information
and shall be directed by such Steel Party to treat such information
confidentially), and (ii) any disclosure of such information may be made to
which the Company consents in writing. In the event that any Steel Party or
any representative of any Steel Party is required by law or legal process
to disclose all or any part of the information contained in the Evaluation
Material, each Steel Party agrees to immediately notify the Company of the
existence, terms and circumstances surrounding such a request so that the
Company may seek an appropriate protective order prior to such disclosure
of such information.
5. This Agreement may be modified or waived only by a separate writing by
each of the parties
hereto expressly so modifying or waiving this Agreement.
6. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to the conflicts of law
principles thereof.
7. Each of the parties hereto acknowledge and agree that irreparable damage
would occur in the event any of the provisions of this Agreement are not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in
any court of the United States or any state thereof having jurisdiction, in
addition to any other remedy to which they may be entitled at law or
equity.
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CUSIP No. 910671106 13D Page 12 of 13 Pages
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
UNITED INDUSTRIAL CORPORATION
By: /s/ Harold S. Gelb
-------------------------------
Name: Harold S. Gelb
Title:
STEEL PARTNERS II, L.P.
By: /s/ Warren G. Lichtenstein
------------------------------
Name: Warren G. Lichtenstein
Title:
/s/ Warren G. Lichtenstein
----------------------------------
Warren G. Lichtenstein
/s/ James R. Henderson
----------------------------------
James R. Henderson
Each of the undersigned hereby agrees to vote in favor of the Increased
Board Proposal.
/s/ Edward C. Aldridge, Jr. /s/ Joseph S. Schneider
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Edward C. Aldridge, Jr. Joseph S. Schneider
/s/ Richard R. Erkeneff /s/ E. Donald Shapiro
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Richard R. Erkeneff E. Donald Shapiro
/s/ Harold S. Gelb /s/ Robert W. Worthing
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Harold S. Gelb Robert W. Worthing
/s/ James H. Perry /s/ Susan Fein Zawel
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James H. Perry Susan Fein Zawel
<PAGE>
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CUSIP No. 910671106 13D Page 13 of 13 Pages
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SCHEDULE A
Transactions in the Shares since the filing of Amendment No. 2
Shares of Common
Stock Purchased Price Per Share Date of Purchase
--------------- --------------- ----------------
Steel Partners II
500 8.81000 3/9/00
12,500 9.06500 3/10/00
12,400 9.04000 3/13/00
Warren G. Lichtenstein
None
James R. Henderson
None
