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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report - December 18, 1997
Date of Earliest Event Reported - December 17, 1997
ROHN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8009 36-3060977
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
6718 West Plank Road, Peoria, Illinois 61604
(Address of Principal Executive Office) (Zip Code)
(309) 697-4400
(Registrant's Telephone Number, Including Area Code)
UNR Industries, Inc.
(Former name or former address if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 17, 1997 at the annual meeting of stockholders of the
Registrant, a proposal to change the name of the Registrant from UNR
Industries, Inc. to ROHN Industries, Inc. was approved by a majority vote of
the outstanding shares of Registrant. On December 17, 1997 an amended and
restated Certificate of Incorporation was filed with the Delaware Secretary of
State changing the name of the Registrant from UNR Industries, Inc. to ROHN
Industries, Inc., modernizing and simplifying the language of Article III
concerning corporate purposes and eliminating obsolete provisions concerning
expired warrants to purchase common stock, a copy of which is attached as
Exhibit 3.5
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 3.5 Amended and Restated Certificate of Incorporation.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROHN Industries, Inc.
Date: December 18, 1997 By /s/ Timothy W. Kirk
_______________________________
Timothy W. Kirk, Vice President,
Secretary and General Counsel
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNR
INDUSTRIES, INC.
__________________________________
UNDER SECTION 245 OF THE DELAWARE
CORPORATION LAW
__________________________________
We, the duly elected President and Secretary of UNR Industries, Inc., do
hereby certify as follows:
FIRST: That the name of the corporation is UNR Industries, Inc., which
shall herewith be changed to ROHN Industries, Inc.
SECOND: That the Certificate of Incorporation of the corporation was
filed by the Secretary of State, Dover, Delaware, on the 8th day of August,
1979.
THIRD: That the amendments and the restatement of the Certificate of
Incorporation have been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware by
the corporation's stockholders by an affirmative vote representing at least a
majority of the outstanding stock of the corporation entitled to vote thereon.
FOURTH: That the text of the Certificate of Incorporation of said UNR
Industries, Inc., as amended, is hereby restated as further amended by this
Certificate, to read in full, as follows:
SEE ATTACHED "EXHIBIT A"
EXHIBIT 3.5
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IN WITNESS WHEREOF, we have signed this Certificate this 17th day of
December, 1997.
/s/ Brian B. Pemberton
__________________
Brian B. Pemberton
President
ATTEST:
/s/ Victor E. Grimm
___________________
Victor E. Grimm
Secretary
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EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ARTICLE I
NAME
The name of the corporation is ROHN Industries, Inc.
ARTICLE II
REGISTERED AGENT AND PRINCIPAL OFFICE
The address of its registered office in the State of Delaware is 1013
Center Road, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Prentice Hall Corporation System, Inc.
ARTICLE III
PURPOSES
The nature of the business and the objects and purposes to be transacted,
promoted and carried on, are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
CAPITAL STOCK
The total number of shares of capital stock which the corporation shall
have authority to issue is 60,000,000 shares which shall consist of 60,000,000
shares of Common Stock with a par value of $.01 per share (hereinafter called
"Common Stock"). Each share of Common Stock shall be entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. Each holder of Common Stock shall be entitled to cast one
vote for each share at all meetings of stockholders. Each share of Common Stock
shall entitle the holder thereof to share ratably in all assets available for
distribution to holders of the Common Stock in the event of any liquidation,
dissolution or winding-up of the corporation, but no share of Common Stock
shall entitle the holder thereof to any pre-emptive or subscription rights in
respect of any securities of the corporation.
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ARTICLE V
POWERS OF BOARD OF DIRECTORS
In furtherance and not in limitation of the powers conferred elsewhere in
this Certificate of Incorporation or by statute, the Board of Directors is
hereby expressly granted the following powers:
A. The Board of Directors shall have power without the assent or vote of
the stockholders to make, alter, amend, change, add to or repeal the By-Laws of
the corporation; to fix and vary amounts of money, property or securities to be
reserved for any proper purpose; to authorize and cause to be executed
mortgages and liens upon all or any part of the property of the corporation; to
determine the use and disposition of any surplus or net profits; and to fix the
times for the declaration and payment of dividends.
B. In addition to the powers and authorities expressly conferred upon
the Board of Directors elsewhere in this Certificate of Incorporation or by
statute, the Board of Directors is hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the corporation
under the provisions of the General Corporation Law of Delaware and not
specifically prohibited or limited by the provisions of this Certificate of
Incorporation or any By-Laws from time to time made by the stockholders;
provided, however, that no By-Laws so made shall invalidate any prior act of
the Board of Directors which would have been valid if such By-Law had not been
made.
ARTICLE VI
CREDITOR OR STOCKHOLDER COMPROMISES; RECEIVERSHIP
Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this corporation under the provisions
of section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
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ARTICLE VII
MEETING OF STOCKHOLDERS
Elections of directors need not be by written ballot unless the By-Laws of
the corporation shall so provide.
ARTICLE VIII
LIMITATION ON LIABILITY OF DIRECTORS
To the fullest extent that the General Corporation Law of the State of
Delaware, as it exists on the date hereof or as it may hereafter be amended,
permits the limitation or elimination of the liability of directors, no
director of the corporation shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
No amendment to or repeal of this Article shall apply to or have any effect on
liability or alleged liability of any director of the corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
