SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)
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)
August 31, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of his Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent (5%) of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent (5%) of such class.
See Rule 13d-7.)
Note: Six (6) copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
<PAGE>
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 2 of 20 Pages
<PAGE>
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 296,361
Number of Shares (8) Shared Voting Power 2,926,659
Beneficially
Owned by Each (9) Sole Dispositive 296,361
Reporting Person Power
With:
(10) Shared Dispositive 2,926,659
Power
(11) Aggregate Amount Beneficially 3,223,020
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 25.6%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 3 of 20 Pages
<PAGE>
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 2,926,659
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 2,926,659
Power
(11) Aggregate Amount Beneficially 2,926,659
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 23.6%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 4 of 20 Pages
<PAGE>
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- WC
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 1,874,409
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 1,874,409
Power
(11) Aggregate Amount Beneficially 1,874,409
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 15.1%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
Page 5 of 20 Pages
<PAGE>
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- 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- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 193,933
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 193,933
Power
(11) Aggregate Amount Beneficially 193,933
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 1.6%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
Page 6 of 20 Pages
<PAGE>
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 290,116
Number of Shares (8) Shared Voting Power 2,096,869
Beneficially
Owned by Each (9) Sole Dispositive 290,116
Reporting Person Power
With:
(10) Shared Dispositive 2,096,869
Power
(11) Aggregate Amount Beneficially 2,386,985
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 19.2%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 7 of 20 Pages
<PAGE>
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 242,487
Number of Shares (8) Shared Voting Power 1,953,317
Beneficially
Owned by Each (9) Sole Dispositive 242,487
Reporting Person Power
With:
(10) Shared Dispositive 1,953,317
Power
(11) Aggregate Amount Beneficially 2,195,804
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 17.6%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 8 of 20 Pages
<PAGE>
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 2,096,869
Beneficially
Owned by Each (9) Sole Dispositive 82,552
Reporting Person Power
With:
(10) Shared Dispositive 2,096,869
Power
(11) Aggregate Amount Beneficially 2,179,421
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 17.6%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 9 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
This statement constitutes Amendment No. 26 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, SBL
Corporation ("SBL"), Golsen Petroleum Corporation ("GPC"), a wholly
owned subsidiary of SBL, Barry H. Golsen, Steven J. Golsen and
Linda Golsen Rappaport.
This Amendment No. 26 to the Schedule 13D is being filed as a
result of a change in the facts contained in Amendment 25 to the
Schedule 13D. The change is due to the acquisition by SBL of
123,500 shares of Common Stock on August 31, 1999, which resulted
in an increase in SBL's beneficial ownership of Common Stock by
more than 1% of the outstanding Common Stock. In addition to the
foregoing, reference is made to Item 5(c) of this Amendment No. 26
for discussion of certain other transaction in the Company's Common
Stock that were effected by certain reporting persons during the
past sixty days from the date of this Amendment No. 26.
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.
Item 3. Source and Amount of Funds or Other Consideration.
On August 31, 1999, SBL purchased 123,500 shares of
Common Stock for $0.986 per share or an aggregate
purchase price of $121,771. SBL funded the purchase
price out of its working capital.
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 as of August 31,
1999, 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:
Page 10 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
<TABLE>
<CAPTION>
Person Amount Percent(9)
______ ______ _______
<S> <C> <C>
Jack E. Golsen 3,223,020(1)(2)(6) 25.6%
Sylvia H. Golsen 2,926,659(1)(6)(7) 23.6%
SBL 1,874,409(1) 15.1%
GPC 193,933(8) 1.6%
Barry H. Golsen 2,386,985(1)(3)(6) 19.2%
Steven J. Golsen 2,195,804(1)(4)(6) 17.6%
Linda Golsen Rappaport 2,179,421(1)(5)(6) 17.6%
____________________
<FN>
(1) The amount shown includes (i) 1,241,299 shares held
directly by SBL; (ii) 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; (iii) 39,177 shares that SBL has the
right to acquire upon the conversion of 9,050 shares of
Class C Preferred Stock owned of record by SBL; and
(iv) 193,933 shares beneficially owned by SBL's wholly
owned subsidiary, GPC, which includes 133,333 shares
that GPC has the right to acquire upon conversion of
4,000 shares of Series B 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 (i) 4,000 shares that Jack E.
Golsen has the right to acquire upon conversion of a
promissory note, (ii) 133,333 shares 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, (iii) 40,000 shares that Jack E. Golsen may
acquire upon the exercise of Company incentive stock
options, (iv) 1,052,250 shares owned of record by
Sylvia H. Golsen, wife of Jack E. Golsen, and(v) 10,000
shares owned of record by the MG Trust, of which Jack
E. Golsen is the sole trustee with voting and
dispositive power over the securities held by such
trust.
Page 11 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(3) The amount shown does not include (i) 533 shares that
Barry Golsen's wife owns, in which Barry Golsen
disclaims beneficial ownership, and (ii) 79,840 shares
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 (a) 41,954 shares
owned of record by the Amy G. Rappaport Trust No. J-1,
of which Barry H. Golsen is a Co-Trustee, (b) 36,954
shares owned of record by the Joshua B. Golsen Trust
No. J-1, of which Barry H. Golsen is a Co-Trustee, (c)
35,888 shares 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 (d) 43,500 shares which Barry H. Golsen
may acquire upon exercise of Company incentive stock
options.
(4) The amount shown does not include 74,840 shares 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) 41,954 shares
owned of record by the Amy G. Rappaport Trust No. J-1,
of which Steven J. Golsen is a Co-Trustee, (b) 36,954
shares owned of record by the Joshua B. Golsen Trust
No. J-1, of which Steven J. Golsen is a Co-Trustee, and
(c) 35,500 shares which Steven J. Golsen may acquire
upon exercise of Company incentive stock options.
(5) The amount shown does not include 124,350 shares that
Mrs. Rappaport's husband owns and 1,000 shares which
Mrs. Rappaport's husband may acquire upon exercise of
incentive stock options of the Company, for which
Mrs. Rappaport disclaims beneficial ownership. The
amount shown does not include 79,840 shares 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) 41,954 shares
owned of record by the Amy G. Rappaport Trust No. J-1,
of which Linda F. Rappaport is a Co-Trustee, (b) 36,954
shares owned of record by the Joshua B. Golsen Trust
No. J-1, of which Linda F. Rappaport is a Co-Trustee,
and (c) 35,888 shares owned of record by each of the
Adam Z. Golsen Trust No. J-1, of 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.
Page 12 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
(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 that
Barry H. Golsen has the right to acquire under the
Company's incentive stock options, and the shares
considered beneficially owned by Barry H. Golsen as a
result of his position as trustee of certain trusts,
(b) the shares owned of record by Steven J. Golsen, the
shares that Steven J. Golsen has the right to acquire
under the Company's incentive stock options, and the
shares considered beneficially owned by Steven J.
Golsen as a result of his position as trustee of
certain trusts, and (c) the shares owned of record by
Linda Golsen Rappaport, and the shares 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
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 109,028
shares of Common Stock owned of record by Jack E.
Golsen, (b) the 4,000 shares that Jack E. Golsen has
the right to acquire upon the conversion of a
promissory note, (c) the 133,333 shares 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, (d) the 40,000 shares that Jack E.
Golsen has the right to acquire under the Company's
incentive stock options, and (e) the 10,000 shares of
Common Stock held of record by the MG Trust, of which
Jack E. Golsen is the sole trustee who possesses voting
and dispositive power over the securities held by such
trust.
(8) The amount shown includes 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. 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
Page 13 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
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.
</FN>
</TABLE>
<TABLE>
<CAPTION>
(b) The following table sets forth as of August 31,
1999, 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
________________ _______________ ______________
<S> <C> <C>
Jack E. Golsen 296,361(1)(5) 2,926,659(2)(3)
Sylvia H. Golsen None 2,926,659(2)(11)
SBL None 1,874,409(2)
GPC None 193,933(4)
Barry H. Golsen 290,116(5)(6) 2,096,869(2)(7)
Steven J. Golsen 242,487(5)(8) 1,953,317(2)(9)
Linda Golsen Rappaport 82,552(5) 2,096,869(2)(10)
____________________
<FN>
(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, and (c) 40,000
shares that J. Golsen has the right to acquire under
the Company's incentive stock options, and (d) 10,000
shares held of record by the MG Trust, of which Jack E.
Golsen is the sole trustee who possesses voting and
dispositive power over the securities held by such
trust.
(2) See footnote (1) under paragraph (a) of this Item 5.
Page 14 of 20
<PAGE>
CUSIP NO. 5021600-10-4
(3) The amount shown includes 1,052,250 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 43,500 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 79,840 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 dis-
claims beneficial ownership. Such amount does include
(a) 41,954 shares of Common Stock owned of record by
the Amy G. Rappaport Trust No. J-1, of which Barry H.
Golsen is a Co-Trustee, (b) 36,954 shares of Common
Stock owned of record by the Joshua B. Golsen Trust No.
J-1, of which Barry H. Golsen is a Co-Trustee, and (c)
35,888 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 35,500 shares which Steven J.
Golsen may acquire upon exercise of incentive stock
options of the Company.
(9) The amount shown does not include 74,840 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. Such amount includes (a) 41,954
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) 36,954 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.
</FN>
</TABLE>
SBL is wholly owned by Sylvia H. Golsen (40% owner),
Barry H. Golsen (20% owner), Steven J. Golsen (20% owner) and
Page 15 of 20
<PAGE>
CUSIP NO. 5021600-10-4
Linda Golsen Rappaport (20% owner). GPC is a wholly owned
subsidiary of SBL. The directors and executive officers of
SBL and 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, husband and wife.
(c) During the past 60 days, the following
transactions were effected in the Common Stock by a reporting
person named in response to paragraph (a) of this Item 5: (i)
on July 23, 1999, SBL acquired 600 shares of Common Stock at
$2.00 per share in a privately negotiated transaction; (ii) on
July 23, 1999, SBL acquired 74,500 shares of Common Stock at
$1.50 per share in the over-the-counter market; (iii) on
August 31, 1999, SBL acquired 123,500 shares of Common Stock
at $0.986 per share in the over-the-counter market; and (iv)
on July 8, 1999, the Company granted incentive stock options
under the Company's 1998 Stock Option and Incentive Plan to
the following individuals in the following amounts: Jack E.
Golsen (265,000 shares), Barry H. Golsen (155,000 shares),
Stephen J. Golsen (100,000 shares) and Claude Rappaport, the
husband of Linda G. Rappaport, (100,000 shares). Each
incentive stock option has a term of five years from the date
of grant and an exercise price of $1.375 per share. The total
number of shares of Common Stock subject to each incentive
stock option vests at the end of year one through four as to
20%, 20%, 30%, and 30%, respectively.
Item 6. Contracts, Agreements, Underwritings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is unchanged, except on July 28,
1999, SBL Corporation pledged 480,000 shares of Common Stock
and 12,000 shares of the Company's Series B Preferred Stock,
and Golson Petroleum Corporation pledged 4,000 shares of the
Company's Series B Preferred Stock, both along with proceeds
of such shares, to The Bank of Union, El Reno, Oklahoma (the
"Bank of Union") to secure repayment of the loan made by Bank
of Union on such date to Jack E. Golsen and SBL Corporation.
In addition to standard default and similar provisions
contained in the Security Agreement, Bank of Union retains the
right to all dividends paid in connection with the collateral.
Item 7. Materials to be Filed as Exhibits.
1. 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.
Page 16 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
2. 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.
3. Convertible Note between the Company and Jack E. Golsen filed
as Exhibit (a) to the original Schedule 13D and is incor-
porated herein by reference.
4. 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.
5. 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.
6. 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.
7. 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.
8. Security Agreement, dated October 12, 1995, between Jack E.
Golsen, Sylvia H. Golsen and Stillwater National Bank and
Trust Company is filed as Exhibit 15 to Amendment No. 23, and
is incorporated herein by reference.
9. Agreement of SBL Corporation as to the joint filing of this
Schedule 13D is filed as Exhibit 19 to Amendment No. 23, and
is incorporated herein by reference.
10. Shareholder's Agreement, effective December 1, 1995, between
Sylvia Golsen and SBL Corporation is filed as Exhibit 22 to
Amendment No. 24 and is incorporated herein by reference.
11. Shareholder's Agreement, effective December 1, 1995, among
Jack E. Golsen, Sylvia Golsen and SBL Corporation is filed as
Exhibit 23 to Amendment No. 24 and is incorporated herein by
reference.
Page 17 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
12. Shareholder's Agreement, effective December 1, 1995, among
Barry H. Golsen, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to Amendment No.
24, and a copy of the same will be supplied to the Commission
upon request.
13. Shareholder's Agreement, effective December 1, 1995, among
Steven J. Golsen, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to Amendment No.
24, and a copy of the same will be supplied to the Commission
upon request.
14. Shareholder's Agreement, effective December 1, 1995, among
Linda F. Rappaport, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to Amendment No.
24, and a copy of the same will be supplied to the Commission
upon request.
15. Security Agreement, dated October 16, 1997, between Stillwater
National Bank ("SNB") and Sylvia H. Golsen is attached as
Exhibit 22 to Amendment No. 25 and is incorporated herein by
reference. The Security Agreements, all of which are dated
October 16, 1997, between SNB and each of SBL Corporation;
Sylvia H. Golsen, Trustee of the Sylvia H. Golsen 1992 Trust;
Heidi Brown Shear, Trustee of the Linda F. Rappaport 1992
Trust; Heidi Brown Shear, Trustee of the Steven J. Golsen 1992
Trust; Heidi Brown Shear, Trustee of the Barry H. Golsen 1992
Trust, Barry H. Golsen and Linda F. Rappaport, Trustees of the
Michelle L. Golsen J-1 Trust; Barry H. Golsen and Steven J.
Golsen, Trustees of the Amy G. Rappaport J-1 Trust; Barry H.
Golsen and Steven J. Golsen, Trustees of the Joshua B. Golsen
J-1 Trust; Barry H. Golsen and Linda F. Rappaport, Trustees of
the Stacy L. Rappaport J-1 Trust; Barry H. Golsen and Linda F.
Rappaport, Trustees of the Lori R. Rappaport J-1 Trust; and
Barry H. Golsen and Linda F. Rappaport, Trustees of the Adam
Z. Golsen J-1 Trust are substantially similar to the foregoing
Security Agreement, and copies of the same will be supplied
to the Commission upon request.
16. Commercial Pledge and Security Agreement, dated September 21,
1998, between BancFirst and Sylvia H. Golsen is attached as
Exhibit 23 to Amendment No. 25 and is incorporated herein by
reference. The Commercial Pledge and Security Agreements
between BancFirst and Jack E. Golsen and SBL are substantially
similar to the Security Agreement filed as Exhibit 23 to
Amendment No. 25, and a copy of the same will be supplied to
the Commission upon request.
Page 18 of 20 Pages
<PAGE>
CUSIP NO. 5021600-10-4
17. Security Agreement, dated June 16, 1998, between The Bank of
Union and Jack E. Golsen is attached as Exhibit 24 to
Amendment No. 25 and is incorporated herein by reference. The
(a) Security Agreement, dated June 16, 1998, between Bank of
Union and Sylvia H. Golsen, (b) Security Agreement, dated
February 5, 1999, between Bank of Union and Sylvia H. Golsen,
Trustee of the Sylvia H. Golsen 1992 Trust dated 01-08-93, and
(c) Security Agreement, dated December 9, 1997, between Bank
of Union and each of Golsen Petroleum Corporation and Jack E.
Golsen are substantially similar to the Security Agreement
filed as Exhibit 24 to Amendment No. 25, except as to the
number of shares subject to each such Security Agreement, and
a copy of the same will be supplied to the Commission upon
request.
18. Guaranty Agreement, dated October 16, 1997, between SNB and
Jack E. Golsen is attached as Exhibit 25 to Amendment No. 25
and is incorporated herein by reference. The Guaranty
Agreements between SNB and each of SBL Corporation, Sylvia H.
Golsen, Barry H. Golsen (and his wife), Steven J. Golsen, and
Linda F. Rappaport (and her husband, Claude Rappaport) are
substantially similar to the Guaranty Agreement filed as
Exhibit 25 to Amendment No. 25, and a copy of the same will be
supplied to the Commission upon request.
19. Security Agreement, dated July 28, 1999, between The Bank of
Union and Golsen Petroleum Corporation. The Security
Agreement, dated July 28, 1999, between Bank of Union and SBL
Corporation is substantially similar to the Security
Agreement filed as Exhibit 19 to this Amendment No. 26, except
as to the number of shares subject to such Security Agreement,
and a copy of the same will be supplied to the Commission upon
request.
Page 19 of 20 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATED: September 10, 1999.
/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/ Jack E. Golsen
____________________________
Jack E. Golsen, President
G:\MBEN\K-M\LSB\13d\Amend26\Amend26.3.wpd
DATE OF AGREEMENT
7-28-99
SECURITY AGREEMENT
________________________________________________________________
DEBTOR'S NAME AND ADDRESS PLEDGOR NAME AND ADDRESS
________________________________________________________________
SBL Corporation Golsen Petroleum Corporation
Golsen Petroluem Corporation P.O. Box 705
P.O. Box 705 Oklahoma City, OK 73101
Oklahoma City, OK 73101
Jack E. Golsen
16 South Pennsylvania
Oklahoma City, OK 73107
_______________________________________________________________
LENDER NAME AND ADDRESS
____________________________
The Bank of Union
P.O. Box 1010
El Reno, OK 73036
____________________________
I. GRANT OF 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
Paragraph 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
________________________________________________________________
1,000 shares of LSB Industries, Inc. Preferred "B" stock -
Certificate Number OKP 021
1,000 shares of LSB Industries, Inc. Preferred "B" stock -
Certificate Number OKP 022
1,000 shares of LSB Industries, Inc. Preferred "B" stock -
Certificate Number OKP 023
1,000 shares of LSB Industries, Inc. Preferred "B" stock -
Certificate Number OKP 024
(B) ALL PROCEEDS of the specifically described Collateral
regardless of kind, character or form (including, but not
limited to, renewals, extensions, redeposits, reissues or any
other changes in form of the rights represented thereby),
together with any stock rights, rights to subscribe,
liquidating dividends, stock 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 to Lender 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
director 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 the reverse side hereof, the
same being incorporated herein by reference.
__________________________________________________________________
RECEIPT FOR COLLATERAL SIGNATURES
__________________________________________________________________
______________________________
NAME
/s/ Jack E. Golsen
________________________________
NAME
Golsen Petroleum Corporation
The Bank of Union
______________________________ ______________________________
LENDER NAME CORPORATION OR PARTNERSHIP
NAME
/s/ John A. Shelley President
_______________________________ ___________________ __________
BY John A. Shelley TITLE BY TITLE
<PAGE>
<PAGE>
ADDITIONAL PROVISIONS
UNDERSIGNED EXPRESSLY WARRANTS, COVENANTS AND AGREES:
WARRANTIES AND COVENANTS
A. RECORDS AND INFORMATION
1. Financial Information. All loan applications, balance sheets,
earnings statements, other financial information and other
representations which have been, or may hereafter be, furnished
Lender to induce it to enter into or continue a financial
transaction with Debtor fairly represent the financial condition of
Debtor as of the date and for the period shown therein, and all
other information, reports, documents, papers and data furnished to
Lender are or shall be, at the time furnished, accurate and correct
in all material respects and complete insofar as completeness may
be necessary to give Lender a true and accurate knowledge of the
subject matter. There has been no material change in the financial
condition of Debtor since the effective date of the last furnished
financial information which has not been reported to Lender in
writing. (The provisions of this paragraph do not apply to
Pledgors who are different parties from Debtor.)
2. Furnishing of Information on Collateral. Undersigned will
furnish Lender information adequate to identify with accuracy all
Collateral in a form and substance and at all times as may be
requested by Lender. Undersigned will also upon request deliver to
Lender true copies of purchase orders, shipping and delivery
receipts and invoices evidencing and describing the Collateral.
Undersigned will execute such documents as Lender may from time to
time require to enable Lender to perfect the security interest
granted hereby and to receive proceeds of and distribution from or
interests in the Collateral.
3. Inspection and Records. Undersigned will at all times maintain
accurate books and records covering the Collateral. Lender is
hereby given the right and privilege of making such inspections of
the records as it deems necessary and of auditing or causing an
audit for verification of the books and records of the Undersigned
and relating to the Collateral at any time and from time to time.
Undersigned agrees to assist Lender in every way necessary to
facilitate such audits and verifications.
B. LIEN STATUS, INSURANCE AND ORDINARY COURSE DISPOSITION
1. Ownership Free of Encumbrances. Except for the security
interest granted hereby, Undersigned now owns or will use the
proceeds of the advances hereunder to become the owner of, the
Collateral free from any prior liens, security interests or
encumbrances, and Undersigned warrants title to and will defend the
Collateral against all claims and demands of persons claiming any
interest therein adverse to the Lender. Undersigned will not
permit any liens or security interests other than the Lender's
security interest to attach to any of the Collateral, will not
permit the Collateral to be levied upon, garnished or attached
under any legal process, or permit any other thing to be done that
may impair the value of the Collateral or the security interest
afforded hereby.
2. Sale, Lease or Disposition of Collateral Prohibited.
Undersigned shall not sell, transfer, exchange, lease, or otherwise
dispose of the Collateral or any part thereof or the Undersigned's
rights therein without first obtaining the prior written consent of
Lender. The consent of Lender may be conditioned upon any
requirements which the Lender deems to be for its protection; and,
it is understood and agreed that such consent will not be deemed to
be effective unless and until such requirements and conditions have
been fulfilled.
3. Financing Statement. No Financing Statement covering
Collateral is on file in any public office. Undersigned agrees to
join with Lender in executing one or more Financing Statements, or
other instrument of encumbrance, in form satisfactory to Lender, in
order to perfect, or to continue perfection of, the security
interest of Lender which may arise hereunder.
4. Taxes. Undersigned shall promptly pay any and all taxes,
assessments and license fees with respect to the Collateral or the
use of the Collateral.
5. Adequate Insurance. Undersigned at own expense, if required by
Lender, shall insure Collateral with companies acceptable to Lender
against such casualties and in such amounts as prudent and adequate
to protect Lender or as Lender s hall require. All insurance
policies shall be written for benefit of Undersigned and Lender as
their interests appear and such policies or certified copies
thereof evidencing same shall be furnished to Lender within ten
days of date of this agreement. All policies of insurance shall
provide for at least ten days prior written notice of cancellation
to Lender. Lender may act as attorney for Undersigned in the
procuring of insurance, in making, adjusting, and settling claims
under or cancelling such insurance and in endorsing Undersigned's
name on any drafts or checks drawn by insurers of Collateral.
EVENTS OF DEFAULT
Pledgor shall be in default under this Agreement upon the happening
of any of the following events or conditions, herein called "Events
of Default":
1. Any warranty, covenant, agreement, representation, financial
information or statement made or furnished to Lender by or in
behalf of Debtor or Pledgor to induce Lender to enter into this
Agreement, or in conjunction therewith, is violated or proves to
have been false in any material respect when made or furnished.
2. Any payment required hereunder or under any note or obligation
of Debtor or Pledgor to this Lender or to others is not made when
due or in accordance with terms of the applicable contract.
3. Debtor or Pledgor defaults in the performance of any covenant,
obligation, warranty or provision contained in any Loan Agreement
or in any other note or obligation of Debtor or Pledgor to Lender
or to others.
4. The occurrence of any event or condition which results in
acceleration of the maturity of any obligation of Debtor or Pledgor
to Lender or to others under any note, indenture, agreement or
undertaking.
5. Loss, theft, substantial damage to or destruction of
Collateral.
6. The making any levy against or seizure, garnishment or
attachment of any Collateral, the consensual encumbrance thereof,
or the sale, lease or other disposition of Collateral without the
prior written consent of Lender as required elsewhere in this
Agreement.
7. When in the judgment of Lender the Collateral becomes
unsatisfactory or insufficient in character or value, and upon
request Debtor fails to provide additional Collateral as required
by Lender.
8. Any time Lender in its sole discretion believes the prospect of
payment or performance of any liability, covenant, warranty or
obligation of Debtor or Pledgor is impaired.
9. The death, dissolution, termination of existence or insolvency
of Debtor or Pledgor, the appointment of a receiver over any part
of Debtor's property or any part of the Collateral, an assignment
for the benefit of creditors or the commencement of any proceeding
under any bankruptcy or insolvency law levied against Debtor or
Pledgor or any guarantor or surety for Debtor or Pledgor.
REMEDIES
Upon the occurrence of an Event of Default, and at any time
thereafter, Lender may at its option and without notice or demand
to Debtor or Pledgor except as otherwise provided by law, exercise
any and all rights and remedies provided by the Uniform Commercial
Code of the state in which Lender is organized and holds its
certificate of authority, as well as all other rights and remedies
possessed by Lender, including, but not limited to:
1. Declare all liabilities secured hereby immediately due and
payable, and/or proceed to enforce payment and performance of all
liabilities secured hereby.
2. Possess all books and records evidencing or pertaining to the
Collateral, and for this purpose Lender is hereby given authority
to enter into and upon any premises at which such books and records
or any part of them may be situated, and to remove them.
3. Apply that portion of the Collateral consisting of cash or cash
equivalent items such as checks, drafts, or deposited funds against
any liabilities of Debtor or Pledgor selected by Lender, and for
this purpose, Undersigned agrees that cash or equivalents will be
considered identical to cash proceeds. Lender shall have the right
immediately and without further action by it to set off against the
liabilities of Debtor secured hereby all money owned by Lender to
Debtor, whether due or not due, and Lender shall be deemed to have
exercised the right to set off and to have made a charge against
such money at the time of any acceleration upon default even though
such charges made are entered on the Lender's books subsequent
thereto.
4. Transfer any of the Collateral or evidence thereof in to its
own name or that of a nominee and receive all proceeds therefrom
and hold the same as security for the liabilities secured hereby to
Lender or apply it on or against any such liability. Lender may
also demand, collect, receipt for, settle, compromise, adjust, sue
for, foreclose, release or realize upon Collateral in its own name
or in the name of the Pledgor as Lender may determine.
5. Sell or otherwise dispose of the Collateral. Unless Collateral
is whole or part is perishable or threatens to decline speedily in
value or is of a type customarily sold on a recognized market,
Lender will give Debtor and Pledgor reasonable notice of the time
and place of any public sale or of the time after which any private
sale or other disposition is to be made. Any requirement of notice
shall be met if notice is mailed, postage prepaid, to the address
provided for herein at least ten days before sale or other
disposition or action. Lender shall be entitled to, and
Undersigned shall be liable for, all reasonable costs and
expenditures incurred in realizing on its security interest,
including without limitation, court costs, fees for replevin bonds,
storage, repossession costs, repair and preparation costs for sale,
selling costs, and reasonable attorneys' fees as set forth in any
promissory note. All such costs shall be secured by the security
interest in the Collateral covered herein.
6. Lender shall not be liable for failure to collect any account,
enforce any contract right, or for any other act or omission on the
part of Lender, its officers, agents or employees, except as the
same constitutes a lack of good faith or failure to act in a
commercially reasonable manner. Lender shall have acted in a
commercially reasonable manner if its action or non-action is
consistent with the general usage of lenders in the area of
Lender's location at the same time the action or non-action occurs,
but this standard shall not constitute disapproval of any
procedures which may be otherwise reasonable not require Lender to
take necessary steps to preserve rights against prior parties in an
instrument or chattel paper.
GENERAL
1. Expenditures of Lender. At its option and after any written
notice to Undersigned required by law, such notice Undersigned
hereby agrees is sufficient if mailed, postage prepaid, to the
address of Undersigned provided for herein at least ten days before
the commencement of the performance of the duties specified
therein, it is agreed Lender may discharge taxes, liens, security
interests or other encumbrances on Collateral and may pay for the
repair of any damage to the Collateral, for the maintenance and
preservation thereof and for insurance thereon. Undersigned shall
be liable for and agrees to pay Lender for expenditures of Lender
for taxes on Collateral, for the discharge of liens, security
interests, or other encumbrances on the Collateral, for the repair
of any damage to Collateral, and for all costs, attorneys' fees or
other disbursements of Lender in connection with the foregoing.
Undersigned agrees promptly to reimburse Lender for all such
expenditures and until such reimbursement the amounts of such
expenditures shall be considered a liability of Undersigned to
Lender which is secured by this Agreement. In addition,
Undersigned shall be liable for and agrees to pay Lender for all
costs, attorneys' fees and other disbursements by Lender as allowed
by law or provided for herein in the enforcement or collection of
any note, warranty or duty of Undersigned to Lender, or in the
realization upon or the enforcement or collection of any account,
receivable, contract right, promissory note, chattel paper,
instrument, document or other Collateral in which Lender has a
security interest. Undersigned agrees promptly to reimburse Lender
for all such expenditures, and until such reimbursement the amounts
of such expenditures shall be considered a liability of Undersigned
to Lender which is secured by this Agreement.
2. Right of Offset. Any property, tangible or intangible of
Undersigned in possession of Lender at any time during the term
hereof, or any indebtedness due from Lender to Undersigned and any
deposit or credit balances due from Lender to Undersigned, or any
of the foregoing of any party hereto, is pledged to secure payment
hereof and may at any time while the whole or any part of
Undersigned's indebtedness to Lender remains unpaid, whether before
or after maturity thereof, be appropriated, held or applied toward
payment of any obligation of Undersigned to Lender.
3. Applicable Law. The law of the jurisdiction where Lender is
organized or holds its certificate of authority the Undersigned who
was entitled thereto shall control this Agreement.
4. Waivers. No act, delay or omission, including Lender's waiver
of remedy because of any default hereunder, shall constitute a
waiver of any of Lender's rights and remedies under this Agreement
or any other agreement between the parties. All rights and
remedies of Lender are cumulative and may be exercised singularly
or concurrently, and the exercise of any one or more remedy will
not be a waiver of any other. No waiver, change, modification or
discharge of any of Lender's rights or of Undersigned's duties as
so specified or allowed will be effective unless in writing and
signed by a duly authorized officer of Lender, and any such waiver
will not be a bar to the exercise of any right or remedy or any
subsequent default. Undersigned hereby waives: (a) all demands and
notices of any action taken by Lender under the Agreement or any
other agreement between the parties or in connection with any
notes; (b) an indulgence of Lender; and (c) any substitution for,
exchange of, or release of all or any part of the Collateral or of
other Collateral securing obligations of Debtor to Lender.
Undersigned also consents to the addition or release of any person
liable on any obligation of Debtor or Undersigned to Lender.
5. Agreement Binding on Assigns. This agreement shall inure to
the benefit of the successors and assigns of Lender and shall be
binding upon the heirs, executors, administrators, successors and
assigns of Undersigned.
6. Rights of Lender Assignable. Lender at any time and at its
option may pledge, transfer or assign its rights under this
Agreement in whole or in part, and any pledgee, transferee, or
assignee shall have all the rights of Lender to the rights or parts
thereof so pledged, transferred or assigned. The rights of the
Undersigned hereunder may not be assigned.
7. Joint and Several Responsibility of Pledgor. If more than one
Undersigned executes the Agreement, their responsibility hereunder
shall be joint and several and the reference to undersigned herein
shall be deemed to refer to each Undersigned signing this
Agreement.
8. Separability of Provisions. If any provision of this Agreement
shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.
9. Copies. A carbon, photographic, or other reproduction of this
Security Agreement or of any financing statement prepaid or filed
with respect hereto is sufficient as a financing statement.
10. Notice of Name Change, etc. Undersigned will immediately
notify Lender of any change in his, her, its or their name,
identity, or organizational or corporate structure.
