Back to GetFilings.com





- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
------------------ TO
------------------

COMMISSION FILE NO. 1-8009

UNR INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



DELAWARE 36-3060977
- -------------------------------------------- --------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)

332 SOUTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60604-4385
- -------------------------------------------- --------------------
(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
- -------------------------------------------------------------------------------------------- --------------------------

Common Stock $.01 par value................................................................. Chicago Stock Exchange


Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by checkmark 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 checkmark 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. __

As of March 15, 1996, 52,715,824 shares of common stock were outstanding.
The aggregate market value of stock held by nonaffiliates is $166,600,000 based
upon the average bid and asked prices of such stock as of March 15, 1996.

Documents incorporated by reference:

(1) Annual Report to Stockholders of Registrant for the fiscal year ended
December 31, 1995. 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 9,
1996. Certain information therein is incorporated by reference into Part III
hereof.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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.

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 UNR Asbestos-Disease Claims Trust (the "Trust"),
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 wholly owned subsidiaries of
UNR Industries, Inc., except Holco Corporation which remains a wholly owned
subsidiary of Leavitt Structural Tubing Company, a wholly owned subsidiary of
UNR Industries, Inc.

On June 11, 1993, UNR received a letter from the Trust, holder at that time
of 62% of the common stock of the 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 that all efforts to
seek further offers had ceased.

In 1994, the Registrant sold the industrial storage rack business of its
Material Handling Division. In 1993, the Registrant sold its Midwest Steel and
Midwest CATV Divisions. Accordingly, operating results of these divisions were
reclassified to discontinued operations.

On September 7, 1995, the Registrant announced that its Board of Directors
authorized Company management to explore the sale of all or a majority of its
common stock. J.P. Morgan Securities Inc. was retained to assist in this
process.

On January 26, 1996, the Registrant announced that efforts to sell the
entire Company did not result in a satisfactory offer, and that it would begin
discussions with multiple parties regarding the sale of four of its five
operating divisions and focus on the growth and development of its UNR-ROHN
Division ("ROHN"). ROHN manufactures towers, poles, antenna mounts and shelters
for the telecommunications industry and provides turnkey installation services
for these products, custom fabrication and custom hot-dip galvanizing. ROHN also
manufactures livestock equipment for the farm and exposition centers.

The four divisions to be sold, which are treated as discontinued operations
for financial reporting purposes, are as follows:

- UNR Leavitt Division, a manufacturer of structural and mechanical steel
tubing which are used in a broad range of commercial and consumer products.

- Unarco Commercial Products Division, a manufacturer of steel and plastic
shopping carts, supermarket stock handling equipment and luggage carts.

- UNR Home Products Division, a manufacturer of stainless steel and
composite sinks for residential use.

- Real Time Solutions, Inc., a wholly owned subsidiary of the Registrant
that was acquired in 1993, is engaged in providing computerized warehouse
management and control systems.

(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Information required under this section appears as Note 11 to the 1995
Consolidated Financial Statements of the Registrant included as Exhibit 13 to
this Form 10-K and incorporated herein by reference.

1

(c) NARRATIVE DESCRIPTION OF BUSINESS

Registrant manufactures and markets towers, poles, masts and mounts used as
support structures for antennae and concrete and fiberglass shelters and
cabinets to house electronic telecommunications equipment. The
telecommunications markets served by these products include cellular, personal
communications systems, enhanced specialized mobile radio, paging services,
radio and television broadcast, wireless cable, private microwave systems,
military communications systems, direct broadcast satellite and network
switching.

Registrant also manufactures a line of livestock handling products sold to
farmers, ranchers, fairs and exposition and equestrian facilities, privacy
fencing sold to the military and other customers and provides custom fabrication
and hot-dip galvanizing services. These items represent in the aggregate less
than ten percent of Registrant's revenues.

Registrant's telecommunications products are sold directly to customers and
through distributors throughout the United States and to international markets.

All of the raw materials required for the manufacture of Registrant's
products are readily available from a number of different suppliers.

PATENTS

The Registrant has a number of patents and trademarks, none of which are
considered material to the consolidated operations.

EMPLOYEES

As of December 31, 1995, the Registrant employed approximately 700 people.
Collective bargaining agreements cover approximately 300 employees at its
facilities in Peoria, Illinois, and Frankfort, Indiana. The unions are the
United Automobile, Aerospace and Agricultural Implement Workers of America (UAW)
in Peoria and the Retail, Wholesale and Department Store Union (RWDSU) in
Frankfort. The Registrant considers its relations with its employees to be good.

COMPETITION

The Registrant competes with a number of manufacturers in each of its
products. Although the available information does not permit the Registrant to
provide accurate data as to its precise competitive position, the Registrant
believes it has a significant share in the product classes in which it
participates. The principal methods of competition are price, quality and
product service.

BACKLOG AND FOREIGN SALES

The Registrant's backlog of firm orders was approximately $26.9 million at
December 31, 1995, and $25.8 million at December 31, 1994. It is anticipated
that all of the backlog orders will be filled during the current year. The
stated backlog is not necessarily indicative of company sales or profits for any
future period.

Foreign sales of the Registrant in 1995, 1994 and 1993 were approximately
$8.5 million, $7.4 million and $5.1 million, respectively.

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
investigation and remediation of ground and water contamination, and expects to
make such expenditures in the future to comply with existing and probable
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 remedy 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.

2

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 (for continuing operations only). The Registrant believes its plants
are suitable for their purposes, are well maintained and are adequately insured.
Not included in the table are leased warehouses, aggregating 25,800 square feet
and the Registrant's sales offices, all of which are leased.



LOCATION USE SQUARE FOOTAGE LEASED OR OWNED
- -------------- -------------------------------- ---------------- ------------------------------

Peoria, IL Tower & Poles 400,000 Owned
Frankfort, IN Towers & Livestock Equipment 50,000 Owned
Frankfort, IN Towers & Livestock Equipment 87,500 Leased (Expiration 12/31/96)
Bessemer, AL Equipment Shelters 250,000 Leased (Expiration 9/15/11)


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.

ITEM 3. LEGAL PROCEEDINGS.

The Registrant is involved in various pending legal proceedings and claims
arising in the normal course of business. Although the outcome of such
proceedings and claims cannot be determined with certainty, the Registrant,
after consultation with legal counsel, considers that such matters, individually
or in the aggregate, will not have a materially adverse effect on the
Registrant's operations or its financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no matters submitted to a vote of security holders during
the fourth quarter of 1995.

EXECUTIVE OFFICERS OF THE REGISTRANT

The Executive Officers of the Registrant are as follows:



NAME AGE EXPERIENCE/TENURE
- ------------------------- ---- ---------------------------------------------------------

Thomas A. Gildehaus...... 55 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............... 42 Senior Vice President, Chief Financial Officer and
Treasurer (since 1994); Vice President --Finance and
Treasurer (1986-1994); Senior Manager, Arthur Andersen
& Co., (1974-1986).
Victor E. Grimm.......... 59 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.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Registrant's Common Stock is publicly traded in the over-the-counter
market on the NASDAQ National Market System and is listed on the Chicago Stock
Exchange. The Registrant's Common Stock bears the symbol UNRI.

The high and low bids are as reported in the Wall Street Journal Quotations
from the NASDAQ National Market System.



DIVIDENDS
PER
COMMON STOCK HIGH LOW SHARE
- --------------------------------------------------------------------------- ------- ------- -------

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............................................................ $ 7 1/8 $ 5 1/4 $ 1.55
Second Quarter........................................................... 7 7/8 5 3/8 --
Third Quarter............................................................ 9 3/4 7 1/4 --
Fourth Quarter........................................................... 9 3/8 7 7/16 1.00
1996
First Quarter (through March 15)......................................... $ 9 $ 7 5/8 $--


As of March 15, 1996 the Registrant had 3,099 record holders of its Common
Stock.

3

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 April 17, 1995, the Registrant paid a $.25 regular cash dividend and a
$1.30 extraordinary cash dividend to Stockholders of record on April 3, 1995.

On December 28, 1995, the Registrant paid a $1.00 extraordinary cash
dividend to Stockholders of record on December 18, 1995.

ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA).



- -----------------------------------------------------------------------------------------------------------------

Five Year Summary of Operations 1995 1994 1993 1992 1991
- -----------------------------------------------------------------------------------------------------------------

Net Sales $ 142,216 $ 107,026 $ 73,811 $ 67,262 $ 69,803
Cost of products sold 98,996 73,060 51,846 46,250 45,687
- -----------------------------------------------------------------------------------------------------------------
Gross Profit 43,220 33,966 21,965 21,012 24,116
- -----------------------------------------------------------------------------------------------------------------
Operating Income 29,862 18,580 9,710 9,579 13,795
- -----------------------------------------------------------------------------------------------------------------
Interest income, net 1,839 1,174 551 3,586 7,214
- -----------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes 31,701 19,754 10,261 13,165 21,009
Income tax provision 12,700 7,900 4,100 5,000 7,800
- -----------------------------------------------------------------------------------------------------------------
Income from Continuing Operations 19,001 11,854 6,161 8,165 13,209
Discontinued operations--
Income from operations, net of tax 10,275 21,971 12,623 121,718 3,359
Loss on dispositions, net of tax -- (2,500) -- (6,200) --
- -----------------------------------------------------------------------------------------------------------------
Net Income $ 29,276 $ 31,325 $ 18,784 $ 123,683 $ 16,568
- -----------------------------------------------------------------------------------------------------------------
Net Income (Loss) Per Share:
Continuing operations $ .37 $ .24 $ .13 $ .18 $ .30
Discontinued operations--
Income from operations, net of tax .20 .45 .27 2.70 .07
Loss on dispositions, net of tax -- (.05) -- (.14) --
- -----------------------------------------------------------------------------------------------------------------
Net Income Per Share $ .57 $ .64 $ .40 $ 2.74 $ .37
- -----------------------------------------------------------------------------------------------------------------
Dividends Declared Per Common Share $ 2.55 $ .20 $ 1.20 $ 2.20 $ 1.20
- -----------------------------------------------------------------------------------------------------------------
Weighted Average Common Shares Outstanding 51,813 49,318 47,369 45,040 44,894
- -----------------------------------------------------------------------------------------------------------------
Five-Year Summary of Financial Data
- -----------------------------------------------------------------------------------------------------------------
Total Assets $ 161,226 $ 258,106 $ 229,505 $ 353,624 $ 294,842
Stockholders' Equity 127,764 220,596 193,384 232,981 206,272
Dividends Declared 132,274 9,738 57,691 102,517 53,745
Return on Assets 18.2% 12.1% 8.2% 35.0% 5.6%
Return on Stockholders' Equity 22.9% 14.2% 9.7% 53.1% 8.0%
Capital Expenditures 2,303 3,335 781 683 4,468
Depreciation and Amortization 1,433 1,358 1,353 1,341 1,189
Long-Term Liabilities 4,671 4,867 2,949 3,136 3,334
- -----------------------------------------------------------------------------------------------------------------


Prior year results have been restated to reflect the 1992 discontinuance of
Midwest CATV and Midwest Steel, the 1994 discontinuance of Unarco Material
Handling and the 1995 discontinuance of UNR Leavitt, Unarco Commercial Products,
UNR Home Products and Real Time Solutions, Inc.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Management's Discussion and Analysis appearing on pages 26 through 27 of UNR
Industries, Inc. 1995 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. 1995 Annual Report to Stockholders.

4

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.

Information required by this item with respect to the directors and the
Executive Officers of the 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, 1995.

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, 1995.

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, 1995.

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, 1995.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE 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 1995, 1994 and 1993 is
submitted herewith:

Schedule II--Allowance for Doubtful Accounts.

All other schedules have been omitted because they are not applicable or not
required.

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.

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, Senior 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.

5

*UNR Industries, Inc. Supplemental Executive Retirement Plan effective as of
January 1, 1993, filed as an exhibit to the 1993 Form 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.

Agreements with J.P. Morgan Securities Inc. dated June 22, 1995, and
February 9, 1996.

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 1995 Annual Report to Shareholders.

(16) Not applicable.

(18) None.

(21) List of Subsidiaries of Registrant.

(22) Not applicable.

(23) Consent of Independent Public Accountants.

(24) None.

(27) Financial data schedule.

(28) None.

(b) No Form 8-K was filed for the quarter ended December 31, 1995.

(c) Exhibits--See 10, 13, 21, 23 and 27 above.

(d) None.

6

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 1995
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated March 7, 1996. 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(a)
(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 7, 1996

7

SCHEDULE II

ALLOWANCE FOR DOUBTFUL ACCOUNTS (IN THOUSANDS)

Changes in the allowance for doubtful accounts for the three years ended
December 31 are as follows:



1993 1994 1995
--------- --------- ---------

Balance--beginning of year....................................................................... $ 1,010 $ 1,256 $ 2,300
Add (deduct)
- --Provision charged to income.................................................................... 507 1,340 4
- --Bad debts written-off.......................................................................... (261) (296) (119)
--------- --------- ---------
Balance--end of year............................................................................. $ 1,256 $ 2,300 $ 2,185
--------- --------- ---------
--------- --------- ---------


8

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, 1996

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, 1996 /s/ THOMAS A. GILDEHAUS
--------------------------------------------------------
Thomas A. Gildehaus
CHIEF EXECUTIVE OFFICER, PRESIDENT & DIRECTOR

March 15, 1996 /s/ HENRY GREY
--------------------------------------------------------
Henry Grey
SENIOR VICE PRESIDENT & CHIEF FINANCIAL
OFFICER PRINCIPAL FINANCIAL OFFICER

March 15, 1996 /s/ VICTOR E. GRIMM
--------------------------------------------------------
Victor E. Grimm
VICE PRESIDENT, CORPORATE SECRETARY & GENERAL COUNSEL

March 15, 1996 /s/ JOHN A. SALADINO
--------------------------------------------------------
John A. Saladino
CONTROLLER & ASSISTANT SECRETARY

March 15, 1996 /s/ CHARLES M. BRENNAN III
--------------------------------------------------------
Charles M. Brennan III
DIRECTOR

March 15, 1996 /s/ DARIUS W. GASKINS, JR.
--------------------------------------------------------
Darius W. Gaskins, Jr.
DIRECTOR

March 15, 1996 /s/ GENE LOCKS
--------------------------------------------------------
Gene Locks
DIRECTOR, CHAIRMAN OF THE BOARD


9



March 15, 1996 /s/ RUTH R. MCMULLIN
--------------------------------------------------------
Ruth R. McMullin
DIRECTOR

March 15, 1996 /s/ THOMAS F. MEAGHER
--------------------------------------------------------
Thomas F. Meagher
DIRECTOR

March 15, 1996 /s/ ROBERT B. STEINBERG
--------------------------------------------------------
Robert B. Steinberg
DIRECTOR

March 15, 1996 /s/ WILLIAM J. WILLIAMS
--------------------------------------------------------
William J. Williams
DIRECTOR


10