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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
------------------ TO
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COMMISSION FILE NO. 1-8009
UNR INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3060977
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(State of Organization) (I.R.S. Employer
Identification No.)
332 SOUTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60604-4385
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(Address of Principal Executive Office) (Zip Code)
(312) 341-1234
(Registrant's Telephone Number Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock $.01 par value................................................................. Chicago Stock Exchange
Warrants to purchase Common Stock........................................................... Chicago Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES _X_ NO ____
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a Court.
YES _X_ NO ____
As of March 21, 1994, 48,692,103 shares of common stock were outstanding.
The aggregate market value of stock held by non-affiliates is $111,900,000 based
upon the average bid and asked prices of such stock as of March 21, 1994.
Documents incorporated by reference:
(1) Annual Report to Stockholders of Registrant for the fiscal year ended
December 31, 1993. Certain information therein is incorporated by reference into
Part I, Part II and Part IV hereof.
(2) Proxy Statement for the Annual Meeting of Shareholders to be held on May 5,
1994. Certain information therein is incorporated by reference into Part III
hereof.
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PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
UNR Industries, Inc., a Delaware Corporation ("Registrant" or "UNR") was
organized in 1979 as a holding company with businesses engaged principally in
metal fabrication.
On July 29, 1982, Registrant and ten of its subsidiaries, filed separate
voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Northern District
of Illinois, Eastern Division ("Bankruptcy Court"). The Registrant was
designated as debtor-in-possession and its operations continued in the ordinary
course of business.
On March 15, 1989, Registrant and the seven subsidiaries not having been
previously discharged, filed a Disclosure Statement and a Consolidated Plan of
Reorganization ("Plan") with the Bankruptcy Court. Effective June 2, 1989, the
Registrant's Plan was confirmed by the Bankruptcy Court following acceptance of
the Plan by the Registrant's creditors and stockholders.
Pursuant to the Plan, 42,404,847 shares of common stock of the reorganized
Registrant were issued to the unsecured creditors and to the existing and future
asbestos claimants in full discharge of all claims. The Plan also provided that
all proceeds from certain litigation against the insurance companies would
become unencumbered assets of the Registrant. Existing shareholders retained
3,687,378 shares of common stock and received six-year warrants to purchase an
additional 3,687,378 shares of common stock at $5.15 per share.
On December 31, 1992, Unarco Industries, Inc. and UNR, Inc. merged into UNR.
All remaining subsidiaries became subsidiaries of UNR except Holco Corporation
which remains a subsidiary of Leavitt Structural Tubing Company, a subsidiary of
UNR.
On April 27, 1993, Registrant acquired Real Time Solutions, Inc., a producer
of automated inventory management products for $4.2 million of cash and 616,102
shares of stock valued at approximately $4.2 million.
On May 3, 1993 the business and principal assets of the Midwest CATV
Division of Midwest Corporation, a wholly owned subsidiary of Registrant
("Midwest"), were sold to Anixter Bros, Inc., and on May 4, 1993 the business
and principal assets of the Midwest Steel Division of Midwest Corporation were
sold to L.B. Foster Company. Operating results of these divisions were
reclassified to discontinued operations in 1992.
On June 11, 1993, UNR received a letter from the UNR Asbestos-Disease Claims
Trust (the "Trust"), holder at that time of 62% of the common stock of
Registrant, proposing that UNR's Board of Directors consider retaining a
financial adviser to solicit third-party proposals for acquisition of UNR
through a merger or other business combination in which UNR's shareholders would
receive cash for their shares and to advise whether any such proposed
transactions would be fair from a financial point of view to UNR's shareholders.
On June 22, 1993, UNR's Board of Directors established a Special Committee
of independent directors to consider and to implement appropriate action in
response to the Trust's proposal, including the solicitation and evaluation of
offers for acquisition of UNR and to make a report and recommendation to the
Board of Directors.
On August 4, 1993, the Special Committee engaged J. P. Morgan Securities
Inc. as its financial adviser. On February 9, 1994, UNR announced that the
proposals received were subject to conditions and that none of the proposals
indicated a per share value greater than $6.50. On February 22, 1994, UNR
announced that the proposals received were either inadequate or too conditional
to warrant recommendations by the Special Committee to the Board of Directors,
that all discussions with potential buyers had been terminated and all efforts
to seek further offers have ceased.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Information required under this section appears as Note 11 to the 1993
Consolidated Financial Statements of the Registrant included as Exhibit 13 to
this Form 10-K and incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
Registrant's divisions are engaged in the manufacture and sale of steel
products, primarily welded steel tubing, material handling equipment, including
storage racks, shopping carts and supermarket storage and display equipment,
stainless steel sinks and steel communication and lighting towers. The
Registrant employs approximately 2,200 persons, of whom 1,600 are factory
personnel. The Registrant's sales are made through manufacturers'
representatives, as well as through its own employees.
The principal raw material used by Registrant's divisions is steel. These
divisions purchase steel from both foreign and domestic suppliers. In the
opinion of the Registrant's management, no purchase commitments presently
outstanding are at prices which will result in a loss.
1
INDUSTRIAL PRODUCTS
One of Registrant's industrial products divisions manufactures and sells
mechanical and structural electric resistance welded steel tubing in a variety
of sizes and shapes. Such tubing is a fabricated steel product, the use of which
has increased in a variety of industries in recent years. Registrant's division
currently has sixteen tube-making machines operating in two locations in the
Chicago area, in Hammond, Indiana and in Gluckstadt, Mississippi, which can
produce in excess of 500,000 tons of tubing annually. The size range of tubing
manufactured by the Registrant is 3/8" to 12 3/4" outer diameter.
Substantially all of the Registrant's steel tubing products are sold to
steel service centers and industrial users, with no single customer accounting
for more than 10% of total sales. Sales are made throughout the continental
United States. The tubing ultimately is used by makers of farm equipment,
automotive equipment, vehicle trailers, bicycles and playground equipment, sign
and lamp posts, grocery carts, furniture, storage racks, truck trailer frames
and axles and in industrial and commercial buildings.
The other industrial products division fabricates steel storage rack
components, which are installed primarily by independent contractors. Most sales
are made through a nation-wide network of material handling distributors who
sell and, in some cases, stock storage racks and parts. The Registrant maintains
a regional warehouse, in Somerset, N.J., from which distributors can fill orders
for merchandise they do not have in stock. The main plant is in Springfield,
Tennessee. In addition, this division provides automated inventory management
products to the warehouse and distribution industry, from facilities located in
Berkeley and Napa, California. The primary product is a light directed display
based inventory picking, sorting, packing and shipping system using the
trademark "EASYpick."
COMMERCIAL PRODUCTS
One of the Registrant's commercial products divisions manufactures and sells
wire and plastic shopping carts, self-service luggage carts, office and other
carts, wire baskets and continuous shelving systems. These products are
manufactured primarily from steel tubing, wire and plastic in a plant in
Wagoner, Oklahoma. Sales are made through direct solicitation of customers by
sales agents. In addition, this division manufactures and sells supermarket
equipment for the handling, preparation and display of meats and produce. Sales
are made principally through stocking distributors.
From plants in Peoria, Illinois and Frankfort, Indiana, a second division
manufactures and markets towers, with related accessories, used principally to
support communications equipment for microwave and cellular transmission,
broadcasting, home television and amateur broadcasting. Other towers are
produced to support high level illumination for highways, parking lots, stadiums
and other commercial areas. The division's facility in Bessemer, Alabama
produces equipment shelters from laminated fiberglass and concrete which are
primarily used to house broadcast electronics. These products are marketed
nationally and for export markets.
The third commercial products division manufactures, in a plant in Ruston,
Louisiana, stainless steel sinks which are sold to retail outlets under the
"Federal" and "American" labels and to plumbing wholesalers under the "Republic"
label. In addition, this division manufactures and markets a line of composite
sinks under the trade name "Asterite."
PATENTS
Registrant owns or licenses a number of domestic and foreign patents on
products and processes. Certain domestic and foreign patent applications on
additional products and processes are pending, but there is no assurance that
any of such applications will be granted. Although certain patents were of
considerable value in the growth of the business and will continue to be
important in the future, the Registrant's success or growth are not dependent
upon any one patent or group of related patents.
RESEARCH & DEVELOPMENT
The Registrant spent approximately $797,000 in 1993, $300,000 in 1992 and
$300,000 in 1991 for research on new and improved products. Approximately 29
employees are currently engaged full time in this activity.
COMPETITION
All business segments of the Registrant are highly competitive. Although no
authoritative statistics are available, based on its knowledge of its markets
and information received from customers and salesmen, the Registrant believes
that its sales of grocery shopping carts are greater than those of any
competitor.
Although the Registrant believes it is currently one of the nation's leading
producers of mechanical and structural steel tubing in the size range it
produces ( 3/8" to 12 3/4" outer diameter), there is considerable competition in
all sizes and shapes of steel tubing. The Registrant believes that it is
impossible to state its rank in overall sales of all sizes of steel tubing
(including sizes not manufactured by the Registrant). It is known, however, that
several companies have substantially greater sales of particular sizes of steel
tubing within the size range manufactured by the Registrant and substantially
greater overall sales of all sizes of steel tubing.
The Registrant also believes that because of the wide range of towers
produced by it, there are only a few other companies which manufacture and sell
similar product lines comparable in completeness.
Other products sold by the Registrant compete with products of other
companies, some of which are much larger than the Registrant and enjoy
substantially larger shares of their respective markets.
2
BACKLOG AND FOREIGN SALES
The backlog of unfilled orders at the end of any period is not a significant
factor and is not material to an understanding of the business of the
Registrant.
Foreign sales in 1993, 1992 and 1991 were approximately $10.4 million, $6.9
million and $7.2 million, respectively.
ITEM 2. PROPERTIES
The following table sets forth information concerning location, size, use
and nature of the principal manufacturing facilities owned or leased by the
Registrant. The Registrant believes its plants are suitable for their purposes,
are well maintained and are adequately insured. Not included in the table are
warehouses, owned and leased, aggregating 455,000 square feet and the
Registrant's executive and sales offices, all of which are leased.
LOCATION USE SQ.FT. LEASED OR OWNED
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INDUSTRIAL SEGMENT
Chicago, IL Steel Tubing 525,000 Owned
Chicago, IL Steel Tubing 240,000 Owned
Dixmoor, IL Steel Tubing 100,000 Owned
Hammond, IN Steel Tubing 58,000 Owned
Gluckstadt, MS Steel Tubing 250,000 Owned
Springfield, TN Steel Storage and Rack
Components 330,000 Owned
Napa, CA Automated Inventory
Management Products/
Assembly 14,000 Leased (Expiration 7/31/98)
Berkeley, CA Automated Inventory
Management Products/
Assembly 3,000 Leased (Expiration 12/31/94)
COMMERCIAL SEGMENT
Sacramento, CA Shopping Carts 35,000 Leased (Expiration 3/31/94)
Ruston, LA Sinks 100,000 Owned
Wagoner, OK Shopping Carts 520,000 Owned
Tulsa, OK Powder Coating 42,000 Leased (Expiration 12/31/96)
Peoria, IL Tower/Accessories 260,000 Owned
Frankfort, IN Farm Fencing/Related
Equipment 50,000 Owned
Frankfort, IN Farm Fencing/Related
Equipment 77,500 Leased (Expiration 12/31/95)
Bessemer, AL Equipment Shelters/Custom
Painting 150,000 Leased (Expiration 9/15/11)
OTHER
Birmingham, AL Not used in operations.
To be sold or leased. 79,000 Owned
Hogansville, GA Not used in operations.
To be sold or leased. 55,000 Owned
The Registrant uses a wide variety of standard and specialized machine
tools, many varying types of equipment and many different manufacturing
processes in producing its products. The Registrant considers, that in general,
its plants are equipped with modern and well-maintained equipment. The
Registrant's operations make virtually full use of all existing facilities
except as noted above.
3
ITEM 3. LEGAL PROCEEDINGS
(a) On July 29, 1982, Registrant and certain of its subsidiaries, filed
separate voluntary petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Northern
District of Illinois ("Bankruptcy Court"), Eastern Division.
On March 15, 1989, Registrant and its subsidiaries filed a Disclosure
Statement and a Consolidated Plan of Reorganization (the "Reorganization Plan")
with the Bankruptcy Court. An order confirming the Plan was entered by the
Bankruptcy Court effective June 2, 1989 ("Confirmation Order"). The Bankruptcy
Court also entered orders establishing the UNR Asbestos-Disease Claims Trust
("Trust Order") and permanently enjoining any actions against the Registrant by
asbestos-disease claimants ("Injunction"). On June 9, 1989, certain former
employees of the Registrant's Bloomington, Illinois plant ("Bloomington
Workers") filed an appeal from the Confirmation Order, the Injunction and the
Trust Order.
On December 6, 1990, the United States District Court for the Northern
District of Illinois, Eastern Division ("District Court"), issued an order
dismissing the appeal from the Confirmation Order as moot, affirming the
Injunction, and remanding to the Bankruptcy Court for a determination of whether
the Appellants' claims fell into Class 2 (Workmen's Compensation Claims) or
Class 5 (Asbestos-Disease Claims) under the Plan. On April 13, 1993, the
District Court dismissed the appeal of the Trust Order.
The Bloomington Workers filed appeals with the United States Court of
Appeals for the Seventh Circuit from the dismissal of their appeals from the
Confirmation Order, the Injunction and the Trust Order. Oral argument occurred
in the Court of Appeals on December 8, 1993. Registrant and its counsel believe
that the Bloomington Workers' appeals are not well founded and that the
decisions of the District Court should be affirmed.
On July 28, 1992, the Bankruptcy Court entered an order holding that the
claims of certain Bloomington Workers to recover compensation under the Illinois
Workers' Occupational Diseases Act should be classified as both Workers'
Compensation Claims and as Asbestos-Disease Claims under the Plan
("Classification Order"). Registrant and its counsel believe that the Bankruptcy
Court ruling was erroneous and filed an appeal to the District Court. On January
18, 1994, the District Court entered an order denying UNR's appeal on the ground
that the Court lacked jurisdiction of the appeal of the Classification Order
because of the appeals pending in the Court of Appeals. UNR believes this order
is in error and has filed a motion for reconsideration. Following the Bankruptcy
Court's July 28, 1992 ruling, certain former employees of the Registrant's
Paterson, New Jersey plant filed Petitions with the New Jersey Department of
Labor, Division of Workers' Compensation, seeking to pursue claims under New
Jersey Workers' Compensation laws. This matter is now pending in the Bankruptcy
Court. It is the opinion of UNR and its counsel that UNR has meritorious
defenses to all of these claims, and even if these claims are allowed to be
pursued, they would not have a material adverse effect on the Registrant's
operations or its financial condition.
(b) Under the terms of the Warrant Agreement dated June 2, 1989, upon
exercise of a warrant and the payment of the exercise price of $5.15 (subject to
adjustment upon the occurrence of certain events), a warrantholder is entitled
to receive, in addition to the one share of common stock (subject to adjustment
upon the occurrence of certain events), the amount of all "extraordinary"
dividends (as such term is defined in the Warrant Agreement) which would have
been paid on the common stock since the issuance of the warrants. On January 15,
1991, the Registrant paid a dividend of $.20 per share of common stock to
stockholders of record on December 20, 1990. On January 15, 1992, the Registrant
paid a regular cash dividend of $.20 per share and an extraordinary cash
dividend of $1.00 per share of common stock to stockholders of record on
December 31, 1991. In December 1991, the Registrant was advised by one of its
warrantholders that it is the warrantholder's position that the $.20 per share
dividend paid in 1991 and the $.20 regular dividend per share paid in 1992,
constituted extraordinary dividends for purposes of the Warrant Agreement. The
Registrant believes this warrantholder's position is without merit.
(c) In addition to the above, the Registrant is involved in certain other
pending litigation and disputes. The Registrant believes that it has adequate
insurance coverage or meritorious defenses, or both, in substantially all such
litigation. It is the opinion of the Registrant, after consultation with its
counsel, that the outcome of all other litigation will not have a material
adverse effect on the Registrant's operations or its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant's Common Stock and Warrants are publicly traded in the
over-the-counter market on the NASDAQ National Market System and are listed on
the Chicago Stock Exchange. The Registrant's Common Stock and Warrants bear the
symbols UNRI and UNRIW, respectively.
The high and low bids are as reported in the Wall Street Journal Quotations
from the NASDAQ National Market System.
DIVIDENDS
COMMON STOCK HIGH LOW PER SHARE
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1992
First Quarter................................................... $5 1/2 $3 5/8 $ 1.20
Second Quarter.................................................. 6 5 --
Third Quarter................................................... 6 7/8 5 5/8 --
Fourth Quarter.................................................. 8 1/4 5 7/8 --
1993
First Quarter................................................... $8 1/2 $6 1/8 $ 2.20
Second Quarter.................................................. 7 1/4 6 3/8 --
Third Quarter................................................... 7 1/8 6 1/4 --
Fourth Quarter.................................................. 7 3/4 5 7/8 $ 1.20
1994
First Quarter (through March 21)................................ $7 1/8 $5 5/8 --
As of March 21, 1994, the Registrant had 3,309 record holders of its Common
Stock.
On January 15, 1992, the Registrant paid a $.20 regular and $1.00
extraordinary cash dividend to Stockholders of record on December 31, 1991.
On February 1, 1993, the Registrant paid a $.20 regular and $2.00
extraordinary cash dividend to Stockholders of record on January 15, 1993.
On December 1, 1993, the Registrant paid a $1.20 extraordinary cash dividend
to Stockholders of record on November 16, 1993.
On March 3, 1994, the Registrant declared a $.20 regular cash dividend to be
paid on April 1, 1994 to Stockholders of record on March 18, 1994.
WARRANTS HIGH LOW
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1992
First Quarter................................................... $2 1/8 $ 5/8
Second Quarter.................................................. 2 1/4 1 3/4
Third Quarter................................................... 3 1 7/8
Fourth Quarter.................................................. 3 7/8 2 1/4
1993
First Quarter................................................... $4 5/8 $3 1/4
Second Quarter.................................................. 5 1/8 4 1/4
Third Quarter................................................... 5 4 3/8
Fourth Quarter.................................................. 6 1/2 4 1/2
1994
First Quarter (through March 21)................................ $6 $4 5/8
As of March 21, 1994, the Registrant had 1,508 record holders of its
warrants.
ITEM 6. SELECTED FINANCIAL DATA
The financial information for the five years ended December 31, 1993,
appearing on page 1 of UNR Industries, Inc. 1993 Annual Report to Stockholders
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Discussion and Analysis of Results appearing on pages 29
through 31 of UNR Industries, Inc. 1993 Annual Report to Stockholders is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference from the
Statements of Income, Statements of Cash Flows, Balance Sheets, Statements of
Changes in Stockholders' Equity and Notes to Financial Statements included in
the UNR Industries, Inc. 1993 Annual Report to Stockholders.
5
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Information required by this item with respect to the directors of
Registrant is hereby incorporated by reference to Registrant's definitive proxy
statement to be filed pursuant to Regulation 14A promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, which proxy
statement is anticipated to be filed within 120 days after the end of
Registrant's fiscal year ended December 31, 1993.
(b) Executive Officers of the Registrant
The description of tenure included below refers to continuous tenure with
the Registrant.
Thomas A. Gildehaus........ 53 Chief Executive Officer and President (since July 1992); Director since July
1992; Director, Executive Vice President of Deere & Company, manufacturer of
farm and construction equipment (1980-1992).
Henry Grey................. 40 Vice President--Finance and Treasurer (since 1986); Senior Manager, Arthur
Andersen & Co. (1974 to 1986).
Victor E. Grimm............ 57 Vice President, Corporate Secretary and General Counsel (since October 1992);
Partner, Bell, Boyd & Lloyd, Attorneys (1967-Present).
All of the executive officers are elected by the Board of Directors at the
annual meeting for one-year terms and serve until such time as their respective
successors are duly elected and qualified.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item with respect to executive compensation is
hereby incorporated by reference to Registrant's definitive proxy statement to
be filed pursuant to Regulation 14A promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, which proxy statement is
anticipated to be filed within 120 days after the end of Registrant's fiscal
year ended December 31, 1993.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is hereby incorporated by reference to
Registrant's definitive proxy statement to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which proxy statement is anticipated to be filed within
120 days after the end of the Registrant's fiscal year ended December 31, 1993.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is hereby incorporated by reference to
Registrant's definitive proxy statement to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which proxy statement is anticipated to be filed within
120 days after the end of the Registrant's fiscal year ended December 31, 1993.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The information required by this item is incorporated by reference
in Item 8 of this report.
2. The following financial schedules for the years 1993, 1992 and 1991
are submitted herewith:
Changes in Plant and Equipment and Related Reserves for Depreciation
Allowance for Doubtful Accounts
Supplementary Profit and Loss Information
3. Exhibits:
The following list sets forth the exhibits to this Form 10-K as required by
Item 601 of Regulation S-K. Certain exhibits are filed herewith, while the
balances are hereby incorporated by reference to documents previously filed with
the Securities and Exchange Commission. Exhibits hereto incorporated by
reference to such other filed documents are indicated by an asterisk.
6
EXHIBIT NO.
(3) *Amended and Restated Certificate of Incorporation dated March 13, 1980,
filed as an exhibit to the 1990 Form 10-K.
*Certificate of Amendment dated June 2, 1989 to amended and restated
Certificate of Incorporation filed as an exhibit to the 1990 Form 10-K.
*Certificate of Amendment dated July 12, 1990 to amended and restated
Certificate of Incorporation filed as an exhibit to the 1990 Form 10-K.
*Amended and Restated By-laws dated July 12, 1990, filed as an exhibit to
the 1990 Form 10-K.
*Amended and Restated By-laws dated July 30, 1992, filed as an exhibit to
the 1992 Form 10-K.
Eighth Amended and Restated By-laws effective as of May 6, 1993.
Ninth Amended and Restated By-laws effective as of May 5, 1994.
(4) *Warrant Agreement (including form of warrant) issued pursuant to the
provisions of Article III of the Registrant's Consolidated Plan of
Reorganization confirmed on June 2, 1989, filed as an exhibit to the 1989
Form 10-K.
(9) None
(10) Material Contracts
*UNR Industries, Inc. Key Executives' Stock Option Plan, as amended May 30,
1990, filed as an exhibit to the 1990 Form 10K.
*UNR Industries, Inc. 1992 Restricted Stock Plan, filed as an exhibit to the
1992 Form 10-K.
*Employment Agreement entered into between UNR Industries, Inc. and Thomas
A. Gildehaus, President and Chief Executive Officer, filed as an exhibit to
the 1992 Form 10-K.
*Form of Change of Control Agreements entered into between UNR Industries,
Inc., and Henry Grey, Vice President-- Finance & Treasurer and Victor E.
Grimm, Vice President, Corporate Secretary and General Counsel, filed as an
exhibit to the 1992 Form 10-K.
UNR Industries, Inc. Supplemental Executive Retirement Plan effective as of
January 1, 1993.
Agreement with J.P. Morgan Securities Inc. dated August 3, 1993.
The SEC File Number for Unarco Industries, Inc., Registrant's predecessor
was 1-3296; for Registrant the SEC File Number is 1-8009.
(11) The computation can be determined from report.
(12) Not Applicable
(13) Registrant's 1993 Annual Report to Shareholders.
(16) Not Applicable
(18) None
(19) None
(21) List of Subsidiaries of Registrant.
(22) Not Applicable
(23) Consent of Independent Public Accountants.
(24) None
(28) None
(29) None
(b) No Form 8-K was filed for the quarter ended December 31, 1993.
(c) Exhibits--See 3, 10, 13, 21 and 23 above.
7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULES
To the Stockholders and Board of Directors of UNR Industries, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in UNR Industries, Inc.'s 1993
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated March 3, 1994. Our audit was made for the
purpose of forming an opinion on the basic consolidated financial statements
taken as a whole. The schedules included in Part IV, Item 14(d) (Changes in
Plant and Equipment and Related Reserves for Depreciation, Allowance for
Doubtful Accounts and Supplementary Profit and Loss Information) are the
responsibility of the Company's management and are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Chicago, Illinois,
March 3, 1994.
8
(d) Financial statement schedules required by Regulation S-X which are
excluded from the Consolidated Financial Statements included under Item 8 of
this report.
(1) CHANGES IN PLANT AND EQUIPMENT AND RELATED RESERVES FOR DEPRECIATION (IN
THOUSANDS)
PLANT AND EQUIPMENT
YEAR 1991
BALANCE ADDITIONS RETIREMENTS BALANCE
12/31/90 AT COST OR SALES 12/31/91
---------- ----------- ------------ ----------
Land............................................................ $ 3,260 $ 4,014 $ -- $ 7,274
Buildings...................................................... 29,321 10,760 186 40,267
Machinery & equipment.......................................... 88,128 20,271 (1,821 ) 106,578
Leasehold improvements......................................... 9,988 836 (94 ) 10,730
---------- ----------- ------------ ----------
$ 130,697 $ 35,881 $ (1,729 ) $ 164,849
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
YEAR 1992
BALANCE ADDITIONS RETIREMENTS BALANCE
12/31/91 AT COST OR SALES 12/31/92
---------- ----------- ------------ ----------
Land............................................................ $ 7,274 $ -- $ -- $ 7,274
Buildings...................................................... 40,267 337 216 40,820
Machinery & equipment.......................................... 106,578 4,810 (3,110 ) 108,278
Leasehold improvements......................................... 10,730 439 (72 ) 11,097
---------- ----------- ------------ ----------
$ 164,849 $ 5,586 $ (2,966 ) $ 167,469
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
YEAR 1993
BALANCE ADDITIONS RETIREMENTS BALANCE
12/31/92 AT COST OR SALES 12/31/93
---------- ----------- ------------ ----------
Land............................................................ $ 7,274 $ -- $ (83 ) $ 7,191
Buildings...................................................... 40,820 417 (613 ) 40,624
Machinery & equipment.......................................... 108,278 4,961 (723 ) 112,516
Leasehold improvements......................................... 11,097 617 -- 11,714
---------- ----------- ------------ ----------
$ 167,469 $ 5,995 $ (1,419 ) $ 172,045
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
RESERVES FOR DEPRECIATION
YEAR 1991
PROVISION
BALANCE CHARGED TO RETIREMENTS BALANCE
12/31/90 INCOME OR SALES 12/31/91
---------- ----------- ------------ ----------
Buildings....................................................... $ 11,878 $ 1,540 $ (23) $ 13,395
Machinery & equipment.......................................... 63,829 6,480 (1,697) 68,612
Leasehold improvements......................................... 7,642 503 (129) 8,016
---------- ----------- ------------ ----------
$ 83,349 $ 8,523 $ (1,849) $ 90,023
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
YEAR 1992
PROVISION
BALANCE CHARGED TO RETIREMENTS BALANCE
12/31/91 INCOME OR SALES 12/31/92
---------- ----------- ------------ ----------
Buildings....................................................... $ 13,395 $ 1,637 $ -- $ 15,032
Machinery & equipment.......................................... 68,612 6,727 (2,672 ) 72,667
Leasehold improvements......................................... 8,016 466 -- 8,482
---------- ----------- ------------ ----------
$ 90,023 $ 8,830 $ (2,672 ) $ 96,181
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
YEAR 1993
PROVISION
BALANCE CHARGED TO RETIREMENTS BALANCE
12/31/92 INCOME OR SALES 12/31/93
---------- ----------- ------------ ----------
Buildings....................................................... $ 15,032 $ 1,659 $ (542) $ 16,149
Machinery & equipment.......................................... 72,667 6,944 (815) 78,796
Leasehold improvements......................................... 8,482 469 -- 8,951
---------- ----------- ------------ ----------
$ 96,181 $ 9,072 $ (1,357) $ 103,896
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
9
(2) ALLOWANCE FOR DOUBTFUL ACCOUNTS (IN THOUSANDS)
Changes in the allowance for doubtful accounts for the three years ended
December 31, are as follows:
1991 1992 1993
--------- --------- ---------
Balance--beginning of year................................................................ $ 3,216 $ 3,025 $ 2,995
Add (deduct)
--Provision charged to income............................................................ 271 835 657
--Bad debts written-off.................................................................. (462) (865) (842)
--------- --------- ---------
Balance--end of year..................................................................... $ 3,025 $ 2,995 $ 2,810
--------- --------- ---------
--------- --------- ---------
(3) SUPPLEMENTARY PROFIT AND LOSS INFORMATION (IN THOUSANDS)
CHARGED TO COST AND EXPENSE
-------------------------------
1991 1992 1993
--------- --------- ---------
Maintenance and repairs................................................................... $ 5,061 $ 6,130 $ 6,908
Taxes, other than payroll and income taxes............................................... 1,479 1,708 1,218
Costs relating to amortization of intangibles, advertising, royalties and
research and development were not listed in the above table because each,
separately, was less than 1% of the net sales.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNR INDUSTRIES, INC.
/s/ THOMAS A. GILDEHAUS
---------------------------------------
Thomas A. Gildehaus
CHIEF EXECUTIVE OFFICER, PRESIDENT &
DIRECTOR
March 21, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
March 21, 1994 /s/ THOMAS A. GILDEHAUS
--------------------------------------------------------
Thomas A. Gildehaus
CHIEF EXECUTIVE OFFICER, PRESIDENT & DIRECTOR
March 21, 1994 /s/ HENRY GREY
--------------------------------------------------------
Henry Grey
VICE PRESIDENT--FINANCE & TREASURER
PRINCIPAL FINANCIAL OFFICER
March 21, 1994 /s/ VICTOR E. GRIMM
--------------------------------------------------------
Victor E. Grimm
VICE PRESIDENT, CORPORATE SECRETARY & GENERAL COUNSEL
March 21, 1994 /s/ JOHN A. SALADINO
--------------------------------------------------------
John A. Saladino
CONTROLLER AND ASSISTANT SECRETARY
March 21, 1994 /s/ CHARLES M. BRENNAN III
--------------------------------------------------------
Charles M. Brennan III
DIRECTOR
March 21, 1994 /s/ DARIUS W. GASKINS, JR.
--------------------------------------------------------
Darius W. Gaskins, Jr.
DIRECTOR
March 21, 1994 /s/ WILLIAM S. LEAVITT
--------------------------------------------------------
William S. Leavitt
DIRECTOR
11
March 21, 1994
--------------------------------------------------------
Gene Locks
DIRECTOR, CHAIRMAN OF THE BOARD
March 21, 1994
--------------------------------------------------------
Ruth R. McMullin
DIRECTOR
March 21, 1994 /s/ THOMAS F. MEAGHER
--------------------------------------------------------
Thomas F. Meagher
DIRECTOR
March 21, 1994 /s/ ROBERT B. STEINBERG
--------------------------------------------------------
Robert B. Steinberg
DIRECTOR
March 21, 1994 /s/ WILLIAM J. WILLIAMS
--------------------------------------------------------
William J. Williams
DIRECTOR
12