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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
/X/ Definitive Information Statement
UNR Industries, Inc.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (check the appropriate box):
/ / $125 per Exchange Act Rules O-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
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/X / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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UNR INDUSTRIES, INC.
332 South Michigan Avenue
Chicago, Illinois 60604
July 29, 1996
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INFORMATION STATEMENT
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GENERAL
This Information Statement is being sent to the holders of common stock ("Common
Stock") of UNR Industries, Inc., a Delaware corporation (the "Company"), on
behalf of the Board of Directors of the Company, to notify stockholders of
record at the close of business on July 26, 1996 of the action by written
consent of the majority stockholder of the Company adopting a resolution (the
"Resolution") approving the plan (the "Plan") of the Board of Directors to take
all action necessary to receive proposals for the sale of the Company's Leavitt,
Commercial Products, Home Products and Real Time Solutions Divisions and
authorizing the sale (the "Sale") of the Leavitt Division pursuant to a
definitive agreement for its sale.
The Resolution was adopted by the UNR Asbestos-Disease Claims Trust ("Trust"),
the holder of 56.1% of the 52,435,160 shares of outstanding Common Stock, by
delivery of its written consent to the Company in accordance with Section 228 of
the Delaware General Corporation Law and delivered to the Company on July 26,
1996.
The Board of Directors has established a record date of July 26, 1996 for
stockholders entitled to receive this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY OR A CONSENT AND YOU ARE REQUESTED NOT TO SEND
US A PROXY OR A CONSENT.
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BACKGROUND
On September 7, 1995, the Company announced its intention to sell the entire
Company. The Company had previously been offered for sale in 1993, but that
effort did not generate satisfactory bids, primarily because of certain
unresolved legal and tax related issues. Those issues were largely resolved in
1994 and 1995. In the course of offering the Company for sale in 1995, it
became apparent that there was substantial interest in each of the individual
operating divisions. However, there was not a similarly strong interest in the
acquisition of the entire Company, and the Board of Directors concluded that the
bids received for the Company as a whole did not represent the Company's full
value.
In January 1996, based upon the interest expressed by potential buyers in the
Company's operating divisions and on the attractive past performance and future
growth potential of the Company's ROHN Division, the Board of Directors made the
strategic decision to sell four of the Company's operating divisions, Leavitt
Tube, UNARCO Commercial Products, UNR Home Products, and Real Time Solutions,
Inc., and adopted the Plan. The Board determined that the Company's energies
and resources should be focused on the opportunity provided by ROHN for future
growth and profitability. Accordingly, the Company retained J.P. Morgan
Securities Inc. to assist in the sale of the other four divisions (the
"Divisions"). Pursuant to an auction process conducted by J.P. Morgan, the
Company has entered into definitive agreements to sell the assets of the two
largest of the four Divisions, Leavitt Tube and UNARCO Commercial Products. The
sale of the Commercial Products Division was closed on July 26, 1996.
REASON FOR INFORMATION STATEMENT
Section 271 of the Delaware General Corporation Law ("DGCL") in effect requires
approval by the holders of a majority of the outstanding Common Stock of the
sale of ". . . all or substantially all of its property and assets, including
its goodwill and its corporate franchises . . ." While the Company does not
believe that the sale of any or all of the Divisions constitutes the sale of all
or substantially all of the Company's property and assets (and believes that the
market value of all of the Divisions is less than 35% of the Company's total
market value), the proposed purchaser of the Leavitt Division has requested that
stockholder approval be obtained for the Sale and the Company has agreed to do
so. Such approval could be obtained under Section 228 of the DGCL simply by the
Trust executing a written consent to such action. However, under the rules and
regulations of the Securities and Exchange Commission ("SEC"), an information
statement complying with Regulation 14C promulgated under Section 14(c) of the
Securities Exchange Act of 1934 (the "Exchange Act") must be sent to holders of
Common Stock at least 20 calendar days prior to the time the corporate action
may be taken. Because of the incorporation by reference into this Information
Statement of certain information not accompanying it, such action cannot be
taken prior to 20 business days after the mailing date of this Information
Statement, or August 26, 1996 (the "Action Date").
CURRENT STATUS
The Board of Directors of the Company deems it expedient and in the best
interests of the Company to sell the Divisions, and has approved the two
definitive agreements described below.
On May 15, 1996, the Company entered into a Sale and Purchase Agreement, amended
as of July 1, 1996 (the "Chase Brass Agreement"), with Chase Brass Industries,
Inc. and Leavitt Structural Tubing Co. providing for the sale of the Leavitt
Division to Chase Brass for a purchase price of $95,000,000 in cash and the
assumption of certain liabilities. The purchase price is subject to adjustment
based on a calculation of the net assets of the Leavitt Division at the closing.
The closing was originally scheduled for July 1, 1996, but has been postponed by
agreement of the parties. It is currently expected that such closing will occur
on or about August 30, 1996. The
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termination date of the Chase Brass Agreement has also been extended by
agreement of the parties from August 31, 1996 to September 30, 1996.
On June 18, 1996, the Company entered into a Sale and Purchase Agreement (the
"Richards Capital Agreement") with Richards Capital Fund, L.P., providing for
the sale of the Commercial Products Division of the Company for a purchase price
consisting of $41,000,000 in cash and the assumption of certain liabilities.
The purchase price is subject to adjustment based on an audit of the working
capital of the Commercial Products Division at the closing. The closing under
the Richards Capital Agreement occurred on July 26, 1996. That sale was not
delayed to obtain specific approval by the Trust and the circulation of this
Information Statement.
As of the date of this Information Statement, the Company has not entered into
definitive agreements to sell its Home Products Division or the stock of Real
Time Solutions, Inc. ("RTS"). However, the Company is engaged in active
negotiations for the sale of both the Home Products Division and RTS, and may
enter into agreements to sell either or both in the very near future.
The Chase Brass Agreement and the Richards Capital Agreement are standard
agreements relating to the sale of operating assets and the assumption of
liabilities, provide for adjustments of the agreed upon purchase price based on
audits of the operations as of the closing, contain typical representations and
warranties of the seller with respect to its organization, power and authority,
financial statements, liabilities, title to assets, licenses and permits,
proprietary rights, contractual obligations, litigation, the absence of material
adverse changes, compliance with laws, environmental matters, employee and labor
matters and employee benefits, and other matters. There are also typical
covenants of the purchasers and the seller, and limited representations and
warranties of the purchasers. There are typical conditions to the obligations
of the purchasers and the seller to closing, and indemnification obligations for
breaches of representations and warranties and other matters.
Stockholder approval with respect to Chase Brass Agreement, the Richards Capital
Agreement, or other agreements that may be entered into with respect to the Home
Products Division or RTS is not being sought by this Information Statement. The
written consent of the Trust adopts the Resolution, which approves the Plan and
authorizes the sale of the Leavitt Division pursuant to the terms of the Chase
Brass Agreement. The Trust has not been asked to approve the terms of sale of
any of the other Divisions.
Copies of the Chase Brass Agreement and the Richards Capital Agreement have been
filed as exhibits to the Company's Current Report on Form 8-K filed with the SEC
on July 24, 1996. Stockholders wishing to review or receive copies of such
Agreements may do so pursuant to the procedures noted under "Available
Information" and "Incorporation of Certain Information by Reference."
FINANCIAL INFORMATION
Pursuant to the Board of Directors' determination to sell the Divisions, they
have been treated as discontinued operations in the Company's 1995 Annual Report
to Stockholders, the Company's 1995 Annual Report to the SEC on Form 10-K, the
Company's First Quarter 1996 Report to Stockholders and the Company's First
Quarter 1996 Report to the SEC on Form 10-Q. All such reports present the
financial performance of ROHN on a stand-alone basis, restating prior year
financials to reflect the past performance of ROHN, and contain additional
financial information with respect to the results of operations and financial
position of the Divisions, in the aggregate. Item 6 of the Annual Report to the
SEC on Form 10-K for the year ended December 31, 1995 contains Selected
Financial Data on the same basis for the five years ended December 31, 1995.
Certain of the foregoing financial statements and financial information are
included in the documents incorporated herein by reference. See "Incorporation
of Certain Information by Reference."
RIGHTS OF APPRAISAL
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There are no rights of appraisal afforded by the DGCL to stockholders who
dissent from a sale of all or substantially all assets of a Delaware
corporation.
FEDERAL INCOME TAX CONSEQUENCES
The sale of the Divisions is expected to result in a gain for federal income tax
purposes. The Company will pay any federal income tax on such gain.
REGULATORY APPROVALS
The only regulatory approval for the sale of the Divisions of which the Company
is currently aware is the requirement to submit information to the Federal Trade
Commission and Department of Justice in connection with the Chase Brass
Agreement pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and the rules and regulations thereunder. Such submissions were made and early
termination of the applicable waiting period was effected by the Federal Trade
Commission on June 7, 1996. The Richards Capital Agreement does not require
such submissions, and it is not yet known whether agreements to sell the Home
Products Division or RTS will require such filings. If so, the filings will be
made and the transactions will not be consummated until expiration of the
applicable waiting period.
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VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth information as of July 26, 1996 regarding
beneficial ownership of Common Stock by: (i) each person or group that has
reported beneficial ownership of more than five percent of Common Stock
outstanding, and (ii) executive officers and directors of the Company.
COMMON STOCK
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Number of
Shares
Beneficially Percent
Owned (1) of Class (3)
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PRINCIPAL SECURITYHOLDERS
UNR Asbestos-Disease Claims Trust (2). . . . . . . 29,437,004 56.1%
100 North Lincolnway
North Aurora, IL 60542
DIRECTORS AND EXECUTIVE OFFICERS
Charles M. Brennan, III. . . . . . . . . . . . . . 12,336 ___
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 . . . . . . . . . . . . . . . . . . . . 18,894 ___
Ruth R. McMullin . . . . . . . . . . . . . . . . . 32,811 ___
Thomas F. Meagher. . . . . . . . . . . . . . . . . 16,136 ___
Robert B. Steinberg. . . . . . . . . . . . . . . . 15,336 ___
William J. Williams. . . . . . . . . . . . . . . . 11,000 ___
All directors and executive officers as a group. . 2,029,206 3.9%
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(1) Unless otherwise noted, the persons listed beneficially own 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
shares of Common Stock owned by the Trust 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.
MARKET PRICE OF COMMON STOCK
The common stock of the Company is traded in the over-the-counter market on the
Nasdaq National Market under the symbol "UNRI." The following table sets forth
for the periods indicated the high and low sales prices as reported by Dow Jones
Business Information Services.
HIGH LOW
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1994:
First quarter. . . . . . . . . . . . . . $7-1/8 $5-5/8
Second quarter . . . . . . . . . . . . . 6 5-1/4
Third quarter. . . . . . . . . . . . . . 6-1/8 5-1/8
Fourth quarter . . . . . . . . . . . . . 6-5/8 5-7/8
1995:
First quarter. . . . . . . . . . . . . . 7-1/8 5-1/4
Second quarter . . . . . . . . . . . . . 7-7/8 5-3/8
Third quarter. . . . . . . . . . . . . . 9-3/4 7-1/4
Fourth quarter . . . . . . . . . . . . . 9-3/8 7-7/16
1996:
First quarter. . . . . . . . . . . . . . 9 7-5/8
Second quarter . . . . . . . . . . . . . 10 7-15/16
Third quarter (through July 24). . . . . 9-7/8 9-1/8
On July 24, 1996, the closing sale price of the Common Stock as reported by
Nasdaq was $9-1/8 per share.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Exchange Act, and in accordance therewith, files reports, proxy statements and
other information with the SEC. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661-2511 and
at Seven World Trade Center (13th Floor), New York, New York 10019. Copies of
such material may be obtained by mail from the Public Reference Section of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock is quoted on the Nasdaq National Market and
certain of the Company's reports, proxy materials and other information can be
inspected at the offices of Nasdaq, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed with the SEC by the Company (File No.
1-8009) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
3. The Company's Current Report on Form 8-K filed July 24, 1996.
All reports and definitive proxy or information statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Information Statement and prior to the Action Date shall be
deemed to be incorporated by reference into this Information Statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any such statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
THIS INFORMATION STATEMENT INCORPORATES CERTAIN DOCUMENTS OF THE COMPANY BY
REFERENCE WHICH ARE NOT PRESENT HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS
(INCLUDING EXHIBITS THERETO) ARE AVAILABLE TO ANY PERSON TO WHOM THIS
INFORMATION STATEMENT IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, WITHOUT
CHARGE, DIRECTED TO VICTOR E. GRIMM, SECRETARY, UNR INDUSTRIES, INC., 332 SOUTH
MICHIGAN AVENUE, CHICAGO, ILLINOIS 60606, TELEPHONE NUMBER (312) 341-1234.
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