UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
to
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended: December 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___________ to ___________
Commission File Number:
CLIMACHEM, INC.
(Exact Name of Registrant as Specified in its Charter)
Oklahoma 73-1528549
_______________________ _________________________
(State of Incorporation) (I.R.S. Employer
Identification No.)
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (405) 235-4546
________________
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed
all reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for the
shorter period that the Registrant has had to file the reports),
and (2) has been subject to the filing requirements for the past
90 days. YES X NO
___ _____
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __________. This paragraph is not
applicable to the Registrant.
All outstanding shares of capital stock of the registrant
are held directly or indirectly by the registrant's parent
company, LSB Industries, Inc.
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PART IV
_______
This Amendment No. 2 to the Company's Form 10-K for the fiscal year
ended December 31, 1999, amends only exhibit references 10.46, 10.47, and
21.1 contained at Item 14(a)(3) to provide for incorporation of such
exhibits by reference. Except as set forth in the foregoing sentence,
the Company's Form 10-K, as amended by Amendment No. 1 to the Company's
Form 10-K filed May 1, 2000, remains unchanged.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
_______ ________________________________________________________________
(a)(3) Exhibits
________
2.1. Stock Purchase Agreement and Stock Pledge Agreement between Dr. Hauri
AG, a Swiss Corporation, and LSB Chemical Corp., which the Company
hereby incorporates by reference from Exhibit 2.2 to the LSB's Form
10-K for fiscal year ended December 31, 1994.
2.2 Stock Option Agreement dated as of May 4, 1995, optionee, LSB Holdings,
Inc., an Oklahoma corporation, an option to purchase, which the Company
hereby incorporates by reference from Exhibit 2.1 to LSB's Form 10-K
for fiscal year ended December 31, 1995.
3.1. Certificate of Incorporation of ClimaChem, Inc., which the Company
hereby incorporates by reference from Exhibit 3.1 to the Company's
Registration Statement, No. 333-44905.
3.2. Bylaws of ClimaChem, Inc., which the Company hereby incorporates by
reference from Exhibit 3.2 to the Company's Registration Statement,
No. 333-44905.
4.1. Indenture, dated as of November 26, 1997, by and among ClimaChem, Inc.,
the Subsidiary Guarantors and Bank One, N.A., as trustee, which the
Company hereby incorporates by reference from Exhibit 4.1 to LSB
Industries, Inc.'s Form 8-K, dated November 26, 1997.
4.2. Form 10 3/4% Series B Senior Notes due 2007, which the Company hereby
incorporates by reference from Exhibit 4.3 to the Company's Registra-
tion Statement, No. 333-44905.
4.3. Promissory Note, dated November 26, 1997, executed by LSB Industries,
Inc. in favor of ClimaChem, Inc., which the Company hereby incorporates
by reference from Exhibit 10.1 to the Company's Registration Statement,
No. 333-44905.
4.4. Amended and Restated Loan and Security Agreement, dated November 21,
1997, by and between BankAmerica Business Credit, Inc., and Climate
Master, Inc., International Environmental Corporation, El Dorado
Chemical Company and Slurry Explosive Corporation, which the Company
hereby incorporates by reference from Exhibit 10.2 to the Company's
Registration Statement, No. 333-44905.
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4.5. First Amendment to Amended and Restated Loan and Security Agreement,
dated March 12, 1998, between BankAmerica Business Credit, Inc., and
Climate Master, Inc., International Environmental Corporation, El
Dorado Chemical Company and Slurry Explosive Corporation, which the
Company hereby incorporates by reference from Exhibit 10.53 to the
Company's Registration Statement, No. 333-44905.
4.6. Third Amendment to Amended and Restated Loan and Security Agreement,
dated August 14, 1998, between BankAmerica Business Credit, Inc.,
and Climate Master, Inc., International Environmental Corporation,
El Dorado Chemical Company and Slurry Explosive Corporation, which
the Company hereby incorporates by reference from Exhibit 4.1 to LSB
Industries, Inc.'s Form 10-Q for the quarter ended June 30, 1998.
4.7. Fourth Amendment to Amended and Restated Loan and Security Agreement,
dated November 19, 1998, between BankAmerica Business Credit, Inc.,
and Climate Master, Inc., International Environmental Corporation,
El Dorado Chemical Company and Slurry Explosive Corporation, which
the Company hereby incorporates by reference from Exhibit 4.1 to LSB
Industries, Inc.'s Form 10-Q for the quarter ended September 30, 1998.
4.8. Fifth Amendment to Amended and Restated Loan and Security Agreement,
dated April 8, 1999, between BankAmerica Business Credit, Inc., and
Climate Master, Inc., International Environmental Corporation, El
Dorado Chemical Company and Slurry Explosive Corporation, which the
Company hereby incorporates by reference from Exhibit 4.16 to LSB
Industries, Inc.'s Form 10-K for the fiscal year ended December 31,
1998.
4.9. Waiver Letter, dated March 16, 1998, from BankAmerica Business Credit,
Inc., which the Company hereby incorporates by reference from Exhibit
10.55 to the Company's Registration Statement, No. 333-44905.
4.10. First supplement to indenture dated as of February 9, 1999 which is
incorporated by reference from Exhibit 4.19 to LSB's Form 10-K for
the year ended December 31, 1998.
4.11. Sixth Amendment, dated May 10, 1999, to Amended and Restated Loan and
Security Agreement between BankAmerica Business Credit, Inc., and
Climate Master, Inc., International Environmental Corporation, El
Dorado Chemical Company and Slurry Explosive Corporation, which the
Company hereby incorporates by reference from Exhibit 4.1 to the
Company's Form 10-Q for the fiscal quarter ended June 30, 1999.
10.1. Continuing Guaranty, dated November 21, 1997, between ClimaChem,
Inc. and BankAmerica Business Credit, Inc., which the Company hereby
incorporates by reference from Exhibit 10.3 to the Company's
Registration Statement, No. 333-44905.
10.2. Services Agreement, dated November 21, 1997, between LSB Industries,
Inc. and ClimaChem, Inc., which the Company hereby incorporates by
reference from Exhibit 10.4 to the Company's Registration Statement,
No. 333-44905.
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10.3. Management Agreement, dated November 21, 1997, between LSB Industries,
Inc. and ClimaChem, Inc., which the Company hereby incorporates by
reference from Exhibit 10.5 to the Company's Registration Statement,
No. 333-44905.
10.4. Tax Sharing Agreement, dated November 21, 1997, between LSB Industries,
Inc. and ClimaChem, Inc., which the Company hereby incorporates by
reference from Exhibit 10.6 to the Company's Registration Statement,
No. 333-44905.
10.5. Severance Agreement, dated January 17, 1989, between LSB Industries,
Inc. and Jack E. Golsen, which the Company hereby incorporates by
reference from Exhibit 10.48 to LSB Industries, Inc.'s Form 10-K for
fiscal year ended December 31, 1988. LSB Industries, Inc. also entered
into identical agreements with Tony M. Shelby, David R. Goss, Barry H.
Golsen, David M. Shear, and Jim D. Jones, and the Company will provide
copies thereof to the Commission upon request.
10.6. Employment Agreement and Amendment to Severance Agreement, dated
January 12, 1989 between LSB Industries, Inc. and Jack E. Golsen,
dated March 21, 1996, which the Company hereby incorporates by
reference from Exhibit 10.15 to LSB Industries, Inc.'s Form 10-K for
fiscal year ended December 31, 1995.
10.7. Letter Amendment, dated May 14, 1997, to Loan and Security Agreement
between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
is incorporated by reference from Exhibit 10.1 to LSB Industries,
Inc.'s Form 10-Q for the fiscal quarter ended March 31, 1997.
10.8. Amendment to Loan and Security Agreement, dated November 21, 1997,
between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
which the Company hereby incorporates by reference from Exhibit 10.19
to the Company's Registration Statement, No. 333-44905.
10.9. Guaranty Agreement, dated November 21, 1997, executed by ClimaChem,
Inc. in favor of The CIT Group/Equipment Financing, Inc., which
the Company hereby incorporates by reference from Exhibit 10.20
to the Company's Registration Statement, No. 333-44905.
10.10. Promissory Note, dated July 14, 1989, from Climate Master, Inc.
to Oklahoma County Finance Authority, which the Company hereby
incorporates by reference from Exhibit 10.21 to the Company's
Registration Statement, No. 333-44905.
10.11. Extension of Maturity on Promissory Note, dated February 7, 1997,
relating to the Promissory Note, dated July 14, 1989, from Climate
Master, Inc., to Oklahoma County Finance Authority, which the Company
hereby incorporates by reference from Exhibit 10.22 to the Company's
Registration Statement, No. 333-44905.
10.12. Mortgage of Tenant's Interest in Lease, dated July 1, 1989, executed
by Climate Master, Inc. in favor of the Oklahoma County Finance
Authority, which the Company hereby incorporates by reference from
Exhibit 10.23 to the Company's Registration Statement, No. 333-44905.
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10.13. Project Loan Agreement, dated July 1, 1989, between Climate Master,
Inc., and the Oklahoma County Finance Authority, which the Company
hereby incorporates by reference from Exhibit 10.24 to the Company's
Registration Statement, No. 333-44905.
10.14. Promissory Note, dated June 2, 1997, executed by International
Environmental Corporation in favor of ORIX Credit Alliance, Inc.,
which the Company hereby incorporates by reference from Exhibit 10.30
to the Company's Registration Statement, No. 333-44905.
10.15. Security Agreement-Mortgage on Goods and Chattels, dated April 18,
1997, executed by International Environmental Corporation in favor
of ORIX Credit Alliance, Inc., which the Company hereby incorporates
by reference from Exhibit 10.31 to the Company's Registration State-
ment, No. 333-44905.
10.16. Lease Agreement, dated March 7, 1988, between Northwest Financial
Corporation and International Environmental Corporation, which the
Company hereby incorporates by reference from Exhibit 10.32 to the
Company's Registration Statement, No. 333-44905.
10.17. First Amendment, dated August 17, 1995, to Lease Agreement dated
March 7, 1988, between Prime Financial Corporation and International
Environmental Corporation, which the Company hereby incorporates by
reference from Exhibit 10.33 to the Company's Registration Statement,
No. 333-44905.
10.18. Assignment, dated August 17, 1995, between Northwest Financial
Corporation and Prime Financial Corporation, which the Company hereby
incorporates by reference from Exhibit 10.34 to the Company's
Registration Statement, No. 333-44905.
10.19. Loan and Security Agreement, dated March 14, 1995, between
International Environmental Corporation and MetLife Capital
Corporation, which the Company hereby incorporates by reference
from Exhibit 10.35 to the Company's Registration Statement, No.
333-44905.
10.20. Lease Agreement, dated April 3, 1996, between Amplicon Financial and
International Environmental Corporation, which the Company hereby
incorporates by reference from Exhibit 10.36 to the Company's
Registration Statement, No. 333-44905.
10.21. Equipment Purchase and Security Agreement, dated February 1, 1994,
between U.S. Amada Ltd. and Climate Master, Inc., which the Company
hereby incorporates by reference from Exhibit 10.37 to the Company's
Registration Statement, No. 333-44905. Climate Master has entered
into three other Equipment Purchase and Security Agreements which
are substantially identical in all material respects except the
principal amount is $380,000, $88,000, and $330,000, respectively.
Copies of each of the foregoing will be provided to the Commission
upon request.
5
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10.22. Loan and Security Agreement (DSN Plant), dated October 31, 1994,
between DSN Corporation and The CIT Group, which the Company hereby
incorporates by reference from Exhibit 10.1 to LSB Industries, Inc.'s
Form 10-Q for the fiscal quarter ended September 30, 1994.
10.23. Loan and Security Agreement (Mixed Acid Plant), dated April 5, 1995,
between DSN Corporation and The CIT Group, which the Company hereby
incorporates by reference from Exhibit 10.25 to LSB Industries, Inc.'s
Form 10-K for the fiscal year ended December 31, 1994.
10.24. First Amendment to Loan and Security Agreement (DSN Plant), dated
June 1, 1995, between DSN Corporation and The CIT Group/Equipment
Financing, Inc., which the Company hereby incorporates by reference
from Exhibit 10.13 to the Company's Registration Statement, No.
333-44905.
10.25. First Amendment to Loan and Security Agreement (Mixed Acid Plant),
dated November 15, 1995, between DSN Corporation and The CIT Group/
Equipment Financing, Inc., which the Company hereby incorporates by
reference from Exhibit 10.15 to the Company's Registration Statement,
No. 333-44905.
10.26. Loan and Security Agreement (Rail Tank Cars), dated November 15, 1995,
between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
which the Company hereby incorporates by reference from Exhibit 10.16
to the Company's Registration Statement, No. 333-44905.
10.27. First Amendment to Loan and Security Agreement (Rail Tank Cars), dated
November 15, 1995, between DSN Corporation and The CIT Group/Equipment
Financing, Inc., which the Company hereby incorporates by reference
from Exhibit 10.17 to the Company's Registration Statement, No. 333-
44905.
10.28. Letter Amendment, dated May 14, 1997, to Loan and Security Agreement
between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
which the Company hereby incorporates by reference from Exhibit 10.1
to LSB Industries, Inc.'s Form 10-Q for the fiscal quarter ended
March 31, 1997.
10.29. Amendment to Loan and Security Agreement, dated November 21, 1997,
between DSN Corporation and The CIT Group/Equipment Financing, Inc.,
which the Company hereby incorporates by reference from Exhibit 10.19
to the Company's Registration Statement, No. 333-44905.
6
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10.30. Baytown Nitric Acid Project and Supply Agreement, dated June 27, 1997,
by and among El Dorado Nitrogen Company, El Dorado Chemical Company
and Bayer Corporation, which the Company hereby incorporates by
reference from Exhibit 10.2 to LSB Industries, Inc.'s Form 10-Q
for the fiscal quarter ended June 30, 1997. CERTAIN INFORMATION
WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF
COMMISSION ORDER CF #5551, DATED SEPTEMBER 25, 1997, GRANTING A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION
ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
10.31. First Amendment to Baytown Nitric Acid Supply Agreement, dated
February 1, 1999, between El Dorado Nitrogen Company and Bayer
Corporation, which the Company hereby incorporates by reference
from Exhibit 10.30 to LSB Industries, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998. CERTAIN INFORMATION WITHIN
THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION
ORDER CF #7927, DATED JUNE 9, 1999, GRANTING A REQUEST FOR CONFI-
DENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
10.32. Service Agreement, dated June 27, 1997, between Bayer Corporation
and El Dorado Nitrogen Company, which the Company hereby incor-
porates by reference from Exhibit 10.3 to LSB Industries, Inc.'s
Form 10-Q for the fiscal quarter ended June 30, 1997. CERTAIN
INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT
OF COMMISSION ORDER CF #5551, DATED SEPTEMBER 25, 1997, GRANTING A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION
ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
10.33. Ground Lease, dated June 27, 1997, between Bayer Corporation and
El Dorado Nitrogen Company, which the Company hereby incorporates by
reference from Exhibit 10.4 to LSB Industries, Inc.'s Form 10-Q for
the fiscal quarter ended June 30, 1997. CERTAIN INFORMATION WITHIN
THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION
ORDER CF #5551, DATED SEPTEMBER 25, 1997, GRANTING A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
10.34. Participation Agreement, dated as of June 27, 1997, among El Dorado
Nitrogen Company, Boatmen's Trust Company of Texas as Owner Trustee,
Security Pacific Leasing corporation, as Owner Participant and a
Construction Lender, Wilmington Trust Company, Bayerische Landesbank,
New York Branch, as a Construction Lender and the Note Purchaser, and
Bank of America National Trust and Savings Association, as Construc-
tion Loan Agent, which the Company hereby incorporates by reference
from Exhibit 10.5 to LSB Industries, Inc.'s Form 10-Q for the fiscal
quarter ended June 30, 1997. CERTAIN INFORMATION WITHIN THIS EXHIBIT
HAS BEEN OMITTED AS IT IS THE SUBJECT OF COMMISSION ORDER CF #5551,
DATED SEPTEMBER 25, 1997, GRANTING A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
10.35. Lease Agreement, dated as of June 27, 1997, between Boatmen's Trust
Company of Texas as Owner Trustee and El Dorado Nitrogen Company,
which the Company hereby incorporates by reference from Exhibit 10.6
to LSB Industries, Inc.'s Form 10-Q for the fiscal quarter ended
June 30, 1997.
10.36. Security Agreement and Collateral Assignment of Construction Docu-
ments, dated as of June 27, 1997, made by El Dorado Nitrogen Company,
which the Company hereby incorporates by reference from Exhibit 10.7
to LSB Industries, Inc.'s Form 10-Q for the fiscal quarter ended
June 30, 1997.
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10.37. Security Agreement and Collateral Assignment of Facility Documents,
dated as of June 27, 1997, made by El Dorado Nitrogen Company and
consented to by Bayer Corporation, which the Company hereby
incorporates by reference from Exhibit 10.8 to LSB Industries,
Inc.'s Form 10-Q for the fiscal quarter ended June 30, 1997.
10.38. Amendment to Loan and Security Agreement, dated March 16, 1998,
between The CIT Group/Equipment Financing, Inc., and DSN Corporation,
which the Company hereby incorporates by reference from Exhibit 10.54
to the Company's Registration Statement, No. 333-44905.
10.39. Sales Contract, dated December 7, 1998, between Solutia, Inc. and
El Dorado Chemical Company, which the Company hereby incorporates
by reference from Exhibit 10.39 to LSB Industries, Inc.'s Form
10-K for the fiscal year ended December 31, 1998. CERTAIN INFORMA-
TION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF
COMMISSION ORDER CF #7927, DATED JUNE 9, 1999, GRANTING A REQUEST
FOR CONFIDENTIAL TREATMENT UNDER THE FREEDOM OF INFORMATION ACT AND
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
10.40. Agreement, dated March 23, 1999, among El Dorado Chemical Company,
El Dorado Nitrogen Company, Bayer Corporation, ICF Kaiser Engineers,
Inc., ICF Kaiser International, Inc., and Acstar Insurance Company,
which the Company hereby incorporates by reference from Exhibit 10.41
to LSB Industries, Inc.'s Form 10-K for the fiscal year ended
December 31, 1998.
10.41. Union Contract, dated as of August 1, 1998, between EDC and the
International Association of Machinists and Aerospace Workers,
which the Company hereby incorporates by reference from Exhibit
10.42 to LSB Industries, Inc.'s Form 10-K for the year ended
December 31, 1998.
10.42. Stock Purchase Agreement, dated February 9, 1999, by and between
LSB Holdings, Inc. and ClimaChem, Inc., which the Company hereby
incorporates by reference from Exhibit to the Company's Form 10-K
for the fiscal year ended December 31, 1998.
10.43. Covenant Waiver Letter, dated April 10, 2000, between The CIT Group
and DSN Corporation, which the Company hereby incorporates by
reference from Exhibit 10.46 to LSB Industries, Inc.'s Form 10-K for
the fiscal year ended December 31, 1999.
10.44. Rail Car Service Agreement, dated July 29, 1999, between Prime
Financial Corporation and El Dorado Chemical Company, which the
Company hereby incorporates by reference from Exhibit 10.2 to the
Company's Form 10-Q for the fiscal quarter ended September 30, 1999.
10.45. Seventh Amendment to Amended and Restated Loan and Security Agreement,
dated January 1, 2000, by and between Bank of America, N.A. and
Climate Master, Inc., International Environmental Corporation, El
Dorado Chemical Company, and Slurry Explosive Corporation, which the
Company hereby incorporates by reference from Exhibit 10.2 to the
Company's Form 8-K dated December 30, 1999.
8
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10.46. Amendment to Anhydrous Ammonia Sales Agreement, dated January 4, 2000,
to be effective October 1, 1999, between Koch Nitrogen Company and
El Dorado Chemical Company, which the Company hereby incorporates by
reference from Exhibit 10.43 to LSB Industries, Inc.'s Form 10-K for
the fiscal year ended December 31, 1999. CERTAIN INFORMATION WITHIN
THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A REQUEST BY
THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE FREEDOM OF INFORMATION ACT. THE OMITTED
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.
10.47. Anhydrous Ammonia Sales Agreement, dated January 12, 2000, to be
effective October 1, 1999, between Koch Nitrogen Company and El
Dorado Chemical Company, which the Company hereby incorporates by
reference from Exhibit 10.44 to LSB Industries, Inc.'s Form 10-K
for the fiscal year ended December 31, 1999. CERTAIN INFORMATION
WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A
REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE FREEDOM OF INFORMATION ACT. THE
OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF
THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST.
10.48. Eighth Amendment to Amended and Restated Loan and Security Agreement,
dated March 1, 2000, by and between Bank of America, N.A. and Climate
Master, Inc., International Environmental Corporation, El Dorado
Chemical Company, and Slurry Explosive Corporation, which the Company
hereby incorporates by reference from Exhibit 10.2 to the Company's
Form 8-K dated March 1, 2000.
10.49. Loan Agreement dated December 23, 1999 between Climate Craft, Inc.
and the City of Oklahoma City which the Company hereby incorporates
by reference from Exhibit 10.49 to LSB's Form 10-K for fiscal year
ended December 31, 1999.
21.1. Subsidiaries of the Company which the Company hereby incorporates by
reference from Exhibit 21.1 to the Company's Form 10-K for the fiscal
year ended December 31, 1998.
23.1. Consent of Independent Auditors*
27.1. Financial Data Schedule*
_________________
* originally filed with the Form 10-K for the year ended December 31, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Company has
caused the undersigned, duly authorized, to sign this report on
its behalf on this 13th day of July, 2000.
CLIMACHEM, INC.
By: /s/ Jack E. Golsen
_________________________
Jack E. Golsen
Chairman of the Board and
President
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