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, 1997
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 24, 1997 there were 4,056,140 shares of $.01 par value common
stock outstanding.
<PAGE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)
Second Quarter EndeYear to Date
June 30, June 30,
1997 1996 1997 1996
Net sales 78,722 86,436 159,568 167,411
Costs and expenses:
Cost of products sold 71,180 83,245 145,050 159,303
Selling, general and administrative 3,251 3,428 6,610 6,880
Depreciation 1,918 1,915 3,860 3,906
Interest expense, net 2,345 2,831 4,772 5,596
Gain on sale of facility -- -- (987) --
Total costs and expenses 78,694 91,419 159,305 175,685
Earnings (loss) before income taxes 28 (4,983) 263 (8,274)
Provision (credit) for income taxes 19 (1,938) 119 (3,198)
Net earnings (loss) 9 (3,045) 144 (5,076)
Net loss per share (0.02) (0.75) (0.01) (1.25)
- 1 -
<PAGE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(In Thousands)
Jun. 30, Dec. 31,
1997 1996
Current Assets:
Cash and cash equivalents 136 143
Accounts receivable, less allowances 36,687 38,772
Prepaid expenses 759 443
Notes receivable 1,453 --
Inventories:
Finished 46,133 46,631
Semi-finished 18,143 23,540
Raw materials 5,577 5,218
Supplies 14,731 14,720
Total inventories 84,584 90,109
Total Current Assets 123,619 129,467
Non-Current Assets:
Intangible pension asset 13,564 14,464
Other intangible assets 2,191 2,263
Bond funds in trust 2,385 2,385
Prepaid pension contributions 5,455 5,766
Deferred income taxes 47,497 47,557
Notes receivable 3,537 3,600
Other 3,659 4,104
Total Non-Current Assets 78,288 80,139
Plant and Equipment, at cost 238,058 245,624
Less - accumulated depreciation 125,403 124,120
Net Plant and Equipment 112,655 121,504
Total Assets 314,562 331,110
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<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
Jun. 30, Dec. 31,
1997 1996
Current Liabilities:
Accounts payable 43,382 41,293
Accrued compensation 3,999 6,780
Current portion of long-term debt 2,484 2,484
Accrued costs of pension plans 14,711 14,049
Other 2,940 2,860
Total Current Liabilities 67,516 67,466
Non-Current Liabilities:
Accrued costs of pension plans 49,791 53,181
Accrued postretirement medical benefits 78,682 79,782
Other 4,485 5,547
Total Non-Current Liabilities 132,958 138,510
Long-Term Debt:
Bank revolving credit 66,841 76,126
Bank term loan 3,631 5,348
Revenue bonds 24,415 24,415
Other 2,000 2,000
Total Long-Term Debt 96,887 107,889
Stockholders' Equity:
Preferred stock, no par value, authorized 2,000,000
shares; issued and outstanding 416,667 shares 83 83
Common stock, $0.01 par value, authorized 25,000,000
shares; issued and outstanding 4,056,140 shares 41 41
Capital in excess of par value 59,950 60,138
Accumulated deficit (12,156) (12,300)
Minimum pension liability adjustment (30,717) (30,717)
Total Stockholders' Equity 17,201 17,245
Total Liabilities and Stockholders' Equity 314,562 331,110
- 3 -
<PAGE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net earnings (loss) 144 (5,076)
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation 3,860 3,906
Change in deferred income taxes 60 (3,233)
Gain on sale of facility (987) --
Changes in assets and liabilities that
provided (used) cash, net of effects from sale of facility:
Accounts receivable 2,085 (5,473)
Inventories 1,726 5,342
Accounts payable and accrued expenses (2,621) 9,596
Accrued pension cost 4,440 5,437
Pension cash funding (5,957) (6,609)
Accrued postretirement medical benefits (1,100) 250
Other assets and liabilities 604 151
Net cash provided by operating activities 2,254 4,291
Cash flows from investing activities:
Capital expenditures (771) (8,183)
Proceeds from sale of facility 9,319 --
Proceeds from sale of equipment -- 4,000
Payment received on note from sale of facility 200 --
Net cash provided by (used in) investing activies 8,748 (4,183)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit (9,285) 590
Payments on long-term debt (1,717) (716)
Payment of financing costs (7) --
Net cash used in financing activities (11,009) (126)
Cash and cash equivalents:
Net decrease during the period (7) (18)
At beginning of year 143 161
At end of period 136 143
- - 4 -
<PAGE>
LACLEDE STEEL COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In Thousands Except Per Share Data)
6 Months Year
Ended Ended
Jun. 30, Dec. 31,
1997 1996
Preferred stock
(416,667 shares issued)
Beginning balance 83 --
Sale of convertible preferred stock -- 83
Ending balance 83 83
Common stock - $0.01 par value
(4,056,140 shares issued)
Beginning balance 41 54,081
Reduction in par value of common stock -- (54,040)
Ending balance 41 41
Capital in excess of par value
Beginning balance 60,138 247
Sale of convertible preferred stock -- 6,007
Reduction in par value of common stock -- 54,040
Dividend on convertible preferred stock (188) (156)
Ending balance 59,950 60,138
Accumulated deficit
Beginning balance (12,300) (2,315)
Net earnings (loss) 144 (9,985)
Ending balance (12,156) (12,300)
Minimum pension liability
Beginning balance (30,717) (35,495)
Change in period -- 4,778
Ending balance (30,717) (30,717)
Total Stockholders' Equity at End of Period 17,201 17,245
- - 5 -
<PAGE>
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 - BENWOOD SALE
In February 1997, the Company sold the assets of its electric weld
structural and mechanical tubing operation, located in Benwood, West
Virginia. Cash proceeds from the sale of these assets, which consist
primarily of equipment and inventory, totaled $9,319,000. The Company used
the funds from the sale to improve its working capital position. This
transaction resulted in a gain on sale of equipment of $987,000 ($592,000
after tax) recorded in February 1997.
NOTE 3 - PER SHARE DATA AND PREFERRED STOCK DIVIDENDS
Per share amounts for 1996 and 1997 have been calculated based on weighted
average shares outstanding of 4,056,140. The net loss per share in 1997 was
computed by dividing the net earnings after deducting preferred dividend
requirements of $94 thousand for the second quarter and $188 thousand for
the first half, by the weighted average shares outstanding.
Preferred stock dividends relate to $6.2 million of Series A Preferred Stock
issued as of July 30, 1996. Dividends, payable at an annual rate equal to
6% accumulate and accrue from the date of issuance but will be payable when,
as and if declared by the Company's Board of Directors. No dividend has
been declared on the Series A Preferred Stock.
Each share of Series A Preferred Stock is convertible into 4.69 shares of
common stock. Fully diluted earnings per share in 1997, reflecting
conversion of Series A Preferred Stock, are not presented as the result is
anti-dilutive.
The financial results for 1997 are subject to annual audit.
- 6 -<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
In the first half of 1997 operating activities provided $2.3 million in
cash. Capital expenditures were $.8 million, and contributions to Company
pension plans totaled $6.0 million. Cash flow from decreases in accounts
receivable and inventory of $3.8 million was primarily offset by reductions in
accounts payable and accrued expenses of $2.6 million.
In February 1997 the Company completed the sale of its electric weld
structural and mechanical tubing operation, located in Benwood, West Virginia.
Cash proceeds from the sale of these assets, which consist primarily of
equipment and inventory, were $9.3 million.
Long-term debt decreased by $11.0 million in the first half of 1997. Net
working capital decreased by $5.9 million and the ratio of current assets to
current liabilities was 1.8 to 1.0 at June 30, 1997.
At June 30, 1997, $66.8 million in borrowings were outstanding under the
Company's revolving credit facility. Amounts available under this facility
were utilized early in the third quarter of 1997 to cover outstanding
short-term commitments, primarily trade accounts payable.
The Company expects to reach an agreement with its lenders for an increase
in availability under the Loan and Security Agreement of approximately $15.0
million. In connection with this Agreement the Company is also seeking the
approval of parties to the Solid Waste Revenue Bonds of changes in financial
covenants and collateral arrangements supporting these obliga-tions. While the
Company believes that these modifications, which are necessary to obtain
additional financing, will be approved, there can be no assurance that the
modifications will be successfully completed.
During the balance of 1997, the Company anticipates capital expenditures
of approximately $1.8 million, and contributions to pension plans of $8.3
million. Assuming that the Company is able to obtain the additional bank
financing discussed above, the Company will generate sufficient cash flow to
finance its 1997 liquidity requirements, including the above referenced
expenditures. If the Company is unable to complete these financing
arrangements, the Company's operations may not generate sufficient cash flow to
finance its 1997 liquidity requirements. In such event, the Company would
evaluate other methods of generating cash flow such as the sale of significant
businesses or assets or other refinancing transactions. There can be no
assurance, however, that any such alternative could be successfully completed.
- 7 -<PAGE>
In the first quarter of 1997 the Company amended its Loan and Security
Agreement modifying financial covenants relating to operating results and net
worth for the year 1997. The Company anticipates an amendment of these
covenants in connection with the financing discussed above. In the event
further amendment to financial covenants is necessary in the future, there can
be no assurance that the Company will be able to obtain such amendment.
The Company is also required to comply with various covenants related to
limits on liabilities as defined in the Agreement for the Solid Waste Revenue
Bonds and Pollution Control Revenue Bonds. At June 30, 1997 the Company was in
compliance with these covenants. If the new financing arrangements discussed
above are completed, the limits on liabilities contained in the Solid Waste
Revenue Bonds would no longer apply. As set forth above, the Company believes
the new financing arrangements will be completed. However, if such
arrangements are not completed and future operations result in increases in
liabilities as defined in the Agreements the Company could be in violation of
these covenants. In such case, there can be no assurance that the Company can
obtain an amendment to the Agreement.
In 1996 the Company experienced higher than expected retirements from its
hourly workforce at the Alton Plant. This was partially the result of
restructuring of operations and early retirement incentives offered in late
1996. The evaluation of the hourly pension plan by the Company's actuaries for
1997, which is based in part on 1996 census data, has not yet been completed.
Depending upon the results of this evaluation, increases in 1997 pension costs
accruals, as well as funding requirements in 1998 and future years, may be
necessary, and such increases could be material.
The Company's Labor Contract covering employees at the Alton Plant expires
in October 1997. Approximately 50% of the Company's hourly employees are
covered by this Agreement. The Company has never experienced a work stoppage.
However in the event a strike would occur, production volumes and Alton Plant
efficiencies could be materially adversely affected.
At June 30, 1997 the Company has net deferred tax assets of $47.5 million.
Management currently believes that its long-term profitability should
ultimately be sufficient to enable it to realize full benefit of future tax
deductions. Thus no deferred tax valuation allowance is deemed necessary.
The Company will continue to monitor and evaluate its
deferred tax assets and the need for a deferred tax valuation allowance. In
the event a deferred tax valuation allowance is
required in the future, amendment of financial covenants in the Company's Loan
and Security Agreement, as well as its Bond Agreements, may be required. There
can be no assurance that the Company will be able to obtain such amendments.
- 8 -<PAGE>
Results of Operations
Net sales decreased by $7.8 million or 4.7% in the first
half of 1997 compared to the first half of 1996, reflecting a 5.1% decrease in
steel shipments offset by a 1.1% increase in the average selling price for
steel products. Lower shipments are primarily a result of the sale of the
Benwood electric weld structural tubing operation. The cost of products sold
decreased by $14.3 million or 8.9% in the first half of 1997 compared to the
first half of 1996 reflecting the decrease in tonnage shipped and the effect of
cost reductions implemented in late 1996. In addition, the Company also
benefited from a continuation of the
productivity gains which it began to experience in most of its operations in
the second half of 1996.
Net sales decreased by $7.7 million in the second quarter of 1997 versus
the 1996 second quarter, reflecting a 12.5% drop in steel shipments partially
offset by a 3.4% increase in the average selling price. The decrease in volume
reflects the sale of the Benwood Facility. The second quarter cost of products
sold decreased by $12.1 million due to the lower volume and cost reductions and
productivity improvements.
The decrease in interest expense in the first half of 1997 is the result
of the decrease in bank borrowings, offset by a slight increase in average
interest rates. The gain on sale of facility in 1997 is from the sale of the
Benwood Operation discussed above.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
The foregoing Management's Discussion and Analysis and other portions of
this report on Form 10-Q, contain various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Sections 21E of the Securities Exchange Act of 1934, as amended, which
represent the Company's expectations or beliefs concerning future events,
including the following: the overall demand for steel; the ability to maintain
sales prices; productivity improvement programs; increases in the costs of
ferrous scrap; increases in pension costs; increases in other materials and
costs of production; increases in financing costs; labor relations; increased
domestic or foreign steel competition; the Company's long-term profitability;
and future borrowing capacity. In addition, statements containing expressions
such as "believes," "anticipates" or "expects" used in the Company's periodic
reports on Forms 10-K and 10-Q filed with the SEC are intended to identify
forward-looking statements. The Company cautions that these and similar
statements included in this report and in previously filed periodic reports
including reports filed on Forms 10-K and 10-Q are further qualified by
important factors that could cause actual results to differ materially from
those
- 9 -
in the forward-looking statement, including, without limitation, the following:
decline in sales prices for steel products; increases in the cost of steel
scrap; failure to obtain
significant benefits from the Company's completed cost reduction and
productivity improvement programs; increases in pension costs and funding
requirements; and increased domestic or foreign steel competition.
- 10 -<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(3)(a) By-Laws of Registrant amended April 7, 1997. (Incorporated by
reference to Exhibit 4.3 in Registrant's Form S-8 filed on April
25, 1997.)
(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. (Incorporated by reference to Exhibit
(4)(c) in Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1995.)
(4)(d) Third Amendment dated June 1, 1995 to Registrant's Loan and
Security agreement. (Incorporated by reference to Exhibit
(4)(c) in Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1995.)
(4)(e) Fourth Amendment dated December 7, 1995 to Registrant's Loan and
Security Agreement. (Incorporated by reference to Exhibit
(4)(e) in Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.)
(4)(f) Fifth Amendment dated January 26, 1996 to Registrant's Loan and
Security Agreement. (Incorporated by reference to Exhibit
(4)(f) in Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.)
- 11 -<PAGE>
(4)(g) Sixth Amendment dated June 26, 1996 to the Company's Loan and
Security Agreement. (Incorporated by reference to Exhibit
(4)(g) in Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.)
(4)(h) Seventh Amendment dated July 30, 1996 to the Company's Loan and
Security Agreement. (Incorporated by reference to Exhibit
(4)(h) in Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.)
(4)(i) Eighth Amendment dated November 14, 1996 to Registrant's Loan
and Security Agreement. (Incorporated by reference to Exhibit
(4)(i) in Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.)
(4)(j) Ninth Amendment dated February 7, 1997 to Registrant's Loan and
Security Agreement.
(Incorporated by reference to Exhibit (4)(j) in Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996.)
(4)(k) Tenth Amendment dated February 26, 1997 to Registrant's Loan and
Security Agreement.
(Incorporated by reference to Exhibit (4)(k) in Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996.)
(4)(l) Eleventh Amendment dated June 25, 1997 to the Company'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.
- 12 -<PAGE>
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)
Michael H. Lane
Vice President - Finance
Treasurer and Secretary
Duly Authorized Officer and
Principal Financial Officer
Date: August 12, 1997
AMENDMENT NO. 11
TO
LOAN AND SECURITY AGREEMENT
DATED AS OF SEPTEMBER 7, 1994
THIS AMENDMENT NO. 11 dated as of June 25, 1997 (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"), 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");
WHEREAS, the Loan Agreement was amended by (a) Amendment No. 1 dated
as of February 15, 1995, (b) Amendment No. 2 dated as of May 10, 1995, (c)
Amendment No. 3 dated as of June 1, 1995, (d) Amendment No. 4 dated as of
December 7, 1995, (e) Amendment No. 5 dated as of January 26, 1996, (f)
Amendment No. 6 dated as of June 26, 1996, (g) Amendment No. 7 dated as of July
30, 1996, (h) Amendment No. 8 dated as of November 14, 1996, (i) Amendment No.
9 dated as of February 7, 1997, and (j) Amendment No. 10 dated as of February
26, 1997 (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
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:
<PAGE>
Section 1. Amendment of the Amended Loan Agreement. Effective as of
June 25, 1997, subject to the fulfillment of the conditions precedent set forth
in Section 2 below, the Amended Loan Agreement is amended to delete the date
"June 30, 1997" contained in Section 10.1(t) thereof and to substitute the date
"March 31, 1998" therefor.
Section 2. Conditions to Amendment. This Amendment shall become
effective upon the (a) receipt by the Agent of six counterparts of this
Amendment, executed by each Borrower and each Lender, and (b) execution of this
Amendment by the Agent.
Section 3. 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 4. 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.
(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 5. 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.
-2-
<PAGE>
Section 6. 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 7. Legal Fees. The Borrowers agree to pay to the Agent, for
its benefit, on demand, all costs and expenses that the Agent pays or incurs in
connection with the negotiation, preparation, consummation, administration,
enforcement and termination of this Amendment, including, without limitation,
the allocated costs of the Agent's in-house counsel fees.
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 June 25, 1997.
LACLEDE STEEL COMPANY
By: M.H. Lane
Vice President
LACLEDE CHAIN MANUFACTURING COMPANY
By: M.H. Lane
Vice President
LACLEDE MID AMERICA INC.
By: M.H. Lane
Vice President
-3-
<PAGE>
BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent
By: Steven W. Sharp
Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By: Steven W. Sharp
Vice President
BNY Financial as successor in
interest to THE BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender
By: R.V. Love
Assistant Vice President
THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS, as a Lender
By: D.C. Look
Assistant Vice President
-4-
<PAGE>
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 12, 1997
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83
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