<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
UNR INDUSTRIES, INC.
- - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
UNR INDUSTRIES, INC.
- - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/X/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$125.00
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
Schedule 14A
------------------------------------------------------------------------
3) Filing Party:
UNR Industries, Inc.
------------------------------------------------------------------------
4) Date Filed:
September 27, 1994
------------------------------------------------------------------------
<PAGE>
[LOGO]
UNR INDUSTRIES, INC.
332 South Michigan Avenue
Chicago, Illinois 60604
- - - - ------------------------------------------
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS OF
UNR INDUSTRIES, INC.
- - - - ---------------------------------
To the Stockholders and Warrantholders of UNR Industries, Inc.:
Notice is hereby given that a Special Meeting of Stockholders ("Special
Meeting") of UNR Industries, Inc., a Delaware corporation ("UNR" or "Company"),
will be held at the offices of the Company at 332 South Michigan Avenue, 19th
Floor, Chicago, Illinois 60604, on November 1, 1994, at 10:00 a.m., local time,
for the purpose of considering and voting upon:
(1) Approval of the 1994 Stock Option Plan;
(2) Approval of the 1994 Executive Stock Purchase Plan; and
(3) Such other business as may properly come before the Special Meeting.
The Board of Directors has determined that only UNR Stockholders and
Warrantholders of record at the close of business on October 7, 1994 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment or
postponement thereof. ALL STOCKHOLDERS AND WARRANTHOLDERS, WHETHER OR NOT THEY
NOW EXPECT TO BE PRESENT AT THE SPECIAL MEETING, ARE REQUESTED TO DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES USING THE ENVELOPE PROVIDED. Any Stockholder or Warrantholder present at
the meeting may vote personally on all matters before the meeting, and in that
event his or her proxy will become void.
Your attention is directed to the following pages for further information
relating to the Special Meeting.
By Order of the Board of Directors
<TABLE>
<S> <C>
Chicago, Illinois Victor E. Grimm
October 11, 1994 SECRETARY
</TABLE>
<PAGE>
UNR INDUSTRIES, INC.
332 South Michigan Avenue
Chicago, Illinois 60604
October 11, 1994
- - - - ---------------------------------
PROXY STATEMENT
- - - - ---------------------------------
GENERAL
The enclosed proxy is being solicited on behalf of the Board of Directors
(sometimes referred to as the "Board") of UNR Industries, Inc. ("UNR" or
"Company") for use at UNR's Special Meeting of Stockholders ("Special Meeting"),
notice of which accompanies this Proxy Statement, and at all adjournments and
postponements thereof. The Special Meeting will be held at the offices of the
Company, 332 South Michigan Avenue, 19th Floor, Chicago, Illinois, on November
1, 1994 at 10:00 a.m., local time.
Any holder of Common Stock ("Stockholder") or any holder of a warrant
("Warrant") to purchase Common Stock ("Warrantholder") (Stockholders and
Warrantholders are referred to herein collectively as "Securityholders") giving
a proxy has the power to revoke it at any time prior to exercise thereof by
executing a subsequent proxy, by notifying UNR's Secretary of such revocation in
a written notice received by him at the above address prior to the Special
Meeting, or by attending the Special Meeting and voting in person.
Only Securityholders of record at the close of business on October 7, 1994 (the
"Record Date"), are entitled to notice of, and to vote at, the Special Meeting
or any adjournment or postponement thereof. At the close of business on the
Record Date, 50,687,337 shares of Common Stock and 1,583,605 Warrants were
outstanding, constituting the only outstanding voting securities. At the Special
Meeting, Securityholders will be entitled to one vote for each share of Common
Stock and one vote for each Warrant held (shares of Common Stock and Warrants
are collectively referred to herein as "Securities").
A Securityholder may, with respect to each matter specified in the notice of the
meeting (i) vote "FOR" the matter, (ii) vote "AGAINST" the matter or (iii)
"ABSTAIN" from voting on the matter. Securities will be voted as instructed in
the accompanying proxy on each matter submitted to Securityholders.
If no contrary instructions are indicated in the proxy, each proxy will be voted
FOR approval of the 1994 Stock Option Plan and FOR approval of the 1994
Executive Stock Purchase Plan.
A proxy submitted by a Securityholder may indicate that all or a portion of the
Securities represented by such proxy are not being voted by such Securityholder
with respect to a particular matter. This could occur, for example, when a
broker is not permitted to vote Securities held in street name on certain
matters in the absence of instructions from the beneficial owner of the
Securities. The Securities subject to any such proxy which are not being voted
with respect to a particular matter (the "non-voted Securities") will be
considered Securities not present and not entitled to vote on such matter,
although such Securities may be considered present and entitled to vote for
other purposes and will count for purposes of determining the presence of a
quorum. Approval of both matters specified in the notice of the meeting requires
the affirmative vote of a majority of the Securities present in person or by
proxy at
1
<PAGE>
the meeting and entitled to vote on such matter. Accordingly, non-voted
Securities with respect to such matters will not affect the determination of
whether such matters are approved. The Company's By-Laws provide that Securities
voted to abstain will be counted as present for purposes of determining a quorum
but will not be included in calculating the vote on any matter.
THE UNR ASBESTOS-DISEASE CLAIMS TRUST (THE "TRUST") BENEFICIALLY OWNED
SECURITIES REPRESENTING APPROXIMATELY 56.3% OF THE VOTING POWER OF ALL
OUTSTANDING SECURITIES AS OF THE RECORD DATE. THE TRUST HAS INDICATED IT WILL
VOTE ITS SECURITIES IN FAVOR OF APPROVING THE 1994 STOCK OPTION PLAN AND THE
1994 EXECUTIVE STOCK PURCHASE PLAN. IF THE TRUST DOES SO VOTE, THE PLANS WILL BE
APPROVED.
The cost of the solicitation of proxies will be borne by UNR. UNR does not
expect to pay any compensation for the solicitation of proxies but will
reimburse brokers and other persons holding Securities in their names, or in the
names of nominees, for their reasonable out-of-pocket expenses incurred in
forwarding proxy materials to principals and obtaining their proxies.
SECURITIES OWNERSHIP
The following table sets forth information as of September 15, 1994 regarding
beneficial ownership of Securities by: (i) each person or group that has
reported beneficial ownership of more than five percent of the Common Stock
outstanding, (ii) each person or group that has reported beneficial ownership of
more than five percent of the Warrants outstanding, (iii) each UNR executive
officer and director and (iv) all UNR executive officers and directors as a
group:
<TABLE>
<CAPTION>
COMMON STOCK (1) WARRANTS (1)
------------------------- -------------------------
Number of Number of
Shares Warrants
Beneficially Percent Beneficially Percent
Owned (2) of Class Owned of Class
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Principal
Securityholders
UNR Asbestos-Disease Claims Trust (3) .............................. 29,437,004 56.3% -- --
100 North Lincolnway
North Aurora, IL 60542
Myro R. Leavitt .................................................... -- -- 254,000 15.8 %
3730 N. Lake Shore Drive
Chicago, IL 60613
Metro Corp. ........................................................ -- -- 240,000 15.0 %
312 Union Building
Charleston, WV 25301
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK (1) WARRANTS (1)
------------------------- -------------------------
Number of Number of
Shares Warrants
Beneficially Percent Beneficially Percent
Owned (2) of Class Owned (2) of Class
----------- ------------ ----------- ------------
Directors and Executive Officers
<S> <C> <C> <C> <C>
Charles M. Brennan, III............................................. 4,000 -- -- --
Darius W. Gaskins, Jr............................................... 41,000 -- -- --
Thomas A. Gildehaus................................................. 1,030,000(4) 2.0 % -- --
Henry Grey.......................................................... 555,824(4) 1.1 % -- --
Victor E. Grimm..................................................... 273,728(4) -- -- --
Gene Locks.......................................................... 5,000 -- -- --
Ruth R. McMullin.................................................... 16,700 -- 3,375 --
Thomas F. Meagher................................................... 3,000 -- -- --
Robert B. Steinberg................................................. 5,000 -- -- --
William J. Williams................................................. 2,000 -- -- --
All directors and executive officers
as a group........................................................ 1,436,252(4) 2.7 % 3,375 --
<FN>
- - - - ---------
(1) Beneficial ownership is as defined in rules of the Securities and Exchange
Commission and thus treats Common Stock issuable upon exercise of Warrants
as outstanding. Percentage ownership is not shown for directors or officers
owning less than one percent of the outstanding Securities.
(2) Unless otherwise noted, the persons listed beneficially own all Securities
set forth opposite their respective names with sole power to vote and
dispose of such Securities, except Mr. Grey (33,333 shares), Mrs. McMullin
(1,000 shares) and Mr. Meagher (3,000 shares) wherein voting or investment
power is shared with others. Mrs. McMullin's total also includes 8,700
shares held by her spouse.
(3) The Trustees of the Trust are deemed to share beneficial ownership of the
29,437,004 Trust shares, because they collectively possess the sole power
to vote and dispose of the Trust shares on behalf of the Trust, except that
the United States Bankruptcy Court for the Northern Division of Illinois
must approve sales of Trust shares and that a number of the Trust shares
must be reserved for purposes of reallocation pursuant to UNR's Confirmed
Plan of Reorganization dated March 14, 1989.
(4) Includes 900,000, 500,000 and 250,000 shares held by Messrs. Gildehaus,
Grey and Grimm, respectively, which were purchased pursuant to the 1994
Executive Stock Purchase Plan, subject to Securityholder approval at the
Special Meeting.
</TABLE>
3
<PAGE>
MATTERS TO BE ACTED UPON AT THE SPECIAL MEETING
PROPOSAL 1: TO APPROVE ADOPTION OF THE
UNR INDUSTRIES, INC. 1994 STOCK OPTION PLAN
Following is a summary of the Stock Option Plan which has been adopted subject
to Securityholder approval. This summary is subject to the specific provisions
of the Stock Option Plan, a copy of which is attached to this Proxy Statement as
Exhibit A.
PURPOSE
The Stock Option Plan is designed to provide Company executives and key
employees an opportunity to become holders of Common Stock of the Company over a
period of years, thereby giving them a stake in the growth and prosperity of the
Company and encouraging their continued service with the Company. The 1994 Stock
Option Plan provides flexibility in the grant of options that was not available
under the UNR Industries, Inc. Key Executive Stock Option Plan adopted in 1990.
Although the Stock Option Plan initially adopted in 1990 will remain in effect,
and will be available for grants where appropriate, it is contemplated that any
future grants of options will be made primarily under the 1994 Stock Option
Plan.
ADMINISTRATION
The Stock Option Plan is to be administered by the Compensation Committee of the
Board of Directors (the "Committee"). The Committee is to be composed of not
less than two Directors of the Company, each of whom shall be a "Disinterested
Person" as defined in SEC Rule 16b-3 and each of whom shall also qualify as an
"Outside Director" under Section 162(m) of the Internal Revenue Code of 1986
(the "Code").
ELIGIBILITY
Options are to be granted only to key employees (the "Optionees") of the Company
or its subsidiaries selected initially and from time to time thereafter by the
Committee on the basis of the special importance of their services in the
management, development and operations of the Company.
GRANTING AND EXERCISE OF OPTIONS
The Committee may grant options for not to exceed 500,000 shares of Common Stock
of the Company, representing approximately 1% of the outstanding shares of the
Common Stock of the Company. In no event shall an employee be granted options
for more than 100,000 shares during any 12-month period.
In the event that shares of Common Stock of the Company are changed by a stock
dividend, split or combination of shares, or a merger or consolidation or
reorganization with another company in which the holders of the Company's Common
Stock receive other securities, or any other relevant change in the
capitalization of the Company, a proportionate or equitable adjustment will be
made in the number or kind of shares subject to unexpired options or available
for options and in the purchase price for shares.
Subject to Securityholder approval, the Stock Option Plan is effective September
8, 1994. No option may be granted subsequent to December 31, 1999. In the event
an option expires or is terminated or canceled unexercised as to any shares,
such released shares may again be optioned (including a grant in substitution
for a canceled option). Shares subject to options may be made available from
unissued or reacquired shares of Common Stock.
OPTION PRICE
The price at which shares may be purchased pursuant to options shall be
determined by the Committee but may not be less than the fair market value of
the stock on the date as of which the option is granted.
4
<PAGE>
Unless the Committee otherwise determines, "fair market value" shall be the
average of the average of the high and low sales price of the Company's Common
Stock on the National Association of Securities Dealers, Inc.'s NASDAQ National
Market System ("NASDAQ/NMS") (as reported in THE WALL STREET JOURNAL, Midwest
Edition) on each of the five trading days immediately preceding the date as of
which the option is granted. The option price shall be reduced (but not below
the par value of the stock) by the amount of any "Extraordinary Dividend" made
after the date of the grant. "Extraordinary Dividend" means a distribution of
the Company's property to stockholders as a dividend in partial liquidation, by
way of return of capital, or otherwise, other than a regular periodic cash
dividend payable out of funds legally available for dividends under the laws of
the State of Delaware at an annual rate not in excess of $.20. The full purchase
price for the shares purchased must be paid in cash, by check, or if permitted
by the terms of the option grant, by a promissory note or by delivery of shares
of the Company's Common Stock at the time of exercise. In connection with the
exercise of options, the Company may make loans to such Optionees as the
Committee, in its discretion, may determine, subject to certain terms and
conditions not inconsistent with the Stock Option Plan. Such loans shall bear
interest at rates determined by the Committee, which may be below the current
market rates or may be made without interest. No loan shall exceed the fair
market value, at the date of exercise, of the shares covered by the option, or
portion thereof exercised by the Optionee. Each loan shall have an initial term
of not more than two years, which shall be renewable at the discretion of the
Committee. When a loan is made, shares of Common Stock of the Company having a
fair market value at least equal to 100% of the principal amount of the loan
shall be pledged by the Optionee to the Company as security for payment of the
unpaid balance of the loan.
DURATION OF OPTIONS
Generally, each option will be for a term of not less than two years nor more
than five years from the date of the grant and will become exercisable upon such
terms and at such times as the Committee shall determine. The Committee may in
its discretion accelerate the exercisability of any option, subject to such
terms and conditions as the Committee deems necessary and appropriate, which may
include a requirement that the Optionee grant the Company an option to
repurchase all or a portion of the number of shares acquired upon exercise of
the accelerated option. In addition, the Committee may, at any time prior to the
expiration or termination of an option previously granted, extend the term of
such option for such additional period as it shall, in its discretion, determine
(but only insofar as the aggregate option period with respect to an option does
not exceed five years). In the event of a "Change in Control" of the Company as
defined in the Stock Option Plan, options are immediately exercisable in full
and Optionees have the right to require the Company (or, if the Company is not
the survivor of a merger, consolidation or reorganization with an acquiror, the
acquiror) to purchase their options in cash for the difference between the
exercise price of their options and a price reasonably related to the then
current market price for the Company's Common Stock. A "Change in Control"
includes (i) the acquisition by any person or group acting in concert of
beneficial ownership of 50% or more of the Company's outstanding shares and
Warrants, with certain exceptions, (ii) a change in the composition of the
Company's Board of Directors in any 24-month or less period such that a majority
of the directors serving at the end of the period were not serving at the
beginning of the period, unless at the end of the period the majority of
directors in office were nominated upon the recommendation of a majority of the
Board at the beginning of the period, or (iii) approval by Securityholders of a
merger, consolidation or similar transaction, or the sale of all or
substantially all of the Company's consolidated assets, as to which those
Securityholders immediately prior to such transaction are not the owners of more
than 50% of the resulting corporation's outstanding voting securities after such
event.
5
<PAGE>
TRANSFERABILITY AND TERMINATION OF OPTIONS
Options are not transferable by the Optionee other than by will or by laws of
descent and distribution. Options expire if the employment of an Optionee with
the Company is terminated for any reason other than death, permanent disability
or retirement. In the event of termination of employment because of death or
disability, the Optionee (or, if the Optionee is not living, the Optionee's
heirs, legatees or legal representatives) may exercise the option in full,
without regard to the times of exercise specified at the time of grant of the
option, at any time during its term within one year after termination. In the
event of retirement, an option may be exercised by the Optionee (or if the
Optionee dies after retirement, by the Optionee's heirs, legatees or legal
representatives) at any time during its term within one year after the date of
retirement, but only to the extent that it was exercisable on the date of
retirement.
FEDERAL TAX CONSEQUENCES
Under existing federal income tax law, no income will be recognized to the
Optionee at the time of the grant. Upon the exercise of the option, the Optionee
will be required to treat as ordinary income the difference between the option
price and the fair market value of the stock purchased, and the Company will be
entitled to a deduction in such amount. Assuming that the shares received upon
exercise of an option constitute capital assets in the Optionee's hands, any
gain or loss upon the disposition of the shares will be treated as capital gain
or loss, which will be long-term if the shares are held longer than one year.
In the case of the exercise of an option using previously acquired shares, (i)
with respect to the evenly exchanged shares (i.e., the new shares received which
are equal in number to the old shares surrendered), no gain or loss will be
recognized to the Optionee at the time of exercise, the Company will not be
entitled to a deduction, and the basis and holding period of the equal number of
new shares received in the exchange will be the same as the basis and holding
period of the surrendered shares, and (ii) with respect to the additional shares
received upon exercise, the Optionee will be required to recognize as ordinary
income in the year of exercise an amount equal to the fair market value on the
date of exercise of the additional shares received (and withheld to satisfy tax
withholding liability), less any cash paid upon exercise, and the Company will
be entitled to a deduction in a corresponding amount. The basis of the
additional shares received will be equal to their fair market value on the date
of exercise and the holding period for such shares begin on the date of the
exercise.
AMENDMENT AND EFFECTIVE DATE
The Board of Directors or any authorized committee thereof may amend or
discontinue the Stock Option Plan at any time, provided that no such amendment
or discontinuance may, without the consent of the Optionee, change or impair any
option previously granted, or, without Securityholder approval, increase the
maximum number of shares which may be purchased by all employees, change the
minimum purchase price or change the limitations on the option period or
increase the time limitations on the grant of options.
INITIAL GRANT OF OPTIONS
Subject to approval of the Stock Option Plan by Securityholders, and in
accordance the terms of the Stock Option Plan, the Committee has granted options
to eight key employees of the Company (none of whom are executive officers) to
purchase an aggregate of 405,000 shares. The initial exercise price for the
options is $5.525 per share, which exercise price will be reduced by any
Extraordinary Dividends, as described above. The options granted have a
five-year term and become exercisable 54 months after the date of the grant, or
6
<PAGE>
earlier, if the Company's Common Stock is traded in any transaction on the
NASDAQ/NMS at a price which, when added to the amount of Extraordinary Dividends
paid after the date of the grant, equals or exceeds the following:
<TABLE>
<CAPTION>
Trade Price
Plus
Extraordinary Percentage of Shares
Dividends Exercisable
- - - - ----------------- ---------------------
<S> <C>
$6.75 33 1/3%
$7.50 66 2/3%
$8.50 100%
</TABLE>
These options are designed to encourage employee commitment to the Company and
to closely align the interests of these key employees with the stockholders of
the Company.
PROPOSAL 2: TO APPROVE ADOPTION OF
UNR INDUSTRIES, INC. 1994 EXECUTIVE STOCK PURCHASE PLAN
Following is a summary of the Stock Purchase Plan which has been adopted subject
to Securityholder approval. This summary is subject to the specific provisions
of the Stock Purchase Plan, a copy of which is attached to this Statement as
Exhibit B.
PURPOSE
The purpose of the Stock Purchase Plan is to benefit the Company by encouraging
and facilitating the acquisition of a larger financial interest in the Company
through direct stock purchase by those key executives of the Company upon whose
judgment and interest the Company is largely dependent for the successful
conduct of its operations.
ADMINISTRATION
The Stock Purchase Plan is administered by the Compensation Committee of the
Board of Directors of the Company (the "Committee") whose interpretation and
administration of the plan are final.
ELIGIBILITY AND SHARES COVERED
Persons eligible to purchase shares under the Stock Purchase Plan (the
"participants") are only those key executives of the Company selected by the
Committee on the basis of the special importance of their services in the
management, development and operations of the Company. The Committee may not
authorize the sale of more than 2,000,000 shares, subject to adjustment in the
event of a stock dividend, stock split, combination of shares or other change in
capitalization of the Company, in which case the Committee shall provide for
equitable adjustment in the number of shares then subject to the Plan.
PURCHASE PRICE
The purchase price of shares under the Plan is the par value of the shares to be
purchased for cash and a promissory note or notes in a principal amount equal to
the fair market value of the shares on the date of purchase, less their par
value. Unless the Committee otherwise determines, fair market value is the
average of the average of the reported high and low sales prices of the
Company's Common Stock NASDAQ/NMS (as reported in THE WALL STREET JOURNAL,
Midwest Edition) on each of the five trading days immediately preceding the date
of purchase. The notes shall be for such duration and bear such interest, if
any, as determined by the Committee. The notes shall be secured by a pledge of
the shares and may be with recourse or without recourse. The Committee may
determine that all or part of any dividends on the shares be applied to reduce
the outstanding principal amount (and interest, if any) of the notes. The
Committee may further determine, at or before the time of purchase, that the
Company and the
7
<PAGE>
participant shall share the profit or loss, or both, upon the ultimate
disposition of the shares in such proportions and for such period of time as the
Committee may specify. When the notes become due, any or all of the shares may
be surrendered to the Company, at the option of the participant, with their fair
market value applied to the principal and interest. The Committee may also
determine principal, interest and repayment provisions in the event of death,
disability or other termination of employment.
OWNERSHIP OF SHARES
Participants are deemed to be the owners of the shares purchased under the Stock
Purchase Plan for all purposes, including the right to vote the shares.
Participants may sell the shares at any time, but the proceeds of any such sale
must be applied against the outstanding principal (and any interest owing) on
the notes.
AMENDMENT AND EFFECTIVE DATE
The Board of Directors or any authorized committee thereof may amend or
discontinue the Stock Purchase Plan at any time, provided that no such amendment
or discontinuance may, without the consent of the participant, change or impair
any rights previously granted, or without Securityholder approval, increase the
number of shares which may be purchased under the Plan.
FEDERAL TAX CONSEQUENCES
Under existing federal tax law any dividends or distributions on shares
purchased by a participant will be includible in the participant's income to the
extent made out of the Company's earnings and profits. To the extent that such
dividends or distributions constitute return of capital, the basis of the stock
owned by the participant would be reduced. Interest, if any, on the notes will
be deductible by a participant, subject to investment interest limitations. If
the notes are interest free, interest will be imputed and a corresponding
deduction will be available to participants, subject to investment interest
limitations. The Company will include in its gross income the interest, if any,
on the notes and will be entitled to a deduction for any income imputed to the
participant.
When shares are sold by a participant, the sale will result in a capital gain or
loss measured by the difference between the amount paid for the shares (less any
return of capital distributions) and the amount realized upon the sale. Such
capital gain or loss will be long-term if the participant held the shares for
over one year.
INITIAL PURCHASE OF SHARES
Subject to approval of the Stock Purchase Plan by Securityholders, and in
accordance with the terms of the Stock Purchase Plan, 1,650,000 shares have been
purchased by three executive officers of the Company, as follows:
<TABLE>
<CAPTION>
Name and Position Shares Purchased
- - - - ----------------------------- -----------------
<S> <C>
Thomas A. Gildehaus 900,000
President and Chief
Executive Officer
Henry Grey 500,000
Senior Vice President
and Chief Financial Officer
Victor E. Grimm 250,000
Vice President, Secretary
and General Counsel
</TABLE>
8
<PAGE>
The shares were purchased on September 9, 1994 at a price of $5.525 per share.
The purchase price is the average of the average of the reported high and low
prices for the Company's Common Stock on the NASDAQ/NMS on each of the five
trading days preceding the purchase. Shares were paid for in cash in the amount
of the par value of the shares ($.01 per share) and the balance in promissory
notes due in three years. The notes are interest free (although for tax purposes
interest is imputed), except that in the event that a participant resigns from
the Company or is terminated for cause, the notes become due and interest at the
applicable federal rate under Section 1274 of the Code is applied retroactively
from the date of the notes.
If the shares are sold prior to the expiration of three years other than in
connection with a Change in Control (as defined on page 5), interest is applied
retroactively from the date of the note at the applicable federal rate.
Dividends and distributions on the shares, after deduction of federal and state
taxes, must be paid to the Company to be applied to the principal of the notes.
The notes are limited recourse in that, if the security is insufficient to cover
the loan balance at maturity, the participant can tender the shares in partial
payment of the notes and is personally liable for that portion of the deficiency
that exceeds 25% of the loan balance (before applying the security). The
Company's recourse is limited to the shares if the participant dies, becomes
disabled or is terminated without cause, if there is a Change in Control, or if
the Company exercises its option to apply the shares to the notes upon the
participant's resigning or being terminated for cause.
On October 5, 1994, the closing reported sales price for the Company's Common
Stock on NASDAQ/NMS was $6.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total cash and non-cash compensation in each
of the last three years for the Company's Chief Executive Officer and the other
executive officers of the Company.
<TABLE>
<CAPTION>
Long Term
Compensation Awards
------------------------------
Annual Compensation Restricted Securities
-------------------- Stock Underlying All Other
Name and Principal Position Year Salary ($) Bonus (2) Awards ($)(3) Options (#)(4) Compensation ($)
- - - - --------------------------------- ----------- --------- --------- ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Thomas A. Gildehaus ............. 1993 $ 337,500 $ 330,000 $ 142,500 -- $ 49,883(5)
President and Chief 1992(1) $ 150,000 $ 150,000 $ 348,750 -- $ 1,429(5)
Executive Officer
Henry Grey ...................... 1993 $ 176,100 $ 100,000 $ 63,949 -- $ 38,437(6)
Vice-President 1992 $ 169,300 $ 127,000 -- -- $ 22,208(6)
Finance & Treasurer 1991 $ 162,000 $ 50,000 -- 55,000 $ 18,210(6)
Victor E. Grimm ................. 1993 $ 161,875 $ 95,000 $ 57,195 -- $ 13,432(6)
Vice-President and 1992(7) $ 39,375 $ 20,000 -- -- --
General Counsel
and Secretary
<FN>
- - - - ----------
(1) Mr. Gildehaus' employment commenced on July 1, 1992 pursuant to an
employment agreement having a term of three years. For further details see
Employment Contracts and Change of Control Agreements on pages 10 and 11.
(2) Bonus payments are made pursuant to the terms of the UNR Key Management
Incentive Variable Compensation Plan.
(3) Restricted Stock Awards are made pursuant to the terms of the UNR
Industries, Inc. 1992 Restricted Stock Plan. The stock is valued at the
closing price of the stock on NASDAQ/NMS on the date of the award. On
December 31, 1993
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
Mr. Gildehaus held 80,000 shares of restricted stock valued at $540,000.
Mr. Gildehaus is entitled to receive all dividends on restricted stock held
by him. Mr. Gildehaus' restricted stock is vested at the time of the award
subject to forfeiture within three years from the date of the award in the
event of termination of his employment by the Company for cause or by
voluntary resignation. The forfeiture restriction terminates as to a
prorated portion of shares in the event of a termination by the Company
without cause or termination by Mr. Gildehaus for good reason. The number
of shares and the value of the restricted stock held by Mr. Grey and Mr.
Grimm, respectively, on December 31, 1993 was 9,658 shares valued at
$65,192 and 8,638 shares valued at $58,306. Messrs. Grey and Grimm are
entitled to receive regular dividends on restricted stock held by them;
extraordinary dividends are paid in the form of additional restricted
stock. Vesting occurs after five years of continuous employment.
(4) No stock options were granted in the years 1992 and 1993, and as of
December 31, 1993 Mr. Grey held no unexercised options.
(5) The amount shown for 1993 includes the Company's contribution of $3,148 to
Mr. Gildehaus' 401(k) plan, a contribution of $16,606 to Mr. Gildehaus'
account in the UNR Employees Profit Sharing Plan, a contribution of $27,269
to Mr. Gildehaus' account in the UNR Industries, Inc. Supplemental
Executive Retirement Plan, and $2,860 for an annual life insurance premium.
The amount shown for 1992 is for a life insurance premium.
(6) The amounts shown include the Company contributions to the individual's
401(k) plan and contributions to his account in the UNR Employees Profit
Sharing Plan and the UNR Industries, Inc. Supplemental Executive Retirement
Plan. For Mr. Grey the Company contributions to the 401(k) plan for the
years 1991, 1992 and 1993 were $2,966, $2,471, and $3,148 respectively;
contributions to the Profit Sharing Plan for the years 1991, 1992 and 1993
were $15,244, $19,737, and $16,606, respectively, and the contribution to
the Supplemental Executive Retirement Plan for 1993 was $18,683. For Mr.
Grimm the Company's contribution to the 401(k) plan for 1993 was $1,574;
the contribution to the Profit Sharing Plan was $11,858.
(7) Mr. Grimm's employment commenced on October 1, 1992.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
Value of
Unexercised in
the Money
No. of Securities Underlying Options at
Unexercised Options at Fiscal Year Fiscal Year
End (#) End ($)
Acquired on Value ---------------------------------- ---------------
Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable
------------- -------------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Thomas A. Gildehaus .......... -- -- -- -- --
President and Chief
Executive Officer
Henry Grey ................... 51,667 $ 259,950 -- -- --
V.P.-Finance &
Treasurer
Victor E. Grimm .............. -- -- -- -- --
V.P., Secretary and
General Counsel
<CAPTION>
Unexercisable
-----------------
<S> <C>
Thomas A. Gildehaus .......... --
President and Chief
Executive Officer
Henry Grey ................... --
V.P.-Finance &
Treasurer
Victor E. Grimm .............. --
V.P., Secretary and
General Counsel
<FN>
- - - - ----------
(1) Values are calculated by subtracting the exercise price from the fair
market value of the stock as of the exercise date.
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS.
EMPLOYMENT AGREEMENT -- THOMAS A. GILDEHAUS
On July 1, 1992, Mr. Thomas A. Gildehaus was elected President and Chief
Executive Officer of UNR. UNR entered into an employment agreement (the
"Agreement") with Mr. Gildehaus having a term of three years. The Agreement
provides for an annual base salary of $300,000, which salary will be reviewed
annually, and may be increased, but not decreased, by the Compensation Committee
of the Board of Directors. Additionally, he receives an annual incentive bonus
if certain mutually agreed upon performance goals are attained. Under the
Restricted Stock Plan Mr. Gildehaus received a restricted Common Stock award of
60,000 shares on July 1, 1992, 20,000 shares on July 1, 1993, and 20,000 shares
on July 1,
10
<PAGE>
1994. In the event Mr. Gildehaus is terminated by UNR other than for cause,
death or disability or in the event Mr. Gildehaus terminates his employment for
good reason, as defined in the Agreement, the Agreement provides for severance
pay in an amount equal to 150% of the then current annual base salary if a
termination occurs prior to a Change in Control (substantially as defined on
page 5) or in an amount equal to 300% of the then current annual base salary if
a termination occurs after a Change of Control. Under the Agreement, Mr.
Gildehaus will receive disability income equal to 60% of the then current annual
base salary during any period of disability and life insurance having a basic
death benefit of $450,000. Mr. Gildehaus is also entitled to participate in
Company-wide standard benefit programs as well as other benefit programs.
CHANGE OF CONTROL AGREEMENTS
On March 5, 1993 UNR also entered into Change of Control Agreements ("Control
Agreements") with named executive officers, Henry Grey and Victor E. Grimm.
These Agreements are for a term of three years, subject to renewal for
additional three year terms. Change of Control is as defined on page 5.
If, during the term of these Control Agreements, a Change of Control occurs, and
within a two year period from the date of such Change of Control, either (i) the
executive's employment with the Company is terminated by the Company other than
for cause or on account of the executive's death, permanent disability or
retirement, or (ii) the executive resigns for good reason, then the Company is
required to pay to the executive a severance payment in an amount equal to three
times the total of the executive's annual salary plus the target bonus for the
year in which termination occurs; provided that in no event may the total amount
of the severance payment exceed 2.99 times the five year average W-2 income of
the executive. The severance payment shall be payable in a single lump sum
payable within 30 days of the termination of employment or resignation.
In addition to the severance payment, the Company is required to provide health,
disability and life insurance in accordance with the plans maintained by the
Company for executives for a period of three years from the date of termination
of the executive's employment, provided that health, disability and life
insurance benefits cease if the executive becomes employed during such period
and receives similar benefits in connection with such employment.
During employment and for a period of one year after the termination of
employment for any reason, the executive may not enter into, be connected with,
or work for an individual, firm or corporation which is then in substantial
competition with the Company in the United States.
OTHER MATTERS
At this time, the Board of Directors is not aware of any other matters to be
presented for action at the Special Meeting other than those presented above in
this Proxy Statement. If any other business should come before the Special
Meeting, votes may be cast with respect to such matters in accordance with the
best judgment of the person or persons acting under the proxy.
SECURITYHOLDER PROPOSALS
Securityholder proposals for inclusion in proxy materials for the 1995 Annual
Meeting of Stockholders should be addressed to UNR's Secretary, 332 South
Michigan Avenue, Chicago, Illinois 60604, and must be received
11
<PAGE>
on or before December 6, 1994. The Company's By-Laws specify procedures for
notifying the Secretary of business to be properly brought before any meeting of
Securityholders. A copy of the By-Laws may be obtained from UNR's Secretary.
By Order of the Board of Directors
Victor E. Grimm
SECRETARY
Chicago, Illinois
October 11, 1994
12
<PAGE>
EXHIBIT A
UNR INDUSTRIES, INC.
1994 STOCK OPTION PLAN
------------------------
1. STATEMENT OF PURPOSE. The purpose of this Stock Option Plan (the
"Plan") is to benefit UNR Industries, Inc. (the "Company") and its subsidiaries
by offering certain present and future executives and key personnel a favorable
opportunity to become holders of stock in the Company over a period of years,
thereby giving them a stake in the growth and prosperity of the Company and
encouraging the continuance of their services with the Company or its
subsidiaries.
2. ADMINISTRATION. Except as provided in Paragraph 12 hereof, the Plan
shall be administered by the Compensation Committee of the Board of Directors
(the "Committee"), consisting of not less than two directors of the Company each
of whom shall be a "Disinterested Person" as defined in Rule 16(b)-3 under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "1934
Act") or any successor rule promulgated under Section 16(b) of the 1934 Act, and
each of whom shall also qualify as an "Outside Director" for purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended from time to time and
any successor thereto (the "Code"). The Committee shall have full and final
authority, in its discretion, to interpret the terms and provisions of the Plan
and to determine matters pertaining to options granted under the Plan.
3. ELIGIBILITY. Options shall be granted only to key employees of the
Company or its subsidiaries selected initially and from time to time thereafter
by the Committee on the basis of the special importance of their services in the
management, development and operations of the Company or its subsidiaries (each
such key employee receiving options granted under the Plan is referred to herein
as an "Optionee").
4. GRANTING OF OPTIONS. (a) The Committee may grant options under which a
total of not in excess of five hundred thousand (500,000) shares of the common
stock of the Company may be purchased from the Company, subject to adjustment as
provided in Paragraph 11 hereof. Options granted under the Plan are intended not
to be treated as incentive stock options as defined in Section 422 of the Code.
(b) No options shall be granted under the Plan subsequent to December 31,
1999. In the event that an option expires or is terminated or cancelled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a cancelled option). Shares subject to
options may be made available from unissued or reacquired shares of common
stock.
(c) In no event shall an employee be granted Options for more than one
hundred thousand (100,000) shares of common stock during any twelve-month
period.
(d) Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any Optionee any right to be continued in the employment of
the Company or any subsidiary of the Company, or interfere in any way with the
right of the Company or its subsidiaries to terminate his or her employment at
any time.
5. OPTION PRICE. The option price shall be determined by the Committee
and, subject to the provisions of Paragraph 11 hereof, shall be not less than
the fair market value, on the date as of which the option is granted, of the
stock subject to the option. Unless the Committee otherwise determines, for
purposes of this Paragraph 5, "fair market value" shall be the average of the
average highest and lowest
<PAGE>
sales prices of the Company's common stock on the National Association of
Securities Dealers, Inc.'s Automated Quotation/National Market System
("NASDAQ/NMS") (or if the Company's common stock is not then traded on the
NASDAQ/NMS, on the principal market where such common stock is actively traded)
(as reported in THE WALL STREET JOURNAL, Midwest Edition) on each of the five
trading days immediately preceding the date as of which the option is granted.
The option price shall be reduced (but not below the par value of the stock) by
the amount of any "Extraordinary Dividend" made after the date of the grant.
"Extraordinary Dividend" means a distribution of the Company's property to
stockholders as a dividend in partial liquidation, by way of return of capital,
or otherwise, other than a regular periodic cash dividend payable out of funds
legally available for dividends under the laws of the State of Delaware at an
annual rate not in excess of $.20.
6. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS. Subject to the
provisions of Paragraph 9 hereof, each option shall be for such term of not less
than two years nor more than five years, as shall be determined by the Committee
at the date of the grant. Each option shall become exercisable upon such terms
and at such times as the Committee shall determine. The Committee may in its
discretion (a) accelerate the exercisability of any option, subject to such
terms and conditions as the Committee deems necessary and appropriate to
effectuate the purpose of the Plan; or (b) at any time prior to the expiration
or termination of any option previously granted, extend the term of any option
for such additional period or periods as the Committee, in its discretion, may
determine. In no event, however, shall the aggregate option period with respect
to any option, including the original term of the option and any extensions
thereof, exceed five years. Subject to the foregoing, all or any part of the
shares as to which the right to purchase has accrued may be purchased at the
time of such accrual or at any time or times thereafter during the option term.
7. CHANGE IN CONTROL. (a) Any option previously granted under the Plan to
an Optionee who is an employee of the Company or any of its subsidiaries on the
date of a "Change in Control" shall be immediately exercisable in full on or
after such date during its term, without regard to any times of exercise
established under Paragraph 6 hereof. The term "Change in Control" shall mean
the occurrence, at any time during the specified term of an option granted under
the Plan, of any of the following events:
(i) The acquisition, by a person or group of persons acting in concert,
of a beneficial ownership interest in the Company, resulting in the total
beneficial ownership of such persons or group of persons equaling or
exceeding 50% of the outstanding common stock and warrants of the Company;
provided, however, that no such person or group of persons shall be deemed
to beneficially own (i) any common stock or warrants acquired directly from
the Company or (ii) any common stock or warrants held by the Company or any
of its subsidiaries or any employee benefit plan (or any related trust) of
the Company or its subsidiaries. The Change in Control shall be deemed to
occur on the date the beneficial ownership of the acquiring person or group
of persons first equals or exceeds 50% of the outstanding common stock and
warrants of the Company.
(ii) A change, within any period of twenty-four (24) months or less, in
the composition of the Board such that at the end of such period a majority
of the directors who are then serving were not serving at the beginning of
such period, unless at the end of such period the majority of the directors
in office were nominated upon the recommendation of a majority of the Board
at the beginning of such period. The Change in Control shall be deemed to
occur on the date the last director necessary to result in a Change in
Control takes office or resigns from office, as applicable.
2
<PAGE>
(iii) Approval by the securityholders of the Company of a merger,
consolidation or other reorganization having substantially the same effect,
or the sale of all or substantially all the consolidated assets of the
Company in each case, with respect to which the persons or group of persons
who were the respective beneficial owners of the common stock or warrants
immediately prior to such event do not, following such event, beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding voting securities of the corporation resulting from such event
or the corporation purchasing or receiving assets pursuant to such event.
The Change in Control shall be deemed to occur on the date on which the
transaction is approved by the Company's securityholders.
If more than one of the foregoing events shall occur, each such event shall
constitute a separate Change in Control.
(b) Notwithstanding any other provisions in the Plan, prior to the passage
of one year from and after any Change in Control, each Optionee shall have the
right to require the Company (or, if the Company is not the survivor of a
merger, consolidation or reorganization with an Acquiror, the Acquiror) to
purchase from him or her any or all unexercised options granted under the Plan
at a purchase price equal to (i) the excess of the fair market value per share
over the option price multiplied by (ii) the number of option shares specified
by the Optionee for purchase in a written notice to the Company (or, if the
Company is not the survivor of a merger, consolidation or reorganization with an
Acquiror, the Acquiror), attention of the Secretary.
(c) For purposes of Paragraph 7(b) above, "fair market value per share"
shall mean, (i) except in the case of a merger, consolidation or reorganization
with an Acquiror in which the Company is not the survivor (a "Termination
Merger"), the higher of (A) the average of the highest sales price per share of
the Company's common stock on the NASDAQ/NMS (as reported in THE WALL STREET
JOURNAL, Midwest Edition) (or, if the Company's common stock is not then traded
on the NASDAQ/NMS, on the principal market where such common stock is actively
traded) on each of the five trading days immediately preceding the date the
Optionee so notifies the Company or (B) the average of the highest sales price
per share of the Company's common stock on the NASDAQ/NMS (as reported in THE
WALL STREET JOURNAL, Midwest Edition) (or, if the Company's common stock is not
then traded on the NASDAQ/NMS, reported on the principal market where such
common stock is actively traded) on each of the five trading days immediately
preceding the date of the Change in Control, and (ii) in the case of a
Termination Merger, the higher of (C) the fair market value of the consideration
receivable per share by holders of common stock of the Company in such
Termination Merger, which fair market value as to any securities included in
such consideration shall be the average of the highest sales price per unit of
such security on the NASDAQ/ NMS (as reported in THE WALL STREET JOURNAL,
Midwest Edition) (or, if such security is not traded on the NASDAQ/NMS, reported
on the principal market where such security is actively traded) on each of the
five trading days immediately preceding the date of the Termination Merger and
as to any such security not actively traded in any market and as to all other
property included in such consideration, shall be the amount determined by the
Committee in its discretion or (D) the amount determined pursuant to clause
(c)(i)(B) of this Paragraph 7. The amount payable to each Optionee by the
Company or Acquiror, as the case may be, shall be in cash or by certified check
and shall be reduced by any taxes required to be withheld.
8. EXERCISE OF OPTION. (a) An option may be exercised by giving written
notice to the Company, attention of the Secretary, specifying the number of
shares to be purchased, accompanied by the full
3
<PAGE>
purchase price for the shares to be purchased either in cash, by check, or, if
permitted by the terms of the option grant, by a promissory note in a form
specified by the Company or by shares of the Company's common stock or by a
combination of these methods of payment. For this purpose, the per share value
of the Company's common stock shall be the fair market value on the date of
exercise (or, if the date of exercise is not a trading day, on the trading day
next preceding the date of exercise), which shall, unless the Committee
otherwise determines, be the average of the highest and lowest sales prices of
the Company's common stock on the NASDAQ/NMS (as reported in THE WALL STREET
JOURNAL, Midwest Edition) (or if the Company's common stock is not then traded
on the NASDAQ/NMS, on the principal market where such common stock is actively
traded) on such date.
(b) In connection with the exercise of options granted under the Plan, the
Company may make loans to such Optionees as the Committee, in its discretion,
may determine. Such loans shall be subject to the following terms and conditions
and such other terms and conditions as the Committee shall determine not
inconsistent with the Plan. Such loans shall bear interest at such rates as the
Committee shall determine from time to time, which rates may be below then
current market rates or may be made without interest. In no event may any such
loan exceed the fair market value, at the date of exercise, of the shares
covered by the option, or portion thereof, exercised by the Optionee. No loan
shall have an initial term exceeding two years, but any such loan may be
renewable at the discretion of the Committee. When a loan shall have been made,
shares of common stock of the Company having a fair market value at least equal
to 100 percent of the principal amount of the loan shall be pledged by the
Optionee to the Company as security for payment of the unpaid balance of the
loan.
(c) At the time of the exercise of any option, the Company may require, as a
condition of the exercise of such option, the Optionee to pay the Company an
amount equal to the amount of the tax the Company or its subsidiary may be
required to withhold to obtain a deduction for federal and state income tax
purposes as a result of the exercise of such option by the Optionee or to comply
with applicable law.
(d) At any time when an Optionee is required to pay an amount required to be
withheld under applicable income tax or other laws in connection with the
exercise of an option, the Optionee may satisfy this obligation in whole or in
part by making an election ("Election") to have the Company withhold shares of
common stock of the Company, or, if the Committee so determines, by delivering
shares of common stock of the Company ("Delivery"), having a value equal to the
amount required to be withheld. The value of the shares to be withheld or
delivered shall be based on the fair market value of the common stock of the
Company on the date that the amount of tax to be withheld shall be determined
(the "Tax Date"), which shall, unless the Committee otherwise determines, be the
average of the highest and lowest sales prices of the Company's common stock
reported on the NASDAQ/NMS (as reported in THE WALL STREET JOURNAL, Midwest
Edition) (or if the Company's common stock is not then traded on the NASDAQ/NMS,
on the principal market where such common stock is actively traded). Each
Election or Delivery must be made on or prior to the Tax Date and shall be
irrevocable. The Committee may disapprove any Election or Delivery or may
suspend or terminate the right to make Elections or Deliveries. If an Optionee
is a person described in Section 16(a) of the Exchange Act, then an Election is
subject to the following additional restrictions: (i) no election shall be
effective for a Tax Date which occurs within six months of the grant of the
option; and (ii) the Election must be made either (A) six months prior to the
Tax Date, (B) during a period beginning on the third business day following the
date of release for publication of the Company's quarterly or annual summary
consolidated statements of revenue and income and ending on the twelfth business
day following such date or (C) more than six months and one
4
<PAGE>
day from the later of the date of the grant of the option hereunder to such
person or the date of the most recent transaction by such person which is
treated as a purchase of the common stock of the Company pursuant to the
Exchange Act and the rules and regulations thereunder, and which is not exempt
from Section 16(b) of the Exchange Act.
(e) At the time of any exercise of any option, the Company may, if it shall
determine it necessary or desirable for any reason, require the Optionee (or his
heirs, legatees, or legal representative, as the case may be) as a condition
upon the exercise thereof, to deliver to the Company a written representation of
present intention to purchase the shares for investment and not for
distribution. In the event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to the Optionee
upon his exercise of part or all of the option and a stop transfer order may be
placed with the transfer agent. Each option shall also be subject to the
requirement that, if at any time the Company determines, in its discretion, that
the listing, registration or qualification of the shares subject to the option
upon any securities exchange or under any state, federal or foreign law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
shares thereunder, the option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
9. TERMINATION OF EMPLOYMENT EXERCISE THEREAFTER. (a) In the event the
employment of an Optionee with the Company or any of its subsidiaries is
terminated for any reason other than death, permanent disability or retirement,
such Optionee's option shall expire and all rights to purchase shares pursuant
thereto shall terminate immediately. Temporary absence from employment because
of illness, vacation, approved leaves of absence, and transfers of employment
among the Company and its subsidiaries shall not be considered to terminate
employment or to interrupt continuous employment. Conversion of an Optionee's
employment relationship to a consulting arrangement shall not result in
termination of previously granted options.
(b) In the event of termination of employment because of death or permanent
disability (as that term is defined in Section 22(e)(3) of the Code, as now in
effect or as shall be subsequently amended), the option may be exercised in
full, without regard to any times of exercise established under Paragraph 6
hereof, by the Optionee or, if the Optionee is not living, by the Optionee's
heirs, legatees, or legal representatives, as the case may be, during its
specified term prior to one year after the date of death or permanent
disability. In the event of termination of employment because of retirement, the
option may be exercised by the Optionee or, if the Optionee dies after such
termination, by the Optionee's heirs, legatees, or legal representatives, as the
case may be, at any time during its specified term prior to one year after the
date of such termination, but only to the extent the option was exercisable at
the date of such termination.
10. NON-TRANSFERABILITY OF OPTIONS. No option shall be transferable by the
Optionee otherwise than by will or the laws of descent and distribution and each
option shall be exercisable during an Optionee's lifetime only by the Optionee
or by the Optionee's legal representative.
11. ADJUSTMENT. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
Company's outstanding common stock is changed by any stock dividend, stock split
or combination of shares, the number of shares subject to the Plan and to
options granted thereunder shall be proportionately adjusted; (b) in the event
of any merger,
5
<PAGE>
consolidation or reorganization of the Company with any other corporation or
corporations there shall be substituted, on an equitable basis as determined by
the Committee, for each share of common stock then subject to the Plan and for
each share of common stock then subject to an option granted under the Plan, the
number and kind of shares of stock, other securities, cash or other property to
which the holders of common stock of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Committee shall provide for an equitable
adjustment in the number of shares of common stock then subject to the Plan and
to each share of common stock then subject to an option granted under the Plan.
In the event of any such adjustment, the exercise price per share shall be
proportionately adjusted.
12. AMENDMENT OF PLAN. The Board of Directors of the Company or any
authorized committee thereof may amend or discontinue the Plan at any time.
However, no such amendment or discontinuance shall (a) without the consent of
the Optionee change or impair any option previously granted, or (b) without the
approval of the holders of a majority of the shares of the voting common stock
and warrants of the Company, which approval may be made by written consent, (i)
increase the maximum number of shares which may be purchased by all employees,
(ii) change the minimum purchase price, or (iii) change the limitations on the
option period or increase the time limitations on the grant of options.
13. EFFECTIVE DATE. The Plan is effective as of September 8, 1994, subject
to approval by a holder(s) of a majority of the shares of common stock and
warrants of the Company, which approval may be made by written consent. Grants
may be made hereunder prior to securityholder approval of this Plan, provided
that any such grants shall be subject to securityholder approval of the Plan
within 12 months thereof.
6
<PAGE>
EXHIBIT B
UNR INDUSTRIES, INC.
1994 EXECUTIVE STOCK PURCHASE PLAN
------------------------
UNR Industries, Inc., a Delaware corporation (the "Company"), hereby
establishes, subject to stockholder approval as provided in Section 11, the 1994
Executive Stock Purchase Plan (the "Plan"), pursuant to which certain key
executives of the Company may purchase shares of Common Stock, $.01 par value,
of the Company ("Shares"), for consideration equal to the par value of such
Shares in cash and promissory notes secured by the Shares in a principal amount
equal to the fair market value of the Shares on the date of purchase, less their
par value.
1. STATEMENT OF PURPOSE. The purpose of the Plan is to benefit the Company
by encouraging and facilitating the acquisition of a larger financial interest
in the Company by those key executives of the Company upon whose judgment and
interest the Company is largely dependent for the successful conduct of its
operations.
2. ADMINISTRATION. Except as provided in Section 9, the Plan shall be
administered by the Compensation Committee of the Board of Directors of the
Company, whose interpretation of the terms, provisions and operation of the Plan
shall be final and conclusive.
3. ELIGIBILITY. Shares shall be sold under the Plan only to key executives
of the Company selected initially and from time to time thereafter by the
Committee on the basis of the special importance of their services in the
management, development and operations of the Company (each such key executive
entitled to purchase Shares under the Plan being referred to herein as a
"Participant").
4. SHARES COVERED. The Committee may sell not more than two million
(2,000,000) Shares under the Plan, subject to adjustment as provided in Section
8.
5. PURCHASE PRICE. The purchase price for Shares under the Plan shall be
the par value of the Shares purchased in cash, and a promissory note or notes
("Notes") in a principal amount equal to the fair market value of the Shares on
the date of purchase, less their par value. Unless the Committee otherwise
determines, for purposes of this Section 5, "fair market value" shall be the
average of the average highest and lowest sales prices of the Company's Common
Stock on the National Association of Securities Dealers, Inc.'s Automated
Quotations/National Market System ("NASDAQ/NMS") (as reported in THE WALL STREET
JOURNAL, Midwest Edition) on each of the five trading days immediately preceding
the date of purchase.
6. NOTES. The Notes delivered by the Participant upon purchase of the
Shares shall be for such duration and bear such interest, if any, as determined
by the Committee. The Notes shall be secured by a pledge of the Shares and may
be with recourse or without recourse. The Committee may determine that all or
part of any dividends on the Shares be applied to reduce the outstanding
principal and interest (if any) on the Notes. The Committee may further
determine, at or before the time of purchase, that the Company and the
Participant shall share the profit or loss, or both, upon the ultimate
disposition of the Shares by the Participant, in such proportions and for such
period of time as the Committee may specify. When the Notes become due, any or
all of the Shares may be surrendered to the Company, at the option of the
Participant, with their fair market value applied to any principal or interest
then due on the Notes. The Committee may also determine principal, interest and
repayment provisions in the event of death, disability or other termination of
employment.
<PAGE>
7. OWNERSHIP OF SHARES. Participants shall be deemed to be the owners of
Shares purchased pursuant to the Plan for all purposes. Participants shall be
entitled to full voting rights and all other rights of holders of Common Stock
of the Company. A Participant may sell Shares at any time, but the proceeds from
such sale must be applied against the outstanding principal and interest (if
any) on the Notes, with the balance of the proceeds to be retained by
Participant.
8. ADJUSTMENT. The number of Shares subject to the Plan shall be adjusted
proportionately in the event that the Company's outstanding Common Stock is
changed by any stock dividend, stock split or combination of shares. In the
event of any other relevant change in the capitalization of the Company, the
Committee shall provide for an equitable adjustment in the number of Shares then
subject to the Plan.
9. AMENDMENT OF PLAN. The Board of Directors of the Company or any
authorized committee thereof may amend or discontinue the Plan at any time.
However, no such amendment or discontinuance shall (a) without the consent of
the Participant, adversely change or impair any rights previously granted to the
Participant under the Plan, or (b) without the approval of the holder(s) of a
majority of the voting power of the Common Stock and Common Stock Purchase
Warrants of the Company, increase the number of Shares which may be purchased
under the Plan.
10. NO EMPLOYMENT RIGHTS. Neither the establishment of the Plan nor the
purchase of Shares under the Plan shall be construed to give any employee the
right to be retained in the Company's (or any of its subsidiaries') service or
any benefits not specifically provided by the Plan, or to affect in any manner
the Company's right to modify, amend or terminate any of its pension or
retirement plans.
11. EFFECTIVE DATE. The Plan shall become effective on September 8, 1994,
subject to approval by the holder(s) of a majority of the voting power of the
outstanding Common Stock and Common Stock Purchase Warrants of the Company,
which approval may be by written consent. Shares may be sold to Participants
under the Plan prior to such securityholder approval of the Plan, provided that
any such sales are subject to securityholder approval of the Plan.
2
<PAGE>
BETTERWORK, INCORPORATED PROXY/VOTING INSTRUCTION CARD
332 SOUTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60604
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Gene Locks and Thomas A. Gildehaus and each of
them, as the proxies and representatives of the undersigned, with full power of
substitution, to vote all of the shares of common stock and warrants of UNR
Industries, Inc. which the undersigned would be entitled to vote, with all
powers which the undersigned would have if personally present, at the Special
Meeting of Stockholders to be held on November 1, 1994 and at any adjournment or
postponement thereof, as designated on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S) OR WARRANTHOLDER(S). IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
AND MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.
<PAGE>
X PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 8680
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR AGAINST ABSTAIN
1. Proposal to approve UNR Industries, Inc. 1994
Stock Option Plan. / / / / / /
2. Proposal to approve UNR Industries, Inc. 1994
Executive Stock Purchase Plan. / / / / / /
In their discretion, the proxies and representatives are authorized to vote upon
such other business as may properly come before this meeting.
NOTE: Please sign exactly as name(s) appear(s) below. If shares of common stock
or warrants are held in the name of more than one person, all should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
- - - - -----------------------------------------------------------
Signature
- - - - -----------------------------------------------------------
Date
