<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from .................... to ....................
Commission File Number 0-3855
LACLEDE STEEL COMPANY
...............................................................................
(Exact name of Registrant as specified in its charter)
Delaware 43-0368310
....................................... .....................................
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
One Metropolitan Square, St. Louis, Missouri 63102
...............................................................................
(Address of principal executive offices)
(Zip code)
314-425-1400
...............................................................................
(Registrant's telephone number, including area code)
...............................................................................
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of July 25, 1995 there were 4,056,140 shares of $13.33 par value common
stock outstanding.
<PAGE> 2
<TABLE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
(In Thousands Except Per Share Data)
<CAPTION>
Second Quarter Ended Year to Date
June 30, June 30,
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 80,858 $ 80,559 $168,185 $165,256
Costs and expenses:
Cost of products sold 70,807 72,457 146,922 150,071
Selling, general and
administrative 3,502 3,168 7,131 6,550
Depreciation 2,087 1,926 4,003 3,853
Interest expense, net 2,524 1,572 4,701 3,134
Gain on sale of stock of
subsidiary (728) -- (728) --
--------- --------- --------- ---------
Total costs and expenses 78,192 79,123 162,029 163,608
--------- --------- --------- ---------
Earnings before income taxes 2,666 1,436 6,156 1,648
Provision for income taxes 882 574 2,278 659
--------- --------- --------- ---------
Net earnings before minority
interest 1,784 862 3,878 989
Minority interest (2) -- (2) --
--------- --------- --------- ---------
Net earnings 1,782 862 3,876 989
Retained earnings at beginning of
period 9,916 3,487 7,822 3,360
--------- --------- --------- ---------
Retained earnings at end of period $ 11,698 $ 4,349 $ 11,698 $ 4,349
========= ========= ========= =========
Net earnings per share $ 0.44 $ 0.21 $ 0.96 $ 0.24
========= ========= ========= =========
</TABLE>
- 1 -
<PAGE> 3
<TABLE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(In Thousands)
<CAPTION>
Jun. 30, Dec. 31,
1995 1994
---------- ----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 159 $ 159
Accounts receivable, less allowances 40,155 45,587
Prepaid expenses 416 1,202
Income taxes recoverable -- 546
Inventories:
Finished 59,670 45,407
Semi-finished 32,319 26,193
Raw materials 7,999 15,853
Supplies 15,377 15,013
---------- ----------
Total inventories 115,365 102,466
---------- ----------
Total Current Assets 156,095 149,960
---------- ----------
Non-Current Assets:
Intangible assets 20,029 21,101
Bond funds in trust 2,385 2,385
Prepaid pension contributions 17,824 17,795
Deferred income taxes 20,633 21,726
Other 3,312 3,522
---------- ----------
Total Non-Current Assets 64,183 66,529
---------- ----------
Plant and Equipment, at cost 261,329 256,237
Less - accumulated depreciation 133,263 129,475
---------- ----------
Net Plant and Equipment 128,066 126,762
---------- ----------
Total Assets $ 348,344 $ 343,251
========== ==========
</TABLE>
- 2 -
<PAGE> 4
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
Jun. 30, Dec. 31,
1995 1994
---------- ----------
<S> <C> <C>
Current Liabilities:
Accounts payable $ 31,769 $ 36,462
Accrued compensation 8,041 9,798
Current portion of long-term debt 2,439 2,484
Accrued costs of pension plans 9,290 9,830
Other 2,438 2,480
---------- ----------
Total Current Liabilities 53,977 61,054
---------- ----------
Non-Current Liabilities:
Accrued costs of pension plans 39,610 41,413
Accrued postretirement medical benefits 79,289 79,180
Other 6,768 7,060
---------- ----------
Total Non-Current Liabilities 125,667 127,653
---------- ----------
Long-Term Debt:
Bank agreement 82,307 74,301
Revenue bonds 26,500 26,500
Other long 2,000 --
---------- ----------
Total Long-Term Debt 110,807 100,801
---------- ----------
Minority Interest 274 --
---------- ----------
Stockholders' Equity:
Preferred stock, without par value, authorized
2,000,000 shares with none issued -- --
Common stock, $13.33 par value, authorized
5,000,000 shares with 4,056,140 shares issued 54,081 54,081
Capital in excess of par value 247 247
Retained earnings 11,698 7,822
Minimum pension liability adjustment (8,407) (8,407)
---------- ----------
Total Stockholders' Equity 57,619 53,743
---------- ----------
Total Liabilities and Stockholders' Equity $ 348,344 $ 343,251
========== ==========
</TABLE>
-3-
<PAGE> 5
<TABLE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>
Six Months Ended
June 30,
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,876 $ 989
Adjustments to reconcile net earnings to
net cash provided by (used in) operating activities:
Depreciation 4,003 3,853
Change in deferred income taxes 1,093 579
Gain on sale of stock of subsidiary (728) --
Undistributed minority interest 2 --
Changes in assets and liabilities that
provided (used) cash:
Accounts receivable 5,432 8,519
Inventories (12,899) 1,091
Accounts payable and accrued expenses (5,452) (2,274)
Pension cost less than funding (1,372) (1,510)
Accrued postretirement medical benefits 109 800
Other assets and liabilities 442 (409)
---------- ----------
Net cash provided by (used in) operating activities (5,494) 11,638
---------- ----------
Cash flows from investing activities:
Capital expenditures (5,290) (6,279)
---------- ----------
Net cash used in investing activities (5,290) (6,279)
---------- ----------
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit 8,722 (7,500)
Payments on long-term debt (761) (142)
Proceeds from long term debt 2,000 --
Proceeds from sale of stock of subsidiary 1,000 --
Proceeds from bond funds in trust -- 1,546
Payment of financing costs (177) --
---------- ----------
Net cash provided by (used in) financing activities 10,784 (6,096)
---------- ----------
Cash and cash equivalents:
Net increase (decrease) during the period -- (737)
At beginning of year 159 894
---------- ----------
At end of period $ 159 $ 157
========== ==========
</TABLE>
- 4 -
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The accompanying unaudited consolidated financial statements include the
accounts of Laclede Steel Company and its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated. The
consolidated financial statements reflect all adjustments (such adjustments
are of a normal recurring nature unless otherwise disclosed in these
interim financial statements) which are in the opinion of Management
necessary for a fair statement of the results for the interim periods.
NOTE 2 - EARNINGS PER SHARE
Earnings per share have been calculated based on weighted average shares
outstanding of 4,056,140.
NOTE 3 - INCOME TAXES
The provision for income taxes represents an effective combined federal and
state tax rate of 40% for both years.
- 5 -
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Earnings of $3.9 million plus $4.0 million in depreciation charges and
deferred income taxes of $1.1 million increased cash flow by $9.0 million in
the first half of 1995. Operating activities, however, used $5.5 million in
cash, reflecting a $12.9 million increase in inventories. Working capital
increased by $13.2 million in the first half of 1995 and the ratio of current
assets to current liabilities was 2.9 to 1.0 at June 30, 1995. Capital
expenditures totaled $5.3 million in the first six months of 1995.
Second quarter 1995 cash flows from financing activities reflect
transactions of the Company's subsidiary, Laclede Mid-America, Inc. including
$1.0 million from the sale of approximately 3% of the stock of the subsidiary
and a $2 million term loan. These funds will be used for modifications at the
Fremont, Indiana Plant in connection with the new venture to produce oil
tempered wire for suspension springs for the automotive market. See Note 2 to
the Consolidated Financial Statements.
At June 30, 1995, $82.3 million in borrowings were outstanding under the
Company's Loan and Security Agreement. Approximately $15.0 million was
available under this Agreement at June 30, 1995, after deducting $2.6 million
in outstanding letters of credit. Low shipments in July reduced accounts
receivable balances which affect revolving credit availability under terms of
the Agreement. At July 31, 1995 $9.0 million was available after deducting
outstanding letters of credit.
Management believes that sales will increase to more normal levels and,
accordingly, internally generated funds and existing banking arrangements
should be adequate to finance planned capital expenditures, which will be
approximately $15.0 million in 1995. In the event that sales do not return to
more normal levels in the short-term, certain capital expenditures will be
delayed.
Results of Operations
Net sales increased by $2.9 million or 1.8% in the first half of 1995
compared to the first half of 1994, primarily as the result of a 6.1% increase
in average selling prices for steel products. Total steel shipments declined
by 4.5%, but with an improved product mix. Cost of products sold declined by
$3.1 million or 2.1% in the first half of 1995 compared to the first half of
1994. The decrease in cost of products sold was proportionately less than the
decline in shipments, reflecting higher ferrous scrap costs partially offset by
productivity improvements throughout Company operations.
- 6 -
<PAGE> 8
Second quarter 1995 net sales were only slightly higher than the 1994
quarter due to a 4.3% decline in shipments offset by higher sales prices and a
better product mix. Second quarter cost of products sold declined by only 2.3%
due to higher scrap and overhead costs.
The increase in interest expense in the first half of 1995 is primarily the
result of an increase in bank borrowings and an increase in the average
interest rate of approximately 240 basis points.
See Note 2 to the Consolidated Financial Statements for explanation of the
gain on sale of stock of subsidiary.
- 7 -
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(4)(a) Registrant's Loan and Security Agreement dated as of September 7,
1994. (Incorporated by reference to Exhibit (4)(a) in
Registrant's quarterly report on Form 10-Q for September 30,
1994.)
(4)(b) First Amendment dated February 15, 1995 to Registrant's Loan and
Security Agreement. (Incorporated by reference to Exhibit (4)(b)
in Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.)
(4)(c) Second Amendment dated May 10, 1995 to Registrant's Loan and
Security Agreement.
(4)(d) Third Amendment dated June 1, 1995 to Registrant's Loan and
Security Agreement.
Instruments with respect to long-term debt issues have been
omitted where the amount of securities authorized under such
instruments does not exceed 10% of the total consolidated assets
of the Registrant. Registrant hereby agrees to furnish a copy of
any such instrument to the Commission upon its request.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter.
- 8 -
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LACLEDE STEEL COMPANY
..................................................
(Registrant)
/S/ Michael H. Lane
..................................................
Michael H. Lane
Vice President - Finance
Treasurer and Secretary
Duly Authorized Officer and
Principal Financial Officer
Date: August 7, 1995
<PAGE> 1
EXHIBIT 4(c)
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
DATED AS OF SEPTEMBER 7, 1994
THIS AMENDMENT NO. 2 dated as of May 10, 1995 (this "Amendment") is entered
into among BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation ("BABC"),
THE BANK OF NEW YORK COMMERCIAL CORPORATION, a New York corporation ("BNYCC"),
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking association
("Boatmen's") (BABC, BNYCC and Boatmen's and their respective successors and
assigns being sometimes hereinafter referred to collectively as the "Lenders"
and each of BABC, BNYCC and Boatmen's and its successors and assigns being
sometimes hereinafter referred to individually as a "Lender"), BANKAMERICA
BUSINESS CREDIT, INC., a Delaware corporation, as agent for the Lenders (in
such capacity as agent, the "Agent"), LACLEDE STEEL COMPANY, a Delaware
corporation (the "Parent"), and LACLEDE CHAIN MANUFACTURING COMPANY, a Delaware
corporation ("Laclede Chain"), and LACLEDE MID AMERICA INC., an Indiana
corporation ("Laclede Mid America") (the Parent, Laclede Chain and Laclede Mid
America being sometimes hereinafter referred to collectively as the "Borrowers"
and each of the Parent, Laclede Chain and Laclede Mid America being sometimes
hereinafter referred to individually as a "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agent are parties to a certain
Loan and Security Agreement dated as of September 7, 1994 (the "Loan
Agreement"); and
WHEREAS, the Loan Agreement was amended by Amendment No. 1 dated as of
February 15, 1995 to Loan and Security Agreement dated as of September 7, 1994
(the Loan Agreement, as so amended, being hereinafter referred to as the
"Amended Loan Agreement," capitalized terms used herein without definition
having the meanings given such terms in the Amended Loan Agreement); and
WHEREAS, the Borrowers, the Lenders and the Agent have agreed to further
amend the Amended Loan Agreement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises set forth above, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree as
follows:
Section 1. Amendment of the Amended Loan Agreement. Effective as of
May 10, 1995, subject to the fulfillment of the conditions precedent set forth
in Section 2 below, the Amended Loan Agreement is hereby amended as follows:
(a) Clause (c) of the definition of "Permitted Liens" contained in
the Amended Loan Agreement is hereby deleted and the following is substituted
therefor:
(c) Liens upon Equipment granted in connection with the
acquisition of such Equipment by the applicable Borrower after the
Closing Date (including, without limitation, pursuant to Capital
Leases), provided that (i) except with respect to expenditures in
connection with (A) the implementation of a new ladle furnace and
related melt shop and rolling mill Equipment for the Parent's
<PAGE> 2
Alton steel mill plant located in Alton, Illinois, and (B) the
improvements being undertaken by Laclede Mid America at its Fremont,
Indiana plant to facilitate the production of high tensile oil
tempered wire for cold wound suspension springs, the cost of each such
acquisition constitutes a Capital Expenditure permitted by Section
8.22, (ii) the Debt incurred to finance each such acquisition is
permitted by Section 8.13, and (iii) each such Lien attached only to
the Equipment acquired with the Debt secured thereby;
(b) SCHEDULE 5.3 is restated so that it shall henceforward read in its
entirety as set forth on SCHEDULE 5.3 hereto.
(c) Section 8.13 is amended by changing the period at the end of that
section to a semicolon and inserting the following:
and (h) Debt in a principal amount not to exceed $2,000,000 incurred
to Nissho Iwai American Corporation, or one of its affiliates,
incident to improvements being undertaken by Laclede Mid America at
its Fremont, Indiana plant to facilitate the production of high
tensile oil tempered wire for cold wound suspension springs, provided,
that such Debt shall (i) have a final maturity not less than that of
the Term Loans, (ii) have an average life of at least three years,
(iii) contain covenants, including financing covenants, no more
restrictive than those contained in this Agreement, and (iv) be
incurred pursuant to documentation in form and substance otherwise
satisfactory to the Majority Lenders.
Section 2. Conditions to Amendment. This Amendment shall become
effective upon the receipt by the Agent, by facsimile transmission, of
counterparts of this Amendment executed by each Borrower and each Lender, and
the execution of this Amendment by the Agent.
Section 3. Covenants. Each Borrower and each Lender shall furnish to
the Agent, as soon as possible following the date of this Amendment, six (6)
original counterparts of this Amendment, executed by such party.
Section 4. Representations and Warranties. Each Borrower hereby
represents and warrants that (i) this Amendment constitutes a legal, valid and
binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, (ii) the representations and warranties contained in
the Amended Loan Agreement are correct in all material respects as though made
on and as of the date of this Amendment, and (iii) no event of Default has
occurred and is continuing.
Section 5. Reference to and Effect on the Amended Loan Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the
Amended Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and be a reference to the
Amended Loan Agreement, as amended hereby, and each reference to the
Amended Loan Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Amended Loan Agreement
shall mean and be a reference to the Amended Loan Agreement, as amended
hereby.
<PAGE> 3
(b) Except as specifically amended above, the Amended Loan Agreement
and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and
are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Agent or the
Lenders under the Amended Loan Agreement, nor constitute a waiver of any
provision of the Amended Loan Agreement, except as specifically set forth
herein.
Section 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.
Section 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of
laws provisions) of the State of Illinois.
Section 8. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of May 10, 1995.
LACLEDE STEEL COMPANY
by Michael H. Lane
.........................................
Vice President
LACLEDE CHAIN MANUFACTURING COMPANY
by Michael H. Lane
.........................................
Vice President
LACLEDE MID AMERICA INC.
by Michael H. Lane
.........................................
Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent
by Michael J. Jasaitis
.........................................
Vice President
<PAGE> 4
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
by Michael J. Jasaitis
.........................................
Vice President
THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as a Lender
by Robert V. Love
.........................................
Assistant Treasurer
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS, as a Lender
by Barbara F. Drago
.........................................
Vice President
<PAGE> 1
EXHIBIT 4(d)
AMENDMENT NO. 3
TO
LOAN AND SECURITY AGREEMENT
This Amendment No. 3 dated as of June 1, 1995 (this "Amendment"), is
entered into among BANKAMERICA BUSINESS CREDIT, INC. a Delaware corporation
("BABC"), THE BANK OF NEW YORK COMMERCIAL CORPORATION, a New York corporation
("BNYCC"), THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking
association ("Boatmen's") (BABC, BNYCC, and Boatmen's and their respective
successors and assigns being sometimes hereinafter referred to collectively as
the "Lenders" and each of BABC, BNYCC, and Boatmen's and its successors and
assigns being sometimes hereinafter referred to individually as a "Lender"),
BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation, as agent for the
Lenders (in such capacity as agent, the "Agent"), LACLEDE STEEL COMPANY, a
Delaware corporation (the "Parent"), and LACLEDE CHAIN MANUFACTURING COMPANY, a
Delaware corporation ("Laclede Chain"), and LACLEDE MID AMERICA INC., an
Indiana corporation ("Laclede Mid America") (the Parent, Laclede Chain, and
Laclede Mid America being sometimes hereinafter referred to collectively as the
"Borrowers" and each of Parent, Laclede Chain, and Laclede Mid America being
sometimes hereinafter referred to individually as a "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, and the Agent are parties to a certain
Loan and Security Agreement, dated as of September 7, 1994 (the "Loan
Agreement"); and
WHEREAS, the Loan Agreement was amended by Amendment No. 1 dated as of
February 15, 1995 to Loan and Security Agreement and by Amendment No. 2 dated
as of May 10, 1995, to Loan and Security Agreement (the Loan Agreement, as
amended, supplemented, and modified to the date hereof being hereinafter
referred to as "Amended Loan Agreement"). Capitalized terms used herein but
not defined herein shall have the meanings provided in the Amended Loan
Agreement; and
WHEREAS, the Borrowers, the Lenders, and the Agent have agreed to further
amend the Amended Loan Agreement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises set forth above, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrowers, the Lenders, and the Agent hereby agree as
follows:
Section 1. Amendment of Amended Loan Agreement. Effective this date,
subject to the fulfillment of the conditions precedent set forth in Section 2
below, the Amended Loan Agreement is hereby further amended as follows:
(a) The amount of "$55,000,000" appearing in the definition of
"Individual Maximum Revolver Amount" contained in Section 1.1 is hereby deleted
in its entirety wherever it appears and the amount "$62,500,000" is substituted
therefor.
<PAGE> 2
(b) The amount of "$55,000,000" appearing in the definition of
"Maximum Revolver Amount" contained in Section 1.1 is hereby deleted in its
entirety and the amount "$62,500,000" is substituted therefor.
(c) The definition of "Revolver Facility" contained in Section 1.1 is
hereby deleted in its entirety and the following definition substituted
therefor:
"Revolver Facility means $100,000,000 or the agreement by the Lenders
and the Agent to provide Revolving Loans and Letters of Credit up to such
amount subject to the terms of this Agreement, as the context may require."
(d) The amount of "$105,000,000" appearing in the first sentence of
Section 2.1 is hereby deleted in its entirety and the amount "$110,000,000" is
substituted therefor.
Section 2. Conditions to Amendment. This Amendment shall become
effective upon the receipt by the Agent of the following:
(a) six counterparts of this Amendment, executed by each Borrower, and
each Lender;
(b) an executed Second Mortgage Modification Agreement with respect to
the Mortgage, and endorsement of the applicable title insurance policy, in each
case in form and substance satisfactory to the Agent and the Majority Lenders;
(c) a Secretary's Certificate certifying board of directors'
resolutions for each Borrower, in form and substance satisfactory to the Agent
and the Majority Lenders;
(d) a certificate signed by the President or a Vice President and the
Chief Financial Officer or Treasurer of each Borrower, in form and substance
satisfactory to the Agent and the Majority Lenders; and
(e) an amendment fee in the amount of $50,000 which fee shall be
distributed by the Agent to the Lenders in accordance with their Pro Rata
Share.
Section 3. Commitments. Upon the effectiveness of this Amendment, the
amount of each Lender's Commitment shall be that set forth beside such Lender's
name under the heading "Commitment" on the signature pages of this Amendment.
Such amount may thereafter be adjusted in accordance with the terms of the
Amended Loan Agreement.
Section 4. Representations and Warranties. Each Borrower hereby
represents and warrants that (i) this Amendment constitutes a legal, valid and
binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, (ii) the representations and warranties contained in
the Amended Loan Agreement, are correct in all material respects as though made
on and as of the date of this Amendment, and (iii) no Event of Default has
occurred and is continuing.
Section 5. Reference to and Effect on the Amended Loan Agreement.
(a) Upon the effectiveness of this Agreement, each reference in the
Amended Loan Agreement to "this Agreement," "hereunder," "hereof," "herein," or
words of like import shall mean and be a reference to the Amended Loan
Agreement, as amended hereby, and each reference to the Amended Loan Agreement
<PAGE> 3
in any other document, instrument or agreement executed and/or delivered in
connection with the Amended Loan Agreement shall mean and be a reference to the
Amended Loan Agreement, as amended hereby.
(b) Except as specifically amended above, the Amended Loan Agreement
and all other documents, instruments, and agreements executed and/or delivered
in connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power, or remedy of the Agent or the
Lenders under the Amended Loan Agreement, nor constitute a waiver of any
provision of the Amended Loan Agreement, except as specifically set forth
herein.
Section 6. Execution of Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument.
Section 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of
laws provisions) of the State of Illinois.
Section 8. Legal Fees. Borrower agrees to pay to the Lender, for its
benefit, on demand, all costs and expenses that Lender pays or incurs in
connection with the negotiation, preparation, consummation, administration,
enforcement, and termination of this Agreement, including, without limitation
(including attorneys' and paralegals' fees and disbursements which shall
include the allocated costs of Agent's in-house counsel fees and
disbursements).
Section 9. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of June 1, 1995.
LACLEDE STEEL COMPANY
by Michael H. Lane
.....................................
Vice President
LACLEDE CHAIN MANUFACTURING COMPANY
by Michael H. Lane
.....................................
Vice President
<PAGE> 4
LACLEDE MID AMERICA INC.
by Michael H. Lane
.....................................
Vice President
BANKAMERICA BUSINESS CREDIT, INC.
as the Agent
by Michael J. Jasaitis
.....................................
Vice President
Commitment: $74,609,680 BANKAMERICA BUSINESS CREDIT, INC.
as a Lender
by Michael J. Jasaitis
.....................................
Vice President
Commitment: $28,696,282 THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as a Lender
by Robert V. Love
.....................................
Assistant Treasurer
Commitment: $5,739,038 THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS, as a Lender
by Barbara F. Drago
.....................................
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> APR-1-1995
<PERIOD-END> JUN-30-1995
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0
0
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</TABLE>
