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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of the earliest event reported): August 30, 1996
UNR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8009 36-3060977
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
332 SOUTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60604-4385
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (312)341-1234
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ITEM 2. DISPOSITION OF ASSETS.
On January 26, 1996, the registrant announced that it would begin
discussions with multiple parties regarding the sale of four of its five
operating divisions, including its UNR Leavitt Division, a producer of
mechanical and structural steel tubing. The registrant engaged J.P. Morgan
Securities Inc. to act as its financial adviser and to provide other
services, including assistance in identifying qualified purchasers,
soliciting acquisition proposals and negotiating financial aspects of
proposed acquisitions. As a result of this process, the registrant entered
into a definitive Sale and Purchase Agreement on May 15, 1996, to sell
substantially all the operating assets and business of its UNR Leavitt
Division to Chase Brass Industries, Inc. for $95 million in cash, subject to
certain closing adjustments. The sale of the UNR Leavitt Division was
consummated on August 30, 1996. The terms of the acquisition, including the
cash consideration paid, were determined through arm's-length negotiations.
Net assets of the UNR Leavitt Division are classified as "Net assets of
discontinued operations" in the registrant's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The exhibits to this report are listed in the Exhibit Index set forth
below.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNR INDUSTRIES, INC.
September 11, 1996 By: /s/ VICTOR E. GRIMM
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Victor E. Grimm
Vice President and Secretary
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UNR INDUSTRIES, INC.
Exhibit Index
Exhibit
Number Description of Exhibit
2.1 Sale and Purchase Agreement, dated May 15, 1996, among Chase Brass
Industries, Inc., Leavitt Structural Tubing Co. and UNR Industries,
Inc., together with Amendment No. 1 to Sale and Purchase Agreement,
dated July 1, 1996 (INCORPORATED BY REFERENCE TO EXHIBIT 1 TO THE
COMPANY'S CURRENT REPORT ON FORM 8-K FILED JULY 24, 1996).
2.2 Amendment No. 2 to Sale and Purchase Agreement, dated August 29,
1996, among Chase Brass Industries, Inc., Leavitt Tube Company,
Inc., UNR Industries, Inc., and Leavitt Structural Tubing Co.
EXHIBIT 2.2
AMENDMENT NO. 2
TO SALE AND PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SALE AND PURCHASE AGREEMENT (the "AMENDMENT") is
made as of the 29th day of August, 1996, by and among CHASE BRASS INDUSTRIES,
INC., a Delaware corporation ("CBI"), LEAVITT TUBE COMPANY, INC.
("PURCHASER"), a Delaware corporation and wholly-owned subsidiary of CBI, UNR
INDUSTRIES, INC., a Delaware corporation ("UNR"), and LEAVITT STRUCTURAL
TUBING CO., a Delaware corporation and a wholly-owned subsidiary of UNR
("LST" and collectively with UNR "SELLER"), to amend that certain Sale and
Purchase Agreement dated as of May 15, 1996, by and among CBI, UNR and LST as
amended by Amendment No. 1 to Sale and Purchase Agreement dated July 1, 1996,
by and among CBI, Purchaser, UNR and LST (as amended, the "PURCHASE
AGREEMENT"). The Purchase Agreement has been assigned by CBI to, and assumed
by, Purchaser pursuant to that certain Assignment and Assumption Agreement
dated June 26, 1996 ("ASSIGNMENT").
a) DEFINITIONS. Unless the context indicates otherwise,
capitalized terms used but not defined in this Amendment and defined in the
Purchase Agreement shall have the meanings ascribed to them in the Purchase
Agreement.
b) SECTION 1.2.6. Section 1.2.6 of the Purchase Agreement hereby
is amended to read in its entirety as follows:
"1.2.6 All of the rights and benefits accruing to Seller under or
pursuant to (i) the receivables, contracts, agreements, arrangements,
commitments, open purchase orders for capital equipment and blanket
purchase orders identified in Schedule 1.2.6 (the "Purchased
Contracts"), (ii) Sections 5 and 6 of that certain Change of Control
Agreement dated September 15, 1993, between UNR and Roy Herman to the
extent such rights relate to the Businesses, including without
limitation the rights to specifically enforce such sections of such
Change of Control Agreement, together with any and all additional
rights of Seller under such Change of Control Agreement to the extent
necessary to enable the Purchaser to enforce such rights and (iii) the
Termination Agreement dated August 28, 1996, to the extent related to
the Businesses, including without limitation rights under Section 7
thereof."
c) SECTION 2.1.1. Section 2.1.1 of the Purchase Agreement hereby is
amended by deleting the reference to $95,000,000 contained therein and replacing
such reference with "$92,719,375.00."
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d) SECTION 2.4.11.A. Section 2.4 of the Purchase Agreement hereby is
amended by adding immediately following Section 2.4.11 thereof a new Section
2.4.11.A to read in its entirety as follows:
"2.4.11.A Any liability of Seller for payments due or benefits to be
provided pursuant to the Change of Control Agreement dated
September 15, 1993, by and between UNR and Roy Herman or the
Termination Agreement dated August 28, 1996, between UNR and Roy
Herman."
e) SECTION 3.1. Section 3.1 of the Purchase Agreement hereby is amended
to read in its entirety as follows:
3.1 TIME AND PLACE OF CLOSING. The closing of the sale of the
Purchased Assets and the Shares shall take place at Bell, Boyd &
Lloyd, Three First National Plaza Room 3300, Chicago, Illinois at
10:00 o'clock A.M. local time, on August 30, 1996; provided, however,
that if any conditions to the obligations of the parties under this
Agreement has not been satisfied or waived by said date, then the
closing shall take place on a subsequent date, which shall be
determined by the mutual agreement of Purchaser and Seller (unless
this Agreement is earlier terminated pursuant to Section 11.4 hereof).
Throughout this Agreement, such event is referred to as the "Closing,"
provided that the effective time of the Closing shall be as provided
in Section 3.3 hereof and such date and effective time shall be
referred to as the "Closing Date."
f) SECTION 3.2.5; SECTION 3.4.4; SCHEDULE 3.4.
a. Section 3.2.5 of the Purchase Agreement hereby is amended to
read in its entirety as follows:
3.2.5 Purchaser shall pay to the Seller the Cash
Consideration by delivering the Seller by wire transfer the sum of
$92,719,375 minus any amount paid pursuant to Section 3.2.6 hereof.
b. Section 3.4.4 of the Purchase Agreement hereby is amended by
deleting all references to "$62,819,245" in each place where such number is
written in Section 3.4.4. and replacing all such references with
"$60,319,245"; and
c. Schedule 3.4.4 of the Purchase Agreement hereby is amended by
changing the heading reference thereto to SCHEDULE 3.4.
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g) SECTION 3.3. Section 3.3 of the Purchase Agreement hereby
is amended to read in its entirety as follows:
3.3 EFFECTIVE TIME. The transfer of the Purchased Assets
and the Shares shall be deemed to occur at 12:01 o'clock A.M. Chicago,
Illinois time on the Closing Date, unless the Closing Date is the last
Business Day of the month, in which case the transfer of the Purchased
Assets and the Shares shall be deemed to occur at 11:59 o'clock P.M.
Chicago, Illinois time on the Closing Date (the "EFFECTIVE TIME").
All of the transactions described in Section 3.2, and otherwise under
this Agreement as occurring on the Closing Date, shall be deemed to
occur simultaneously, and none shall be deemed completed until all are
completed.
h) SECTION 3.4.1. The second paragraph of Section 3.4.1 of the Purchase
Agreement hereby is amended to delete the word "and" before subclause (f) of
clause (5) and to add to the end of such clause (5) a new subclause (g) to read
as follows:
"and (g) unpaid personal and real property taxes on Purchased Assets
related to periods prior to the Closing,"
i) SECTION 6.7.1. Section 6.7.1 of the Purchase Agreement hereby is
amended to read in its entirety as follows:
"6.7.1 Purchaser shall offer at will employment, on terms and
conditions substantially equivalent to those currently in effect,
including the compensation levels set forth in Schedule 6.7.1 hereto,
effective on the Closing Date, to all regular full time and part time
employees of the Businesses as of the Closing Date other than Roy
Herman (including employees on short term disability when the short
term disability period terminates but excluding employees covered by
collective bargaining agreements). Those employees accepting
employment with the Purchaser are referred to herein as the 'Continued
Employees'."
j) SECTION 6.7.6. Clause (i) of Section 6.7.6 of the Purchase Agreement
hereby is amended to read in its entirety as follows:
"(i) [INTENTIONALLY DELETED]"
k) SECTION 9.3. A new Section 9.3 is hereby added to the
Purchase Agreement to read as follows:
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9.3 VACATION OF PUBLIC ALLEY. Seller hereby agrees to use its
best efforts to cause that certain public alley between Lots 8 through
12 and Lots 23 through 27, in Block 1, LaSalle Addition, in the City
of Hammond, as shown in Plat Book 14, Page 28, in Lake County, Indiana
(the "ALLEY"), which underlies the parcel of Purchased Real Estate
located at 4923 Columbia Avenue, Hammond, Indiana ("HAMMOND
FACILITY"), to be vacated by the City of Hammond, Indiana as soon as
practicable after the Closing.
l) SECTION 13.1. Section 13.1 of the Purchase Agreement hereby is
amended as follows:
a. by deleting the word "and" at the end of clause (vii);
b. by deleting the period at the end of clause (viii) and adding ";
and" in place thereof; and
c. by adding a new clause (ix) to read as follows:
"(ix) the encroachment of the Hammond Facility on and over the
Alley, including without limitation any fines or penalties imposed upon
Purchaser as a result of such encroachment and all costs and expenses
incurred by Purchaser as a result of any order or directive of any state,
city or local governmental agency having jurisdiction over the Alley or
the Hammond Facility requiring Purchaser to remove or modify the building
and/or improvements located at the Hammond Facility as a result of such
encroachment in order to continue to utilize and maintain ownership of the
Hammond Facility and the buildings and improvements located thereon on the
same terms as currently utilized."
m) INCORPORATION BY REFERENCE. Sections 11.2, 11.4, 11.6, 11.7, 11.9,
11.10 and 11.11 of the Purchase Agreement are incorporated herein by reference.
As hereby amended, the Purchase Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date above first written.
CHASE BRASS INDUSTRIES, INC.
By: /s/MARTIN V. ALONZO
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Martin V. Alonzo,
President and Chief Executive Officer
LEAVITT TUBE COMPANY, INC.
By: /s/PETER H. SANTORO
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Peter H. Santoro,
Vice President
UNR INDUSTRIES, INC.
By: /s/THOMAS A. GILDEHAUS
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Thomas A. Gildehaus,
President and Chief Executive Officer
LEAVITT STRUCTURAL TUBING CO.
By: /s/THOMAS A. GILDEHAUS
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Thomas A. Gildehaus,
President and Chief Executive Officer
