<PAGE>


    TECHNOLOGY FOR A GROWING WORLD OF COMMUNICATIONS...










                                                                           1996
                                                                   ANNUAL REPORT

                                                                            ROHN
                                                                INDUSTRIES, INC.

                                                           UNR INDUSTRIES, INC.




<PAGE>


                                          1
                                 FINANCIAL HIGHLIGHTS

                                          2
                                  PRESIDENT'S LETTER

                                          4
                                   CORPORATE REVIEW

                                          11
                                      FINANCIALS

                                          26
                                MANAGEMENT'S ANALYSIS

                                          28
                                DIRECTORS AND OFFICERS



<PAGE>

FINANCIAL HIGHLIGHTS

UNR Industries, Inc. and Subsidiaries for the years ended December 31, 1996,
1995, 1994

<TABLE>
<CAPTION>
                                                      (in thousands except per share data)
------------------------------------------------------------------------------------------
THREE YEAR SUMMARY OF OPERATIONS                                1996      1995      1994
------------------------------------------------------------------------------------------
<S>                                                          <C>       <C>       <C>
NET SALES                                                    $154,434  $142,216  $107,026
Cost of products sold                                         106,847    98,996    73,060
------------------------------------------------------------------------------------------
GROSS PROFIT                                                   47,587    43,220    33,966
------------------------------------------------------------------------------------------
OPERATING INCOME                                               32,498    29,862    18,580
------------------------------------------------------------------------------------------
Interest income, net                                              884     1,839     1,174
------------------------------------------------------------------------------------------
Income from continuing operations before income taxes          33,382    31,701    19,754
Income tax provision                                           13,100    12,700     7,900
------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS                              20,282    19,001    11,854
Discontinued operations--
    Income from operations, net of tax                          3,859    10,275    21,971
    Gain (Loss) on sales, net of tax                           21,900        --   (2,500)
------------------------------------------------------------------------------------------
NET INCOME                                                    $46,041   $29,276   $31,325
------------------------------------------------------------------------------------------
Net Income Per Share:
Continuing operations                                            $.39      $.37      $.24
Discontinued operations--
    Income from operations                                        .08       .20       .45
    Gain (Loss) on sales                                          .42        --     (.05)
------------------------------------------------------------------------------------------
NET INCOME PER SHARE                                             $.89      $.57      $.64
------------------------------------------------------------------------------------------
Dividends Declared Per Common Share                             $2.60     $2.55      $.20
------------------------------------------------------------------------------------------
Weighted Average Common Shares Outstanding                     52,383    51,813    49,318
------------------------------------------------------------------------------------------
THREE-YEAR SUMMARY OF FINANCIAL DATA
------------------------------------------------------------------------------------------
Total Assets                                                  $93,372  $161,226  $258,106
Stockholders' Equity                                           42,511   127,764   220,596
Dividends                                                     136,368   132,274     9,738
Capital Expenditures                                           11,658     2,303     3,335
Depreciation and Amortization                                   1,672     1,433     1,358
Long-Term Liabilities                                          12,191     4,671     4,867
------------------------------------------------------------------------------------------

</TABLE>

PRIOR YEAR RESULTS HAVE BEEN RESTATED TO REFLECT THE 1995 DISCONTINUANCE OF UNR
LEAVITT, UNARCO COMMERCIAL PRODUCTS, UNR HOME PRODUCTS AND REAL TIME SOLUTIONS,
INC. AND THE 1994 DISCONTINUANCE OF UNARCO MATERIAL HANDLING.


ROHN1996 ANNUAL REPORT                                                         1

<PAGE>

TO OUR STOCKHOLDERS:

1996 was a busy and successful year. Sales of $154.4 million and income of
$20.3 million from our continuing operations at ROHN set new records for the
third consecutive year. A$12 million capital expenditure program at ROHN was
initiated and largely completed in 1996. The planned divestiture of four of
our operating divisions, announced in January, 1996, was completed in
December, 1996. We sold our Leavitt Tube, Unarco Commercial Products, UNR
Home Products divisions and our Real Time Solutions, Inc. (RTS) subsidiary
for approximately $162 million. Extraordinary dividends of $2.35 per share
were paid during the year as well as a regular dividend of $.25 per share, a
total of $2.60 per share.

The sale of the four operating divisions in 1996 completed a process of
strategic focus on ROHN and the wireless communication industry begun in 1993
with the sale of UNR's Midwest Steel and Midwest CATV divisions and continued in
1995 with the sale of our Unarco Material Handling division. The proceeds from
these sales, combined with cash flows from earnings and other sources, has
allowed the company to pay dividends of $10.15 per share, or $502 million,
during the period 1991-1996. Over the last four years, ROHN's sales have grown
from $67 million to $154 million, a compound growth rate of 23 percent
per year. ROHN's earnings grew from $8.2 million to $20.3 million, a
compound growth rate of 25 percent, over that same period.

As a result of these divestitures, our company today is soundly focused on a
single business which is the market leader in supplying a full range of selected
infrastructure products, principally towers, poles, masts, mounts, shelters, and
cabinets to one of the fastest growing sectors of our economy--wireless
communications. ROHN's growth over the past four years has been fueled by the
growth of the cellular phone and other types of wireless communication systems,
and importantly, by the introduction and rapid growth of its shelter product
lines. The impact of the build-out of a new wireless communication system, the
Personal Communications System (PCS), was not felt to any significant degree
until the second half of 1996 as the long anticipated PCS build-out got under
way. As the industry leader in the sales of towers and shelters, ROHN should
continue to benefit from the expanding build-out of existing cellular and new
PCS systems as well as other wireless systems such as Enhanced Specialized
Mobile Radio (ESMR),

2

<PAGE>

wireless local loop and high definition television (HDTV). In the pages that
follow, the drivers of ROHN's future growth are more fully discussed.

Capital expenditures in 1996 and early 1997 have significantly increased our
capacities. In January, 1997, a new 180,000 square foot manufacturing facility
was completed in Frankfort, Indiana, which provides new capacity for tower
components, masts and mounts. In the second quarter of 1997 we will complete the
installation of a new $4 million galvanizing facility in Peoria, Illinois, which
increases our galvanizing capacity. Also, in 1997, we will complete the
installation of a $2.5 million new Management Information System which will
improve our customer response, production scheduling, inventory control and cost
control capabilities. For 1997 and 1998, we have approved capital expenditures
for additional capacity expansions at our Bessemer, Alabama, shelter
manufacturing facility, new office space at our Peoria, Illinois, tower
manufacturing facility and several important new product programs. Total capital
expenditures over the three year period 1996-1998 will approximate $25 million
and will position the company to meet expected increases in demand with an
expanded product line.

The company closed its Chicago office in March, 1997, transferring corporate
headquarters to Peoria, Illinois. At our annual meeting in May, 1997, we will
ask shareholders to approve a corporate name change from UNR Industries, Inc. to
ROHN Industries, Inc. We are recommending this to reflect our change from a
holding company to a focused operating company.

1996 was a year of closure on one phase of our company's 77 year life. 1997
represents the beginning of another. Just as the company has met the challenges
of the past to survive and prosper, the company is prepared to meet the
challenges of profitable growth in the years ahead. The ROHN management team,
introduced in the pages that follow, is experienced, proven and dedicated to
continue to meet the expanding needs of its customers and provide a superior
return to our shareholders.


Thomas A. Gildehaus
President and Chief Executive Officer


<PAGE>


In 1948, ROHN produced its first tower for home television reception. Today,
ROHN stands as a world leader in the design, manufacture and installation of
telecommunications infrastructure. The ROHN product line is used by the
cellular, personal communications systems (PCS), enhanced specialized mobile
radio (ESMR), paging, radio and television, wireless cable, private microwave
and many other telecommunications markets. Its key products consist of
self-supporting and guyed (cable-supported) towers, steel and concrete poles,
concrete, fiberglass and lightweight equipment shelters, equipment cabinets,
antenna mounts and installation services. ROHN also manufactures galvanized
steel agricultural products, including horse stalls, cattle equipment, fencing
and gates.

STRONG GROWTH IN TELECOMMUNICATIONS
EQUIPMENT MARKET

The use of cellular telephones in the United States has shown rapid growth in
recent years from about 5 million subscribers in 1990 to over 40 million today.
The number of cell sites has risen from about 6,000 in 1990 to over 20,000 today
and is expected to grow to as many as 33,000 by the year 2000. Each site
requires an expenditure of up to $100,000 for the tower and shelter thus
providing a potential demand of as much as $1.0 billion for ROHN's products from
this market segment over that period.

A new wireless technology, PCS, has successfully been used in Europe for several
years, and is beginning to be used in the U.S. PCSclaims to have a number of
advantages over cellular, but most of these will not be realized until a greater
number of cell sites are built in each market. PCS is digital, while cellular,
for the most part is analog. Thus, PCShas a clearer signal, without noise, and
fewer dropped signals. PCScan carry data and images as well as voice and is
suitable for computer to computer communication, paging, short messaging and
fax, and offers better privacy and security than analog. With increased
competition, PCSis eventually (in 10 years) expected to decrease the cost of
wireless service until it approaches the cost of existing land line service.
Industry estimates are for roughly 100,000 PCS cell sites by the year 2000. Some
of these cell sites may use an existing tower or other structure, but a large
number of new towers and poles will be required and all

                                                                         5

<PAGE>

sites will require a shelter or cabinet.

The cost of shelters, towers and other mounting equipment for a PCSsite is
expected to range from $10,000 to $100,000 depending on the location, providing
a potential demand in excess of $2.0 billion for ROHN's products from this
market segment over that period.

Cellular, instead of fading away, is beginning its own expensive conversion from
analog to digital, and will eventually be very similar to PCS, except that it
will operate at a different frequency than PCS. Competition among the various
carriers is launching a rush to offer the new digital services in each market.
This will provide enormous benefits for the telephone consumer--as well as for
those companies, such as ROHN,involved in building the infrastructure.

Broadcast and ESMR(enhanced special mobile radio) are two other markets which
ROHNsupplies that provide further opportunity for growth. ESMRoperates on a
specialized frequency and is rapidly being developed both in the United States
and internationally as an alternative to cellular and PCS systems for dispatch
applications involving private mobile fleets. The introduction of HDTV(high
denfinition television) will result in additional opportunities for ROHN as new
antenna support systems are required for this new broadcasting system.

ROHN's international operations are also expanding. ROHN has a substantial
international presence, having sold towers and other equipment in more than 55
countries, and currently operates a sales office in Mexico City. During the
coming years, ROHNplans to continue to develop overseas markets through its U.S.
customers and through the establishment of partnerships and facilities in key
developing countries.

PRODUCTS
TOWERS  ROHN manufactures literally every configuration of tower possible, from
one that reaches 1500 feet in the air to a small antenna mount. Its principal
tower product is the self supporting tower ranging to heights of 900 feet. ROHN
towers can be found in use all across the world for television broadcast, AM/FM
radio broadcast, microwave, cellular telephone, personal communication systems,
radar, surveillance


                                                                               5

<PAGE>

camera mounts, solar power stations and weather stations.

"OUR JOB, SIMPLY PUT, IS TO MAKE THE BEST TOWERS IN THE WORLD AND TO PROVIDE THE
WORLD'S BEST SERVICE TO OUR CUSTOMERS."
DONALD D. ROHN PRESIDENT--
TOWER OPERATIONS
[PHOTO]

GUYED TOWERS
[PHOTO]

SELF-SUPPORTING
TOWERS
[PHOTO]

POLES  ROHN's line of steel and concrete poles are generally used when there is
not enough space to erect a tower. In an urban area where space is limited, a
ROHNpole can be installed virtually anywhere, greatly reducing the cost of the
land used. All poles have an infinitely rotatable mounting frame or platform and
are easily installed, so that in some instances they can be ready for equipment
in less than a day, minimizing the costs of labor and equipment.

SHELTERS/CABINETS/ENCLOSURES  Housing highly valuable electronic components and
power systems is a major concern for communications companies. ROHNconcrete
shelters are made of lightweight concrete with steel reinforcements for added
toughness. ROHNfiberglass shelters are made of laminated fiberglass and are
lightweight, highly portable, strong and secure. ROHN has recently developed a
non-combustible shelter for roof-top applications. This shelter is
manufactured with a steel frame instead of wood to meet the strictest fire
codes. Also new to the ROHNline of shelters is a metal shelter
constructed as an ISO container that can be shipped anywhere in the world
without expensive packaging.

ROHN equipment cabinets are made of lightweight concrete or molded fiberglass
for a waterproof, rustproof and maintenance-free structure designed for compact
equipment installations. To conserve space and eliminate the high price of
certain zoning and permitting restrictions, some ROHNcabinets are partially
imbedded into the ground. ROHN works extensively with equipment providers and
carriers to design and produce a variety of equipment enclosures to meet the
needs of any particular site or application.

SUPPORT STRUCTURES  ROHN's complete line of antenna mounts are all Hot-Dip
Galvanized to prevent corrosion. From non-penetrating roof mounts that spread
the ballast weight over a large area to mounts that concentrate the weight for
compact installation, each mount is designed to meet the client's needs.
ROHNalso provides tower mounts, wall mounts for corners or flat walls, square
pole mounts, and standard roof mounts for flat or sloped roofs.


6

<PAGE>

 "QUALITY AND CUSTOMER SATISFACTION ARE THE
 TWO PRINCIPAL CONCEPTS WHICH DRIVE OUR
 SHELTER OPERATIONS."  RICHARD L. ROHN
 PRESIDENT--SHELTER OPERATIONS
 [PHOTO]

LEADING MARKET SHARE POSITIONS
Since entering the market in 1948, ROHNhas established itself as a leader in the
telecommunications equipment industry. Currently, ROHNis the market leader in
towers and shelters, with an estimated U.S. market share of 30 percent and 25
percent, respectively. Management estimates ROHN's share in the U.S. pole market
to be between 5 and 10 percent.

MANUFACTURING FACILITIES
ROHN has over 900,000 square feet of manufacturing facilities located in
Illinois, Alabama and Indiana. The Company is currently investing over $25
million to expand capacity, improve productivity and introduce new products at
its facilities in order to keep pace with the telecommunications industry's
explosive growth.

ROHN's world headquarters is located in Peoria, Illinois. Here ROHN manufactures
towers and steel poles and performs all of its unique
in-house Hot-Dip Galvanizing processes.

ROHN's clean and modern manufacturing plant in Bessemer, Alabama is devoted
entirely to the production of shelters and cabinets. It is the world's largest
shelter-manufacturing plant and spans over 25 acres of land.

The recently completed, 180,000 square foot Frankfort, Indiana facility focuses
on manufacturing tower and pole components, telescoping masts and related
accessories, agricultural products and contract manufacturing.

ENGINEERING EXCELLENCE
ROHN's team of highly skilled and industry experienced engineers design with one
goal in mind ... to meet stringent client specifications. By utilizing the
latest techniques in computer-aided design and drafting, they assure all
ROHNproducts meet exacting standards of strength and durability. ROHNengineers
work closely with the team
of sales professionals who personally track orders through fabrication,
galvanizing and shipping to make sure customers are informed

FIBERGLASS SHELTERS
[PHOTO]

CABINETS
[PHOTO]

CONCRETE SHELTERS
[PHOTO]

                                                                               7

<PAGE>

"WE SEE CONTINUED GROWTH BOTH DOMESTICALLY AND INTERNATIONALLY IN OUR MAJOR
MARKETS AND ARE MAKING THE INVESTMENTS NECESSARY TO MAINTAIN AND EXPAND OUR
LEADERSHIP POSITION."  JAMES R. COTE
VICE PRESIDENT--MARKETING AND SALES
[PHOTO]

on the progress of their purchase from design to installation, assuring on-time
delivery of their order.

Quality control is also a top priority. To ensure that the products are the best
they can be, ROHNuses only the highest quality steel and other materials. All
ROHNproducts and manufacturing techniques are constantly being tested and
evaluated using electronic testing to ensure product durability and reliability
under the harshest elements.

EXPANDING CAPACITY AND NEW PRODUCTS
ROHN is currently initiating or completing significant capital expenditure
projects in order to expand the company's facilities and production capabilities
and to introduce new products.

In January 1997, ROHN completed a $6.5 million manufacturing facility in
Frankfort, Indiana which consolidates its current operations into a single
factory, enhances production efficiency and increases capacities. ROHN will be
updating machinery and equipment throughout the transition, including a high
rise storage rack system and a new 500 ton forming press for tower components
supplied to the Peoria facility.

A new $4.0 million "state of the art" galvanizing facility, including a 51 foot
galvanizing kettle, is being installed at Peoria. This expansion is necessary to
meet increasing demands for towers, poles and other support structures. The
facility, to be in full operation by the third quarter, 1997, will not only
increase capacity but will allow for galvanizing larger materials resulting in
improved turn-around and lower costs.

ROHN is in the final phases of implementing a new Management Information System
which will improve customer response times, production scheduling, inventory
control and cost control capabilities. This new $2.5 million project will also
generate improved management information and will allow constant on-line
communication among the Peoria, Bessemer and Frankfort facilities and with the
field sales force.

The Bessemer facility is being expanded by approximately 83,000 square feet.
This project includes expansion of the electrical installation and staging
areas, additional concrete casting production


ANTENNA MOUNTS
[PHOTO]

CONSTRUCTION SERVICES
[PHOTO]


8
<PAGE>


"OUR NEW MIS SYSTEM GREATLY INCREASES OUR CONTROL AND COSTING CAPABILITIES BY
INTEGRATING ALL OUR OPERATIONS ON A REAL TIME BASIS FOR THE FIRST TIME."

RODNEY B. HARRISON
CHIEF FINANCIAL OFFICER--UNR-ROHN
[PHOTO]

capabilities and additional office space. This expansion is expected to be
completed by the 4th quarter 1997 and will allow ROHN to meet the growing demand
for shelters and cabinets.

A major expansion of office space at Peoria will start in 1997. This expansion
will provide new and improved engineering facilities, relieve crowded conditions
generated by previous growth and provide space for continued growth.

Several new product programs are underway which will provide significant new
sales opportunities by 1998. New product development and introduction has been
and continues to be a fundamental strategic priority at ROHN in order to support
continued growth and to meet the needs of changing markets and technologies.



ROHN IS READY TO CONTINUE TO PROFITABLY MEET THE NEEDS OF THE RAPIDLY EXPANDING
WIRELESS COMMUNICATIONS INDUSTRY. ITS PRODUCT LINE IS BROAD AND EXPANDING, ITS
MARKET POSITION IS STRONG, ITS MANUFACTURING AND ENGINEERING CAPABILITIES ARE
SECOND TO NONE, ITS CAPACITIES CONTINUE TO GROW AND THE MANAGEMENT IS PROVEN,
EXPERIENCED AND COMMITTED TO BEING THE LEADING SUPPLIER OF SUPPORT STRUCTURES,
ENCLOSURES AND OTHER SELECTED PRODUCTS TO THE WIRELESS COMMUNICATIONS INDUSTRY
ON A GLOBAL BASIS.

CUSTOM GALVANIZING
[PHOTO]

STEEL POLES
[PHOTO]

CONCRETE POLES
[PHOTO]

                                                                               9

<PAGE>

                PRINCIPAL PRODUCTS     PRINCIPAL MARKETS

            SELF SUPPORTING TOWERS     Cellular            Broadcast
                                       PCS                 Export
                                       Microwave           Lighting
                                       ESMR

                      GUYED TOWERS     Cellular            Wireless Cable
                                       PCS                 Microwave
                                       Broadcast           Export
                                       Government

          STEEL AND CONCRETE POLES     Cellular            Export
                                       PCS

          ANTENNA MOUNTS AND MASTS     Wireless Cable      Cellular
                                       Home Television     PCS
                                       Direct Broadcast    Paging
                                       Television

  CONCRETE AND FIBERGLASS SHELTERS     Cellular            Fiber Optics
                                       PCS                 Wireless Cable
                                       ESMR                Telephone
                                       Microwave           Utilities

  CONCRETE AND FIBERGLASS CABINETS     PCS                 Cellular
                                       Telephone           ESMR

             CONSTRUCTION/ERECTION     Cellular            Microwave
                                       PCS                 ESMR

            EQUIPMENT INSTALLATION     Cellular            Microwave
                                       PCS                 ESMR

              ENGINEERING SERVICES     Cellular            Wireless Cable
                                       PCS                 Microwave
                                       Broadcast           Export
                                       Government


10

<PAGE>

                                                            STATEMENTS OF INCOME


UNR Industries, Inc. and Subsidiaries for the Years ended December 31, 1996,
1995 and 1994

<TABLE>
<CAPTION>
                                                                (in thousands except per share data)
----------------------------------------------------------------------------------------------------
                                                                 1996           1995           1994
----------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>
NET SALES                                                    $154,434       $142,216       $107,026
Cost of products sold                                         106,847         98,996         73,060
----------------------------------------------------------------------------------------------------
GROSS PROFIT                                                 $ 47,587       $ 43,220       $ 33,966
Selling expense                                                 5,986          5,232          6,256
Administrative and general expenses                             9,103          8,126          9,130
----------------------------------------------------------------------------------------------------
OPERATING INCOME                                             $ 32,498       $ 29,862       $ 18,580
Interest income                                                 1,864          2,445          1,786
Interest expense                                                 (980)          (606)          (612)
----------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES        $ 33,382       $ 31,701       $ 19,754
Income tax provision                                           13,100         12,700          7,900
----------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS                            $ 20,282       $ 19,001       $ 11,854
----------------------------------------------------------------------------------------------------
Discontinued operations:
    Income from operations, net of ($2,400), $7,000, and
    ($1,900) taxes in 1996, 1995 and 1994, respectively         3,859         10,275         21,971
    Gain (Loss) on sales, net of $14,600 and ($1,500)
    taxes in 1996 and 1994, respectively                       21,900            --         (2,500)
----------------------------------------------------------------------------------------------------
NET INCOME                                                   $ 46,041       $ 29,276       $31,325
----------------------------------------------------------------------------------------------------
Net Income Per Share:
Continuing operations                                        $    .39       $    .37       $    .24
Discontinued operations--
    Income from operations                                        .08            .20            .45
    Gain (Loss) on sales                                          .42             --           (.05)
----------------------------------------------------------------------------------------------------
NET INCOME PER SHARE                                         $    .89       $    .57       $    .64
----------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.


                                                                      11

<PAGE>

          BALANCE SHEETS


UNR Industries, Inc. and Subsidiaries as of December 31, 1996 and 1995

<TABLE>
<CAPTION>
                                                                        (in thousands)
-------------------------------------------------------------------------------------
ASSETS                                                               1996      1995
-------------------------------------------------------------------------------------
<S>                                                               <C>       <C>
CURRENT ASSETS:
    Cash and cash equivalents                                     $  5,030  $  5,878
    Accounts, notes and other receivables, less allowance
    for doubtful accounts of $1,136 in 1996 and $2,185 in 1995      28,048    17,464
    Inventories                                                     30,717    27,549
    Deferred income taxes                                            4,000     7,876
    Prepaid expenses                                                 1,093       988
-------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                68,888    59,755
-------------------------------------------------------------------------------------
PLANT AND EQUIPMENT:
    Land                                                             1,008     1,008
    Buildings                                                       18,590    11,516
    Machinery and equipment                                         21,493    17,129
-------------------------------------------------------------------------------------
                                                                    41,091    29,653
    Less-Accumulated depreciation                                  (19,269)  (17,827)
-------------------------------------------------------------------------------------
TOTAL PLANT AND EQUIPMENT                                           21,822    11,826
-------------------------------------------------------------------------------------
OTHER ASSETS:
    Net assets of discontinued operations                              --     89,026
    Other                                                            2,662       619
-------------------------------------------------------------------------------------
TOTAL ASSETS                                                      $ 93,372  $161,226
-------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.


12

<PAGE>

                                                                BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                      (in thousands)
-------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY                                 1996      1995
-------------------------------------------------------------------------------------
<S>                                                               <C>       <C>
CURRENT LIABILITIES:
    Short-term borrowings                                         $  2,000  $  6,000
    Current portion of long-term liabilities                           831       190
    Accounts payable                                                 8,735     5,236
    Accrued expenses--
         Payroll related                                             2,974     2,445
         Insurance related                                           4,104     5,600
         Customer deposits                                           4,725     4,150
         Income taxes                                                   10       513
         Other                                                       5,926     4,657
         Net liabilities of discontinued operations                  9,365        --
-------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                           38,670    28,791
-------------------------------------------------------------------------------------
LONG-TERM LIABILITIES--NOTES AND CAPITAL LEASES                     12,191     4,671
-------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
    Common stock, $.01 par value, authorized--60,000 shares,
    issued--52,838 shares in 1996 and 52,495 shares in 1995            528       525
    Capital surplus                                                  9,837    66,898
    Retained earnings                                               36,786    67,843
    Less--326 treasury shares, at cost                              (1,595)   (1,595)
    Less--Notes receivable from officers                            (2,300)   (5,525)
    Less--Unearned portion of restricted stock                        (745)     (382)
-------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                          42,511   127,764
-------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 93,372  $161,226
-------------------------------------------------------------------------------------
</TABLE>


                                                                          13

<PAGE>

    STATEMENTS OF CASH FLOWS


UNR Industries, Inc. and Subsidiaries for the years ended December 31, 1996,
1995 and 1994
<TABLE>
<CAPTION>
                                                                                                     (in thousands)
-------------------------------------------------------------------------------------------------------------------
                                                                               1996           1995           1994
-------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                                 $  46,041      $  29,276      $  31,325
Adjustments for noncash items included in net income-
    Depreciation and amortization                                              1,672          1,433          1,358
    Provision for deferred employee compensation                                 261            183            383
    Deferred income tax                                                        1,270         12,700          7,900
    Discontinued operations (gain) loss                                      (21,900)            --          2,500
    Operating requirements-
         Accounts receivable (increase) decrease                             (10,584)         2,311         (7,314)
         Income tax refund receivable decrease                                    --             --         52,603
         Inventories (increase)                                               (3,168)        (6,339)        (6,754)
         Prepaid expenses (increase) decrease                                   (105)           162           (556)
         Accounts payable and accrued expenses increase (decrease)            (3,990)        (3,322)         9,206
    Discontinued operations                                                  (26,329)        11,286         (8,802)
-------------------------------------------------------------------------------------------------------------------
         Net cash (used for) provided by operating activities              $ (16,832)     $  47,690      $  81,849
-------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of plant and equipment                                        $ (11,658)     $  (2,303)     $  (3,335)
    Increase in other assets                                                  (2,093)          (118)          (245)
    Proceeds from the sale of discontinued operations                        157,669         13,820          1,412
-------------------------------------------------------------------------------------------------------------------
         Net cash provided by (used for) investing activities              $ 143,918      $  11,399      $  (2,168)
-------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Decrease in long-term liabilities                                      $    (257)     $    (195)     $    (181)
    Increase in long-term liabilities                                          8,418             --          2,100
    Proceeds from short-term borrowings                                        6,000          6,000             --
    Payment of short-term borrowings                                         (10,000)            --         (5,100)
    Dividends paid                                                          (136,368)      (132,274)        (9,738)
    Loans to officers                                                             --             --         (9,100)
    Repayment of officers' loans                                               3,225          3,575             --
    Common stock issued                                                        1,048            692         10,103
-------------------------------------------------------------------------------------------------------------------
         Net cash (used for) financing activities                          $(127,934)     $(122,202)     $ (11,916)
-------------------------------------------------------------------------------------------------------------------
         Net increase (decrease) in cash and cash equivalents              $    (848)     $ (63,113)     $  67,765
Cash and cash equivalents, beginning of period                                 5,878         68,991          1,226
-------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                   $   5,030      $  65,878      $  68,991
-------------------------------------------------------------------------------------------------------------------
Cash paid during the year for interest                                     $     980      $     606      $     612
-------------------------------------------------------------------------------------------------------------------
Cash paid during the year for income taxes                                 $  21,072      $   1,792      $   1,602
-------------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.


14

<PAGE>

                                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


UNRIndustries, Inc. and Subsidiaries for the years ended December 31, 1996, 1995
and 1994
<TABLE>
<CAPTION>
                                                                                             (in thousands except per share data)
---------------------------------------------------------------------------------------------------------------------------------
                                      COMMON STOCK                                   TREASURY STOCK
---------------------------------------------------------------------------------------------------------------------------------
                                      Shares                 Capital    Retained                          Restricted      N/R
                                      Issued      Amount     Surplus    Earnings      Shares     Amount      Stock        From
                                                                                                                        Officers
---------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>        <C>         <C>          <C>        <C>       <C>           <C>
Balance December 31, 1993             48,842        $488    $117,011     $79,230        (631)    $(2,751)    $(594)          $--
 Net Income                               --          --          --      31,325          --          --        --            --
 Issuance of restricted stock             66           1         377          --          --          --      (378)           --
 Amortization of restricted shares        --          --          --          --          --          --       383            --
 Notes receivable from
 officers for stock purchase          1,650           17       9,100          --          --          --        --        (9,100)
 Cash dividends--$.20 per share           --          --          --      (9,738)         --          --        --            --
 Stock options exercised                  17          --          35          --          --          --        --            --
 Stock options tax benefit                --          --          31          --          --          --        --            --
 Warrants exercised                    1,002          10       3,943       1,206          --          --        --            --
---------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1994             51,577       $516     $130,497    $102,023        (631)    $(2,751)    $(589)      $(9,100)
 Net Income                               --          --          --      29,276          --          --        --            --
 Issuance of restricted stock             19          --          --          --          --          --        --            --
 Amortization of restricted shares        --          --          --          --          --          --       183           --
 Repayment of officers' loans             --          --          --          --          --          --        --         3,575
 Cash dividends--$2.55 per share          --          --     (67,257)    (65,017)         --          --        --            --
 Restricted stock canceled                --          --         (72)         --          --          --        24            --
 Warrants exercised                      868           9       2,820       1,377         305       1,156        --            --
 Warrants canceled                        --          --         726         184          --          --        --            --
 Directors' stock plan                    31          --         184          --          --          --        --            --
---------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1995             52,495       $525      $66,898     $67,843        (326)    $(1,595)    $(382)      $(5,525)
 Net Income                               --          --          --      46,041          --          --        --            --
 Issuance of restricted stock             90           1         876          --          --          --      (877)           --
 Amortization of restricted shares        --          --          --          --          --          --       400            --
 Repayment of officers' loans             --          --          --          --          --          --        --         3,225
 Cash dividends--$2.60 per share          --          --     (59,270)    (77,098)         --          --        --            --
 Restricted stock canceled               (13)         --        (114)         --          --          --       114            --
 Directors' stock plan                    21          --         185          --          --          --        --            --
 Stock options exercised                 245           2         804          --          --          --        --            --
 Stock options tax benefit                --          --         458          --          --          --        --            --
---------------------------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1996             52,838        $528      $9,837     $36,786        (326)    $(1,595)    $(745)      $(2,300)
---------------------------------------------------------------------------------------------------------------------------------

</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.


                                                                       15

<PAGE>


    NOTES TO FINANCIAL STATEMENTS


(1) NATURE OF OPERATIONS
UNR Industries, Inc. ("UNR" or the "Company") manufactures towers, poles, mounts
and related accessories used principally to support telecommunications antennae
for wireless communications, such as private microwave, cellular telephone,
personal communications systems (PCS), commercial and amateur broadcasting and
home television. The Company also produces shelters and cabinets of concrete and
fiberglass to house electronic telecommunications equipment.

The Company conducts its business principally through its ROHN Division which
has manufacturing facilities in Peoria, Illinois (towers and poles), Frankfort,
Indiana (tower components and mounts), and Bessemer, Alabama (shelters).

The Company's products are sold through distributors and directly to customers
throughout the United States and to international markets. The Company has one
customer to which it sold towers and shelters for use in both the PCS and
cellular markets that provided approximately 11% of its 1996 net sales.
International sales accounted for approximately five percent in each of the
years presented in the accompanying Consolidated Statements of Income.

The Company has a number of patents and trademarks. Management believes the loss
of any one of these patents or trademarks would not have a materially adverse
effect on its operations.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The financial statements include the consolidated accounts of UNR and its
subsidiaries. All significant intercompany transactions have been eliminated
in consolidation.

(b) CASH EQUIVALENTS
The Company considers all highly liquid short-term investments purchased with a
maturity of three months or less and all treasury bills to be cash equivalents.
Cash equivalents are carried at cost which approximates market value.

(c) INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out (FIFO) method. Inventory costs include material, labor
and factory overhead.

Total inventories in 1996 and 1995 included the following classifications (In
Thousands):

--------------------------------------------------------------------------------
                                                            1996           1995
--------------------------------------------------------------------------------
Finished goods                                           $13,065        $12,254
Work-in-process                                            5,678          3,791
Raw materials                                             11,974         11,504
--------------------------------------------------------------------------------
Total Inventories                                        $30,717        $27,549
--------------------------------------------------------------------------------

16

<PAGE>


                                                   NOTES TO FINANCIAL STATEMENTS


(d) PLANT AND EQUIPMENT
Land, buildings and equipment are carried at cost. Expenditures for maintenance
and repairs are charged directly against income; major renewals and betterments
are capitalized. When properties are retired or otherwise disposed of, the
original cost and accumulated depreciation are removed from the respective
accounts and the profit or loss resulting from the disposal is reflected in
income.

The Company provides for depreciation of plant and equipment over the estimated
useful lives of the assets (buildings--20 to 40 years; machinery and
equipment--3 to 15 years). Depreciation is generally provided on the
straight-line method for financial reporting purposes and on accelerated methods
for tax purposes.

(e) INCOME TAXES
Under Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" (SFAS 109), the Company recognizes deferred tax liabilities and assets
for the expected future tax consequences of events that have been recognized in
the Company's financial statements or tax returns.

Total income tax expense/(benefit) for the years ended December 31, 1996, 1995,
and 1994, was allocated as follows

(In Thousands):
--------------------------------------------------------------------------------
                                                       1996      1995      1994
--------------------------------------------------------------------------------
Income from continuing operations                   $13,100   $12,700   $07,900
Discontinued operations (net of $10,000
valuation allowance reversal in 1994)                12,200     7,000    (3,400)
Stockholders' equity, for compensation
expense for tax purposes in excess
of amounts recognized for financial
reporting purposes                                     (458)     (155)      (31)
--------------------------------------------------------------------------------
                                                    $24,842   $19,545   $ 4,469
--------------------------------------------------------------------------------

Income tax expense attributable to income from continuing operations consists of
current provisions of $17.0 million, $1.6 million and $1.5 million and deferred
provisions of $(3.9) million, $11.1 million and $6.4 million for the years ended
December 31, 1996, 1995 and 1994, respectively.

Income tax expense attributable to income from continuing operations was $13.1
million, $12.7 million, and $7.9 million, for the years ended December 31, 1996,
1995 and 1994, respectively, and differed from the U.S. Federal statutory income
tax rate as follows (In Thousands):

--------------------------------------------------------------------------------
                                        1996          1995           1994
--------------------------------------------------------------------------------
                                      Amount    %    Amount    %    Amount    %
--------------------------------------------------------------------------------
Computed statutory provision         $11,700   35   $11,100   35    $6,900   35
State taxes net of Federal effect      1,400    4     1,600    5     1,000    5
--------------------------------------------------------------------------------
Total provision                      $13,100   39   $12,700   40    $7,900   40
--------------------------------------------------------------------------------


                                                                              17
<PAGE>

       NOTES TO FINANCIAL STATEMENTS


(e) INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1996 and
1995 are as follows (In Thousands):

--------------------------------------------------------------------------------
                                                       1996                1995
--------------------------------------------------------------------------------
Net operating loss carry-forwards                   $    --            $  5,700
Depreciation                                          (341)             (1,018)
Accrued insurance reserves                            1,642               2,099
Other, net                                            2,699               1,095
--------------------------------------------------------------------------------
Net deferred tax assets                             $ 4,000            $  7,876
--------------------------------------------------------------------------------

The Company's remaining NOL carry forwards, which originated in 1993, were
fully utilized during 1996.

(f) NET INCOME PER SHARE
Net income per share of common stock is based upon the weighted average
number of common shares outstanding during the year. The weighted average
common shares were 52,383,000 in 1996, 51,813,000 in 1995 and 49,318,000 in
1994. Dilution, which would result if all outstanding options were exercised,
is not significant to the net income per share computation.

(g) USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

(h) PENSION AND PROFIT SHARING PLANS
The Company and its subsidiaries have defined benefit or defined contribution
retirement plans covering substantially all of their employees. Included in
these plans are certain union-sponsored plans to which the Company makes
annual contributions equal to the amounts accrued. The total pension expense
for union-sponsored plans for 1996, 1995, and 1994 was $720,000, $660,000,
and $460,000, respectively. The Company has one trustee-administered profit
sharing plan covering all eligible employees. Discretionary contributions of
$218,000, $96,000 and $83,000 were charged to expense in 1996, 1995 and 1994,
respectively. Total pension expense for Company-sponsored plans for 1996,
1995 and 1994 was $130,000, $184,000, and $148,000, respectively.

18

<PAGE>



(h) PENSION AND PROFIT SHARING PLANS (CONTINUED)
Pension expense includes the following components (In Thousands):

--------------------------------------------------------------------------------
                                                       1996      1995     1994
--------------------------------------------------------------------------------
Service cost--benefits earned during the period      $  237    $  220   $  202
Interest on projected benefit obligations               415       365      315
Actual return on plan assets                           (538)     (417)    (356)
Net amortization and deferral                            16        16      (13)
--------------------------------------------------------------------------------
    Net pension expense                              $  130    $  184   $  148

--------------------------------------------------------------------------------

The status of the plans at the respective year ends was as follows (In
Thousands):

--------------------------------------------------------------------------------
                                                       1996      1995     1994
--------------------------------------------------------------------------------
Fair market value of plan assets                     $6,888    $6,043   $4,959
--------------------------------------------------------------------------------

Actuarial present value of benefits for services rendered to date:

Accumulated benefit obligation based on salaries
to date, including vested benefits of $4,866, $3,928
and $3,496 in 1996, 1995 and 1994, respectively      $4,894    $3,952   $3,508

Additional benefits based on estimated future
salary levels                                         1,633     1,237    1,057
--------------------------------------------------------------------------------
Projected benefit obligations                        $6,527    $5,189   $4,565
--------------------------------------------------------------------------------
Excess of plan assets over projected
benefit obligations                                  $  361    $  854   $  394
Unrecognized net transitional asset                      40        56       64
Unrecognized market (gain) loss                         350      (391)    (290)
Unrecognized prior service costs                         67        84       92
--------------------------------------------------------------------------------
Prepaid pension asset                                $  818    $  603   $  260
--------------------------------------------------------------------------------

The expected long-term rate of return on plan assets was 8.0% for 1996, 1995 and
1994. The weighted average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of
accumulated benefit obligations were 8.0% and 4.0%, respectively, in 1996, 1995
and 1994.

(3) DISCONTINUED OPERATIONS
On September 7, 1995, the Company announced that its Board of Directors
authorized Company management to explore the sale of all or a majority of the
common stock of the Company. On January 26, 1996, the Company announced that
efforts to sell the entire Company did not result in a satisfactory offer and
that it would begin discussions with multiple parties regarding the sale of four
of its five operating divisions in order to focus fully on the strategic growth
and development


                                                                            19

<PAGE>


    NOTES TO FINANCIAL STATEMENTS



(3) DISCONTINUED OPERATIONS (CONTINUED)
of its ROHN Division, a supplier of goods and services to the telecommunications
industry. The divisions sold were the Leavitt Tube division, a producer of
mechanical and structural steel tubing, the Commercial Products division, a
manufacturer of steel and plastic shopping carts, the Home Products division, a
manufacturer of stainless steel and composite sinks and the Real Time Solutions
(RTS) subsidiary, a supplier of "pick-to-light" inventory picking systems. Total
sales of these operations were $157 million, $242 million and $265 million for
the years ended December 31, 1996, 1995 and 1994, respectively.

On May 16, 1996, the Company entered into a definitive agreement to sell its UNR
Leavitt Division to Chase Brass Industries, Inc. for $95.0 million cash, subject
to closing adjustments. This transaction closed in August, 1996.

On June 19, 1996, the Company entered into a definitive agreement to sell its
Unarco Commercial Products Division to Richards Capital Fund, L.P. for $41.0
million cash, subject to closing adjustments. This transaction closed in July,
1996.

On August 27, 1996, the Company entered into a definitive agreement to sell the
assets of its Home Products Division to Franke, Inc. for $21.4 million cash,
subject to closing adjustments. This transaction closed in September, 1996.

On December 19, 1996, the Company announced the sale of its Real Time Solutions,
Inc. subsidiary to Pinnacle Automation.

Net assets of these operations for the prior year are classified as "Net assets
of discontinued operations" in the accompanying balance sheets. The sale of
these divisions in 1996 resulted in a gain of $21.9 million, net of $14.6
million of taxes.

On January 31, 1995, the Company entered into a definitive agreement to sell its
industrial storage rack business to The Renco Group, Inc., a private holding
company. This sale was consummated on March 31, 1995. In 1994, the after-tax
$2.5 million provision for estimated loss on disposition of the industrial
storage rack business included a write-down of those assets to estimated net
realizable values and estimated costs of disposing of this operation.

(4) LITIGATION
The Company is involved in various pending legal proceedings and claims arising
in the normal course of its business. Although the outcome of such proceedings
and claims cannot be determined with certainty, the Company is of the opinion,
after consultation with counsel, that such proceedings and claims, individually
or in the aggregate, are not material to its business or financial condition.

(5) LEASES
The Company leases certain of its facilities and equipment under operating
leases or capital leases, as defined by SFAS No. 13. The Company's property
under capital leases, which is included in plant and equipment, consists of
$4,919,000 at December 31, 1996, and $2,743,000 at December 31, 1995 (see Note
6).

Future minimum payments for operating leases at December 31, 1996, are $197,000
in 1997, $146,000 in 1998, and $143,000 in 1999. Rental expense under operating
leases was approximately $1,220,000 in 1996, $1,248,000 in 1995 and $1,186,000
in 1994.


20


<PAGE>

                                       NOTES TO FINANCIAL STATEMENTS

(6) LONG-TERM BORROWINGS
Total borrowings of the Company at December 31, 1996 and 1995, consisted of the
following (In Thousands):

--------------------------------------------------------------------------------
                                                         1996            1995
--------------------------------------------------------------------------------
Mortgage notes payable at 7.5% to 8.0%                $ 8,103         $ 2,118
Capital leases                                          4,919           2,743
Short-term borrowings                                   2,000           6,000
--------------------------------------------------------------------------------
      Total                                           $15,022         $10,861
--------------------------------------------------------------------------------
Classified in the balance sheets as follows:
    Short-term borrowings                             $ 2,000         $ 6,000
    Current portion of long-term liabilities              831             190
    Notes and capital leases                           12,191           4,671
--------------------------------------------------------------------------------
      Total                                           $15,022         $10,861
--------------------------------------------------------------------------------

The Company has a $20.0 million line of credit for short-term borrowings with a
bank. Under the terms of the agreement, interest rates are determined at the
time of borrowing with interest payable at the prevailing prime rate or LIBOR
rate plus 1%, at the Company's option.

At December 31, 1996, outstanding borrowings totaled $2.0 million at an average
interest rate of 6.5%. Such credit agreement is secured by certain accounts
receivable of the Company and its subsidiaries. The commitment fee on the unused
portion of the facility is 1/4% per annum.

Aggregate annual payments required on secured debt, including capitalized
leases, are $2,830,000 in 1997, $927,000 in 1998, $995,000 in 1999, $1,067,000
in 2000, $891,000 in 2001 and $8,312,000 thereafter.

(7) STOCK OPTION PLANS
The Company measures compensation cost using the intrinsic value-based method of
accounting pursuant to the provisions of APB Opinion No. 25. Had compensation
cost been determined on the fair market value-based accounting method proscribed
by Statement of Financial Accounting Standards (SFAS) No. 123 on Accounting for
Stock-Based Compensation for options granted in 1996 and 1995, the impact on the
financial position or results of operations of the Company would not be
material. Therefore, no additional disclosures related to SFAS No. 123 are
presented. Because the Statement 123 method of accounting has not been applied
to options granted prior to January 1, 1995, the resulting pro forma
compensation cost, which is immaterial in 1996 and 1995, may not be
representative of that to be expected in future years.

The Company had two stock option plans at December 31, 1996, the Key Executives'
Stock Option Plan and the 1994 Stock Option Plan.

The Key Executives' Stock Option Plan was approved by the shareholders of the
Company on July 12, 1990. This Plan provides for granting of non-qualified and
incentive stock options, and reserves for the issuance of up to 2,500,000
authorized but unissued shares of common stock. Options granted under this Plan
were exercisable at a price equal to the fair market value at the date of grant
and expired in ten years. At December 31, 1996, 1,153,000 common shares were
available for granting under this Plan. There were no outstanding options under
this Plan at December 31, 1996.


                                                                        21

<PAGE>

    NOTES TO FINANCIAL STATEMENTS


The 1994 Stock Option Plan was approved by the shareholders of the Company on
November 1, 1994. This plan provides for granting of non-qualified options and
reserves for the issuance of up to 500,000 shares. Outstanding options granted
under this plan are exercisable at a price equal to the fair market value at the
date of grant, reduced by the amount of any "Extraordinary Dividend" made after
the date of grant, and expire in five years. Each option is exercisable upon the
attainment of certain stock price thresholds, adjusted for extraordinary
dividends, or fifty-four months, whichever comes earlier. At December 31, 1996,
55,000 common shares were available for granting under this plan.

Information relating to these plans are summarized below (In Thousands Except
per Share Data):

--------------------------------------------------------------------------------
                                                                     Average
                                                      Shares         Option
                                                   Subject to       Price per
                                                     Options          Share
--------------------------------------------------------------------------------
Outstanding December 31, 1993                            17            $2.078
    Granted                                             405             5.525
    Exercised                                           (17)            2.078
    Canceled                                             --                --
--------------------------------------------------------------------------------
Outstanding December 31, 1994                           405            $5.525
    Granted                                              40             6.780
    Exercised                                            --                --
    Canceled                                             --                --
--------------------------------------------------------------------------------
Outstanding December 31, 1995                           445            $5.638
    Granted                                              --                --
    Exercised                                          (245)            3.084
    Cancelled                                            --                --
--------------------------------------------------------------------------------
Outstanding December 31, 1996,
 adjusted for extraordinary dividends                   200            $0.838
--------------------------------------------------------------------------------

(8) RESTRICTED STOCK PLAN
The UNR Industries, Inc. Restricted Stock Plan was approved by the shareholders
of the Company on July 30, 1992. The Plan provides for the granting of
restricted stock to certain key employees and reserves for issuance of 1,000,000
shares of common stock.

The Company had 170,869 and 162,264 shares of restricted stock outstanding at
December 31, 1996, and 1995, respectively. Of the current shares outstanding,
30,000 were awarded to the Company's President and CEO in connection with his
employment agreement and 140,869 shares were issued to certain key employees of
the Company. These shares have the same dividend and voting rights as other
common stock. Restricted stock is considered to be currently issued and
outstanding. The cost of the restricted stock, determined as the fair market
value of the shares at the date of grant, is expensed ratably over a three- to
five-year vesting period. Such expense amounted to $261,000 in 1996; $183,000
in 1995 and $383,000 in 1994.

22

<PAGE>

                                            NOTES TO FINANCIAL STATEMENTS

(9) STOCKHOLDERS' EQUITY
On September 24, 1990, the Company announced that its Board of Directors had
authorized the acquisition, through both negotiated transactions involving large
blocks and open-market purchases, of up to 1.5 million shares of its common
stock to be held as treasury shares and be available to meet requirements of its
Key Executives' Stock Option Plan. As of December 31, 1996 and 1995, 1,133,565
shares have been purchased.

On December 23, 1996, the Company paid a regular dividend of $.25 per share and
an extraordinary dividend of $.35 per share to stockholders of record as of the
close of business on December 16, 1996.

On September 27, 1996, the Company paid an extraordinary dividend of $2.00 per
share to stockholders of record as of the close of business on September 17,
1996.

On December 28, 1995, the Company paid an extraordinary dividend of $1.00 per
share to stockholders of record as of the close of business on December 18,
1995.

On April 17, 1995, the Company paid a regular dividend of $.25 per share and an
extraordinary dividend of $1.30 per share to stockholders of record as of the
close of business on April 3, 1995.

On April 1, 1994, the Company paid a regular dividend of $.20 per share to
stockholders of record as of the close of business on March 18, 1994.

(10) RELATED PARTY TRANSACTIONS
The Company presently holds three notes receivable for a total of $2,300,000
from executive officers of the Company. These notes are related to the 1994
Executive Stock Purchase Plan approved by shareholders of the Company on
November 1, 1994. Under the Plan, executive officers purchased 1,650,000 shares
of common stock from the Company, at the then fair market value. Shares were
paid for in cash in the amount of the par value of the stock and the balance in
promissory notes due in three years. The notes are interest free (although
interest is imputed for tax purposes), except in the event a participant resigns
from the Company, is terminated for cause or, if the stock is sold within three
years, the notes become due and interest at the applicable Federal rate is
applied retroactively from the date of the notes. Dividends, net of Federal and
state taxes, are applied to the principal of the notes. In 1996, dividends
reduced the outstanding balance from $5,525,000 at December 31, 1995, to
$2,300,000 at December 31, 1996. In 1995, dividends reduced the outstanding
balance from $9,100,000 at December 31, 1994, to $5,525,000 at December 31,
1995. If the stock is not sufficient to satisfy the loan balance at maturity,
the participant can transfer the shares in partial payment of the note and is
personally liable for that portion of the note exceeding 25% of the loan
balance.

(11) BUSINESS SEGMENT INFORMATION
The Company operates predominantly in a single industry as a manufacturer of
towers, poles and shelters for the telecommunications industry. This industry is
strongly influenced by the growth in demand for wireless telecommunications
services.

The Company's export sales are less than 10% of total revenues. Revenues and
identifiable assets are related to its U.S. operations and no one other
geographic area accounts for more than 10% of total revenues or 10% of total
assets.


                                                                          23

<PAGE>

    QUARTERLY RESULTS OF OPERATIONS


<TABLE>
<CAPTION>
(Unaudited)                                                     (in thousands except per share data)
-------------------------------------------------------------------------------------------------------
                                                 First      Second       Third      Fourth       Year
-------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>       <C>           <C>       <C>
1996

Net Sales                                      $30,957     $37,857     $41,910     $43,710    $154,434
-------------------------------------------------------------------------------------------------------
Gross profit                                     9,248      11,453      12,610      14,276      47,587
-------------------------------------------------------------------------------------------------------
Operating income                                 5,815       7,659       8,786      10,238      32,498
-------------------------------------------------------------------------------------------------------
Income from continuing operations                3,514       4,603       5,780       6,385      20,282
-------------------------------------------------------------------------------------------------------
Discontinued operations:
 Income from operations, net of tax              1,412       2,029         418          --       3,859
 Gain on sales, net of tax                          --          --      21,900          --      21,900
-------------------------------------------------------------------------------------------------------
Net Income                                      $4,926      $6,632     $28,098      $6,385     $46,041
-------------------------------------------------------------------------------------------------------
Net Income Per Share
 Continuing operations                         $   .07     $   .09     $   .11     $   .12    $    .39
 Discontinued operations:
   Income from operations                          .03         .04         .01          --         .08
   Gain on sales                                    --          --         .42          --         .42
-------------------------------------------------------------------------------------------------------
Net Income Per Share                           $   .10     $   .13     $   .54     $   .12    $    .89
-------------------------------------------------------------------------------------------------------
1995

Net Sales                                      $37,180     $41,080     $32,994     $30,962    $142,216
-------------------------------------------------------------------------------------------------------
Gross profit                                    11,064      12,345      10,067       9,744      43,220
-------------------------------------------------------------------------------------------------------
Operating income                                 7,198       8,524       7,449       6,691      29,862
-------------------------------------------------------------------------------------------------------
Income from continuing operations                4,886       5,292       4,606       4,217      19,001
-------------------------------------------------------------------------------------------------------
Discontinued operations:
 Income from operations, net of tax              2,987       2,502       2,465       2,321      10,275
-------------------------------------------------------------------------------------------------------
Net Income                                     $ 7,873     $ 7,794     $ 7,071     $ 6,538    $ 29,276
-------------------------------------------------------------------------------------------------------
Net Income Per Share
 Continuing operations                         $   .10     $   .10     $   .09     $   .08    $    .37
 Discontinued operations:
   Income from operations                          .06         .05         .05         .04         .20
-------------------------------------------------------------------------------------------------------
Net Income Per Share                           $   .16     $   .15      $  .14     $   .12    $    .57
-------------------------------------------------------------------------------------------------------

</TABLE>

24

<PAGE>

                                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF UNR INDUSTRIES, INC.:

We have audited the accompanying consolidated balance sheets of UNR INDUSTRIES,
INC. (a Delaware corporation) AND SUBSIDIARIES as of December 31, 1996 and 1995,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in acordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of UNR Industries, Inc.
and Subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

                                       ARTHUR ANDERSEN LLP

Chicago, Illinois,
March 6, 1997

                                                                     25

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS


YEAR 1996 VERSUS YEAR 1995

NET SALES FROM CONTINUING OPERATIONS. Net sales from continuing operations in
1996 were $154.4 million versus $142.2 million in 1995 or an increase of 8.5%.
The sales increase is due primarily to the growth of wireless
telecommunications, especially the growth of the infrastructure for personal
communications systems (PCS). Although the 1996 growth rate of 8.5% is smaller
than the 1995 gowth rate of 32.9%, 1995 sales included $15.0 million of sales
(recorded in the first half of 1995) from a one-time stand alone communications
network. The 1996 sales were the highest in the Company's history on a
continuing operations basis, and 1996 is the fourth consecutive year of record
sales.

GROSS PROFIT. In 1996, gross profit increased to 30.8% from the 30.4% level
achieved during 1995. The increase is due to a greater mix of tower products
compared to 1995.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses (SG&A) in 1996 were 9.8% of sales compared with 9.4% of sales during
1995. The percentages between the year are actually comparable, since 1995
included a $600,000 gain on the sale of real esate that reduced the 1995
percentage by over .4%.

INTEREST EXPENSE. Interest expense increased during 1996 resulting from
long-term borrowings for the new Frankfort, Indiana facility and for the
management information system being installed.

INTEREST INCOME. Interest income decreased due to generally lower levels of cash
available during 1996 compared to 1995 as a result of dividends paid to
shareholders.

INCOME TAXES. See footnote 2(e) for a complete discussion of UNR's taxes.

INTERNATIONAL. International sales, which approximated 5% of the Company's
sales, declined slightly from 1995.

YEAR 1995 VERSUS YEAR 1994

NET SALES FROM CONTINUING OPERATIONS. Net sales from continuing operations in
1995 were $142.2 million versus $107.0 million in 1994 or an increase of 32.9%.
The sales increase was due primarily to the rapid growth of wireless
telecommunications services. In addition, 1995 represented the first full year
of production in the expanded Bessemer, Alabama, shelter facility.

GROSS PROFIT. In 1995, gross profit as a percentage of sales was 30.4%, just
below the prior year's 31.7%. This decrease was due to competitive pressures in
the tower market and the fact that shelters, which carry a lower gross margin
percentage, now represented a greater portion of sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses (SG&A) in 1995 were 9.4% of sales versus 14.4% in 1994.
This reduction reflected cost containment measures taken throughout the Company,
a $600,000 gain on the sale of real estate included in 1995, and the operating
leverage created as a result of a 32.9% increase in sales and many fixed
expenses increasing by inflation.

INTEREST EXPENSE. Interest expense decreased due to lower average levels of
borrowings versus the prior year.

26

<PAGE>

                                  MANAGEMENT'S DISCUSSION AND ANALYSIS


INTEREST INCOME. Interest income increased over the prior year due to generally
greater levels of available cash offset somewhat by lower prevailing interest
rates during 1995 versus 1994.

INCOME TAXES. See footnote 2(e) for a complete discussion of UNR's taxes.

INTERNATIONAL. International sales, which represented slightly more than 5% of
the Company's sales, increased 14.9% from the prior year. Gains were made
primarily in South America and the Far East, while last year's sales increase
driver, Mexico, suffered this year due to economic problems.

LIQUIDITY AND CAPITAL RESOURCES. Cash flow during 1996 was a negative $850,000.
The 1996 cash flows included certain significant items, including dividends paid
of $136.4 million, and proceeds from the sales of discontinued operations of
$157.7 million. The Company's financial condition continues to be strong at the
end of 1996, with working capital of $30.2 million. The Company's working
capital ratio, a measure of short-term liquidity, decreased from 2.1 to 1 in
1995 to 1.8 to 1 in 1996. Both measures are considered strong indicators of
liquidity.

Capital expenditures were $11.7 million in 1996 versus $2.3 million in 1995.
Capital expenditures in 1996 included the construction of a new plant in
Frankfort, Indiana, which produces tower and shelter components, as well as a
full line of wireless communications mounts. The 1996 capital expenditures also
included the initial phases of a new galvanizing facility and expenditures on a
new management information system, both of which are to be implemented during
1997. The Company's current operating plan calls for capital spending in 1997 to
be approximately $12.5 million, which includes the construction of new
facilities in Peoria, Illinois for new products, expansion of the Bessemer,
Alabama shelter facility, and completion of the galvanizing and management
information system projects.

The Company expects to meet its ongoing working capital and capital expenditure
requirements from operating cash flows, borrowing through industrial development
revenue bonds and under a $20.0 million short-term credit facility. In addition,
the Company's strong unleveraged balance sheet allows it to access funds, if
needed, from the capital markets.

INFLATION. The impact of inflation on UNR's operations is principally related to
steel price volatility which may moderately affect earnings from time to time.

1997 COMPANY OUTLOOK

Company sales are expected to continue to grow from the demand created by the
continuing buildout of the PCS infrastructure, and the continuing growth of the
other wireless communications markets, including cellular. As international
opportunities continue to present themselves, ROHN plans to be aggressive in
pursuing those opportunities.

Through the capital expansion projects at all 3 manufacturing locations, ROHN
believes that it is increasing its capacity to meet its customers' demands for
wireless communications products.

Safe Harbor under the Private Securities Litigation Reform Act of 1995: The
information included in the Outlook section is forward looking and involves
risks and uncertainties that could significantly impact expected results. While
it is impossible to itemize the many factors and specific events that could
affect the outlook of any company, the company's outlook for 1997 is based
predominantly on the assumptions related to the growth of the various wireless
technologies discussed in this annual report.

                                                                          27

<PAGE>

    DIRECTORS AND OFFICERS


         DIRECTORS

    -    Thomas A. Gildehaus
         President and Chief Executive Officer

    -+   Charles M. Brennan III
         Chairman and Chief Executive Officer
         of MYR Group, Inc.

    -*   Darius W. Gaskins, Jr.
         Co-Founding Partner, Carlisle,
         Fagan, Gaskins & Wise, Inc.

    -*   Gene Locks
         Chairman of the Board of UNR
         Industries, Inc.
         Partner, Greitzer & Locks

    +    Ruth R. McMullin
         Private Investor

    +    Thomas F. Meagher
         Chairman, Howell Tractor &
         Equipment Company

    *    Robert B. Steinberg
         Partner, Rose Klein & Marias

    *    William J. Williams
         Retired Chairman, The Huntington
         National Bank

         Dwight Rohn
         Director Emeritus
         Founder, UNR-ROHN

    -    Member, Executive Committee
    *    Member, Compensation Committee
    +    Member, Audit Committee


         CORPORATE OFFICERS

         Thomas A. Gildehaus
         President and Chief Executive Officer

         Henry Grey
         Senior Vice President and
         Chief Financial Officer

         Victor E. Grimm
         Secretary and General Counsel

         CORPORATE DATA

         Transfer Agent and Registrar
         First Chicago Trust Company of
           New York
         One First National Plaza
         Chicago, Illinois 60670

         Independent Auditors
         Arthur Andersen LLP
         33 West Monroe Street
         Chicago, Illinois 60603

         General Offices
         6718 West Plank Road
         P.O. Box 2000
         Peoria, Illinois 61656
         (309) 697-4400

         DIVISIONAL MANAGEMENT

         Dwight Rohn
         Founder, UNR-ROHN

         Donald D. Rohn
         President, UNR-ROHN
         Peoria, Illinois

         Richard L. Rohn
         President, UNR-ROHN
         Bessemer, Alabama
         Frankfort, Indiana

         Rodney B. Harrison
         Chief Financial Officer, UNR-ROHN

         James R. Cote
         Vice President--Marketing & Sales
         UNR-ROHN


FORM 10-K
A copy of the Company's Form 10-K Annual Report to the Securities & Exchange
Commission is available without charge upon written request to: Henry Grey,
Senior Vice President and Chief Financial Officer, UNR Industries, Inc., 6718
West Plank Road, P.O. Box 2000, Peoria, IL 61656.

STOCK LISTING
The Company's common stock is listed on the NASDAQ National Market Systems and
the Chicago Stock Exchange under the symbol UNRI.

28

<PAGE>