<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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/ / 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:
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(4) Date Filed:
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<PAGE>
[UNR INDUSTRIES LOGO]
UNR INDUSTRIES, INC.
6718 WEST PLANK ROAD
PEORIA, ILLINOIS 61604
- ---------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS OF
UNR INDUSTRIES, INC.
- ---------------------------------
To the Stockholders of UNR Industries, Inc.:
Notice is hereby given that the 1997 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 September 4, 1997, at 10:00 a.m., local time, for the
purpose of considering and voting upon:
(1) Election of five directors to serve until the 1998 Annual Meeting of
Stockholders or until their successors are elected and qualify;
(2) Approval of an Amended and Restated Certificate of Incorporation changing
the Company's name from "UNR Industries, Inc." to "ROHN Industries, Inc."
and modernizing the Company's charter.
(3) Ratification of the appointment of the firm of Arthur Andersen LLP as UNR's
independent public accountants for 1997; and
(4) 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 July 18, 1997 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 ten days prior 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
July 30, 1997
<PAGE>
[UNR INDUSTRIES LOGO]
UNR INDUSTRIES, INC.
6718 West Plank Road
Peoria, Illinois 61604
July 30, 1997
- ---------------------------------
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 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 September
4, 1997 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 July 18, 1997 (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, 52,543,691 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 five 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 five 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, FOR approval of the Company's Amended and Restated
Certificate of Incorporation and FOR ratification of the appointment of the firm
of Arthur
1
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Andersen LLP as UNR's independent public accountants for 1997, 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.
Election of each director requires the affirmative vote of the holders of a
plurality of the shares of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the meeting. Approval of the
proposed Amended and Restated Certificate of Incorporation requires the
affirmative vote of the holders of a majority of the outstanding shares of the
Company's Common Stock, and ratification of the appointment of UNR's independent
public accountants requires the affirmative vote of the holders of a majority of
the shares of the Company's Common Stock present in person or by proxy and
entitled to vote at the meeting. A proxy submitted by a stockholder may indicate
that all or a portion of the shares of Common Stock represented by such proxy is
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 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. 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 number of votes
on any question. Non-voted and abstaining shares will have no effect on the
election of directors or ratification of the appointment of accountants, and
will have the effect of "No" votes on the proposed Amended and Restated
Certificate of Incorporation.
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.
2
<PAGE>
STOCK OWNERSHIP
The following table sets forth information as of July 1, 1997 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, (ii) UNR executive officers and directors.
<TABLE>
<CAPTION>
COMMON STOCK
--------------------------
Amount and
Nature of
Beneficial Percent
Beneficial Owner Ownership(1) of Class
- ------------------------------------------------------------------- ------------- -----------
<S> <C> <C>
Principal Stockholders
UNR Asbestos-Disease Claims Trust (2) ............................. 29,348,051 55.8%
100 North Lincolnway
North Aurora, IL 60542
Directors and Executive Officers
Charles M. Brennan, III............................................ 14,836 --
Darius W. Gaskins, Jr.............................................. 49,336 --
Thomas A. Gildehaus (3)............................................ 859,105 1.6%
Henry Grey (3)..................................................... 423,601 --
Victor E. Grimm (3)................................................ 196,656 --
Gene Locks......................................................... 18,894 --
Ruth R. McMullin................................................... 32,411 --
Thomas F. Meagher.................................................. 17,333 --
Brian B. Pemberton................................................. 100,000 --
Robert B. Steinberg................................................ 15,336 --
William J. Williams................................................ 11,000 --
All directors and executive officers as a group.................... 1,738,508 3.3%
</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 (13,164 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
29,348,051 Trust shares because they collectively possess the 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) Messrs. Gildehaus, Grey and Grimm resigned their positions as Executive
Officers, and in the case of Mr. Gildehaus as a director, on the termination
of their employment on April 11, 1997, June 30, 1997 and December 31, 1996,
respectively.
(4) Percentage ownership is not shown for directors or officers owning less than
one percent of the outstanding Common Stock.
3
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MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors, pursuant to the UNR By-Laws, has determined that the
authorized number of directors shall be five persons. The five 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.
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 55 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 57 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). Other
directorships: Northwestern Steel and Wire Company, a producer of
steel and wire products; Sapient Corporation, a software company;
Anacomp Incorporated, a micrographics supplier. Chair of UNR's
Compensation Committee, and member of the Executive Committee.
Gene Locks.................. 1989 60 Chairman of the Board of UNR Industries, Inc. (May 1991 to present);
Founding partner, Greitzer & Locks, attorneys. Member of Trustees
Advisory Committee to UNR Asbestos-Disease Claims Trust (June 1989
to present). Other directorships: Chairman of the Board, Apex
Teletech Resources, Inc. Member of UNR's Executive and Compensation
Committees.
</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>
Ruth R. McMullin............ 1990 55 Chair, Trustees of the Eagle-Picher Personal Injury Settlement Trust
(November 1996 to present); 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). 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.
Brian B. Pemberton.......... 1997 52 President and Chief Executive Officer of UNR Industries, Inc.
(commencing April 14, 1997); President and Chief Executive Officer,
American Mobile Satellite Corporation, a common carrier providing
satellite-based mobile voice and data services to North America
(1990 to December 31, 1996). Other directorships: AC Nielsen
Corporation, provider of market research.
</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 seven times during 1996. The Board has an Audit
Committee, a Compensation Committee and certain other committees. The Board does
not have a standing Nominating Committee. During 1996, no 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.
5
<PAGE>
The Audit Committee consists 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
three times during 1996.
The Compensation Committee consists 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 three times during 1996.
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
<S> <C> <C> <C> <C> <C> <C> <C>
-------------------------- -------------------------
<CAPTION>
Other
Annual Restricted Securities
Compen- Stock Underlying
Salary Bonus sation Awards Options All Other
Name and Principal Position Year ($) ($) ($)(1) ($)(2) (#)(3) Compensation($)
- ------------------------------ ---- ------- ------- -------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Gildehaus........... 1996 375,000 300,000 205,079 -- -- 22,298 (4)
President and Chief 1995 375,000 300,000 324,091 -- -- 71,107 (5)
Executive Officer 1994 375,000 335,000 119,090 163,125 -- 70,126 (5)
Henry Grey.................... 1996 197,700 135,000 113,933 -- -- 12,033 (5)
Senior Vice-President and 1995 190,100 130,000 180,051 48,491 -- 32,763 (6)
Chief Financial Officer 1994 190,100 131,000 66,161 59,375 -- 30,972 (6)
Victor E. Grimm............... 1996 183,900 91,000 56,966 -- -- 760,495 (5)
Vice-President 1995 182,000 85,000 90,025 44,898 -- 28,254 (6)
General Counsel 1994 182,000 85,000 33,081 56,875 -- 26,373 (6)
and Secretary
</TABLE>
- ------------
(1) Represents imputed annual interest at 7% (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.
(2) 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, 1996 Mr. Gildehaus held 30,000
shares of restricted stock valued at $183,750. Mr. Gildehaus was entitled to
receive all dividends on restricted stock held by him. Mr. Gildehaus'
restricted stock was 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
number of shares and the value of the restricted stock held by Mr. Grey and
Mr. Grimm, respectively, on December 31, 1996 was 26,321 shares valued at
$161,216 and 24,370 shares valued at $149,266. Messrs. Grey and Grimm were
entitled to receive dividends on restricted stock held by them. The
restricted stock of Messrs. Gildehaus, Grey and Grimm became vested on the
termination of their employment on April 11, 1997, June 30, 1997 and
December 31, 1996, respectively.
(3) No stock options were granted to executive officers in the years 1994, 1995
and 1996.
6
<PAGE>
(4) The amounts shown for 1994, 1995 and 1996 include the Company's
contributions to Mr. Gildehaus' 401(k) plan of $2,703, $3,234 and $3,325,
respectively; contributions to Mr. Gildehaus' account in the UNR Employees
Profit Sharing Plan of $13,500, $13,500 and $6,000, respectively;
contributions to Mr. Gildehaus' account in the UNR Industries, Inc.
Supplemental Executive Retirement Plan of $49,950, $50,400 and $9,000,
respectively, for 1994, 1995 and 1996; and annual life insurance premiums of
$3,973, $3,973, and $3,973, respectively.
(5) 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 1994, 1995 and 1996 were $2,703, $3,234, and $3,325, respectively;
contributions to the Profit Sharing Plan for the years 1994 , 1995 and 1996
were $13,500, $13,500 and $6,000, respectively; and the contributions to the
Supplemental Executive Retirement Plan for 1994, 1995 and 1996 were $14,769,
$16,029 and $2,708, respectively. For Mr. Grimm, the Company's contributions
to the 401(k) plan for 1994, 1995 and 1996 were $2,703, $3,234 and $3,325,
respectively; the contributions to the Profit Sharing Plan for the years
1994, 1995 and 1996 were $13,500, $13,500 and $6,000, respectively; and the
contribution to the Supplemental Executive Retirement Plan for 1994, 1995
and 1996 were $10,170, $11,520 and $1,572, respectively. Mr. Grimm's
employment was terminated on December 31, 1996, and the amount shown for Mr.
Grimm includes a severance payment of $749,598 pursuant to a Change of
Control Agreement described on page 12.
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 have consisted of base salary and short-term and
long-term incentive compensation plans. However, on January 26, 1996, the
Company announced a plan to sell four of its five operating divisions and to
focus on the growth and development of its ROHN Division. The Compensation
Committee determined that the short-term and long-term incentive programs
historically used for executive officers were not appropriate for the year 1996,
and bonuses would be based upon management's performance in selling the four
discontinued divisions and upon the overall financial performance of the
Company.
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 has been 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. In light of the
restructuring of the Company during 1996, the Committee intends to review the
appropriateness of using the Compensation Peer Group for the future. The Chief
Executive Officer's base salary has been reviewed annually on July 1. In
accordance with the Committee's decision to emphasize incentive programs, no
adjustment was made to the Chief Executive Officer's base salary level in 1996.
The base salary levels of the other executive officers are reviewed on a
calendar year basis. Base salaries for these officers for 1996 were increased by
4% from 1995 levels. Based upon the Compensation Committee's analysis and upon
the information provided by an independent compensation consultant, the
Committee believes that the 1996 base salary of the Company's Chief Executive
Officer was approximately 14% below the average, and the base salaries of the
other executive officers were slightly above the average of firms in the
Compensation Peer Group.
8
<PAGE>
SHORT-TERM INCENTIVES
Historically, a significant part of short-term executive compensation was based
on the Key Management Incentive Variable Compensation Plan (the "Short-Term
Incentive Plan") which provided for a bonus consisting of a percentage of base
salary related to: (a) operating profit, (b) return on assets, and (c) cash
flow. As stated above, the Committee determined that the Short-Term Incentive
Plan was not appropriate for 1996 because of the decision to sell four of the
Company's five divisions. Instead, the Committee determined that bonuses would
be based upon management's performance in accomplishing the sale of the
discontinued divisions and upon the overall financial performance of the
Company. In establishing the bonuses for 1996 the Committee took into account
the following: (a) the sale of four operating divisions for a gross amount of
approximately $162 million; (b) the payment of cash dividends aggregating $2.60
per share of common stock; (c) record sales and earnings of the ROHN Division
and successful expansion of ROHN manufacturing facilities; (d) successful
resolution of a tax audit of the Company; and (e) effective move of Company
headquarters from Chicago to Peoria, Illinois. Bonuses were determined based
upon a subjective evaluation of the foregoing achievements.
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, constituted an appropriate level of ownership by senior
management and significantly enhanced the incentive of these executive officers
to manage the Company to benefit all stockholders. In 1996, 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.
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 included 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, 1995 or 1996. While Mr. Gildehaus' 1996 base
salary was below the average base compensation level for Chief Executive
Officers in the Compensation Peer Group, the total of his salary and bonus
exceeded the average by approximately 4%.
Mr. Gildehaus' employment arrangement provided 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. In light of the sale of four of the Company's
divisions in 1996, the Short-Term Incentive Plan was not used as a basis for Mr.
Gildehaus' bonus. Instead, the Committee determined that his bonus would be
based upon success in the sale of the discontinued divisions and the overall
performance of the Company. In setting Mr. Gildehaus' 1996 bonus, the Committee
also took into account the gross proceeds of the sale of the discontinued
divisions of approximately $162 million, the $2.60 per share dividend, the
9
<PAGE>
record sales and earnings of ROHN, the successful resolution of the tax audit
and the successful move of the Company headquarters. These factors were not
ranked or weighted, and Mr. Gildehaus' performance in relation to them was
subjectively assessed by the Committee.
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,
imputed interest on loans to purchase Company stock under the 1994 Executive
Stock Purchase Plan or severance payments under Change of Control Agreements.
Accordingly, the Committee concluded not to make any changes in the Company's
existing compensation programs. The Committee will continued 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, 1991 to December 31,
1996) with the cumulative total return of the Standard & Poor's 500 Stock Index,
the Standard & Poor's Manufacturing (Diversified Industries) Index, and the
Standard & Poor's Communications Equipment 500 Index. This graph assumes an
investment of $100 on December 31, 1991 and reinvestment of dividends. The
Company has used the S&P Manufacturing (Diversified Industries) Index companies
as the peer group required by SEC proxy rules. In 1996, four of the five
operating divisions of the Company were sold. The remaining business, Rohn, is
principally engaged in the manufacture of towers, shelters, cabinets, and mounts
for the telecommunications industry. The S&P Communications Equipment Index is
now being adopted as a more appropriate peer group for the Company.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
UNR INDUSTRIES S&P 500 S&P COMM. EQUIP. S&P MFG (DIV. INDS.)
<S> <C> <C> <C> <C>
1991 $100 $100 $100 $100
1992 $201 $108 $108 $108
1993 $261 $118 $104 $132
1994 $255 $120 $118 $136
1995 $497 $165 $177 $192
1996 $495 $203 $207 $264
</TABLE>
11
<PAGE>
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
EMPLOYMENT AGREEMENT -- BRIAN B. PEMBERTON
Brian B. Pemberton was elected President and Chief Executive Officer of UNR
effective April 14, 1997. The Company has entered into an employment agreement
with Mr. Pemberton which provides for a base salary of $325,000, subject to
annual review and adjustment by the Compensation Committee. Mr. Pemberton will
be eligible for an annual bonus under the Company's Incentive Bonus Plan which
provides a maximum bonus opportunity of 100% of base salary for senior executive
officers. In addition, Mr. Pemberton was awarded 100,000 shares of restricted
stock under the Restricted Stock Plan and options to purchase an additional
100,000 shares under the Company's Stock Option Plan. Restricted stock will vest
at the rate of 25% per year during a four-year period of continuous employment
or in the event of death, disability or a change of control of the Company, as
provided in the Restricted Stock Plan. Stock options are exercisable after one
year of employment at the market price of the stock as of April 1, 1997, and
expire in five years. Mr. Pemberton is covered by the Company's health,
disability and life insurance program and other benefits generally provided to
Company executives. Mr. Pemberton's employment may be terminated by either party
at any time for any reason, but in the event his employment is terminated by the
Company without cause, as defined in the agreement, Mr. Pemberton will be
entitled to a severance payment equal to one year's base salary then in effect
plus the amount of the target bonus under the Incentive Bonus Plan for the year
in which termination occurs.
EMPLOYMENT AGREEMENT -- THOMAS A. GILDEHAUS
Thomas A. Gildehaus was President and Chief Executive Officer of UNR from July
1, 1992, until April 11, 1997. Under his employment agreement, if Mr. Gildehaus
was terminated by UNR other than for cause, death or disability or in the event
Mr. Gildehaus terminated his employment for good reason, as defined in the
agreement, he would be entitled to receive a lump sum cash payment equal to
accrued salary and a proportionate share of bonus for the year in which
termination occurred. In addition, Mr. Gildehaus was to receive severance pay in
an amount equal to 150% of the then current annual base salary if a termination
occurred prior to a Change in Control of the Company (substantially as defined
under "Change of Control Agreements," below). Mr. Gildehaus received no
severance benefits under his employment agreement upon the termination of his
employment but did receive severance benefits under his Change of Control
Agreement, as described below.
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 were 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
12
<PAGE>
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. The Compensation Committee determined
that the sale of four of the Company's five operating divisions in 1996
constituted a change of control for purposes of the Control Agreements.
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 is 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.
On December 31, 1996, April 11, 1997 and June 30, 1997, respectively, the
employment of Messrs. Grimm, Gildehaus and Grey was terminated, triggering
severance benefits under their Control Agreements.
TRANSACTIONS WITH MANAGEMENT
Pursuant to the UNR Industries, Inc. 1994 Executive Stock Purchase Plan, Thomas
A. Gildehaus, Henry Grey, and Victor E. Grimm 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 were interest free (although for
tax purposes interest is imputed), except that in the event that a participant
resigned from the Company or was terminated for cause, the notes would become
due and interest at the applicable Federal rate under Section 1274 of the
Internal Revenue Code would be applied retroactively from the date of the notes.
If the shares were sold prior to the expiration of three years other than in
connection with a Change in Control (as defined under "Change of Control
Agreements," above), interest would be 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, would be paid to the
Company to be applied to the principal of the notes. The notes were limited
recourse in that, if the stock was insufficient to satisfy the loan balance at
maturity, the participant could tender the shares in partial payment of the
notes and would be personally liable for
13
<PAGE>
that portion of the deficiency that exceeded 25% of the loan balance (before
applying the security). The Company's recourse was limited to the shares if the
participant dies, became disabled or was terminated without cause, if there was
a Change in Control of the Company or if the Company exercised 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. As of December 31, 1996,
the outstanding principal amounts of those notes were $1,254,978, $697,210 and
$348,605, respectively. Upon termination of his employment, the Company retained
shares held by Mr. Grimm sufficient to satisfy the unpaid principal of his note.
On March 31, 1997 the Company applied shares held under the plan for Messrs.
Gildehaus and Grey sufficient to satisfy the unpaid principal of their notes.
Victor E. Grimm, Vice President, Secretary and General Counsel of UNR during
1996, is a partner in the law firm of Bell, Boyd & Lloyd which provided certain
legal services to UNR in 1996. The aggregate amount of legal fees for these
services in 1996 was $525,621.76. These fees were excluded from Mr. Grimm's
profit participation at the law firm.
At a Board of Directors meeting on December 5, 1996, the Board determined that
it was in the best interests of the Company to transfer certain contingent
liabilities associated with discontinued operations ("the Liabilities") to
Folding Carrier Corporation, a wholly owned subsidiary of the Company ("Folding
Carrier"). The Liabilities, estimated at $6,975,000, and an equal amount of cash
were transferred to Folding Carrier, and Folding Carrier issued to UNR 18 shares
of Class B (non-voting) common stock, par value $10 per share. This Class B
stock represents approximately 15% of the outstanding common stock of Folding
Carrier. The UNR Board has also determined that it was in the best interests of
the Company to provide a financial incentive in the form of stock to the
management of Folding Carrier to efficiently manage and satisfy the Liabilities
at the lowest possible cost. Accordingly, pursuant to a Stock Purchase and Sale
Agreement (the "Agreement") UNR sold nine shares of Class B stock of Folding
Carrier (the "Shares") to each of Henry Grey and Michael F. Boyle for the sum of
$90, or an amount equal to the par value of the shares purchased. Mr. Grey was
Senior Vice President and Chief Financial Officer of UNR and is a Vice President
of Folding Carrier; Mr. Boyle is a Vice President of Folding Carrier and a
former Vice President of UNR. Under the terms of the Agreement, at such time as
the Liabilities of Folding Carrier are discharged, or if either Mr. Grey or Mr.
Boyle ceases to provide services to Folding Carrier, UNR is required to buy (and
the stockholder is required to sell) his Shares at their book value.
PROPOSAL 2: APPROVAL OF AN AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has unanimously approved and recommended the approval by
the stockholders of the Amended and Restated Certificate of Incorporation
attached to this Statement as Exhibit A. The principal purpose of this proposal
is to change the Company's name from "UNR Industries, Inc." to "ROHN Industries,
Inc."
Since 1979, the Company has operated under the name UNR Industries, Inc. in the
conduct of a group of diverse businesses. On January 26, 1996, the Company
announced a plan to sell four of its
14
<PAGE>
five operating divisions and to focus on the growth and development of its ROHN
Division, a supplier of products and services to the telecommunications
industry. The divestiture program was completed in 1996, and the Company
headquarters have been moved to ROHN's facility in Peoria, Illinois.
The Company plans to expand ROHN's business as a supplier to the
telecommunications industry where the ROHN name is widely recognized. The Board
of Directors believes that the proposed change of the corporate name to "ROHN
Industries, Inc." is desirable in light of the Company's focus on the
telecommunications industry.
The other proposed amendments would modernize and simplify the language of
Article III concerning corporate purposes and eliminate obsolete provisions
concerning expired warrants to purchase Common Stock. The Amended and Restated
Certificate of Incorporation also integrates into a single document previous
amendments to the Certificate of Incorporation.
The Board of Directors unanimously recommends that stockholders vote FOR this
proposal. The affirmative vote of the holders of a majority of the outstanding
shares of the Company's Common Stock is necessary to approve the proposed
amendment.
PROPOSAL 3: RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as independent public accountants for UNR (and
its predecessors) for the past 34 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.
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 the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. The Company believes that during
1996 its executive officers, directors and greater than 10% Stockholders have
complied with applicable filing requirements.
STOCKHOLDER PROPOSALS; OTHER MATTERS
Stockholder proposals for inclusion in proxy materials for the 1998 Annual
Meeting of Stockholders should be addressed to UNR's Secretary, 6718 West Plank
Road, Peoria, Illinois 61604, and must be received on or before December 2,
1997.
The Company's By-Laws specify procedures for notifying the Secretary of business
(including nominations of directors) to be properly brought before any meeting
of Stockholders. A copy of the By-Laws may be obtained from UNR's Secretary.
15
<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
Peoria, Illinois
July 30, 1997
ANY STOCKHOLDER MAY OBTAIN A COPY OF UNR'S 1996 ANNUAL REPORT ON FORM 10-K TO
THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE BY WRITING TO UNR
INDUSTRIES, INC. AT 6718 WEST PLANK ROAD, PEORIA, ILLINOIS 61604.
16
<PAGE>
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.
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
<PAGE>
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.
ARTICLE VII
MEETING OF STOCKHOLDERS
Elections of directors need not be by written ballot unless the By-Laws of
the corporation shall so provide.
<PAGE>
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.
<PAGE>
UNR Industries, Inc. PROXY/VOTING INSTRUCTION CARD
6718 West Plank Road
Peoria, Illinois 61604
P
R
O
X
y
This proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Gene Locks and Brian B. Pemberton 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 September 4, 1997 and at any
adjournment or postponement thereof, as designated on the reverse side.
Election of Directors:
Nominees: C. Brennan, D. Gaskins, G. Locks, R. McMullin, B. Pemberton
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, 2 and 3.
Please sign and date on the reverse side
and mail this proxy in the enclosed return envelope as promptly as possible.
<PAGE>
See Reverse side
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Please mark your 8680
X votes as in this
example.
- -----------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
- -----------------------------------------------------------------------------------------------------------------------------------
1. Election of Directors FOR AGAINST ABSTAIN
FOR all Nominees listed on the WITHHELD as to 2. Proposal to approve Amended and
reverse side, except as listed ALL Nominees Proposed Certificate of Incorporation
below
3. Proposal to ratify the appointment of
Arthur Andersen LLP as independent
public accountants of UNR
To withhold authority to vote for any individual nominee(s),
write the name(s) of the nominee(s) on the line below. In their discretion, the proxies and representatives are
authorized to vote upon such other business as may
---------------------------------------------------------- properly come before the 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 (if held jointly) Date(s)
</TABLE>
