<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[UNR INDUSTRIES LOGO]
UNR INDUSTRIES, INC.
332 South Michigan Avenue
Chicago, Illinois 60604
- ------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS OF
UNR INDUSTRIES, INC.
- ---------------------------------
To the Stockholders of UNR Industries, Inc.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders ("Annual
Meeting") of UNR Industries, Inc., a Delaware corporation ("UNR" or "Company"),
will be held at Bank of America Illinois, 231 South LaSalle Street, 21st Floor,
Chicago, Illinois, on May 9, 1996, at 10:00 a.m., local time, for the purpose of
considering and voting upon:
(1) Election of eight directors to serve until the 1997 Annual Meeting of
Stockholders or until their successors are elected and qualify;
(2) Ratification of the appointment of the firm of Arthur Andersen LLP as UNR's
independent public accountants for 1996; and
(3) Such other business as may properly come before the Annual Meeting.
The Board of Directors has determined that only UNR stockholders of record at
the close of business on March 22, 1996 are entitled to notice of, and to vote
at, the Annual Meeting or any adjournment or postponement thereof. A list of
such stockholders will be available for examination by any such stockholder for
any purpose germane to the Annual Meeting for a period beginning April 9, 1996
to the Annual Meeting at The First National Bank of Chicago, One North State
Street, 11th floor, Chicago, Illinois 60602. ALL STOCKHOLDERS, WHETHER OR NOT
THEY NOW EXPECT TO BE PRESENT AT THE ANNUAL 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 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 Annual Meeting.
By Order of the Board of Directors
Victor E. Grimm
SECRETARY
Chicago, Illinois
April 3, 1996
<PAGE>
UNR INDUSTRIES, INC.
332 South Michigan Avenue
Chicago, Illinois 60604
April 3, 1996
- ---------------------------------
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., a Delaware
corporation ("UNR" or "Company") for use at UNR's Annual Meeting of Stockholders
("Annual Meeting"), notice of which accompanies this Proxy Statement, and at all
adjournments and postponements thereof. The Annual Meeting will be held at Bank
of America Illinois, 231 South LaSalle Street, 21st floor, Chicago, Illinois, on
May 9, 1996 at 10:00 a.m., local time.
Any stockholder 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 Annual Meeting, or by attending the Annual Meeting and voting in
person.
Only stockholders of record at the close of business on March 22, 1996 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting or
any adjournment or postponement thereof. At the close of business on the Record
Date, 52,389,433 shares of Common Stock were outstanding, constituting the only
outstanding voting securities. Stockholders are entitled to one vote for each
share of Common Stock held.
A stockholder may, with respect to the election of directors, (i) vote for the
election of all eight nominees named herein, (ii) withhold authority to vote for
all such director nominees or (iii) vote for the election of all such director
nominees other than any nominee or nominees with respect to whom the stockholder
withholds authority to vote by so indicating in the appropriate space on the
proxy. A stockholder may, with respect to each other 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. Common Stock will be voted as
instructed in the accompanying proxy on each matter submitted to stockholders.
If no contrary instructions are indicated in the proxy, each proxy will be voted
FOR the election of the eight nominees to the Board of Directors named below or
for a substitute nominee if any of the nominees listed below becomes unable or
unwilling to serve, and FOR ratification of the appointment of the firm of
Arthur Andersen LLP as UNR's independent public accountants for 1996, and, in
the best judgment of the persons named in the proxy as representatives, upon any
other matters which may properly come before the Annual Meeting.
A proxy submitted by a stockholder may indicate that all or a portion of the
Common Stock represented by such proxy are not being voted by such stockholder
with respect to a particular matter. This could occur, for example, when a
broker is not permitted to vote shares held in street name on certain matters in
the absence of instructions from the beneficial owner. The shares subject to any
such proxy which are not being voted with respect to a particular matter (the
"non-voted shares") will
1
<PAGE>
be considered shares not present and not entitled to vote on such matter,
although such shares 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 each matter specified in the notice of the meeting requires the
affirmative vote of a majority, or in the case of the election of directors, a
plurality, of the Common Stock present in person or by proxy at the meeting and
entitled to vote on such matter. Accordingly, non-voted shares with respect to
such matters will not affect the determination of whether such matters are
approved or the outcome of the election of directors. Directions to withhold
authority will not affect the outcome of the vote for directors. The Company's
By-Laws provide that shares 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 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 Common Stock 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
STOCK OWNERSHIP
The following table sets forth information as of March 15, 1996 regarding
beneficial ownership of Common Stock by: (i) each person or group that has
reported beneficial ownership of more than five percent of the Common Stock
outstanding, and (ii) UNR executive officers and directors.
<TABLE>
<CAPTION>
COMMON STOCK
------------------------
Number of
Shares
Beneficially Percent
Owned (1) of Class
----------- -----------
<S> <C> <C>
Principal Stockholders
UNR Asbestos-Disease Claims Trust (2) ............................... 29,437,004 56.2%
100 North Lincolnway
North Aurora, IL 60542
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
------------------------
Number of
Shares
Beneficially Percent of
Owned (1) Class (3)
----------- -----------
Directors and Executive Officers
<S> <C> <C>
Charles M. Brennan, III.............................................. 8,975 --
Darius W. Gaskins, Jr................................................ 45,975 --
Thomas A. Gildehaus.................................................. 1,030,000 2.0%
Henry Grey........................................................... 562,987 1.1%
Victor E. Grimm...................................................... 280,370 --
Gene Locks........................................................... 13,292 --
Ruth R. McMullin..................................................... 29,050 --
Thomas F. Meagher.................................................... 14,455 --
Robert B. Steinberg.................................................. 11,975 --
William J. Williams.................................................. 11,000 --
All directors and executive officers as a group...................... 2,008,079 3.8%
</TABLE>
- ----------
(1) Unless otherwise noted, the persons listed beneficially own all shares set
forth opposite their respective names with sole power to vote and dispose of
such shares, except Mr. Grey (33,333 shares) and Mr. Meagher (11,967 shares)
wherein voting or investment power is shared with others. Mrs. McMullin's
total also includes 3,700 shares held by her spouse and 1,155 shares held by
her son.
(2) The Trustees of the Trust are John H. Laeri, Jr., Chairman, James J.
McMonagle, Vice Chairman, Michael E. Levine, Charles W. Murdock and David S.
Schrager. The Trustees, 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.
(3) Percentage ownership is not shown for directors or officers owning less than
one percent of the outstanding Common Stock.
MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
The eight persons listed below under "Background Information Regarding Nominees"
have been selected as nominees for election as directors by the Board of
Directors and, if elected, will serve until the next annual meeting or until
their successors are elected and qualify. UNR has been advised by the Trust that
it intends to vote its Common Stock for the election of the entire slate of
nominees listed below.
3
<PAGE>
BACKGROUND INFORMATION REGARDING NOMINEES
The table below sets forth the names of the nominees for director, their
principal occupations during the last five years and certain other information.
<TABLE>
<CAPTION>
Director Principal Occupations for the Last Five Years,
Name of Nominee Since Age Other Directorships and Committee Assignments
- ---------------------------- -------- --- ----------------------------------------------------------------------
<S> <C> <C> <C>
Charles M. Brennan, III..... 1989 54 Chairman and Chief Executive Officer of MYR Group, Inc., an electrical
contracting firm (October 1989 to present); Secretary of UNR (July
1990 to September 1992). Other directorships: MYR Group, Inc.;
Control Devices, Inc., a supplier of sensor controls;
Holbrook-Patterson, Inc., an educational equipment manufacturer;
Chair of UNR's Audit Committee and member of the Executive
Committee.
Darius W. Gaskins, Jr....... 1990 56 Co-Founding Partner, Carlisle, Fagan, Gaskins & Wise Inc., a
management consulting firm (May 1993 to present); Partner, High
Street Associates, a management and investment firm (June 1991 to
present); Chairman, Leaseway Transportation Corp., a distribution
services provider (December 1994 to April 1995); Visiting Professor,
Kennedy School of Government, Harvard University (September 1989 to
June 1991); President and Chief Executive Officer, Burlington
Northern Railroad, a national railroad operating company (December
1985 to April 1989). Other directorships: Northwestern Steel and
Wire Company, a producer of steel and wire products; Sapient
Corporation, a software company. Chair of UNR's Compensation
Committee, and member of the Executive Committee.
Thomas A. Gildehaus......... 1992 55 President and Chief Executive Officer of UNR (July 1992 to present);
Executive Vice-President and Director of Deere & Company, maker of
agricultural, construction and grounds care equipment (April 1982 to
April 1992). Other directorships: Bank of America Illinois, a
banking company; Isys Controls Inc., a manufacturer of scanning
devices. Chair of UNR's Executive Committee.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Director Principal Occupations for the Last Five Years,
Name of Nominee Since Age Other Directorships and Committee Assignments
- ---------------------------- -------- --- ----------------------------------------------------------------------
<S> <C> <C> <C>
Gene Locks.................. 1989 58 Chairman of the Board of UNR Industries, Inc. (May 1991 to present);
Founding partner, Greitzer & Locks, attorneys; Chairman of the
Official Creditors Committee of Asbestos-Related Plaintiffs in the
UNR Bankruptcy Court proceedings (July 1982 to May 1989); Member of
Trustees Advisory Committee to UNR Asbestos-Disease Claims Trust
(June 1989 to present); Chairman, Asbestos Victims' Special Fund
Trust (November 1988 to present). Member of UNR's Executive and
Compensation Committees.
Ruth R. McMullin............ 1990 54 Management Fellow (faculty member) Yale School of Management (August
1994 to 1995); President and Chief Executive Officer, Harvard
Business School Publishing Corporation (November 1991 to April
1994); President and Chief Executive Officer (March 1989 to May
1990), Executive Vice President and Chief Operating Officer (April
1987 to March 1989) and Director (June 1986 to May 1990) of John
Wiley & Sons, Inc., a publishing and training company. Other
directorships: Bausch & Lomb, Inc., a health care and optics
company; Middlesex Mutual Assurance Company, a property and casualty
insurance company; Secure Technologies, Inc., a distance monitoring
company. Member of UNR's Audit Committee.
Thomas F. Meagher........... 1989 65 Chairman and principal stockholder of Howell Tractor and Equipment
Company, a distributor of heavy-duty construction equipment;
Chairman, Continental Air Transport Company, Inc., an airport
transfer company (1964 to 1994); Chairman of Tri-County Equipment
Company, a distributor of golf cart equipment, (1989 to 1993). Other
directorships: Howell Tractor and Equipment Company; Greyhound
Lines, Inc., a national intercity bus transportation company
(1991-1995); TransWorld Airlines, an international air carrier.
Member of UNR's Audit Committee.
Robert B. Steinberg......... 1989 67 Partner, Rose, Klein and Marias, attorneys; Member of the Official
Creditors Committee of Asbestos-Related Plaintiffs in the UNR
Bankruptcy Court proceedings (June 1982 to May 1989); Member of
Trustees Advisory Committee to UNR Asbestos-Disease Claims Trust
(June 1989 to present). Member of UNR's Compensation Committee.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Director Principal Occupations for the Last Five Years,
Name of Nominee Since Age Other Directorships and Committee Assignments
- ---------------------------- -------- --- ----------------------------------------------------------------------
<S> <C> <C> <C>
William J. Williams......... 1990 67 Retired Chairman (August 1986 to September 1993) and Chief Executive
Officer (August 1986 to November 1991) of The Huntington National
Bank. Other directorships: Huntington Bancshares Incorporated, a
bank holding company; Centerior Energy Corporation, a public utility
holding company; Republic Engineered Steels, Inc., a producer of bar
and specialty steel. Member of UNR's Compensation Committee.
</TABLE>
DIRECTORS' COMPENSATION
UNR employees who serve as directors of UNR receive no compensation for such
services. Non-employee directors of UNR are paid compensation at an annual rate
of $30,000 (the Chairman receives $50,000), payable in quarterly installments.
Non-employee directors have the right to receive all or part of their annual
compensation in shares of restricted Common Stock of the Company. Non-employee
directors receive $1,000 for each Board meeting or meeting of a committee of the
Board which they attend in person or by telephone. Directors are also reimbursed
for their out-of-pocket expenses incurred in connection with such meetings.
BOARD MEETINGS; BOARD COMMITTEE FUNCTIONS AND COMPOSITION
The Board of Directors met ten times during 1995. The Board has an Audit
Committee, a Compensation Committee and certain other committees. The Board does
not have a standing Nominating Committee. During 1995, no incumbent director
attended (in person or by telephone) fewer than 80% of the aggregate of (1) the
total number of meetings of the full Board during the period he or she served as
a director and (2) the total number of meetings held by all committees of the
Board on which he or she served during such period.
The Audit Committee consisted of Charles M. Brennan, III (Chair), Ruth R.
McMullin and Thomas F. Meagher. The Audit Committee makes recommendations to the
full Board of Directors regarding engagement of independent public accountants;
reviews and approves the scope of independent audits and the fees and other
arrangements regarding such services; reviews the results of the annual audit
with the independent public accountants; and generally reviews the adequacy of
UNR's accounting systems, internal accounting controls and applications of
accounting policies to new or unusual circumstances. The Audit Committee met
twice during 1995.
The Compensation Committee consisted of Darius W. Gaskins, Jr. (Chair), Gene
Locks, Robert B. Steinberg and William J. Williams and has responsibility for
considering and making recommendations to the full Board of Directors regarding
officers' compensation and benefits and UNR's organizational structure. The
Compensation Committee met twice during 1995.
6
<PAGE>
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 executive officers.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------- -------------------------
Other
Annual Restricted Securities
Compen- Stock Underlying
Salary Bonus sation Awards Options All Other
Name and Principal Position Year ($) ($)(1) ($)(2) ($)(3) (#)(4) Compensation($)
- ------------------------------ ---- ------- ------- -------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Gildehaus........... 1995 375,000 300,000 324,091 -- -- 71,107 (5)
President and Chief 1994 375,000 335,000 119,090 163,125 -- 70,126 (5)
Executive Officer 1993 337,500 330,000 -- 142,500 -- 49,883 (5)
Henry Grey.................... 1995 190,100 130,000 180,051 48,491 -- 32,763 (6)
Senior Vice-President and 1994 190,100 131,000 66,161 59,375 -- 30,972 (6)
Chief Financial Officer 1993 176,199 100,000 -- 63,649 -- 38,437 (6)
Victor E. Grimm............... 1995 182,000 85,000 90,025 44,898 -- 28,254 (6)
Vice-President 1994 182,000 85,000 33,081 56,875 -- 26,373 (6)
General Counsel 1993 161,875 95,000 -- 57,195 -- 13,432 (6)
and Secretary
</TABLE>
- ------------
(1) Bonus payments are made pursuant to the terms of the UNR Key Management
Incentive Variable Compensation Plan.
(2) Represents imputed annual interest at 7 3/4% (the prime rate on the date of
the loans) on interest-free loans to purchase stock under the 1994
Executive Stock Purchase Plan described under "Transactions with
Management" on page 13.
(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 the National Association of Securities
Dealers, Inc.'s Automated Quotation/ National Market System ("NASDAQ/NMS")
on the date of the award. On December 31, 1995, Mr. Gildehaus held 50,000
shares of restricted stock valued at $431,250. 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, 1995 was 26,321 shares valued at $227,018 and 24,370 shares valued at
$210,191. 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 to executive officers in the years 1993, 1994
and 1995.
(5) The amounts shown for 1993, 1994 and 1995 include the Company's
contributions to Mr. Gildehaus' 401(k) plan of $3,148, $2,703 and $3,234,
respectively; contributions to Mr. Gildehaus' account in the UNR Employees
Profit Sharing Plan of $16,606, $13,500 and $13,500, respectively;
contributions to Mr. Gildehaus' account in the UNR Industries, Inc.
Supplemental Executive Retirement Plan of $27,269, $49,950 and $50,400,
respectively; and annual life insurance premiums of $2,860, $3,973 and
$3,973, respectively.
(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 1993, 1994 and 1995 were $3,148, $2,703 and $3,234, respectively;
contributions to the Profit Sharing Plan for the years 1993, 1994 and 1995
were $16,606, $13,500 and $13,500, respectively; and the contributions to
the Supplemental Executive Retirement Plan for 1993, 1994 and 1995 were
$18,683 and $14,769 and $16,029, respectively. For Mr. Grimm, the Company's
contributions to the 401(k) plan for 1993, 1994 and 1995 were $1,574,
$2,703 and $3,234, respectively; the contributions to the Profit Sharing
Plan for the years 1993, 1994 and 1995 were $11,858, $13,500 and $13,500,
respectively; and the contribution to the Supplemental Executive Retirement
Plan for 1994 and 1995 were $10,170 and $11,520, respectively.
7
<PAGE>
------------------------
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
------------------------
The Compensation Committee is composed of four independent directors. No member
of the Committee is a former or current officer or employee of the Company or
any of its subsidiaries. The Committee formulates the compensation policy and
structure for executive officers, reviews salary and bonus recommendations for
those officers and submits its recommendations to the full Board of Directors
for approval. The Compensation Committee is solely responsible for determining
long-term incentive compensation granted to executive officers under the stock
option, restricted stock and other long-term incentive plans previously approved
by the stockholders.
In formulating and implementing compensation programs, it has been the
philosophy of the Compensation Committee that a substantial portion of executive
compensation should be related to the Company's financial performance.
Accordingly, compensation programs have been structured to include incentives
based on measures of the Company's financial performance. The compensation
programs for executive officers consist of base salary and short-term and
long-term incentive compensation plans, all as described in the following
paragraphs.
BASE SALARY
The Committee annually reviews the base salary of each executive officer. In
determining salary adjustments, the Committee considers individual job
performance, length of employment, level of responsibility and information
supplied by an independent compensation consulting firm concerning the average
compensation levels of executive officers in a large group of companies
statistically adjusted for a company with annual sales of approximately $400
million ("Compensation Peer Group"). The Committee believes that the
Compensation Peer Group is a more appropriate comparison for compensation
purposes than the peer group used for computing total shareholder return which
includes firms of substantially larger size than the Company. The Chief
Executive Officer's base salary is reviewed annually on July 1. In accordance
with the Committee's decision to emphasize long-term incentives, no adjustment
was made to the Chief Executive Officer's base salary level in 1995. The base
salary levels of the other executive officers are reviewed on a calendar year
basis. Base salaries for these officers for 1995 were also maintained at 1994
levels. Based upon the Compensation Committee's analysis and upon the
information provided by an independent compensation consultant, the Committee
believes that the 1995 base salary of the Company's Chief Executive Officer is
approximately 11.5% below the average, and the base salaries of the other
executive officers are approximately at or slightly above the average of firms
in the Compensation Peer Group.
SHORT-TERM INCENTIVES
A significant part of short-term executive compensation is based on the Key
Management Incentive Variable Compensation Plan (the "Short-Term Incentive
Plan") which provides for a bonus consisting of a percentage of base salary
related to specific measures of the Company's performance. For fiscal year 1995,
the Short-Term Incentive Plan included the following three components, each of
which was accorded equal weight: (a) operating profit, (b) return on assets, and
(c) cash flow. The amount of bonus awarded is based on the Company's performance
in each of these categories in relation to the Company's operating budget
approved at the beginning of each year by the Board of Directors. The amounts
earned by executive officers are computed on a sliding scale beginning with a
percentage of base salary (ranging from 20% to 33.3% depending on the
executive's position) for achieving 80% of the budget amount for each component
and increasing to a larger percentage of base salary (ranging
8
<PAGE>
from 50% to 100%) for achieving 120% of the budget amount. In 1995, target
levels were exceeded for each of the Company performance factors. In the
aggregate, 1995 bonuses for executive officers represented 90% of their total
bonus opportunity under these performance factors. In addition to these
performance factors, 25% of the Chief Executive Officer's bonus opportunity is
based on the achievement of annual personal goals, which are more fully
described below. The Committee also has the discretion under the Short-Term
Incentive Plan to adjust the amount of the bonus up to 20% based on individual
performance during the year. This discretionary component allows the
Compensation Committee to recognize achievements in job performance not directly
reflected in the other components. In the aggregate, discretionary bonuses for
executive officers represented 3% of their total discretionary bonus opportunity
in 1995.
LONG-TERM INCENTIVES
The Company's long-term incentive plans consist of Stock Option Plans, a
Restricted Stock Plan and a Stock Purchase Plan. Pursuant to the Stock Purchase
Plan, the executive officers of the Company purchased a total of 1,650,000
shares of common stock from the Company in 1994. The Committee believes that
this level of stock ownership, along with previous stock awards under the
Restricted Stock Plan, constitutes an appropriate level of ownership by senior
management and significantly enhances the incentive of these executive officers
to manage the Company to benefit all stockholders. In 1995, no new grants or
awards were made to named executive officers under the Restricted Stock Plan or
the Stock Option Plan and no stock was sold to them under the Stock Purchase
Plan, but, pursuant to the terms of restricted stock awards for previous years,
extraordinary dividends on Common Stock resulted in additional awards of
restricted stock to Messrs. Grey and Grimm of 7,163 and 6,632 shares,
respectively.
CHIEF EXECUTIVE OFFICER COMPENSATION
Thomas A. Gildehaus became President and Chief Executive Officer of the Company
on July 1, 1992. At that time, the Company entered into an employment agreement
with Mr. Gildehaus for a term of three years. In 1995 Mr. Gildehaus' employment
arrangement was extended. The terms of this arrangement for the period July 1,
1995 through July 1, 1998 include an annual review of base salary, participation
in applicable short-term and long-term incentive plans, life insurance and
disability benefits. Effective July 1, 1993 Mr. Gildehaus' annual base salary
rate was established at $375,000. In keeping with the Committee's philosophy of
emphasizing incentive based compensation, no adjustment was made in this salary
level for 1994 or 1995. While Mr. Gildehaus' 1995 base salary is approximately
11.5% below the average base compensation level for Chief Executive Officers in
the Compensation Peer Group, the Company's bonus program provides the
opportunity to meet or exceed the average bonus level of Chief Executive
Officers in the Compensation Peer Group, depending on the Company's performance.
Mr. Gildehaus' employment arrangement provides for an incentive bonus based on
the Company's Short-Term Incentive Plan and on the attainment of performance
goals established on an annual basis by mutual agreement between Mr. Gildehaus
and the Compensation Committee. For fiscal year 1995, 75% of Mr. Gildehaus'
bonus award was based on the Company's performance in relation to the Short-Term
Incentive Plan factors of operating profit, return on assets, and cash flow. The
Short-Term Incentive Plan targets were exceeded in 1995 for each of these
components. In addition to the foregoing factors, Mr. Gildehaus' performance was
evaluated in relation to specific goals established for 1995, which included
development and implementation of a plan for the sale of all or a substantial
part of the Company, development of the ability of the Rohn Division to achieve
significant growth, and restoration of Real Time Solutions, Inc. to acceptable
levels of profitability and growth. These factors
9
<PAGE>
are not ranked or weighted, and Mr. Gildehaus' performance in relation to them
is subjectively assessed by the Committee. Mr. Gildehaus was awarded $300,000 or
80% of his total bonus opportunity in 1995. The Committee also has discretion
under the Short-Term Incentive Plan to adjust the Chief Executive Officer's
bonus up to 20%. The Committee did not award him any discretionary bonus for
1995.
SECTION 162(m) OF THE INTERNAL REVENUE CODE
The Committee has considered the effect of Section 162(m) of the Internal
Revenue Code, which limits the tax deduction to $1 million for compensation paid
to the top five executive officers unless certain requirements are met. The
Committee does not expect that any executive officer's compensation is likely to
exceed $1 million except as a consequence of dividends that might be paid on
stock held by the Chief Executive Officer under the Restricted Stock Plan or
imputed interest on loans to purchase Company stock under the 1994 Executive
Stock Purchase Plan. Accordingly, the Committee concluded not to make any
changes in the Company's existing compensation programs at this time. The
Committee will continue to consider the impact of Section 162(m) and to assess
alternatives to minimize or eliminate any loss of tax deductions in future years
consistent with the objectives of the Company's executive compensation programs.
Compensation Committee
Darius W. Gaskins, Jr., Chair
Gene Locks
Robert B. Steinberg
William J. Williams
10
<PAGE>
COMPANY PERFORMANCE GRAPH
The following performance graph compares the Company's total stockholder return
on its Common Stock for a five year period (December 31, 1990 to December 31,
1995) with the cumulative total return of the Standard & Poor's 500 Stock Index
and a peer group of companies which comprise the Standard & Poor's Manufacturing
(Diversified Industries) Index. This graph assumes an investment of $100 on
December 31, 1990 and reinvestment of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
UNR INDUSTRIES S&P 500 S&P MFG (DIV INDS)
<S> <C> <C> <C>
1990 $100 $100 $100
1991 $136 $130 $123
1992 $272 $140 $133
1993 $354 $154 $161
1994 $346 $156 $167
1995 $674 $215 $235
</TABLE>
11
<PAGE>
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 with Mr.
Gildehaus having a term of three years. Effective July 1, 1995, Mr. Gildehaus'
employment arrangement was extended for an additional three year period. Under
this arrangement, Mr. Gildehaus' base salary will be reviewed by the
Compensation Committee on an annual basis. Mr. Gildehaus participates in the
short-term and long-term management incentive compensation plans of the Company.
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, he is entitled to receive a lump sum cash
payment equal to accrued salary and a proportionate share of bonus for the year
in which termination occurs. In addition, Mr. Gildehaus is to receive 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 of the Company
(substantially as defined below). 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 all retirement,
short-term and long-term disability, life insurance, accident insurance and any
other benefit plans maintained by the Company for senior executives.
CHANGE OF CONTROL AGREEMENTS
On March 5, 1993, UNR entered into Change of Control Agreements ("Control
Agreements") with named executive officers, Henry Grey and Victor E. Grimm, and
on July 1, 1995, the Company entered into a Control Agreement with Thomas A.
Gildehaus. These Agreements are for a term of three years, subject to renewal
for additional three year terms. On March 5, 1996, the Control Agreements of
Messrs. Grey and Grimm were renewed for additional three year terms. A Change of
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, 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 the directors in office
were nominated upon the recommendation of a majority of the Board at the
beginning of the period, or (iii) approval by stockholders of a merger,
consolidation or similar transaction (as to which those stockholders immediately
prior to such transaction are not the owners of more than 50% of the resulting
corporation's outstanding voting stock after such event) or the sale of all or
substantially all of the Company's consolidated assets.
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 base salary (and in the case of Messrs
Grey and Grimm, base 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
12
<PAGE>
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.
TRANSACTIONS WITH MANAGEMENT
Pursuant to the UNR Industries, Inc. 1994 Executive Stock Purchase Plan, Thomas
A. Gildehaus, President and Chief Executive Officer, Henry Grey, Senior Vice
President and Chief Financial Officer and Victor E. Grimm, Vice President,
Secretary and General Counsel of the Company purchased a total of 1,650,000
shares of Common Stock of the Company on September 9, 1994 at a price of $5.525
per share. The purchase price was the average of the average of the reported
high and low prices for the Company's Common Stock on the NASDAQ/NMS on each of
the five trading days preceding the purchase. Shares were paid for in cash in
the amount of the par value of the shares ($.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 Internal
Revenue 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 12), interest is applied retroactively
from the date of the note at the applicable Federal rate. Dividends and
distributions on the shares, after reduction for 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 stock is insufficient to satisfy 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 of the Company or
if the Company exercises its option to apply the shares to the notes upon the
participant's resigning or being terminated for cause. The amounts of the
promissory notes executed by Messrs. Gildehaus, Grey and Grimm on the date of
the foregoing transactions were $4,963,500, $2,757,500 and $1,378,750,
respectively. During 1995, dividends on UNR stock applied to these notes reduced
the outstanding principal amounts to $3,013,560, $1,674,200 and $837,100,
respectively.
Victor E. Grimm, Vice President, Secretary and General Counsel of UNR, is a
partner in the law firm of Bell, Boyd & Lloyd which provided certain legal
services to UNR in 1995. In 1995 the aggregate amount of legal fees for these
services was $50,075. These fees were excluded from Mr. Grimm's profit
participation at the law firm.
13
<PAGE>
PROPOSAL 2: RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as independent public accountants for UNR (and
its predecessors) for the past 33 years. The Board of Directors has retained
this firm as UNR's independent public accountants for its current fiscal year,
subject to ratification by Stockholders at the Annual Meeting. Although
submission of this proposal to a vote of Stockholders is not required by law,
management believes that such action is appropriate because the independent
public accountants ultimately are responsible to the Stockholders. The Board of
Directors unanimously recommends a vote FOR this Proposal. In the event,
however, that such approval is not given, the Board will consider the
appointment of other independent public accountants. Representatives of Arthur
Andersen LLP are expected to be present at the Annual Meeting with the
opportunity to make a statement if they so desire and to be available to respond
to appropriate questions. UNR has been advised by the Trust that it intends to
vote its shares for ratification of Arthur Andersen LLP as independent public
accountants for UNR.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of a
registered class of the Company's Securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Based solely
on a review of such reports received by it, the Company believes that during
1995 its executive officers, directors and greater than 10% Stockholders have
complied with applicable filing requirements, except that a reporting form
concerning one transaction was filed late by Thomas F. Meagher, a director
STOCKHOLDER PROPOSALS; OTHER MATTERS
Stockholder proposals for inclusion in proxy materials for the 1997 Annual
Meeting of Stockholders should be addressed to UNR's Secretary, 332 South
Michigan Avenue, Chicago, Illinois 60604, and must be received on or before
December 3, 1996.
The Company's By-Laws specify procedures for notifying the Secretary of business
to be properly brought before any meeting of Stockholders. A copy of the By-Laws
may be obtained from UNR's Secretary.
14
<PAGE>
At this time, the Board of Directors is not aware of any other matters to be
presented for action at the Annual Meeting other than those presented above in
this Proxy Statement. If any other business should properly come before the
Annual 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.
By Order of the Board of Directors
Victor E. Grimm
SECRETARY
Chicago, Illinois
April 3, 1996
ANY STOCKHOLDER MAY OBTAIN A COPY OF UNR'S 1995 ANNUAL REPORT ON FORM 10-K TO
THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT CHARGE BY WRITING TO UNR
INDUSTRIES, INC. AT 332 SOUTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60604,
ATTENTION: HENRY GREY, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.
15
<PAGE>
UNR INDUSTRIES, INC.
332 SOUTH MICHIGAN AVENUE PROXY/VOTING INSTRUCTION CARD
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 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 Annual Meeting of
Stockholders to be held on May 9, 1996 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). 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>
PLEASE MARK YOUR
/X/ VOTES AS IN THIS
EXAMPLE.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS
FOR all nominees listed on the reverse WITHHELD as to
side, except as listed below ALL Nominees
/ / / /
To withhold authority to vote for any individual nominee(s), write the
name(s) of the nominee(s) on the line below.
---------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment
of Arthur Andersen LLP as / / / / / /
independent public accounts of
UNR Industries Inc.
3. 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 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(s)
- --------------------------------------------------------------------------------
Signature Date(s)
