REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNR INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3060977
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
332 SOUTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60604-4385
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
UNR INDUSTRIES, INC. 1994 STOCK OPTION PLAN
UNR INDUSTRIES, INC. 1994 EXECUTIVE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
VICTOR E. GRIMM BELL, BOYD & LLOYD
UNR INDUSTRIES, INC. THREE FIRST NATIONAL PLAZA
332 SOUTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60602-4207
CHICAGO, ILLINOIS 60604-4385 ATTENTION: JOHN H. BITNER
(312) 341-1258 (312) 807-4306
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF AGENTS FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE FEE
Common Stock, 2,500,000 shares $5.50 $13,750,000 $4,742
$.01 par value
(1) In accordance with Rule 457, calculated on the basis of the average of the
reported high and low prices for the Common Stock on the National
Association of Securities Dealers Automated Quotations/National Market
System on August 31, 1994.
Page 1 of 12 sequential pages
The Exhibit Index appears on page 6.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's annual report on Form 10-K for the year
ended December 31, 1993.
(b) The registrant's quarterly reports on Form 10-Q for the
three months ended March 31, 1994 and June 30, 1994.
(c) The description of the registrant's Common Stock which is
contained in the registrant's registration statement on Form
8-B, dated August 15, 1980, as amended by amendment no. 1
thereto, on Form 8, dated February 8, 1991.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to the specified circumstances, if they undertake in writing
to repay such expenses if it shall ultimately be determined that they are not
entitled to be indemnified. In addition, the registrant has entered into
agreements with the Indemnitees whereby they are entitled to indemnification if
by reason of their corporate status they are made a party or threatened to be
made a party to any action, suit or similar proceedings. The Indemnitees shall
be indemnified against expenses, judgments, fines, and settlement amounts
incurred by them if reasonably believed to be in or not opposed to the best
interests of the registrant, and with respect to criminal proceedings, had no
reason to believe their conduct was unlawful. The registrant currently
maintains policies of insurance under which the Indemnitees are insured, within
the limits and subject to the limitations of the policies, against certain
expenses in connection with the defense of actions, suits or proceedings, and
certain liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c)-(g) Not applicable.
* * * * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 (other
than policies of insurance), or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chicago, State of Illinois on September 8, 1994.
UNR INDUSTRIES, INC.
By --------------------------------------
Thomas A. Gildehaus,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Thomas A.
Gildehaus and Henry Grey, and each of them, as his true and lawful attorney-in-
fact with authority to execute in the name of each such person, and to file with
the Securities and Exchange Commission, together with any exhibits thereto and
other documents therewith, any and all amendments (including post-effective
amendments) to this registration statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
which amendments may make such other changes in the registration statement as
the aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------ President and Chief September 8, 1994
Thomas A. Gildehaus Executive Officer and Director
- ------------------------ Senior Vice President, Chief September 8, 1994
Henry Grey Financial Officer and Treasurer
(Principal Financial Officer)
- ------------------------ Controller September 8, 1994
John A. Saladino (Principal Accounting Officer)
- ------------------------ Director September 8, 1994
Charles M. Brennan, III
- ------------------------ Director September 8, 1994
Darius W. Gaskins, Jr.
- ------------------------ Chairman of the Board of September 8, 1994
Gene Locks Directors and Director
- ------------------------ Director September 8, 1994
Ruth R. McMullin
- ------------------------ Director September 8, 1994
Thomas F. Meagher
- ------------------------ Director September 8, 1994
Robert B. Steinberg
- ------------------------ Director September 8, 1994
William J. Williams
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Sequentially
in Registration S-K Numbered
ITEM 601 DESCRIPTION OF EXHIBITS PAGE
<S> <C> <C>
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES:
(a) Certificate of Amendment, to Certificate of
Incorporation dated July 12, 1990 *
(b) Portion of Article V of Certificate of Amendment to
the Certificate of Incorporation dated June 2, 1989 *
(c) Certificate of Amendment, to Certificate of
Incorporation dated May 5, 1993 7
(d) Article II of Tenth Amended and Restated By-Laws 8
5 OPINION RE LEGALITY:
(a) Opinion of Victor E. Grimm, Esq., as to the
validity of the securities being registered hereunder 11
23 CONSENTS OF EXPERTS AND COUNSEL:
(a) Consent of Victor E. Grimm, Esq. (included in his
opinion set forth in Exhibit 5) 11
(b) Consent of Arthur Andersen & Co. LLP 12
24 POWER OF ATTORNEY 5
</TABLE>
- ------------------------
* Incorporated by reference to Exhibit of same number filed as a part of
registration statement no. 33-51732.
<PAGE>
Exhibit 4(c)
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
UNR INDUSTRIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"corporation") is UNR Industries, Inc.
2. The certificate of incorporation of the corporation is
hereby amended by striking out Article IV thereof and by substituting
in lieu of said Article the following new Article
IV:
ARTICLE IV
NUMBER OF SHARES OF CAPITAL STOCK AND WARRANTS
Subject to adjustment as provided in Article V, Division B,
Section 9 of this Certificate, the total number of shares of capital
stock which the corporation shall have authority to issue is
60,000,000 shares of which shall consist of:
60,000,000 shares of common stock with the
par value of $.01 per share (hereinafter called
"Common Stock"), PROVIDED, that at all times
while the Warrants (as hereinafter defined) are
outstanding, the corporation shall reserve and keep
available, free from preemptive rights, out of the
aggregate of authorized but unissued Common Stock or
its authorized and issued Common Stock held in its
treasury, the maximum number of shares of Common
Stock which are required to be delivered under the
Warrant Agreement (as hereinafter defined) upon
exercise of all outstanding Warrants.
Subject to adjustment as provided in Article V, Division B,
Section 9 and the other provisions of this Certificate, the
corporation shall also have authority to issue 3,687,378 shareholder
warrants (hereinafter called "Warrants") pursuant to a warrant
agreement (as amended from time to time, the "Warrant Agreement"),
between the corporation and a warrant agent (the "Warrant Agent"),
dated as of the Effective Date (as defined in the Consolidation Plan
of Reorganization, dated March 14, 1989, of the corporation
confirmed by final order of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern District (the "Plan of
Reorganization")).
Notwithstanding the foregoing authorization to issue Common
Stock and Warrants, no nonvoting equity securities of the corporation
shall be issued; this provision is included in compliance with Section
1123 of the United States Bankruptcy Code, 11 U.S.C. Section 1123, and
shall
have no further force effect beyond that required by such Section and
for so long as such Section is in effect and applicable to the
corporation.
The amendments of the certificate of incorporation herein
certified have been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
Signed and attested to on May 5, 1993.
/s/ Victor E. Grimm
-----------------------------------
Victor E. Grimm
Vice President
Attest:
/s/ John M. Wursta
- ---------------------------------------
John M. Wursta
Assistant Secretary
<PAGE>
Exhibit 4(d)
UNR INDUSTRIES, INC.
TENTH AMENDED AND RESTATED BY-LAWS
ARTICLE II
MEETINGS OF HOLDERS OF THE CAPITAL STOCK AND WARRANT HOLDERS
SECTION 1. Except as expressly provided in these By-Laws,
the terms "Stockholder" or "Stockholders" shall collectively refer
to the holder or holders of (i) the corporation's capital stock (the
"Holders of the Capital Stock" or, when referring to the capital
stock itself, the "Capital Stock"), and (ii) the corporation's
warrants (the "WARRANT HOLDERS" or when referring to the warrants
themselves, the "Warrants") issued pursuant to the Plan of
Reorganization dated March 14, 1989 (the "Plan") as confirmed by
order of the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division. All meetings of the
Stockholders for the election of directors shall be held in Chicago,
Illinois, at such place as may be fixed from time to tame by the
board of directors, or at such place either within or without the
State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting. Meetings
of Stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2. Annual meetings of Stockholders, commencing with
the year 1991, shall be held on the first Thursday after the
third day in the month of May if not a legal holiday, and if a legal
holiday, then on the next business day following, at 11:00 a.m., or
at such other date and time as shall be designated from time to time
by the board of directors and stated in the notice of the meeting,
at which meeting the stockholders shall elect by plurality vote a
board of directors, and transact such other business as may properly
be brought before the meeting.
SECTION 3. For business properly to be brought before any
meeting of Stockholders by a Stockholder, the Stockholder must have
given timely notice thereof in proper written form to the secretary
of the corporation. To be timely, a Stockholder's notice must be
delivered to or mailed and received at the principal executive
offices of the corporation not less than 30 days nor more than 60
days prior to the date of the meeting; provided, however, that in
the event that less than 40 days notice or prior public disclosure
of the date of the meeting is given or made to Stockholders, for
such notice by the Stockholder to be timely, it must be so received
prior to the date of the meeting and not later than the close of
business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was
made. To be in proper written form, a Stockholder's notice to the
secretary shall set forth in writing as to each matter the
Stockholder proposes to bring before the meeting: (i) a brief
description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting; (ii)
the name and address, as they appear on the corporation's books,
of the Stockholder proposing such business; (iii) the class and
number of shares of capital stock of the corporation which are
owned by the Stockholder as of the record date for the meeting; and
(iv) any material interest of the Stockholder in such business.
The chairman of the meeting shall have the sole authority to
determine whether business was properly brought before the meeting
in accordance with the provisions of this Section 3 and, if the
chairman of the meeting should determine that any such business was
not so properly brought, he or she shall so declare to the meeting,
and any such business not properly brought before the meeting shall
not be transacted.
SECTION 4. Written notice of the annual or any special
meeting of Stockholders stating the place, date and hour of the
meeting shall be given to each Stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before
the date of the meeting.
<PAGE>
SECTION 5. The officers or agents who have charge of the
stock ledger, register for the Warrants or transfer book of the
corporation shall prepare and make, at least ten days before every
meeting of Stockholders, a complete list of he Stockholders
entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each Stockholder and the number of shares of
Capital Stock and the number of shares purchasable upon the exercise
of the Warrants (collectively, the "Shares") registered in the name
of each Stockholder. Such list shall be open to the examination of
any Stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be
inspected by any Stockholder who is present.
SECTION 6. Special meetings of the Stockholders for any
purpose or purposes, unless otherwise prescribed by statute, by
these By-Laws or by the certificate of incorporation, may be called
by the chairman of the board or by the president and shall be called
by the chairman of the board, president or secretary at the request
in writing of a majority of the board of directors, or at the
request in writing of Stockholders owning a majority of the Shares
of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of Stockholders
shall be limited to the purposes stated in the notice.
SECTION 7. Written notice of a special meeting stating the
place, date and hour of the meeting, and the purpose or purposes
for which the meeting is called, shall be given not less than ten
nor more than forty days before the date of the meeting to each
Stockholder entitled to vote at such meeting.
SECTION 8. The holders of a majority of the Shares issued
and outstanding and entitled to vote thereat, present in person, or
represented by proxy, shall constitute a quorum at all meetings of
the Stockholders for the transaction of business except as otherwise
provided by statute, by these By-Laws or by the certificate of
incorporation. Abstentions shall be counted as present in person
or represented by proxy for purposes of determining the existence of
a quorum for purposes of this Section 8. If, however, such quorum
shall not be present or represented at any meeting of the
Stockholders, the Stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Stockholder
of record entitled to vote at the meeting.
SECTION 9. When a quorum is present at any meeting, a
majority of the votes cast shall decide any question (other than
the election of directors, which shall be determined by a plurality
vote) brought before such meeting, unless the question is one upon
which by express provision of the statutes, these By-Laws or of the
certificate of incorporation, a different vote is required in which
case such express provision shall govern and control the decision of
such question. Abstentions shall not be included in calculating the
number of votes cast on, in favor of, or in opposition to any
question.
SECTION 10. Unless otherwise specifically provided by
statute, these By-Laws or the certificate of incorporation, each
Stockholder shall at every meeting of the Stockholders be entitled
to one vote for each Share held by such Stockholder.
SECTION 11. Each Stockholder is entitled to vote at a
meeting of Stockholders or to express consent or dissent to
corporate action in writing without a meeting and may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
<PAGE>
SECTION 12. Unless otherwise provided in the certificate
of incorporation, any action required to be taken at any annual or
special meeting of Stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
Stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding Shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the corporation by delivery to
its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of Stockholders
are recorded. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be
given to those Stockholders who have not consented in writing.
SECTION 13. The board of directors, in advance of any
Stockholders' meeting, shall appoint one or more inspectors to
act at the meeting or any adjournment thereof and to make a written
report thereof. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment made by the board of
directors in advance of the meeting or at the meeting by the persons
presiding thereat. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
The inspectors shall ascertain the number of Shares
outstanding and the voting power of each, determine the Shares
represented at the meeting and the validity of proxies and ballots,
count all votes and ballots, determine and retain for a reasonable
period of record of the disposition of any challenges made to any
determination by the inspectors, and certify their determination of
the number of Shares represented at the meeting and their count of
all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of
the duties of the inspectors.
In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any information
provided in accordance with Section 212(c)(2) of the Delaware
General
Corporation Law (the "DGCL"), ballots and the regular books and
records of the corporation, except that the inspectors may consider
other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than
the holder of a proxy is authorized by the record owner to cast or
more votes than the stockholder holds of record. If the inspectors
consider other reliable information for the limited purpose
permitted herein, the inspectors at the time they make their
certification pursuant to the paragraph above shall specify the
precise information considered by them, including the person or
persons from whom they obtained the information, when the
information was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that such
information is accurate and reliable.
The date and time of the opening and the closing of the
polls for each matter upon which the Stockholders will vote at a
meeting shall be announced at the meeting. No ballot, proxies or
votes, nor any revocations thereof or changes thereto, shall be
accepted by the inspectors after the closing of the polls unless
the Court of Chancery of the State of Delaware, upon application
by a Stockholder, shall determine otherwise.
<PAGE>
Exhibit 5(a)
September 8, 1994
UNR Industries, Inc.
332 South Michigan Avenue
Chicago, Illinois 60604-4385
Ladies and Gentlemen:
The undersigned is Vice President, Secretary and General
Counsel of UNR Industries, Inc. (the "Company").
On or about the date of this letter, a registration statement
on Form S-8 (the "Registration Statement") is being filed by the
Company with the Securities and Exchange Commission covering the
registration under the Securities Act of 1933 (the "Act") of 2,500,000
shares of common stock, par value $.01 per share (the "Shares"), of
the Company which may be offered and issued in connection with the UNR
Industries, Inc. 1994 Stock Option Plan and the UNR Industries, Inc.
1994 Executive Stock Purchase Plan (the "Plans").
In rendering this opinion, I have examined and am familiar with
originals or copies of the corporate records of the Company, including
its Certificate of Incorporation and its By-laws (both as amended),
and minutes of directors' and stockholders' meetings, and other
documents (including the Plans) which I have deemed relevant or
necessary as the basis for this opinion.
Based on the foregoing, it is my opinion that the Shares, when
issued and sold pursuant to the Plans, will be legally issued,
fully paid and non-assessable.
Without conceding that my consent as required by Section 7 of
the Act, I consent to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Victor E. Grimm
Victor E. Grimm
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated March 3, 1994 included or incorporated
by reference in UNR Industries, Inc.'s Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Chicago, Illinois,
September 8, 1994
