SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)
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)
October 25, 1995
----------------
(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.
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).
CUSIP NO. 5021600-10-4
(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 284,361
Number of Shares (8) Shared Voting Power 2,811,928
Beneficially
Owned by Each (9) Sole Dispositive 284,361
Reporting Person Power
With:
(10) Shared Dispositive 2,811,928
Power
(11) Aggregate Amount Beneficially 3,096,289
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 22.7%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
CUSIP NO. 5021600-10-4
(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 2,811,928
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 2,811,928
Power
(11) Aggregate Amount Beneficially 2,811,928
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 20.9%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
CUSIP NO. 5021600-10-4
(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- OO
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- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 232,957
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 232,957
Power
(11) Aggregate Amount Beneficially 232,957
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 1.8%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
CUSIP NO. 5021600-10-4
(1) Names of Reporting Persons, SBL Corporation
S.S. or I.R.S. Identification 73-1477865
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- OO
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- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 1,642,944
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 1,642,944
Power
(11) Aggregate Amount Beneficially 1,642,944
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 12.2%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
CUSIP NO. 5021600-10-4
(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 249,563
Number of Shares (8) Shared Voting Power 1,806,404
Beneficially
Owned by Each (9) Sole Dispositive 249,563
Reporting Person Power
With:
(10) Shared Dispositive 1,806,404
Power
(11) Aggregate Amount Beneficially 2,055,967
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 15.3%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
CUSIP NO. 5021600-10-4
(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 209,934
Number of Shares (8) Shared Voting Power 1,698,852
Beneficially
Owned by Each (9) Sole Dispositive 209,934
Reporting Person Power
With:
(10) Shared Dispositive 1,698,852
Power
(11) Aggregate Amount Beneficially 1,908,786
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 14.2%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
CUSIP NO 5021600-10-4
(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 1,806,404
Beneficially
Owned by Each (9) Sole Dispositive 82,552
Reporting Person Power
With:
(10) Shared Dispositive 1,806,404
Power
(11) Aggregate Amount Beneficially 1,888,956
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 14.0%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
CUSIP NO. 5021600-10-4
This statement constitutes Amendment No. 23 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"), SBL Corporation ("SBL"), Barry H. Golsen, Steven J. Golsen and
Linda Golsen Rappaport.
This Amendment No. 23 to the Schedule 13D is being filed as a
result of a change in the facts contained in Amendment 22 to the Schedule 13D,
which change may be considered a material change in the facts set forth in
Amendment 22 to the Schedule 13D. The change is due to the following:
(i) On October 25, 1995, GPC distributed pursuant to a dividend to
SBL, GPC's newly created parent corporation and owner of 100%
of the outstanding capital stock of GPC. The dividend
consisted of 981,199 shares of Common Stock and 12,000 shares
of the Company's Series B 12% Cumulative, Preferred Stock (the
"Series B Preferred Stock"), all of which were held in GPC's
investment portfolio. Each share of the Series B Preferred
Stock is convertible, at the option of the holder, into 33.3333
shares of Common Stock. As a result of the formation of SBL as
the parent company of GPC and the distribution of such dividend
to SBL by GPC, SBL may be considered a reporting person
required to file this Schedule 13D pursuant to section 13(d) of
the Securities Exchange Act of 1934, and has elected to be
included in this Schedule 13D as a reporting person.
(ii) Between September 26 and October 25, 1995, GPC acquired (a)
29,500 shares of Common Stock for an aggregate purchase price
of $145,900.00 and (b) 2,200 shares of the Company's $3.25
Convertible, Exchangeable Class C Preferred Stock, Series 2
("Class C Preferred Stock") for an aggregate purchase price of
$76,800.00. Each share of Class C Preferred Stock is
convertible, at the option of the holder, into 4.329 shares of
Common Stock at a conversion price of $11.55 per share. See
Item 5(c) of this Amendment.
(iii) Between October 20 and October 24, 1995, SBL acquired 6,650
shares of Class C Preferred Stock for an aggregate purchase
price of $218,618.75. Each share of Class C Preferred Stock is
convertible into 4.329 shares of Common Stock at a conversion
price of $11.55 per share. See Item 5(c) of this Amendment.
Item 1. Security and Issuer.
Item 1 of this Schedule 13D is unchanged.
Item 2. Identity and Background.
Item 2 of this Schedule 13D is unchanged, except the following
additional reporting person is hereby added:
a) Name: SBL Corporation
b) State of Organization: Oklahoma
c) Address of Principal Business and Principal Office:
16 South Pennsylvania
Post Office Box 705
Oklahoma City, Oklahoma 73101
d) Principal Business: SBL is the parent company of GPC and
owns certain securities.
e) During the last five (5) years, SBL has not been convicted
in a criminal proceeding.
f) SBL 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 SBL to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In connection with the distribution by GPC to SBL of a dividend
on October 25, 1995, consisting of 981,199 shares of Common
Stock and 12,000 shares of the Series B Preferred Stock, which
shares were held in GPC's investment portfolio, SBL paid no
consideration to GPC for such dividend or the shares included
in the dividend.
Between September 26 and October 25, 1995, GPC acquired 29,500
shares of Common Stock for an aggregate purchase price of
$145,900.00, and acquired 2,200 shares of the Class C Preferred
Stock for an aggregate purchase price of $76,800.00. The
sources of the funds used by GPC in making such purchases were,
in part, borrowed from Jack E. Golsen, who borrowed such funds
from Stillwater National Bank and Trust Company, Oklahoma, and
the remaining funds were borrowed pursuant to GPC's margin
account at National Financial Services Corporation.
Between October 20 and October 24, 1995, SBL acquired 6,650
shares of the Class C Preferred Stock for an aggregate purchase
price of $218,618.75. The sources of the funds used by SBL in
making such purchases were, in part, borrowed from Jack E.
Golsen, who borrowed such funds from Stillwater National Bank
and Trust Company, Oklahoma, and the remaining funds were
borrowed pursuant to SBL's margin account at National Financial
Services Corporation. See Item 5(c) hereof.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is unchanged.
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 3,096,289(1)(2)(6) 22.7%
Sylvia H. Golsen 2,811,928(1)(6)(7) 20.9%
SBL 1,642,944(1) 12.2%
GPC 232,957(8) 1.8%
Barry H. Golsen 2,055,967(1)(3)(6) 15.3%
Steven J. Golsen 1,908,786(1)(4)(6) 14.2%
Linda Golsen Rappaport 1,888,956(1)(5)(6) 14.0%
____________________
(1) The amount shown includes 1,642,944 shares of Common Stock
beneficially owned by SBL, which includes (i) 400,000 shares
that SBL has the right to acquire upon the conversion of 12,000
shares of the Company's Series B Preferred Stock owned of
record by SBL; (ii) 28,788 shares of Common Stock that SBL has
the right to acquire upon the conversion of 6,650 shares of
Class C Preferred Stock owned of record by SBL; and (iii)
232,957 shares of Common Stock beneficially owned by SBL's
wholly owned subsidiary, GPC, which includes (a) 133,333 shares
that GPC has the right to acquire upon conversion of 4,000
shares of Class B Preferred Stock owned of record by GPC, and
(b) 9,526 shares that GPC has the right to acquire upon
conversion of 2,200 shares of Class C Preferred Stock owned of
record by GPC. The relationship between Jack E. Golsen, Sylvia
H. Golsen, Barry H. Golsen, Steven J. Golsen, Linda Golsen
Rappaport, SBL, 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) 1,168,984
shares of Common Stock owned of record by Sylvia H. Golsen,
wife of Jack E. Golsen, (d) 33,000 shares of Common Stock Jack
E. Golsen may acquire upon exercise of a Non-Qualified Stock
Option, and (e) 25,000 shares of Common Stock Jack E. Golsen
may acquire upon exercise of incentive stock options of the
Company.
(3) 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) 65,840 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) 27,954 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) 26,888 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) 5,000 shares of Common Stock which Barry H.
Golsen may acquire upon exercise of incentive stock options of
the Company.
(4) The amount shown does not include 65,840 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 does include (a) 27,954 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) 27,954 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) 5,000 shares of
Common Stock which Steven J. Golsen may acquire upon exercise
of incentive stock options of the Company.
(5) The amount shown does not include 122,297 shares of Common
Stock that Mrs. Rappaport's husband owns and 5,000 shares which
Mrs. Rappaport's husband 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 65,840 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)
27,954 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) 26,888
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.
(6) 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 SBL and GPC.
(7) 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
33,000 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 25,000
shares of Common Stock that Jack E. Golsen may acquire upon
exercise of incentive stock options of the Company.
(8) The amount shown includes 232,957 shares of Common Stock
beneficially owned by GPC, which includes (i) 133,333 shares
that GPC has the right to acquire upon conversion of 4,000
shares of the Company's Series B Preferred Stock owned of
record by GPC, and (ii) 9,526 shares that GPC has the right to
acquire upon conversion of 2,200 shares of Class C Preferred
stock owned of record by GPC. The relationship between Jack E.
Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen,
Linda Golsen Rappaport, SBL, and GPC is described in more
detail in paragraph (b) of this Item 5.
(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 284,361(1)(5) 2,811,928(2)(3)
Sylvia H. Golsen None 2,811,928(2)(11)
SBL None 1,642,944(2)
GPC None 232,957(4)
Barry H. Golsen 249,563(5)(6) 1,806,404(2)(7)
Steven J. Golsen 209,934(5)(8) 1,698,852(2)(9)
Linda Golsen Rappaport 82,552(5) 1,806,404(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) 33,000 shares of Common Stock that J. Golsen has the right
to acquire under a Non-Qualified Stock Option, and (d) 25,000
shares of Common Stock which Jack E. Golsen may acquire upon
exercise of incentive stock options.
(2) See footnote (1) under paragraph (a) of this Item 5.
(3) The amount shown includes 1,168,984 shares of Common Stock
owned of record by Sylvia H. Golsen, the wife of Jack E.
Golsen.
(4) See footnote (8) under paragraph (a) of this Item 5.
(5) See footnote (6) under paragraph (a) of this Item 5.
(6) The amount shown includes 5,000 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 65,840 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 such trust. Such amount does include (a)
27,954 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) 26,888
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 5,000 shares which Steven J. Golsen
may acquire upon exercise of incentive stock options of the
Company.
(9) The amount shown does not include 65,840 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) 27,954 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) 27,954 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 (5) under paragraph (a) of this Item 5.
(11) See footnotes (6) and (7) under paragraph (a) of this Item 5.
SBL is wholly owned by Sylvia H. Golsen (wife of Jack E. Golsen
and 40% owner), Barry H. Golsen (20% owner), Steven J. Golsen (20%
owner) and Linda Golsen Rappaport (20% owner). Such individuals
previously owned all of the issued and outstanding Common Stock of GPC
in the same ownership percentages as indicated with respect to SBL.
Upon formation of SBL, such individuals contributed all of their stock
in GPC to SBL. As a result, GPC became the wholly owned subsidiary of
SBL. The directors and executive officers of SBL are Sylvia H. Golsen,
Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport. The
directors and executive officers of GPC are Jack E. Golsen, Sylvia H.
Golsen, Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport.
Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport are the
children of Jack E. and Sylvia H. Golsen.
(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:
1. Transactions by GPC:
Number Price, Type
of Shares Excluding of
Date Security Acquired Commission Transaction
- ------- ------------ --------- ---------- -----------
9-26-95 Common Stock 1,000 $ 5.25 NYSE
9-27-95 Common Stock 4,000 $ 5.00 NYSE
10-3-95 Common Stock 7,500 $ 5.00 NYSE
10-3-95 Common Stock 5,000 $ 5.00 NYSE
10-12-95 Common Stock 700 $ 5.00 NYSE
10-12-95 Common Stock 300 $ 4.875 NYSE
10-12-95 Common Stock 1,000 $ 5.00 NYSE
10-13-95 Common Stock 1,000 $ 5.00 NYSE
10-16-95 Common Stock 1,000 $ 5.00 NYSE
10-16-95 Common Stock 1,000 $ 4.875 NYSE
10-17-95 Common Stock 1,000 $ 4.875 NYSE
10-18-95 Common Stock 1,000 $ 4.75 NYSE
10-18-95 Common Stock 500 $ 4.875 NYSE
10-19-95 Common Stock 2,000 $ 4.6875 NYSE
10-19-95 Common Stock 1,000 $ 4.75 NYSE
10-25-95 Common Stock 1,500 $ 4.75 NYSE
9-25-95 Class C Preferred Stock 1,000 $34.875 NYSE
9-25-95 Class C Preferred Stock 1,000 $35.00 NYSE
9-26-95 Class C Preferred Stock 200 $34.625 NYSE
2. Transactions by SBL:
-------------------
Number Price, Type
of Shares Excluding of
Date Security Acquired Commission Transaction
- -------- ----------------- --------- ---------- -----------
10-20-95 Class C Preferred 2,150 $32.875 NYSE
10-23-95 Class C Preferred 2,500 $32.875 NYSE
10-24-95 Class C Preferred 2,000 $32.875 NYSE
3. Dividend by GPC to its Parent, SBL. In addition to the transactions
described above, on October 25, 1995, GPC distributed to SBL as a dividend
981,199 shares of Common Stock and 12,000 shares of the Company's Series B
Preferred Stock, all of which were held in GPC's investment portfolio. SBL is
the newly created parent corporation and owner of 100% of the outstanding
capital stock of GPC. SBL paid no consideration for such dividend or the
shares included in such dividend.
(d) See Item 6, below.
(e) As a result of the distribution pursuant to a dividend
by GPC to GPC's parent corporation, SBL, on October 25, 1995, of a
dividend consisting of 981,199 shares of Common Stock and 12,000 shares
of Series B Preferred Stock held in GPC's investment portfolio, GPC
ceased to be the beneficial owner of more than five percent (5%) of the
issued and outstanding Common Stock of the Company.
Item 6. Contracts, Agreements, Underwritings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is unchanged, except the following
is hereby added:
On October 12, 1995, Sylvia H. Golsen pledged 320,000 shares of
Common Stock owned by her to Stillwater National Bank & Trust Company,
Oklahoma City, Oklahoma, to secure repayment of a certain loan made to
Jack E. Golsen on such date. The Security Agreement includes as
collateral all stock dividends with respect to such shares.
Under the Margin Account Agreement with National Financial
Services Corporation ("NFSC"), dated October 17, 1995, SBL has granted
NFSC a security interest in 6,650 shares of Common Stock as of the date
of this Amendment 23. Under the Margin Account Agreement, NFSC may lend
and repledge all of such securities, from time to time, in the event
the margin account may not meet NFSC's requirements and, if GPC does not
otherwise satisfy such requirements, NFSC may close out the margin
account by selling such shares.
On October 24, 1995, Jack E. Golsen pledged 4,000 shares of
Series B Preferred Stock owned by him to CityBank & Trust Company,
Oklahoma City, Oklahoma, to secure repayment of a certain loan made to
Jack E. Golsen and Sylvia H. Golsen on such date. In addition to
standard default and similar provisions contained in the Commercial
Pledge Agreement, CityBank & Trust Company retains the right to collect
all income paid in connection with the collateral (including
dividends)prior to a default.
On October 24, 1995, Sylvia H. Golsen pledged 140,000 shares of
Common Stock owned by her to CityBank & Trust Company, Oklahoma City,
Oklahoma, to secure repayment of a certain loan made to Jack E. Golsen
and Sylvia H. Golsen on such date. In addition to standard default and
similar provisions contained in the Commercial Pledge Agreement,
CityBank & Trust Company retains the right to collect all 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 the
same 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, and copies of the same 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 December 5, 1994, between CityBank &
Trust and Sylvia H. Golsen is filed as Exhibit 12 to Amendment No. 21
and is incorporated herein by reference.
12. Customer's Agreement between Sylvia H. Golsen and Stifel, Nicolaus &
Company, Incorporated, dated March 29, 1995, is filed as Exhibit 13 to
Amendment No. 21 and is incorporated herein by reference.
13. First Amendment to Non-Qualified Stock Option Agreement, dated March 2,
1994, and Second Amendment to Non-Qualified Stock Option Agreement,
dated April 3, 1995, each between the Company and Jack E. Golsen, are
filed as Exhibit 14 to Amendment No. 21 and is incorporated herein by
reference.
14. Margin Account Agreement, dated September 9, 1994, between National
Financial Services Corporation ("NFSC") and Golsen Petroleum Corporation
is filed as Exhibit No. 15 to Amendment 21 and is incorporated herein by
reference. The Margin Account Agreement, dated September 9, 1994,
between NFSC and Jack E. Golsen is substantially similar to the
foregoing Margin Account Agreement, and a copy of the same will be
supplied to the Commission upon request.
15. Security Agreement, dated October 12, 1995, between Jack E. Golsen,
Sylvia H. Golsen and Stillwater National Bank and Trust Company is
attached hereto as Exhibit 15 to this Amendment No. 23.
16. Margin Account Agreement, dated October 17, 1995, between NFSC and SBL
Corporation. The Margin Account Agreement is substantially similar to
the Margin Account Agreements referred to in paragraph 14 of this Item
7, and a copy of the same will be supplied to the Commission upon
request.
17. Commercial Pledge Agreement, dated October 24, 1995, between CityBank &
Trust and Jack E. Golsen is attached hereto as Exhibit 17 to Amendment
No. 23.
18. Commercial Pledge Agreement, dated October 24, 1995, between CityBank &
Trust and Sylvia H. Golsen is attached hereto as Exhibit 18 to this
Amendment No. 23.
19. Agreement of SBL Corporation as to the joint filing of this Schedule 13D
is attached hereto as Exhibit 19 to this Amendment No. 23.
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: November 3, 1995.
/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
SBL CORPORATION
By /s/ Sylvia H. Golsen
___________________________
Sylvia H. Golsen, Secretary
MBEN:\K-M\LSB\13D\13DAMEND.23
ORIGINAL
Date of Agreement
SECURITY AGREEMENT October 12, 1995
==========================================================================
DEBTOR NAME PLEDGOR NAME LENDER NAME
AND ADDRESS AND ADDRESS AND ADDRESS
__________________________________________________________________________
GOLSEN, JACK E. SYLVIA H. GOLSEN STILLWATER NATIONAL BANK
P. O. BOX 705 P. O. BOX 705 AND TRUST COMPANY
OKLAHOMA CITY, OKLAHOMA CITY, 6305 WATERFORD BLVD., STE 205
OK 73101 OK 73101 OKLAHOMA CITY, OK 73101
==========================================================================
I. GRANT OF A SECURITY INTEREST. For value received, the Undersigned whether
one or more (hereinafter individually referred to as "Debtor" or "Pledgor" as
their capacities are above set forth) hereby grants to Lender named above a
security interest in the property described in Paragraph II, which property is
hereinafter referred to collectively as "Collateral". This security interest
is given to secure all the obligations of the Debtor and of the Pledgor to
Lender as more fully set forth in Paragraphs III and IV hereof.
II. COLLATERAL. The Collateral includes: (A) All specifically described
Collateral; (B) All proceeds of Collateral; and (C) Other property as
indicated below.
===========================================================================
(A) SPECIFICALLY DESCRIBED COLLATERAL
__________________________________________________________________________
THIRTY-TWO (32) STOCK CERTIFICATES EACH HAVING 10,000 SHARES OF LSB
INDUSTRIES, INC., INSCRIBED SYLVIA H. GOLSEN, CUSIP 502160 10 4. THE
CERTIFICATE NOS. ARE: OKS4029, OKS4030, OKS4031, OKS4032, OKS4033,
OKS4034, OKS4035, OKS4036, OKS4037, OKS4038, OKS4039, OKS4040, OKS4041,
OKS4042, OKS4043, OKS4044, OKS4045, OKS4046, OKS4047, OKS4048, OKS4049,
OSK4050, OKS4051, OKS4052, OKS4053, OKS4054, OKS4055, OKS4056, OKS4058,
OKS4059, OKS4060.
(B) ALL PROCEEDS of the specifically described Collateral regardless of
kind, character or form (including, but not limited to, renewals,
extension,s redeposits, reissues or any other changes in form of the
rights represented thereby), together with any stock rights, rights to
subscribe, liquidating dividends, dividends paid in stock or other
property, new securities, or any other property to which Undersigned may
hereafter become entitled to receive by reason of the specifically
described Collateral; and in the event Undersigned receives any such
property, Undersigned agrees immediately to deliver same to Lender to be
held by Lender in the same manner as Collateral specifically described
above.
(C) OTHER PROPERTY which shall be deemed Collateral shall include all
dividends and interest paid in cash on the Collateral, provided,
however, that Lender at its option may permit such dividends and/or
interest to be received and retained by Undersigned, but provided
further, that Lender may at any time terminate such permission.
Collateral shall further include without limitation, all money, funds,
or property owned by Undersigned which is now or which hereafter may be
possessed or controlled by Lender whether by pledge, deposit or
otherwise.
===========================================
III. OBLIGATIONS SECURED BY THIS AGREEMENT. The security interest herein
granted is given to secure all of the obligations of Debtor or Pledgor
including: (a) The performance of all of the agreements, covenants and
warranties of the Debtor or Pledgor as set forth in any agreement
between Debtor or Pledgor and Lender, (b) All liabilities of Debtor or
Pledgor to Lender of every kind and description including: (1) all
future advances, (2) both direct and indirect liabilities, (3)
liabilities due or to become due and whether absolute or contingent, and
(4) liabilities now existing or hereafter arising and however evidenced;
(c) All extensions and renewals of liabilities of Debtor or Pledgor to
Lender for any term or terms to which Undersigned hereby consents; (d)
All interest due or to become due on the liabilities of Debtor or
Pledgor to Lender; (e) All expenditures by Lender involving the
performance of or enforcement of any agreement, covenant or warranty
provided for by this or any other agreement between the parties; and (f)
All costs, attorney fees, and other expenditures of Lender in the
collection and enforcement of any obligation or liability of Debtor or
Pledgor to Lender and in the collection and enforcement of or
realization upon any of the Collateral.
IV. FUTURE ADVANCES. It is specifically agreed that the obligations of
Debtor and Pledgor secured by this Agreement include all future advances
by Lender to Debtor as set forth in Paragraph III above.
V. ADDITIONAL PROVISIONS. The Undersigned agrees to the Additional
Provisions set forth on page two hereof, the same being incorporated
herein by reference.
==============================================================================
RECEIPT FOR COLLATERAL SIGNATURES
______________________________________________________________________________
____________________________________
STILLWATER NATIONAL BANK Name SYLVIA H. GOLSEN
AND TRUST COMPANY ____________________________________
_____________________________________ Name
LENDER NAME ____________________________________
/s/ Charles Smith SR. V.P. CORPORATION OR PARTNERSHIP NAME
____________________ __________ _________________________ _________
By CHARLES SMITH Title By Title
=============================================================================
Form 04 0676 4 Stocks, Bonds and Possessory Collateral
Copyright 11/90 American Bank Systems, Inc.
COMMERCIAL PLEDGE AGREEMENT
Principal Loan Date Maturity Loan No. Call
$600,000.00 10-24-1995 02-20-1996 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
SYLVIA H. GOLSEN City Place
P.O. Box 705 Park Avenue
Oklahoma City, OK 73101 and Robinson
P. O. Box 24500
GRANTOR: JACK E. GOLSEN Oklahoma City,
P.O. Box 705 OK 73124-0500
Oklahoma City, OK 73101
=================================================================
THIS COMMERCIAL PLEDGE AGREEMENT is entered into among JACK E. GOLSEN and
SYLVIA H. GOLSEN (referred to below as "Borrower"); 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.
Borrower. The word "Borrower" means each and every person or entity
signing the Note, including without limitation JACK E. GOLSEN and SYLVIA
H. GOLSEN.
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. Any Grantor who
signs this Agreement, but does not sign the Note, is signing this
Agreement only to grant a security interest in Grantor's interest in the
Collateral to Lender and is not personally liable under the Note except
as otherwise provided by contract or law (e.g., personal liability under
a guaranty or as a surety).
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 Borrower or
Grantor is responsible under this Agreement or under any of the Related
Documents. In addition, the word "Indebtedness" includes all other
obligations, debts and liabilities, plus interest thereon, of Borrower,
or any one or more of them, to Lender, as well as all claims by Lender
against Borrower, or any one or more of them, whether existing now or
later; whether they are voluntary or involuntary, due or not due, direct
or indirect, absolute or contingent, liquidated or unliquidated; whether
Borrower may be liable individually or jointly with others; whether
Borrower may be obligated as guarantor, surety, accommodation party or
otherwise; whether recovery upon such indebtedness may be or hereafter
may become barred by any statute of limitations; and whether such
indebtedness may be or hereafter may become otherwise unenforceable.
Lender. The word "Lender" means CITYBANK & TRUST, its successors and
assigns.
Note. The word "Note" means the note or credit agreement dated October
24, 1995, in the principal amount of $600,000.00 from Borrower 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.
BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under
this Agreement or by applicable law, (a) Borrower agrees that Lender need not
tell Borrower about any action or inaction Lender takes in connection with
this Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without
limitation any failure of Lender to realize upon the Collateral or any delay
by Lender in realizing upon the Collateral; and Borrower agrees to remain
liable under the note no matter what action Lender takes or fails to take
under this Agreement.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this
Agreement is executed at Borrower's request and not at the request of Lender;
(b) Grantor has the full right, power and authority to enter into this
Agreement and to pledge the Collateral to Lender; (c) Grantor has established
adequate means of obtaining from Borrower on a continuing basis information
about Borrower's financial condition; and (d) Lender has made no
representation to Grantor about Borrower or Borrower's creditworthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest,
demand, and notice of dishonor or non-payment to Grantor, Borrower, or any
other party to the Indebtedness or the Collateral. Lender may do any of the
following with respect to any obligation of any Borrower, without first
obtaining the consent of Grantor: (a) grant any extension of time for any
payment, (b) grant any renewal, (c) permit any modification of payment terms
or other terms, or (d) exchange or release any Collateral or other security.
No such act or failure to act shall affect Lender's rights against Grantor or
the Collateral.
If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Grantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Grantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Grantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.
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
Borrower 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 Borrower to make any payment when
due on the Indebtedness.
Other Defaults. Failure of Borrower or 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 failure of Borrower
to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Borrower.
Death or Insolvency. The death of Borrower or Grantor or the
dissolution or termination of Borrower or Grantor's existence as a going
business, the insolvency of Borrower or Grantor, the appointment of a
receiver for any part of Borrower or 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 Borrower or 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 Borrower or Grantor
or by any governmental agency against the Collateral or any other
collateral securing the Indebtedness. This includes a garnishment of
any of Borrower or Grantor's deposit accounts with Lender.
Deterioration of Collateral Value. The market value of the Collateral
falls below a margin of 50%, and Borrower or Grantor does not, by the
close of business on the next business day after Lender has sent written
notice to Borrower or 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 or such Guarantor
dies or becomes incompetent.
Adverse Change. A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or
performance of the indebtedness is impaired.
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 Borrower would be required to pay, immediately
due and payable, without notice of any kind to Borrower or 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 Borrower or
Grantor is an affiliate of the issuer of the securities, Borrower and
Grantor agree 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 Borrower to Lender, with any excess funds
to be paid to Grantor as the interests of Grantor may appear. Borrower
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,
Borrower and Grantor agree 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. Borrower and Grantor agree 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 Borrower 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.
Borrower and 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.
Multiple Parties; Corporate Authority. All obligations of Borrower and
Grantor under this Agreement shall be joint and several, and all
references to Borrower shall mean each and every Borrower, and all
references to Grantor shall mean each and every Grantor. This means
that each of the persons signing below is responsible for all
obligations in 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
Borrower or Grantor will constitute notice to all Borrowers and
Grantors. For notice purposes, Borrower or Grantor agrees to keep
Lender informed at all times of Borrower or 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.
BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS PLEDGE
AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS. THIS AGREEMENT IS
DATED DECEMBER 5, 1994.
BORROWER:
X /s/ Jack E. Golsen X /s/ Sylvia H. Golsen
______________________________ ________________________
JACK E. GOLSEN, President SYLVIA H. GOLSEN
GRANTOR:
X /s/ Jack E. Golsen
_____________________________
JACK E. GOLSEN
_________________________________________________________________
_________________________________________________________________
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.20 (c) 1995 CFI ProServices, Inc.
All rights reserved. [OK-E60 GOLSENJ.LN]
MBEN:\K-M\LSB\13D\13DEXH.CPA
COMMERCIAL PLEDGE AGREEMENT
Principal Loan Date Maturity Loan No. Call
$600,000.00 10-24-1995 02-20-1996 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
SYLVIA H. GOLSEN City Place
P.O. Box 705 Park Avenue
Oklahoma City, OK 73101 and Robinson
P. O. Box 24500
GRANTOR: SYLVIA H. GOLSEN Oklahoma City,
P.O. Box 705 OK 73124-0500
Oklahoma City, OK 73101
================================================================
THIS COMMERCIAL PLEDGE AGREEMENT is entered into among JACK E. GOLSEN and
SYLVIA H. GOLSEN (referred to below as "Borrower"); SYLVIA H. 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.
Borrower. The word "Borrower" means each and every person or entity
signing the Note, including without limitation JACK E. GOLSEN and SYLVIA
H. GOLSEN.
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:
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4025, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4026, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4027 issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4028 issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4025, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4061,issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4062, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4063, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4064, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4065, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4066, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4067, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4068, issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4069,issued in the name of Sylvia H. Golsen
10,000.000 shares of LSB INDUSTRIES, INC., Certificate # OKS
4070, issued in the name of Sylvia H. 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 SYLVIA H. GOLSEN. Any Grantor who
signs this Agreement, but does not sign the Note, is signing this
Agreement only to grant a security interest in Grantor's interest in the
Collateral to Lender and is not personally liable under the Note except
as otherwise provided by contract or law (e.g., personal liability under
a guaranty or as a surety).
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 Borrower or
Grantor is responsible under this Agreement or under any of the Related
Documents. In addition, the word "Indebtedness" includes all other
obligations, debts and liabilities, plus interest thereon, of Borrower,
or any one or more of them, to Lender, as well as all claims by Lender
against Borrower, or any one or more of them, whether existing now or
later; whether they are voluntary or involuntary, due or not due, direct
or indirect, absolute or contingent, liquidated or unliquidated; whether
Borrower may be liable individually or jointly with others; whether
Borrower may be obligated as guarantor, surety, accommodation party or
otherwise; whether recovery upon such indebtedness may be or hereafter
may become barred by any statute of limitations; and whether such
indebtedness may be or hereafter may become otherwise unenforceable.
Lender. The word "Lender" means CITYBANK & TRUST, its successors and
assigns.
Note. The word "Note" means the note or credit agreement dated October
24, 1995, in the principal amount of $600,000.00 from Borrower 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.
BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under
this Agreement or by applicable law, (a) Borrower agrees that Lender need not
tell Borrower about any action or inaction Lender takes in connection with
this Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without
limitation any failure of Lender to realize upon the Collateral or any delay
by Lender in realizing upon the Collateral; and Borrower agrees to remain
liable under the note no matter what action Lender takes or fails to take
under this Agreement.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this
Agreement is executed at Borrower's request and not at the request of Lender;
(b) Grantor has the full right, power and authority to enter into this
Agreement and to pledge the Collateral to Lender; (c) Grantor has established
adequate means of obtaining from Borrower on a continuing basis information
about Borrower's financial condition; and (d) Lender has made no
representation to Grantor about Borrower or Borrower's creditworthiness.
GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest,
demand, and notice of dishonor or non-payment to Grantor, Borrower, or any
other party to the Indebtedness or the Collateral. Lender may do any of the
following with respect to any obligation of any Borrower, without first
obtaining the consent of Grantor: (a) grant any extension of time for any
payment, (b) grant any renewal, (c) permit any modification of payment terms
or other terms, or (d) exchange or release any Collateral or other security.
No such act or failure to act shall affect Lender's rights against Grantor or
the Collateral.
If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Grantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Grantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Grantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.
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
Borrower 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 Borrower to make any payment when
due on the Indebtedness.
Other Defaults. Failure of Borrower or 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 failure of Borrower
to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Borrower.
Death or Insolvency. The death of Borrower or Grantor or the
dissolution or termination of Borrower or Grantor's existence as a going
business, the insolvency of Borrower or Grantor, the appointment of a
receiver for any part of Borrower or 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 Borrower or 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 Borrower or Grantor
or by any governmental agency against the Collateral or any other
collateral securing the Indebtedness. This includes a garnishment of
any of Borrower or Grantor's deposit accounts with Lender.
Deterioration of Collateral Value. The market value of the Collateral
falls below a margin of 50%, and Borrower or Grantor does not, by the
close of business on the next business day after Lender has sent written
notice to Borrower or 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 or such Guarantor
dies or becomes incompetent.
Adverse Change. A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
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 Borrower would be required to pay, immediately
due and payable, without notice of any kind to Borrower or 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 Borrower or
Grantor is an affiliate of the issuer of the securities, Borrower and
Grantor agree 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 Borrower to Lender, with any excess funds
to be paid to Grantor as the interests of Grantor may appear. Borrower
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,
Borrower and Grantor agree 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. Borrower and Grantor agree 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 Borrower 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.
Borrower and 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.
Multiple Parties; Corporate Authority. All obligations of Borrower and
Grantor under this Agreement shall be joint and several, and all
references to Borrower shall mean each and every Borrower, and all
references to Grantor shall mean each and every Grantor. This means
that each of the persons signing below is responsible for all
obligations in 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
Borrower or Grantor will constitute notice to all Borrowers and
Grantors. For notice purposes, Borrower or Grantor agrees to keep
Lender informed at all times of Borrower or 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.
BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS PLEDGE
AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS. THIS AGREEMENT IS
DATED OCTOBER 24, 1995.
BORROWER:
X /s/ Jack E. Golsen X /s/ Sylvia H. Golsen
______________________________ ________________________
JACK E. GOLSEN, President SYLVIA H. GOLSEN
GRANTOR:
X /s/ Sylvia H. Golsen
_____________________________
SYLVIA H. GOLSEN
_________________________________________________________________
_________________________________________________________________
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.20 (c) 1995 CFI ProServices,
Inc. All rights reserved. [OK-E60 GOLSENJ.LN]
MBEN:\K-M\LSB\13D\13DEXH2.CPA
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to the joint filing with the other
reporting persons named therein of Amendment No. 23, dated October 25, 1995,
to the Schedule 13D, dated October 7, 1985, as amended (the "Schedule 13D"),
on behalf of the undersigned, and to the joint filing of any additional
amendments to the Schedule 13D with the other reporting persons named therein.
SBL CORPORATION
By: /s/ Sylvia H. Golsen
___________________________
Sylvia H. Golsen, Secretary
MBEN:\K-M\LSB\13D\JT-FIL.13D
