SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
LSB INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10
(Title of Class of Securities)
5021600-10-4
(CUSIP Number)
Jack E. Golsen
16 South Pennsylvania
Oklahoma City, Oklahoma 73107
(405) 235-4546
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1994
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of his Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [
]
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
(5%) of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than five
percent (5%) of such class. See Rule 13d-7.)
Note: Six (6) copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
(1) Names of Reporting Persons, Jack E. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 401,361
Number of Shares (8) Shared Voting Power 2,777,116
Beneficially
Owned by Each (9) Sole Dispositive 401,361
Reporting Person Power
With:
(10) Shared Dispositive 2,777,116
Power
(11) Aggregate Amount Beneficially 3,178,477
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 22.5%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Sylvia H. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 2,777,116
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 2,777,116
Power
(11) Aggregate Amount Beneficially 2,777,116
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 20.1%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Golsen Petroleum
S.S. or I.R.S. Identification Corporation
Nos. of Above Persons 73-079-8005
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 1,575,132
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 1,575,132
Power
(11) Aggregate Amount Beneficially 1,575,132
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 11.4%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
(1) Names of Reporting Persons, Barry H. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 237,526
Number of Shares (8) Shared Voting Power 1,720,592
Beneficially
Owned by Each (9) Sole Dispositive 237,526
Reporting Person Power
With:
(10) Shared Dispositive 1,720,592
Power
(11) Aggregate Amount Beneficially 1,958,118
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 14.1%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Steven J. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 197,897
Number of Shares (8) Shared Voting Power 1,625,040
Beneficially
Owned by Each (9) Sole Dispositive 197,897
Reporting Person Power
With:
(10) Shared Dispositive 1,625,040
Power
(11) Aggregate Amount Beneficially 1,822,937
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 13.2%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Linda Golsen Rappaport
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 82,552
Number of Shares (8) Shared Voting Power 1,720,592
Beneficially
Owned by Each (9) Sole Dispositive 82,552
Reporting Person Power
With:
(10) Shared Dispositive 1,720,592
Power
(11) Aggregate Amount Beneficially 1,803,144
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 13.0%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
This statement constitutes Amendment No. 20 to the Schedule 13D
dated October 7, 1985, as amended (the "Schedule 13D"), relating to the common
stock, par value $.10 a share ("Common Stock") of LSB Industries, Inc. (the
"Company"). All terms not otherwise defined herein shall have the meanings
ascribed in the Schedule 13D.
This Schedule 13D is reporting matters with respect to the
group consisting of Jack E. Golsen, Sylvia H. Golsen, Golsen Petroleum Corpor-
ation ("GPC"), Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport.
This Amendment No. 20 to the Schedule 13D is being filed as a
result of a change in the facts contained in Amendment 19 to the Schedule 13D,
which change may be considered a material change in the facts set forth in
Amendment 19 to the Schedule 13D. The change is due to the following:
(i) Each of Jack E. Golsen, Barry H. Golsen, and Steven J. Golsen,
obtaining the right to acquire within 60 days an additional
10,000, 2,000, and 2,000 shares, respectively, of Common Stock
under certain Incentive Stock Options of the Company granted to
these individuals.
(ii) On December 30, 1993, Sylvia H. Golsen made a gift to two
charitable organizations of 10,063 shares of Common Stock each,
and on April 26, 1994, she made a gift of 1,200 shares of
Common Stock to an individual who is not a reporting person.
(iii) The sale of shares of Common Stock at a purchase price of $6.25
per share on September 1, 1994, by each of the following
reporting persons in the following amounts:
Reporting Person Number of Shares Sold
GPC 20,000
Sylvia H. Golsen 92,000
Barry H. Golsen 29,000
Steven J. Golsen 30,000
See Item 5(c) as to a description of this transaction.
(iv) In addition to the above, reference is made to Item 5(c) of
this Amendment No. 20 for a discussion as to other transactions
in the Company's Common Stock that were effected by certain
reporting persons during the past sixty (60) days from the date
of this Amendment No. 20.
Item 1. Security and Issuer.
This statement relates to Common Stock, par value $.10 a share
("Common Stock"), of LSB Industries, Inc. (the "Company"), a
Delaware corporation, whose principal executive office is
located at 16 South Pennsylvania, Oklahoma City, Oklahoma
73107.
Item 2. Identity and Background.
1. (a) Name: Jack E. Golsen
(b) Business Address: 16 South Pennsylvania
Oklahoma City, Oklahoma 73107
(c) The principal occupation or employment of Golsen is
Chairman of the Board and President of the Company. The
address of the Company is the same as set forth in Item
1 hereof.
(d) During the last five (5) years Golsen has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five (5) years Golsen was not a party to
any civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining any future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship: USA
2. (a) Name: Sylvia H. Golsen
(b) Address: 16 South Pennsylvania
Oklahoma City, Oklahoma 73107
(c) Sylvia H. Golsen is a housewife as her principal
occupation.
(e) During the last five years, Sylvia H. Golsen has not
been convicted in any criminal proceeding.
(f) During the last five years, Sylvia H. Golsen has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which Sylvia H. Golsen was, or is, subject to
a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(g) Citizenship: USA
3. (a) Name: Golsen Petroleum Corporation ("GPC")
(b) State or other place of organization: Oklahoma
(c) Principal business: A holding company
(d) Address of Principal Business and Principal Office:
16 South Pennsylvania
Post Office Box 705
Oklahoma City, Oklahoma 73101
(e) During the last five (5) years, GPC has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(f) GPC has not, during the last five (5) years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which, as
a result, would have subjected GPC to a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
4. (a) Name: Barry H. Golsen
(b) Business Address: 16 South Pennsylvania
Oklahoma City, Oklahoma 73107
(c) The principal occupation or employment of Barry H.
Golsen is President of several subsidiaries of the
Company. The address of the subsidiary in which such
employment is conducted is the same as noted above.
(d) During the last five (5) years Barry H. Golsen has not
been convicted in a criminal proceeding (except traffic
violations or similar misdemeanors).
(e) During the last five (5) years, Barry H. Golsen was not
a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining any
future violations of or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: USA.
5. (a) Name: Steven J. Golsen
(b) Business Address: 518 North Indiana
Oklahoma City, Oklahoma 73101
(c) The principal occupation or employment of Steven J.
Golsen is Executive Vice President of a subsidiary of
the Company. The address of the subsidiary at which
such employment is conducted is the same as noted above.
(d) During the last five (5) years Steven J. Golsen has not
been convicted in a criminal proceeding (except traffic
violations or similar misdemeanors).
(e) During the last five (5) years, Steven J. Golsen was not
a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining any
future violations of or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: USA
6. (a) Linda Golsen Rappaport
(b) Address: 1506 Bedford Drive
Oklahoma City, Oklahoma 73116
(c) The principal occupation or employment of Linda Golsen
Rappaport is that of housewife.
(d) During the last five (5) years Linda Golsen rappaport
has not been convicted in a criminal proceeding (except
traffic violations or similar misdemeanors).
(e) During the last five (5) years, Linda Golsen Rappaport
was not a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining any
future violations of or prohibiting or mandating activ-
ities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other Consideration.
As to Amendment No. 20, Item 3 is not applicable.
Item 4. Purpose of Transaction.
See discussion under Item 5.(c) of this report.
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number and
percentage of the class of Common Stock of the Company identified
pursuant to Item 1 beneficially owned by each person named in Item 2:
Person Amount Percent(9)
Jack E. Golsen 3,178,477(1)(2)(7) 22.5%
Sylvia H. Golsen 2,777,116(1)(7)(8) 20.1%
GPC 1,575,132(3) 11.4%
Barry H. Golsen 1,958,118(1)(4)(7) 14.1%
Steven J. Golsen 1,822,937(1)(5)(7) 13.2%
Linda Golsen Rappaport 1,803,144(1)(6)(7) 13.0%
____________________
(1) The amount shown includes 1,575,132 shares of Common Stock
beneficially owned by GPC, which includes 533,333 shares that
GPC has the right to acquire upon the conversion of 16,000
shares of the Company's Series B 12% Cumulative Convertible
Preferred Stock ("Series B Preferred Stock") owned of record by
GPC, with each share of Series B Preferred Stock being
convertible into 33.3333 shares of Common Stock. The
relationship between Jack E. Golsen, Sylvia H. Golsen, Barry H.
Golsen, Steven J. Golsen, Linda Golsen Rappaport and GPC is
described in more detail in paragraph (b) of this Item 5.
(2) The amount shown includes (a) 4,000 shares of Common Stock upon
conversion of a promissory note, (b) 133,333 shares of Common
Stock upon the conversion of 4,000 shares of the Series B
Preferred Stock owned of record by J. Golsen, (c) 1,201,984
shares of Common Stock owned of record by Sylvia H. Golsen,
wife of Jack E. Golsen, (d) 165,000 shares of Common Stock
covered by a Non-Qualified Stock Option, and (e) 10,000 shares
of Common Stock Jack E. Golsen may acquire upon exercise of
incentive stock options of the Company.
(3) The amount shown includes 533,333 shares of Common Stock that
GPC has a right to acquire upon the conversion of 16,000 shares
of Series B Preferred Stock of the Company owned of record by
GPC.
(4) The amount shown does not include (a) 533 shares of Common
Stock that Barry Golsen's wife owns, in which Barry Golsen
disclaims beneficial ownership, and (b) 62,840 shares of Common
Stock owned of record by the Barry H. Golsen 1992 Trust, of
which Barry H. Golsen is the primary beneficiary, but of which
Barry H. Golsen has no voting or dispositive control. Such
amount does include (x) 24,954 shares of Common Stock owned of
record by each of the Amy G. Rappaport Trust No. J-1 and Joshua
B. Golsen Trust No. J-1, of which Barry H. Golsen is a
Co-Trustee, (y) 23,888 shares of Common Stock owned of record
by each of the Adam Z. Golsen Trust No. J-1, Stacy L. Rappaport
Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L.
Golsen Trust No. J-1, of which Barry H. Golsen is a Co-
Trustee, and (z) 2,000 shares of Common Stock which Barry H.
Golsen may acquire upon exercise of incentive stock options of
the Company.
(5) The amount shown does not include 62,840 shares of Common Stock
owned of record by the Steven J. Golsen 1992 Trust, of which
Steven J. Golsen is the primary beneficiary, but of which
Steven J. Golsen has no voting or dispositive control. Such
amount includes (a) 24,954 shares of Common Stock owned of
record by the Amy G. Rappaport Trust No. J-1, of which Steven
J. Golsen is a Co-Trustee, (b) 24,954 shares of Common Stock
owned of record by the Joshua B. Golsen Trust No. J-1, of which
Steven J. Golsen is a Co-Trustee, and (c) 2,000 shares of
Common Stock which Steven J. Golsen may acquire upon exercise
of incentive stock options of the Company.
(6) The amount shown does not include 112,360 shares of Common
Stock that Mrs. Rappaport's husband owns and 2,000 shares which
Mr. Rappaport may acquire upon exercise of incentive stock
options of the Company, all of which Mrs. Rappaport disclaims
beneficial ownership. The amount shown does not include 62,840
shares of Common Stock owned of record by the Linda F.
Rappaport 1992 Trust, of which Linda F. Rappaport is the
primary beneficiary, but of which Linda F. Rappaport has no
voting or dispositive control. Such amount does include (a)
24,954 shares of Common Stock owned of record by each of the
Amy G. Rappaport Trust No. J-1 and Joshua B. Golsen Trust No.
J-1 of which Linda F. Rappaport is a Co-Trustee, (b) 23,888
shares of Common Stock owned of record by each of the Adam Z.
Golsen Trust No. J-1, Stacy L. Rappaport Trust No. J-1, Lori R.
Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1 of
which Linda F. Rappaport is a Co-Trustee.
(7) Jack E. Golsen and Sylvia H. Golsen each disclaims beneficial
ownership of (a) the shares of Common Stock owned of record by
Barry H. Golsen, the shares of Common Stock that Barry H.
Golsen has the right to acquire under the Company's incentive
stock options, and the shares of Common Stock considered
beneficially owned by Barry H. Golsen as a result of his
position as trustee of certain trusts, (b) the shares of Common
Stock owned of record by Steven J. Golsen, the shares of Common
Stock that Steven J. Golsen has the right to acquire under the
Company's incentive stock options, and the shares of Common
Stock considered beneficially owned by Steven J. Golsen as a
result of his position as trustee of certain trusts, and (c)
the shares of Common Stock owned of record by Linda Golsen
Rappaport, and the shares of Common Stock considered
beneficially owned by Linda Golsen Rappaport as a result of her
position as a trustee of certain trusts. Barry H. Golsen,
Steven J. Golsen and Linda Golsen Rappaport disclaim beneficial
ownership of the shares of Common Stock of the Company
beneficially owned by Jack E. Golsen and Sylvia H. Golsen,
except for shares beneficially owned by GPC.
(8) The amount shown does not include, and Sylvia H. Golsen
disclaims beneficial ownership of (a) the 89,028 shares of
Common Stock owned of record by Jack E. Golsen, (b) the 4,000
shares of Common Stock that Jack E. Golsen has the right to
acquire upon the conversion of a promissory note, (c) the
165,000 shares of Common Stock that Jack E. Golsen may acquire
upon exercise of a Nonqualified Stock Option, (d) the 133,333
shares of Common Stock which Jack E. Golsen has the right to
acquire upon conversion of the 4,000 shares of Series B
Preferred Stock owned of record by him, and (e) the 10,000
shares of Common Stock that Jack E. Golsen may acquire upon
exercise of incentive stock options of the Company.
(9) Shares of Common Stock of the Company not outstanding, but
which may be acquired by a reporting person during the next
sixty (60) days under options, warrants, rights or conversion
privileges, are considered to be outstanding only for the
purpose of computing the percentage of the class for such
reporting person, but are not deemed to be outstanding for the
purpose of computing the percentage of the class by any other
person.
(b) The following table sets forth, for each person and
entity identified under paragraph (a), the number of shares of Common
Stock as to which the person and entity has (1) the sole power to vote
or direct the voting, (2) shared power to vote or direct the voting, (3)
the sole power to dispose or to direct the disposition, or (4) shared
power to dispose or to direct the disposition:
Sole Voting and Shared Voting
Power of and Power of
Person or Entity Disposition Disposition
Jack E. Golsen 401,361(1)(5) 2,777,116(2)(3)
Sylvia H. Golsen None 2,777,116(2)(11)
GPC None 1,575,132(4)
Barry H. Golsen 237,526(5)(6) 1,720,592(2)(7)
Steven J. Golsen 197,897(5)(8) 1,625,040(2)(9)
Linda Golsen Rappaport 82,552(5) 1,720,592(2)(10)
____________________
(1) The amount shown includes (a) 4,000 shares of Common Stock that
Jack E. Golsen has the right to acquire upon conversion of a
promissory note, (b) 133,333 shares of Common Stock that J.
Golsen has the right to acquire upon the conversion of 4,000
shares of the Series B Preferred Stock owned of record by him,
(c) 165,000 shares of Common Stock that J. Golsen has the right
to acquire under a Non-Qualified Stock Option, and (d) 10,000
shares of Common Stock which Jack E. golsen may acquire upon
exercise of incentive stock options.
(2) See footnote (1) of (a) of this Item 5.
(3) The amount shown includes 1,201,984 shares of Common Stock
owned of record by Sylvia H. Golsen, the wife of Jack E.
Golsen.
(4) See footnote (3) of (a) of this Item 5.
(5) See Footnote (7) under paragraph (a) of this Item 5.
(6) The amount shown includes 2,000 shares of Common Stock which
Barry Golsen may acquire upon exercise of incentive stock
options of the Company.
(7) The amount shown does not include 62,840 shares of Common Stock
owned of record by the Barry H. Golsen 1992 Trust, of which
Barry H. Golsen has no voting or dispositive power and 533
shares of Common Stock that Barry Golsen's wife owns in which
Barry Golsen disclaims beneficial ownership. Heidi Brown Shear
is the Trustee of the trust. Such amount does include (a)
24,954 shares of Common Stock owned of record by each of the
Amy G. Rappaport Trust No. J-1 and Joshua B. Golsen Trust No.
J-1, of which Barry H. Golsen is a Co-Trustee, and (b) 23,888
shares of Common Stock owned of record by each of the Adam Z.
Golsen Trust No. J-1, Stacy L. Rappaport Trust No. J-1, Lori R.
Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1,
of which Barry H. Golsen is a Co-Trustee.
(8) The amount shown includes 2,000 shares which Steven J. Golsen
may acquire upon exercise of incentive stock options of the
Company.
(9) The amount shown does not include 62,840 shares of Common Stock
owned of record by the Steven J. Golsen 1992 Trust, of which
Steven J. Golsen has no voting or dispositive power. Heidi
Brown Shear is the Trustee of the trust. Such amount includes
(a) 24,954 shares of Common Stock owned of record by the Amy G.
Rappaport Trust No. J-1, of which Steven J. Golsen is a
Co-Trustee, and (b) 24,954 shares of Common Stock owned of
record by the Joshua B. Golsen Trust No. J-1, of which Steven
J. Golsen is a Co-Trustee.
(10) See footnote (6) under paragraph (a) of this Item 5.
(11) See footnotes (7) and (8) under paragraph (a) of this Item 5.
GPC is wholly owned by Jack E. Golsen, Sylvia H. Golsen (wife
of Jack E. Golsen), Barry H. Golsen, Steven J. Golsen and Linda Golsen
Rappaport, with each owning 20% of the outstanding stock of GPC. Barry
H. Golsen, Steven J. Golsen and Linda Golsen Rappaport are the children
of Jack E. Golsen and Sylvia H. Golsen. The directors and executive
officers of GPC are Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen,
Steven J. Golsen and Linda Golsen Rappaport.
(c) During the past sixty (60) days from the date of this
Amendment, the following transactions were effected in the Common Stock
by a reporting person named in response to Paragraph (a) of this Item 5:
On September 1, 1994, the following reporting persons sold the following
number of shares of Common Stock of the Company: (1) GPC - 20,000 shares, (2)
Sylvia H. Golsen - 92,000 shars, (3) Barry H. Golsen - 29,000 shares, and (4)
Steven J. Golsen - 30,000 shares. Each of the sales were pursuant to open
market transactions at a purchase price per share of $6.25. The proceeds of the
sales were used by such reporting persons to satisfy certain promissory notes,
each dated April 15, 1993, issued by Jack E. Golsen in the principal amount of
$290,000, Steven J. Golsen in the principal amount of $270,000, and Barry H.
Golsen in the principal amount of $270,000 to the Company (the "Notes"). The
Notes were issued pursuant to loans made by the Company to Jack E. Golsen,
Steven J. Golsen and Barry H. Golsen for the purpose of assisting such
individuals in the payment of federal alternative minimum tax owed by such
individuals as a result of the exercise of certain incentive stock options
granted by the Company. The sales described above were made at this time
pursuant to representations by the above listed reporting persons that each
Note would be paid in full upon the expiration of the one year holding period
for federal capital gains tax treatment with respect to the Common Stock
acquired upon the exercise of such incentive stock options.
See Item 6, below.
(d) See Item 6, below.
(e) Not applicable.
Item 6. Contracts, Agreements, Underwritings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is deleted in its entirety, and the
following is substituted in lieu thereof:
Under the Client's Agreement with Paine Webber, Inc. ("Paine"),
who has acted as clearing agent for Ladenburg, Thalmann & Co., Inc.,
Jack E. Golsen has granted Paine a security interest in 5,333 shares of
Common Stock of the Company), which were acquired utilizing a margin
account. Under such agreement, Paine may lend either to itself or to
others any securities held by it in Jack E. Golsen's margin account and
to carry all such securities in its general loans and that such
securities may be pledged, repledged, hypothecated, or rehypothecated
for any amounts due to Paine.
Except for (i) options issued to the reporting persons who are
officers, directors, or employees of the Company, or subsidiaries of the
Company pursuant to the Company's stock option plans, the convertible
note between the Company and Jack E. Golsen pursuant to which Jack E.
Golsen is entitled to acquire 4,000 shares of Common Stock of the
Company upon conversion of the note, (iii) the Series B 12% Cumulative
Convertible Preferred Stock pursuant to which Jack E. Golsen and GPC may
acquire Common Stock of the Company upon conversion of such preferred
stock, (iv) as reported below, and (v) as otherwise disclosed in the
Schedule 13D and the exhibits disclosed therein, there are no contracts,
arrangements, understandings, or relationships between the reporting
persons and any other person with respect to the securities of the
Company.
As previously reported and in this Amendment No. 20 to the
Schedule 13D, shares of Common Stock are held in the following six (6)
trusts in which Barry H. Golsen, Steven J. Golsen and/or Linda Golsen
Rappaport (or any two of them) are trustees: Amy G. Rappaport Trust No.
J-1, Joshua B. Golsen Trust No. J-1, Adam Z. Golsen Trust No. J-1, Stacy
L. Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle
L. Golsen Trust No. J-1. See Item 5(b) of this Amendment for a descrip-
tion of the relationship between the shareholders and officers of GPC,
which owns of record or beneficially 1,589,532 shares of Common Stock.
Under the Customer's Agreement with Janney Montgomery Scott
Inc. ("JMS"), Sylvia H. Golsen has granted JMS a security interest in
220,000 shares of Common Stock. Under the Customer's Agreement, JMS may
lend and repledge all such securities, from time to time, and in the
event the margin account may not meet JMS' requirements and Sylvia H.
Golsen does not otherwise satisfy such requirements, JMS may close out
the margin account by selling such shares.
On August 23, 1994, City Bank and Trust, Oklahoma City,
Oklahoma, released its security interest on 4,000 shares of Class B
Preferred pledged by Jack E. Golsen. On that same date,
Jack E. Golsen pledged 4,000 shares of Series B Preferred which is
convertible into 133,333 shares of Common Stock, to Citybank to secure
repayment of a certain loan made to Jack E.
Golsen on such date. In addition to standard default and similar
provisions contained in the Commercial Pledge Agreement, Citybank
retains the right to collect income paid in connection with the
collateral (including dividends) prior to a default.
Item 7. Materials to be Filed as Exhibits.
1. Client's Agreement between Jack E. Golsen and Paine Webber, Inc., is
filed as Exhibit 1 to Amendment No. 5 to the Schedule 13D and is
incorporated herein by reference.
2. Powers of Attorney executed by Barry H. Golsen, Steven J. Golsen, and
Linda Golsen Rappaport are filed as Exhibit 6 to Amendment No. 3 to the
Schedule 13D and are incorporated herein by reference.
3. Agreement of the reporting persons as to joint filing of this Schedule
13D, is filed as Exhibit 7 to Amendment No. 3 to the Schedule No. 13D
and is incorporated herein by reference.
4. Convertible Note between the Company and Jack E. Golsen filed as Exhibit
(a) to the original Schedule 13D and is incorporated herein by
reference.
5. Issuer's Proxy Statement dated July 14, 1986 setting forth the terms of
the Company's Series B 12% Cumulative Convertible Preferred Stock is
filed as Exhibit 1 to Amendment No. 1 to the Schedule 13D and is
incorporated herein by reference.
6. Non-Non-Qualified Stock Option Agreement, dated June 1, 1989, between
the Company and Jack E. Golsen, is filed as Exhibit 12 to Amendment
No. 8 to the Schedule 13D and is incorporated herein by reference.
7. Stacy L. Rappaport Trust No. J-1, is filed as Exhibit 14 to Amendment
No. 13 to the Schedule 13D and is incorporated herein by reference. The
Joshua B. Golsen Trust No. J-1, Adam Z. Golsen Trust No. J-1, Amy G.
Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L.
Golsen Trust No. J-1 are substantially similar to the Stacy L. Rappaport
Trust No. J-1, except for the names of the trustees, and copies of which
will be supplied to the Commission upon request.
8. Barry H. Golsen 1992 Trust is filed as Exhibit 15 to Amendment No. 16 to
the Schedule 13D and is incorporated herein by reference. The Steven J.
Golsen 1992 Trust and Linda F. Rappaport 1992 Trust are substantially
similar to the Barry H. Golsen 1992 Trust, copies of which will be
supplied to the Commission upon request.
9. Agreement of Sylvia H. Golsen as to joint filing of this Schedule 13D is
filed as Exhibit 15 to Amendment No. 18 and is incorporated herein by
reference.
10. Customer's Agreement between Sylvia H. Golsen and Janney Montgomery
Scott Inc., dated August 13, 1993, is filed as Exhibit 12 to Amendment
No. 19 and is incorporated herein by reference.
11. Commercial Pledge Agreement, dated August 23, 1994, between Citybank &
Trust and Jack E. Golsen.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: September ____, 1994.
/s/ Jack E. Golsen
Jack E. Golsen
GOLSEN PETROLEUM CORPORATION
By /s/ Jack E. Golsen
Jack E. Golsen, President
/s/ Barry H. Golsen *
Barry H. Golsen
/s/ Steven J. Golsen *
Steven J. Golsen
/s/ Linda Golsen Rappaport *
Linda Golsen Rappaport
*Executed by Jack E. Golsen pursuant to
Power of Attorney
/s/ Jack E. Golsen
Jack E. Golsen
/s/ Sylvia H. Golsen
Sylvia H. Golsen
MHB\K-M\LSB\13DAMD20.GOL
COMMERCIAL PLEDGE AGREEMENT EXHIBIT 11, ITEM 7
Principal Loan Date Maturity Loan No. Call
$400,000.00 08-23-1994 05-19-1995 40429 220
Collateral Account Officer Initials
21 32010 REH
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Borrower: JACK E. GOLSEN Lender: CITYBANK & TRUST
P.O. Box 705 City Place
Oklahoma City, OK 73101 Park Avenue
and Robinson
P. O. Box 24500
Oklahoma City,
OK 73124-0500
THIS COMMERCIAL PLEDGE AGREEMENT is entered into between JACK E. GOLSEN
(referred to below as "Grantor"); and CITYBANK & TRUST (referred to below as
"Lender").
GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to
Lender a security interest in the Collateral to secure the indebtedness and
agrees that Lender shall have the rights stated in this Agreement with respect
to the Collateral. In addition to all other rights which Lender may have by
law.
DEFINITIONS. The following words shall have the following meanings when used
in this Agreement:
Agreement. The word "Agreement" means this Commercial Pledge Agreement,
as this Commercial Pledge Agreement may be amended or modified from time
to time, together with all exhibits and schedules attached to this
Commercial Pledge Agreement from time to time.
Collateral. The word "Collateral" means the following specifically
described property, which Grantor has delivered or agrees to deliver (or
cause to be delivered or appropriate book-entries made) immediately to
Lender, together with all income and Proceeds as described below:
1,000,000 shares of LSB Industries, Inc., Series B 12%
Cumulative Convertible Preferred Stock, Certificate # OKP 041,
Issued in the name of Jack E. Golsen
1,000,000 shares of LSB Industries, Inc., Series B 12%
Cumulative Convertible Preferred Stock, Certificate # OKP 042,
Issued in the name of Jack E. Golsen
1,000,000 shares of LSB Industries, Inc., Series B 12%
Cumulative Convertible Preferred Stock, Certificate # OKP 043,
Issued in the name of Jack E. Golsen
1,000,000 shares of LSB Industries, Inc., Series B 12%
Cumulative Convertible Preferred Stock, Certificate # OKP 044,
Issued in the name of Jack E. Golsen
In addition, the word "Collateral" includes all property of Grantor, in
the possession of Lender (or in the possession of a third party subject
to the control of Lender), whether now or hereafter existing and whether
tangible or intangible in character, including without limitation each
of the following:
(a) All property to which Lender acquires title or documents of
title.
(b) All property assigned to Lender.
(c) All promissory notes, bills of exchange, stock
certificates, bonds, savings passbooks, time certificates of
deposit, insurance policies, and all other instruments and
evidences of an obligation.
(d) All records relating to any of the property described in
this Collateral section, whether in the form of a writing,
microfilm, microfiche, or electronic media.
Event of Default. The words "Event of Default" mean and include without
limitation any of the Events of Default set forth below in the section
titled "Events of Default".
Grantor. The word "Grantor" means JACK E. GOLSEN.
Guarantor. The word "Guarantor" means and includes without limitation
each and all of the guarantors, sureties, and accommodation parties in
connection with the indebtedness.
Income and Proceeds. The words "Income and Proceeds" mean all present
and future income, proceeds, earnings, increases, and substitutions from
or for the Collateral of every kind and nature, including without
limitation all payments, interest, profits, distributions, benefits,
rights, options, warrants, dividends, stock dividends, stock splits,
stock rights, regulatory dividends, distributions, subscriptions,
monies, claims for money due and to become due, proceeds of any
insurance on the Collateral, shares of stock of different par value or
no par value issued in substitution or exchange for shares included in
the Collateral, and all other property Grantor is entitled to receive on
account of such Collateral, including accounts, contract rights,
documents, instruments, chattel paper, and general intangibles.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced
by the Note, including all principal and interest, together with all
other indebtednesses and costs and expenses for which Grantor is
responsible under this Agreement or under any of the Related Documents.
Lender. The word "Lender" means CITYBANK & TRUST, its successors and
assigns.
Note. The word "Note" means the note or credit agreement dated August
23, 1994, in the principal amount of $400,000.00 from Grantor to Lender,
together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of and substitutions for the note or
credit agreement.
Obligor. The word "Obligor" means and includes without limitation any
and all persons or entities obligated to pay money or to perform some
other act under the Collateral.
Related Documents. The words "Related Documents" mean and include
without limitation all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection
with the Indebtedness.
RIGHT OF SETOFF. Grantor hereby grants Lender a contractual possessory
security interest in and hereby assigns, conveys, delivers, pledges, and
transfers all of Grantor's right, title and interest in and to Grantor's
accounts with Lender (whether checking, savings, or some other account),
including all accounts held jointly with someone else and all accounts Grantor
may open in the future, excluding however all IRA, Keogh, and trust accounts.
Grantor authorizes Lender, to the extent permitted by applicable law, to
charge or setoff all Indebtedness against any and all such accounts.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
Grantor represents and warrants to Lender that:
Ownership. Grantor is the lawful owner of the Collateral free and clear
of all security interests, liens, encumbrances and claims of others
except as disclosed to and accepted by Lender in writing prior to
execution of this Agreement.
Right to Pledge. Grantor has the full right, power and authority to
enter into this Agreement and to pledge the Collateral.
Binding Effect. This Agreement is binding upon Grantor, as well as
Grantor's heirs, successors, representatives, and assigns, and is
legally enforceable in accordance with its terms.
No Further Assignment. Grantor has not, and will not, sell, assign,
transfer, encumber or otherwise dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.
No Defaults. There are no defaults existing under the Collateral, and
there are no offsets or counterclaims to the same. Grantor will
strictly and promptly perform each of the terms, conditions, covenants
and agreements contained in the Collateral which are to be performed by
Grantor, if any.
No Violation. The execution and delivery of this Agreement will not
violate any law or agreement governing Grantor or to which Grantor is a
party.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO COLLATERAL. Lender may hold
the Collateral until all the Indebtedness has been paid and satisfied and
thereafter may deliver the Collateral to any Grantor. Lender shall have the
following rights in addition to all other rights it may have by law:
Maintenance and Protection of Collateral. Lender may, but shall not be
obligated to, take such steps as it deems necessary or desirable to
protect, maintain, insure, store, or care for the Collateral, including
payment of any liens or claims against the Collateral. Lender may
charge any cost incurred in so doing to Grantor.
Income and Proceeds from the Collateral. Lender may receive all Income
and Proceeds and add it to the Collateral. Grantor agrees to deliver to
Lender immediately upon receipt, in the exact form received and without
commingling with other property, all Income and Proceeds from the
Collateral which may be received by, paid, or delivered to Grantor or
for Grantor's account, whether as an addition to, in discharge of, in
substitution of, or in exchange for any of the Collateral.
Application of Cash. At Lender's option, Lender may apply any cash,
whether included in the Collateral or received as Income and Proceeds or
through liquidation, sale, or retirement, of the collateral, to the
satisfaction of the Indebtedness or such portion thereof as Lender shall
choose, whether or not matured.
Transactions with Others. Lender may (a) extend time for payment or
other performance, (b) grant a renewal or change in terms or conditions,
or (c) compromise, compound or release any obligation, with any one or
more Obligors, endorsers, or Guarantors of the Indebtedness as Lender
deems advisable, without obtaining the prior written consent of Grantor,
and no such act or failure to act shall affect Lender's rights against
Grantor or the Collateral.
All Collateral Secures Indebtedness. All Collateral shall be security
for the Indebtedness, whether the Collateral is located at one or more
offices or branches of Lender and whether or not the office or branch
where the Indebtedness is created is aware of or relies upon the
Collateral. In the event Grantor comes into the possession of any
Collateral, Grantor will deliver it immediately to Lender.
Collection of Collateral. Lender, at Lender's option may, but need not,
collect directly from the Obligors on any of the Collateral all Income
and Proceeds or other sums of money and other property, due and to
become due under the Collateral, and Grantor authorizes and directs the
Obligors, if Lender exercises such option, to pay and deliver to Lender
all Income and Proceeds and other sums of money and other property
payable by the terms of the Collateral and to accept Lender's receipt
for the payments.
Power of Attorney. Grantor irrevocably appoints Lender as Grantor's
attorney-in-fact, with full power of substitution, (a) to demand,
collect, receive, receipt for, sue and recover all Income and Proceeds
and other sums of money and other property which may now or hereafter
become due, owing or payable from the Obligors in accordance with the
terms of the Collateral; (b) to execute, sign and endorse any and all
instruments, receipts, checks, drafts and warrants issued in payment for
the Collateral; (c) to settle or compromise any and all claims arising
under the Collateral, and in the place and stead of Grantor, execute and
deliver Grantor's release and acquittance for Grantor; (d) to file any
claim or claims or to take any action or to institute or take part in
any proceedings, either in Lender's own name or in the name of Grantor,
or otherwise, which in the discretion of Lender may seem to be necessary
or advisable; and (e) to execute in Grantor's name and to deliver to the
Obligors on Grantor's behalf, at the time and in the manner specified by
the Collateral, any necessary instruments or documents.
Perfection of Security Interest. Upon request of Lender, Grantor will
deliver to Lender any and all of the documents evidencing or
constituting the Collateral. If the Collateral consists of securities
for which no certificate has been issued, Grantor agrees, at Lender's
option, either to request issuance of an appropriate certificate or to
execute appropriate instructions on Lender's forms instructing the
Issuer, transfer agent, mutual fund company, or broker, as the case may
be, to record on its books or records, by book-entry or otherwise,
Lender's security interest in the Collateral. Grantor hereby appoints
Lender as Grantor's irrevocable attorney-in-fact for the purpose of
executing any documents necessary to perfect or to continue the security
interest granted in this Agreement. This is a continuing Security
Agreement and will continue in effect even though all or any part of the
Indebtedness is paid in full and even though for a period of time
Grantor may not be indebted to Lender.
EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without
limitation all taxes, liens, security interests, encumbrances, and other
claims, at any time levied or placed on the Collateral. Lender also may (but
shall not be obligated to) pay all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender
for such purposes will then bear interest at the rate charged under the Note
from the date incurred or paid by Lender to the date of repayment by the
Grantor. All such expenses shall become a part of the Indebtedness and, at
Lender's option, will (a) be payable on demand, (b) be added to the balance of
the Note and be apportioned among and be payable with any installment payments
to become due during either (i) the term of any applicable insurance policy or
(ii) the remaining term of the Note, or (c) be treated as a balloon payment
which will be due and payable at the Note's maturity. This Agreement also
will secure payment of these amounts. Such right shall be in addition to all
other rights and remedies to which Lender may be entitled upon the occurrence
of an Event of Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable
care in the physical preservation and custody of the Collateral in Lender's
possession, but shall have no other obligation to protect the Collateral or
its value. In particular, but without limitation, Lender shall have no
responsibility for (a) any depreciation in value of the Collateral or for the
collection or protection of any Income and Proceeds from the Collateral, (b)
preservation of rights against parties to the Collateral or against third
persons, (c) ascertaining any maturities, calls, conversions, exchanges,
offers, tenders, or similar matters relating to any of the Collateral, or (d)
informing Grantor about any of the above, whether or not Lender has or is
deemed to have knowledge of such matters. Except as provided above, Lender
shall have no liability for depreciation or deterioration of the Collateral.
EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:
Default on Indebtedness. Failure of Grantor to make any payment when
due on the Indebtedness.
Other Defaults. Failure of Grantor to comply with or to perform any
other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or in any other agreement
between Lender and Grantor.
Death or Insolvency. The death of Grantor or the dissolution or
termination of Grantor's existence as a going business, the insolvency
of Grantor, the appointment of a receiver for any part of Grantor's
property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any
governmental agency against the Collateral or any other collateral
security the Indebtedness. This includes a garnishment of any of
Grantor's deposit accounts with Lender.
Deterioration of Collateral Value. The market value of the Collateral
falls below a 30% margin, and Grantor does not, by the close of business
on the next business day after Lender has sent written notice to Grantor
of the deterioration, either (a) reduce the amount of the Indebtedness
to the amount required by Lender or (b) increase the cash value of
Collateral to the amount required by Lender by lodging with Lender
additional collateral security acceptable to Lender.
Events Affecting Guarantor. Any of the preceding events occurs with
respect to any Guarantor of any of the Indebtedness of such Guarantor
dies or becomes incompetent.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender may exercise any one or more of the
following rights and remedies:
Accelerate Indebtedness. Declare all Indebtedness, including any
prepayment penalty which Grantor would be required to pay, immediately
due and payable, without notice of any kind to Grantor.
Collect the Collateral. Collect any of the Collateral and, at Lender's
option and to the extent permitted by applicable law, retain possession
of the Collateral while suing on the indebtedness.
Sell the Collateral. Sell the Collateral, at Lender's discretion, as a
unit or in parcels, at one or more public or private sales. Unless the
Collateral is perishable or threatens to decline speedily in value or is
of a type customarily sold on a recognized market, Lender shall give or
mail to Grantor, or any of them, notice at least ten (10) days in
advance of the time and place of any public sale, or of the date after
which any private sale may be made. Grantor agrees that any requirement
of reasonable notice is satisfied if Lender mails notice by ordinary
mail addressed to Grantor, or any of them, at the last address Grantor
has given Lender in writing. If a public sale is held, there shall be
sufficient compliance with all requirements of notice to the public by a
single publication in any newspaper of general circulation in the county
where the Collateral is located, setting forth the time and place of
sale and a brief description of the property to be sold. Lender may be
a purchaser at any public sale.
Register Securities. Register any securities included in the Collateral
in Lender's name and exercise any rights normally incident to the
ownership of securities.
Sell Securities. Sell any securities included in the Collateral in a
manner consistent with applicable federal and state securities laws,
notwithstanding any other provision of this or any other agreement. If,
because of restrictions under such laws, Lender is or believes it is
unable to sell the securities in an open market transaction, Grantor
agrees that Lender shall have no obligation to delay sale until the
securities can be registered, and may make a private sale to one or more
persons or to a restricted group of persons, even though such sale may
result in a price that is less favorable than might be obtained in an
open market transaction, and such a sale shall be considered
commercially reasonable. If any securities held as collateral are
"restricted securities" as defined in the Rules of the Securities and
Exchange Commission (such as Regulation D or rule 144) or state
securities departments under state "Blue Sky" laws, or if Grantor is an
affiliate of the issuer of the securities, Grantor agrees that neither
Borrower nor any member of Borrower's family and neither Grantor nor any
member of Grantor's family will sell or dispose of any securities of
such issuer without obtaining Lender's prior written consent.
Foreclosure. Maintain a judicial suit for foreclosure and sale of the
Collateral.
Transfer Title. Effect transfer of title upon sale of all or part of
the Collateral. For this purpose, Grantor irrevocably appoints Lender
as its attorney-in-fact to execute endorsements, assignments and
instruments in the name of Grantor and each of them (if more than one)
as shall be necessary or reasonable.
Other Rights and Remedies. Have and exercise any or all of the rights
and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, at law, in equity, or otherwise.
Application of Proceeds. Apply any cash which is part of the
Collateral, or which is received from the collection or sale of the
Collateral, to reimbursement of any expenses, including any costs for
registration of securities, commissions incurred in connection with a
sale, attorney fees as provided below, and court costs, whether or not
there is a lawsuit and including any fees on appeal, incurred by Lender
in connection with the collection and sale of such Collateral and to the
payment of the Indebtedness of Grantor to Lender, with any excess funds
to be paid to Grantor as the interests of Grantor may appear. Grantor
agrees, to the extent permitted by law, to pay any deficiency after
application of the proceeds of the Collateral to the Indebtedness.
Cumulative Remedies. All of Lender's rights and remedies, whether
evidenced by this Agreement or by any other writing, shall be cumulative
and may be exercised singularly or concurrently. Election by Lender to
pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an obligation
of Grantor under this Agreement, after Grantor's failure to perform,
shall not affect Lender's right to declare a default and to exercise its
remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part
of this Agreement:
Amendments. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Agreement. No alteration of or amendment
to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration
or amendment.
Applicable Law. This Agreement has been delivered to Lender and
accepted by Lender in the State of Oklahoma. If there is a lawsuit,
Grantor agrees upon Lender's request to submit to the jurisdiction of
the courts of Oklahoma County, the State of Oklahoma. This Agreement
shall be governed by and construed in accordance with the laws of the
State of Oklahoma.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
Lender's costs and expenses, including attorneys' fees and Lender's
legal expenses, incurred in connection with the enforcement of this
Agreement. Lender may pay someone else to help enforce this Agreement,
and Grantor shall pay the costs and expenses of such enforcement. Costs
and expenses include Lender's attorneys' fees and legal expenses whether
or not there is a lawsuit, including attorneys' fees and legal expenses
for bankruptcy proceedings (and including efforts to modify or vacate
any automatic stay or injunction), appeals, and any anticipated post-
judgment collection services. Grantor also shall pay all court costs
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.
Notices. All notices required to be given under this Agreement shall be
given in writing and shall be effective when actually delivered or when
deposited with a nationally recognized overnight courier or deposited in
the United States mail, first class, postage-prepaid, addressed to the
party to whom the notice is to be given at the address shown above. Any
party may change its address for notices under this Agreement by giving
formal written notice to the other parties, specifying that the purpose
of the notice is to change the party's address. To the extent permitted
by applicable law, if there is more than one Grantor, notice to any
Grantor will constitute notice to all Grantors. For notice purposes,
Grantor agrees to keep Lender informed at all times of Grantor's current
address(es).
Severability. If a court of competent jurisdiction finds any provision
of this Agreement to be invalid or unenforceable as to any person or
circumstance, such finding shall not render that provision invalid or
unenforceable as to any other person or circumstances. If feasible, any
such offending provision shall be deemed to be modified to be within the
limits of enforceability or validity; however, if the offending
provision cannot be so modified, it shall be stricken and all other
provisions of this Agreement in all other respects shall remain valid
and enforceable.
Successor Interests. Subject to the limitations set forth above on
transfer of the Collateral, this Agreement shall be binding upon and
inure to the benefit of the parties, their successors and assigns.
Waiver. Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall
operate as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict
compliance with that provision or any other provision of this Agreement.
No prior waiver by Lender, nor any course of dealing between Lender and
Grantor, shall constitute a waiver of any of Lender's rights or of any
of Grantor's obligations as to any future transactions. Whenever the
consent of Lender is required under this Agreement, the granting of such
consent by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required and in
all cases such consent may be granted or withheld in the sole discretion
of Lender.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS PLEDGE AGREEMENT,
AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 23, 1994.
GRANTOR:
X
JACK E. GOLSEN
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.18 (c) 1994 ProServices, Inc.
All rights reserved. [OK-E60 GOLSENJ.LN
MHB:\K-M\LSB\13AMD20.CPA
