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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, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
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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 Incorporation) (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 ____
As of March 15, 1995, 51,360,354 shares of common stock were outstanding.
The aggregate market value of stock held by non-affiliates is $137,400,000 based
upon the average bid and asked prices of such stock as of March 15, 1995.
Documents incorporated by reference:
(1) Annual Report to Stockholders of Registrant for the fiscal year ended
December 31, 1994. 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 4,
1995. 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. 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 of Reorganization 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 the litigation against certain 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
Industries, Inc. All remaining subsidiaries became subsidiaries of UNR except
Holco Corporation which remains a subsidiary of Leavitt Structural Tubing
Company, a subsidiary of UNR.
In 1994, the Registrant decided to sell the industrial storage rack business
of its Material Handling Division. In 1993, the Registrant sold its Midwest
Steel and Midwest CATV Divisions. In 1989, the Registrant sold its Unarco Rubber
Products Division. Accordingly, operating results of these divisions were
reclassified to discontinued operations.
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 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 12 to the 1994
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, shopping carts and supermarket storage
and display equipment, stainless steel and composite sinks, steel towers and
equipment shelters for communication and other uses and computerized warehouse
control systems. 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.
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
1
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 manufactured tubing 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 of the Registrant provides automated
inventory management products to the warehouse and distribution industry from
facilities located in Berkeley and Napa, California. Its primary product is a
light directed display based inventory picking, sorting, packing and shipping
system using the trademark "Easypick".-Registered Trademark-
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 of
the Registrant manufactures and markets towers, with related accessories, used
principally to support communications equipment for microwave and cellular
transmission, commercial and amateur broadcasting and home television. Other
towers are produced to support high level illumination for highways, parking
lots, stadiums and other commercial areas. The Registrant'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."-Registered Trademark-
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 $1,253,000 in 1994, $797,000 in 1993 and
$300,000 in 1992 for research on new and improved products. Approximately 37
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
similarly complete product lines.
The Registrant also believes that its sales of computerized warehouse
control systems are greater than those of any competitor.
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.
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 of the Registrant in 1994, 1993 and 1992 were approximately
$10.6 million, $10.4 million and $6.9 million, respectively.
2
OTHER
The Registrant employs some environmentally hazardous materials in its
manufacturing processes, including oils and solvents. The Registrant has made
expenditures to comply with environmental laws and regulations, including
investigations and remediation of ground and water contamination, and expects to
make such expenditures in the future to comply with existing and future
requirements. While such expenditures to date have not materially affected the
Registrant's capital expenditures, competitive position, financial condition or
results of operations, there can be no assurance that more stringent regulations
or enforcement in the future will not have such effects.
In some cases, the Registrant has notified state or federal authorities of a
possible need to remediate sites it previously operated. The Registrant has also
been notified by various state and federal governmental authorities that they
believe it may be a "potentially responsible party" or otherwise have
responsibility with respect to clean-up obligations at certain hazardous and
other waste disposal sites which were not owned or operated by the Registrant.
In some such cases, the Registrant has effected settlements with the relevant
authorities or other parties for immaterial amounts. In other cases, the
Registrant is participating in negotiations for settlement with the relevant
authorities or other parties or has notified the authorities that it denies
liability for clean-up obligations. At all such sites, costs which may be
incurred are difficult to accurately predict until the level of contamination is
determined. The Registrant, after consultation with legal counsel and with
environmental experts, believes that the ultimate outcome with respect to all of
these sites will not have a material effect on the Registrant's financial
condition or on the results of its operations.
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 120,000 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
Napa, CA Automated Inventory
Management Products/
Assembly 14,000 Leased (Expiration 7/31/03)
Berkeley, CA Automated Inventory
Management Products/
Assembly 6,000 Leased (Expiration 8/31/97)
COMMERCIAL SEGMENT
Ruston, LA Sinks 200,000 Owned
Wagoner, OK Shopping Carts 520,000 Owned
Memphis, TN Shopping Carts 83,000 Owned
Sacramento, CA Shopping Carts 35,000 Leased (Expiration 4/30/99)
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 240,000 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
3
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.
ITEM 3. LEGAL PROCEEDINGS
On July 29, 1982 the Registrant and certain of its subsidiaries filed
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").
On March 15, 1989, the Registrant and certain of its subsidiaries filed a
Disclosure Statement and a Consolidated Plan of Reorganization ("Reorganization
Plan") with the Bankruptcy Court. An order confirming the Reorganization 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").
Certain former employees of a predecessor to the Registrant's Bloomington,
Illinois plant ("Bloomington Workers") filed appeals from the Confirmation
Order, the Injunction and the Trust Order. Those appeals were dismissed by the
District Court, and the Bloomington Workers sought review by the United States
Court of Appeals for the Seventh Circuit ("Court of Appeals"). The Court of
Appeals affirmed the decision of the District Court on April 5, 1994, and on May
27, 1994, Bloomington Workers' Petition for Rehearing was denied. On November
14, 1994, the Supreme Court denied the Bloomington Workers' Petition for Writ of
Certiorari. Therefore, the Confirmation Order, the Injunction and the Trust
Order are now final.
On July 28, 1992, the Bankruptcy Court entered an order holding that the
asbestos-disease claims of certain Bloomington Workers to recover compensation
under the Illinois Workers' Occupational Diseases Act should be classified as
both Class 2 Claims (Workers' Compensation Claims which are to be paid in full)
and as Class 5 Claims (which claims are channeled to the UNR Asbestos-Disease
Claims Trust) under the Reorganization Plan. On June 14, 1994, the Bankruptcy
Court entered an order holding that asbestos-disease claims of the 256 former
employees of a predecessor company's Paterson, New Jersey plant (Paterson
Workers) should also be classified as both Class 2 Claims and as Class 5 Claims.
The Registrant filed an appeal to the District Court in both of those matters,
contending that the former employees' asbestos-disease claims should be
classified only as Class 5 Claims. On September 22, 1994, the District Court
reversed the decision of the Bankruptcy Court in the Bloomington Workers' case
and remanded that matter to the Bankruptcy Court for further proceedings. On
December 28, 1994, the District Court, adopting the reasoning of the District
Court in the Bloomington Workers case, also reversed the Bankruptcy Court in the
Paterson Workers case and remanded that matter to the Bankruptcy Court for
further proceedings. Based upon the Registrant's view of the merits of these
claims and upon the advice of legal counsel, the Registrant believes that
ultimate resolution of the Paterson Workers' claims and the Bloomington Workers'
claims will not have a material adverse effect on the Registrant's operations or
its financial condition.
The Registrant is also involved in certain other pending lawsuits and claims
arising in the ordinary course of business. The Registrant, after consultation
with legal counsel, considers that any liability resulting from such matters
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
On November 1, 1994, a special meeting of Security Holders was held for the
purpose of considering and voting upon:
(a) approval of the UNR Industries, Inc. 1994 Stock Option Plan designed
to provide Registrant's executives and key employees an opportunity to
become holders of Common Stock of the Registrant over a period of years; and
(b) approval of the UNR Industries, Inc. 1994 Executive Stock Purchase
Plan designed to encourage and facilitate the acquisition of a larger
financial interest in the Registrant through direct stock purchase by those
key executives.
Both plans had been adopted by the Board of Directors subject to the
approval of the Security Holders.
The Security Holders voted as follows:
1994 Stock Option Plan --
For....................................................................... 43,978,990
Against................................................................... 1,577,369
Abstentions............................................................... 258,574
1994 Executive Stock Purchase Plan --
For....................................................................... 43,948,771
Against................................................................... 1,611,375
Abstentions............................................................... 254,787
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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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................ $7 1/8 $5 5/8 $ .20
Second Quarter............... 6 5 1/4 --
Third Quarter................ 6 1/8 5 1/8 --
Fourth Quarter............... 6 5/8 5 7/8 --
1995
First Quarter (through March
15)......................... $7 1/8 $6 1/8 $1.55
As of March 15, 1995, the Registrant had 3,228 record holders of its Common
Stock.
On January 15, 1991, the Registrant paid a $.20 regular cash dividend to
Stockholders of record on December 20, 1990.
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 April 1, 1994, the Registrant paid a $.20 regular cash dividend to
Stockholders of record on March 18, 1994.
On March 2, 1995, the Registrant declared a $.25 regular cash dividend and a
$1.30 extraordinary cash dividend to be paid on April 17, 1995 to Stockholders
of record on April 3, 1995.
WARRANTS HIGH LOW
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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............................. $6 $4 5/8
Second Quarter............................ 4 5/8 4 1/8
Third Quarter............................. 5 4 1/4
Fourth Quarter............................ 5 3/8 4 7/8
1995
First Quarter (through March 15).......... $6 $5 1/8
As of March 15, 1995, the Registrant had 1,398 record holders of its
warrants.
ITEM 6. SELECTED FINANCIAL DATA
The financial information for the five years ended December 31, 1994,
appearing on page 1 of UNR Industries, Inc. 1994 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 27
through 28 of UNR Industries, Inc. 1994 Annual Report to Stockholders is
incorporated herein by reference.
5
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. 1994 Annual Report to Stockholders.
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, 1994.
(b) Executive Officers of the Registrant
The description of tenure included below refers to continuous tenure with
the Registrant.
Thomas A. Gildehaus...... 54 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............... 41 Senior Vice President, Chief Financial Officer and
Treasurer (since 1994); Vice President--Finance and
Treasurer (1986 to 1994); 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, 1994.
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, 1994.
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, 1994.
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 schedule for the years 1994, 1993 and 1992 is
submitted herewith:
Schedule VIII--Allowance for Doubtful Accounts
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.
(2) *Plan of Reorganization incorporated herein by reference from Exhibit A of
the 1989 first quarter form 10-Q.
(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 May 5, 1994, filed as an exhibit to the
1993 Form 10-K.
(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. 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 filed as an exhibit to the 1993 10-K.
*Agreement with J.P. Morgan Securities Inc. dated August 3, 1993, filed as
an exhibit to the 1993 10-K.
*1994 Stock Option Plan incorporated by reference from Exhibit A of Proxy
Statement dated October 11, 1994.
*1994 Executive Stock Purchase Plan incorporated by reference from Exhibit B
of Proxy Statement dated October 11, 1994.
*Form of Executive Stock Purchase Agreement with Thomas A. Gildehaus, Henry
Grey and Victor E. Grimm dated September 9, 1994, filed as an exhibit to the
1994 third quarter 10-Q.
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 1994 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
(b) No Form 8-K was filed for the quarter ended December 31, 1994.
(c) Exhibits--See 13, 21 and 23 above.
7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE
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 1994
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated March 2, 1995. Our audit was made for the
purpose of forming an opinion on the basic consolidated financial statements
taken as a whole. The supplemental schedule included in Part IV, Item
14(d)(Allowance for Doubtful Accounts) is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements and, in our opinion,
fairly states 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 LLP
Chicago, Illinois,
March 2, 1995.
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SCHEDULE VIII
ALLOWANCE FOR DOUBTFUL ACCOUNTS (IN THOUSANDS)
Changes in the allowance for doubtful accounts for the three years ended
December 31, are as follows:
1992 1993 1994
--------- --------- ---------
Balance--beginning of year....................................................................... $ 2,673 $ 2,684 $ 2,637
Add (deduct)
- --Provision charged to income.................................................................... 494 471 1,580
- --Bad debts written-off.......................................................................... (483) (518) (258)
--------- --------- ---------
Balance--end of year............................................................................. $ 2,684 $ 2,637 $ 3,959
--------- --------- ---------
--------- --------- ---------
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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 15, 1995
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 15, 1995 /s/ THOMAS A. GILDEHAUS
--------------------------------------------------------
Thomas A. Gildehaus
CHIEF EXECUTIVE OFFICER, PRESIDENT & DIRECTOR
March 15, 1995 /s/ HENRY GREY
--------------------------------------------------------
Henry Grey
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PRINCIPAL FINANCIAL OFFICER
March 15, 1995 /s/ VICTOR E. GRIMM
--------------------------------------------------------
Victor E. Grimm
VICE PRESIDENT, CORPORATE SECRETARY & GENERAL COUNSEL
March 15, 1995 /s/ JOHN A. SALADINO
--------------------------------------------------------
John A. Saladino
CONTROLLER AND ASSISTANT SECRETARY
March 15, 1995 /s/ CHARLES M. BRENNAN III
--------------------------------------------------------
Charles M. Brennan III
DIRECTOR
March 15, 1995 /s/ DARIUS W. GASKINS, JR.
--------------------------------------------------------
Darius W. Gaskins, Jr.
DIRECTOR
March 15, 1995 /s/ GENE LOCKS
--------------------------------------------------------
Gene Locks
DIRECTOR, CHAIRMAN OF THE BOARD
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March 15, 1995 /s/ RUTH R. MCMULLIN
--------------------------------------------------------
Ruth R. McMullin
DIRECTOR
March 15, 1995 /s/ THOMAS F. MEAGHER
--------------------------------------------------------
Thomas F. Meagher
DIRECTOR
March 15, 1995 /s/ ROBERT B. STEINBERG
--------------------------------------------------------
Robert B. Steinberg
DIRECTOR
March 15, 1995 /s/ WILLIAM J. WILLIAMS
--------------------------------------------------------
William J. Williams
DIRECTOR
11