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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
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)
April 7, 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).
(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 2,787,406
Beneficially
Owned by Each (9) Sole Dispositive 284,361
Reporting Person Power
With:
(10) Shared Dispositive 2,787,406
Power
(11) Aggregate Amount Beneficially 3,071,767
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 22.2%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Sylvia H. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 2,787,406
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 2,787,406
Power
(11) Aggregate Amount Beneficially 2,787,406
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 20.5%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Golsen Petroleum
S.S. or I.R.S. Identification Corporation
Nos. of Above Persons 73-079-8005
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- PF
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 1,618,422
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 1,618,422
Power
(11) Aggregate Amount Beneficially 1,618,422
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 11.9%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
(1) Names of Reporting Persons, Barry H. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 252,526
Number of Shares (8) Shared Voting Power 1,781,822
Beneficially
Owned by Each (9) Sole Dispositive 252,526
Reporting Person Power
With:
(10) Shared Dispositive 1,781,822
Power
(11) Aggregate Amount Beneficially 2,034,348
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 14.9%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Steven J. Golsen
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 212,897
Number of Shares (8) Shared Voting Power 1,674,330
Beneficially
Owned by Each (9) Sole Dispositive 212,897
Reporting Person Power
With:
(10) Shared Dispositive 1,674,330
Power
(11) Aggregate Amount Beneficially 1,887,227
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 13.8%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, Linda Golsen Rappaport
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 82,552
Number of Shares (8) Shared Voting Power 1,781,882
Beneficially
Owned by Each (9) Sole Dispositive 82,552
Reporting Person Power
With:
(10) Shared Dispositive 1,781,882
Power
(11) Aggregate Amount Beneficially 1,864,434
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 13.7%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
This statement constitutes Amendment No. 21 to the Schedule 13D
dated October 7, 1985, as amended (the "Schedule 13D"), relating to the common
stock, par value $.10 a share ("Common Stock") of LSB Industries, Inc. (the
"Company"). All terms not otherwise defined herein shall have the meanings
ascribed in the Schedule 13D.
This Schedule 13D is reporting matters with respect to the
group consisting of Jack E. Golsen, Sylvia H. Golsen, Golsen Petroleum Corpor-
ation ("GPC"), Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport.
This Amendment No. 21 to the Schedule 13D is being filed as a
result of a change in the facts contained in Amendment 20 to the Schedule 13D,
which change may be considered a material change in the facts set forth in
Amendment 19 to the Schedule 13D. The change is due to the following:
(i) Each of Jack E. Golsen, Barry H. Golsen, and Steven J. Golsen,
obtaining the right to acquire within 60 days an additional
15,000, 3,000, and 3,000 shares, respectively, of Common Stock
under certain Incentive Stock Options of the Company granted to
these individuals.
(ii) On December 28, 1994, Sylvia H. Golsen made a bona fide gift of
(i) 3,000 shares each to the separate trusts each established
for the benefit of one of Barry H. Golsen, Steven J. Golsen,
and Linda G. Rappaport, and (ii) an aggregate of 24,000 shares
to other individuals and trusts who are not reporting persons.
(iii) On April 7, 1995, a certain nonqualified stock option
previously granted to Jack E. Golsen (the "NQSO") and under
which Jack E. Golsen had the right to acquire 165,000 shares of
Common Stock, was amended to provide a new vesting schedule.
Pursuant to the new vesting schedule contained in the amended
NQSO, Jack E. Golsen has the right to acquire 33,000 shares of
Common Stock under the amended NQSO within 60 days, an
additional 33,000 on each of June 1, 1996, and June 1, 1997,
and the remaining 66,000 on June 1, 1998.
(iv) On March 23 and 24, 1995, GPC purchased an aggregate 10,000
shares of the Company's $3.25 Convertible Exchangeable Class C
Preferred Stock, Series 2 ("Class C Preferred Stock"), at a
purchase price of $32.50 per share. Each share of Class C
Preferred Stock is convertible, at the option of the holder,
into 4.329 shares of Common Stock at an exercise price of
$11.55 per share.
(v) In addition to the above, reference is made to Item 5(c) of
this Amendment No. 21 for a discussion as to other transactions
in the Company's Common Stock that were effected by certain
reporting persons during the past sixty (60) days from the date
of this Amendment No. 21.
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 December 28, 1994, Sylvia H. Golsen made a bona fide gift of
(i) 3,000 shares to three separate trusts, each established for
the benefit of one of Barry H. Golsen, Steven J. Golsen, and
Linda G. Rappaport, and (ii) an aggregate of 24,000 shares to
other individuals and trusts who are not reporting persons.
On March 23 and 24, 1995, GPC purchased an aggregate 10,000
shares of the Company's $3.25 Convertible Exchangeable Class
"C" Preferred Stock, Series 2, at a purchase price of $32.50
per share, for an aggregate purchase price of $325,000.00, (i)
utilizing margin accounts held by GPC and Jack E. Golsen at
National Financial Services Corporation, and (ii) $125,000.00
of GPC's own funds.
In addition to the above, reference is made to Item 5(c) of
this Amendment No. 21 for a discussion as to other transactions
in the Company's Common Stock that were affected by certain
reporting persons during the past 60 days from the date of this
Amendment No. 21.
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 3,071,767(1)(2)(6) 22.2%
Sylvia H. Golsen 2,787,406(1)(6)(7) 20.5%
GPC 1,618,422(1) 11.9%
Barry H. Golsen 2,034,408(1)(3)(6) 14.9%
Steven J. Golsen 1,887,227(1)(4)(6) 13.8%
Linda Golsen Rappaport 1,864,434(1)(5)(6) 13.7%
____________________
(1) The amount shown includes 1,618,422 shares of Common Stock
beneficially owned by GPC, which includes (i) 533,333 shares
that GPC has the right to acquire upon the conversion of 16,000
shares of the Company's Series B 12% Cumulative Convertible
Preferred Stock ("Series B Preferred Stock") owned of record by
GPC, with each share of Series B Preferred Stock being
convertible into 33.3333 shares of Common Stock, and (ii)
43,290 shares that GPC has the right to acquire upon conversion
of 10,000 shares of $3.25 Convertible Exchangeable Class C
Preferred Stock, Series 2 ("Class C Preferred Stock") owned of
record by GPC, with each share of Class C Preferred Stock being
convertible into 4.329 shares of Common Stock. The relation-
ship between Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen,
Steven J. Golsen, Linda Golsen Rappaport and GPC is described
in more detail in paragraph (b) of this Item 5.
(2) The amount shown includes (a) 4,000 shares of Common Stock upon
conversion of a promissory note, (b) 133,333 shares of Common
Stock upon the conversion of 4,000 shares of the Series B
Preferred Stock owned of record by J. Golsen, (c) 1,168,984
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) 17,000 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) 17,000 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 113,260 shares of Common
Stock that Mrs. Rappaport's husband owns and 17,000 shares
which Mr. Rappaport may acquire upon exercise of incentive
stock options of the Company, all of which Mrs. Rappaport
disclaims beneficial ownership. The amount shown does not
include 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 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) 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) 2,787,406(2)(3)
Sylvia H. Golsen None 2,787,406(2)(11)
GPC None 1,618,422(4)
Barry H. Golsen 252,526(5)(6) 1,781,822(2)(7)
Steven J. Golsen 212,897(5)(8) 1,674,330(2)(9)
Linda Golsen Rappaport 82,552(5) 1,781,882(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) of (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 (1) of (a) of this Item 5.
(5) See Footnote (6) under paragraph (a) of this Item 5.
(6) The amount shown includes 17,000 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 17,000 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.
GPC 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). Barry H. Golsen, Steven
J. Golsen and Linda Golsen Rappaport are the children of Jack E. Golsen
and Sylvia H. Golsen. The directors and executive officers of GPC are
Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen and
Linda Golsen Rappaport.
(c) During the past sixty (60) days from the date of this
Amendment, the following transactions were effected in the Common Stock
by a reporting person named in response to Paragraph (a) of this Item 5:
Each of Jack E. Golsen, Barry H. Golsen, and Steven J.
Golsen, obtained the right to acquire within 60 days an
additional 15,000, 3,000, and 3,000 shares, respectively, of
Common Stock under certain Incentive Stock Options of the
Company granted to these individuals.
On December 28, 1994, Sylvia H. Golsen made a bona fide gift
of (i) 3,000 shares each to the three trusts each established
for the benefit of one of Barry H. Golsen, Steven J. Golsen,
and Linda G. Rappaport, and (ii) an aggregate of 24,000 shares
to other individuals and trusts who are not reporting persons.
On April 7, 1995, a certain nonqualified stock option
previously granted to Jack E. Golsen (the "NQSO") and under
which Jack E. Golsen previously had the right to immediately
acquire 165,000 shares of Common Stock, was amended to provide
a new vesting schedule. Pursuant to the new vesting schedule
contained in the amended NQSO, the amended NQSO covering
165,000 shares vests and becomes exercisable as to 20% on June
1, 1995, an additional 20% on each of June 1, 1996, and June 1,
1997, and the remaining 40% on June 1, 1998. As of the date of
this Amendment No. 21, Jack E. Golsen has the right to acquire
within 60 days 20% or 33,000 shares under the amended NQSO.
On March 23 and 24, 1995, GPC purchased an aggregate 10,000
shares of the Company's $3.25 Convertible Exchangeable Class
"C" Preferred Stock, Series 2, at a purchase price of $32.50
per share, for an aggregate purchase price of $325,000.00, (i)
utilizing margin accounts held by GPC and Jack E. Golsen at
National Financial Services Corporation, and (ii) $125,000.00
of GPC's own funds.
Under the Customer's Agreement with Stifel, Nicolaus &
Company, Incorporated ("Stifel"), dated March 29, 1995, Sylvia
H. Golsen has granted Stifel a security interest in 200,000
shares of Common Stock. Under the Customer's Agreement, Stifel
may lend and repledge all such securities, from time to time,
and in the event the margin account may not meet Stifel's
requirements and Sylvia H. Golsen does not otherwise satisfy
such requirements, Stifel may close out the margin account by
selling such shares.
On December 5, 1994, Sylvia H. Golsen pledged 130,000 shares
of Common Stock owned by her to CityBank & Trust Company,
Oklahoma City, Oklahoma, to secure repayment of a certain loan
made to GPC on such date. In addition to standard default and
similar provisions contained in the Commercial Pledge
Agreement, CityBank retains the right to collect income paid in
connection with the collateral (including dividends) prior to a
default.
(d) See Item 6, below.
(e) Not applicable.
Item 6. Contracts, Agreements, Underwritings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is unchanged except as amended
hereunder:
Under the Customer's Agreement with Stifel, Nicolaus & Company,
Incorporated ("Stifel"), dated March 29, 1995, Sylvia H. Golsen has
granted Stifel a security interest in 200,000 shares of Common Stock.
Under the Customer's Agreement, Stifel may lend and repledge all such
securities, from time to time, and in the event the margin account may
not meet Stifel's requirements and Sylvia H. Golsen does not otherwise
satisfy such requirements, Stifel may close out the margin account by
selling such shares.
On December 5, 1994, Sylvia H. Golsen pledged 130,000 shares of
Common Stock owned by her to CityBank & Trust Company, Oklahoma City,
Oklahoma, to secure repayment of a certain loan made to GPC on such
date. In addition to standard default and similar provisions contained
in the Commercial Pledge Agreement, CityBank retains the right to
collect income paid in connection with the collateral (including
dividends) prior to a default.
On April 7, 1995, a certain nonqualified stock option
previously granted to Jack E. Golsen (the "NQSO") and under which Jack
E. Golsen previously had the right to immediately acquire 165,000 shares
of Common Stock, was amended to provide a new vesting schedule.
Pursuant to the new vesting schedule contained in the amended NQSO, the
amended NQSO covering 165,000 shares vests and becomes exercisable as to
20% on June 1, 1995, an additional 20% on each of June 1, 1996, and
June 1, 1997, and the remaining 40% on June 1, 1998. As of the date of
this Amendment No. 21, Jack E. Golsen has the right to acquire within 60
days 20% or 33,000 shares under the amended NQSO.
Under the Margin Account Agreement with National Financial
Services Corporation ("NFSC"), dated September 9, 1994, GPC has granted
NFSC a security interest in 60,600 shares of Common Stock. Under the
Margin Account Agreement, NFSC may lend and repledge all such
securities, from time to time, in the event the margin account may not
meet NFSC's requirements and GPC does not otherwise satisfy such
requirements, NFSC may close out the margin account by selling such
shares. Jack E. Golsen has granted NFSC a security interest in 60,000
shares of Common Stock, under a Margin Account Agreement with NFSC,
dated September 9, 1995, providing substantially the same terms and
conditions as set forth above.
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 August 23, 1994, between CityBank &
Trust and Jack E. Golsen is filed as Exhibit 11 to Amendment No. 20 and
is incorporated herein by reference.
12. Commercial Pledge Agreement, dated December 5, 1994, between CityBank &
Trust and Sylvia H. Golsen.
13. Customer's Agreement between Sylvia H. Golsen and Stifel, Nicolaus &
Company, Incorporated, dated March 29, 1995.
14. First Amendment to Non-Qualified Stock Option Agreement, dated March 2,
1994, and Second Amendment to Stock Option Agreement, dated April 3,
1995, each between the Company and Jack E. Golsen.
15. Margin Account Agreement, dated September 9, 1994, between National
Financial Services Corporation ("NFSC") and Golsen Petroleum
Corporation. 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.
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: April 12, 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
sec\13d\49513d.wpe
COMMERCIAL PLEDGE AGREEMENT Exhibit 12
Principal Loan Date Maturity Loan No. Call
$292,500.00 12-05-1994 03-04-1998 40549 220
Collateral Account Officer Initials
20,30 32025 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: GOLSEN PETROLEUM Lender: CITYBANK & TRUST
CORPORATION 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 73101-0705
THIS COMMERCIAL PLEDGE AGREEMENT is entered into among GOLSEN PETROLEUM
CORPORATION (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 GOLSEN PETROLEUM
CORPORATION.
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. common stock,
Certificate # OKS 3971 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3972 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3973 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3974 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3975 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3976 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3977 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3978 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3990 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3991 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3992 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3993 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
10,000.000 shares of LSB INDUSTRIES, INC. common stock,
Certificate # OKS 3994 issued in the name of Sylvia H. Golsen,
Cusip 502160 10 4
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 December
5, 1994, in the principal amount of $292,500.00 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.
Insolvency. 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.
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:
GOLSEN PETROLEUM CORPORATION
By /s/ Jack E. Golsen
____________________________
JACK E. GOLSEN, President
GRANTOR:
X /s/ Sylvia H. Golsen
_____________________________
SYLVIA H. GOLSEN
_________________________________________________________________
_________________________________________________________________
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.19 (c) 1994 CFI ProServices, Inc.
All rights reserved. [OK-E60 GOLSENPC.LN]
sec\13d\49513dx2.wpe
Name of Account Sylvia H. Golsen Exhibit 13
____________________ A.E. Account No.
_____________________
To: STIFEL, NICOLAUS & COMPANY, INCORPORATED
(Hereinafter referred to as "You" or "Your")
In consideration of your accepting or continuing one or more accounts of
the undersigned (whether designated by name, number or otherwise) and your
agreeing to act as brokers for the undersigned in respect to all accounts, the
purchase or sale of securities or commodities or put and/or call options and
whether upon margin or otherwise in which the undersigned now has or may at
any future time have with you or your successor, including accounts from time
to time closed and reopened, the undersigned agrees as follows:
1. All transactions under this agreement shall be subject to the
constitution, rules, regulations, customs and usages of the exchange or
market, and its clearing house, if any, where the transactions are executed by
you or your agents and, where applicable, to the provisions of the Securities
Exchange Act of 1934, the Commodities Exchange Act, and present and future
acts amendatory thereof, and supplemental thereto, and the rules and
regulations of the United States Securities and Exchange Commission, the Board
of Governors of the Federal Reserve System and of the Commodity Futures
Trading Commission.
2. Whenever any statute shall be enacted which shall affect in any
manner or be inconsistent with any of the provisions hereof, or whenever any
rule or regulation shall be prescribed or promulgated by the New York Stock
Exchange, Inc., the National Association of Securities, Dealers, Inc., the
United States Securities and Exchange Commission, the Board of Governors of
the Federal Reserve System, and/or the Commodity Futures Trading Commission or
such other securities, commodities, or option exchange or market as shall have
jurisdiction in the premises which shall affect in any manner or be
inconsistent with any of the provisions hereof, the provisions of this
agreement so affected shall be deemed modified or superseded, as the case may
be, by such statute, rule or regulation, and all other provisions of the
agreement and the provisions as so modified or superseded, shall in all
respects continue to be in full force and effect.
3. Except as herein otherwise expressly provided, no provision of
this agreement shall in any respect be waived, altered, modified or amended
unless such waiver, alteration, modification or amendment be committed to
writing and signed by the Compliance Director or Treasurer of your
organization.
4. All monies, securities, commodities or other property which you
may at any time be carrying for the undersigned (either individually or
jointly with others) or which may at any time be in your possession for any
purpose, including safekeeping, shall be subject to a general lien for the
discharge of all obligations of the undersigned to you, irrespective of
whether or not you have made advances in connection with such securities,
commodities or other property, and irrespective of the number of accounts the
undersigned may have with you, with the right (where permitted by law) on your
part to transfer money or securities from any of my accounts (except from
Regulated Commodity Accounts) to another when in your judgment such transfer
may be necessary.
5. All securities and commodities or any other property, now or
hereafter held by you, or carried by you for the undersigned (either
individually or jointly with others) or deposited to secure the same, may from
time to time and without notice to me, be carried to your general loans and
may be pledged, repledged, hypothecated or re-hypothecated, separately or in
common with other securities and commodities or any other property, for the
sum due to you thereon or for a greater sum as permitted by regulation, and
without retaining in your possession and control for delivery a like amount of
similar securities or commodities.
6. Interest on debit balances shall be charged in accordance with
your interest computation schedules provided under Rule 10b-16 of the
Securities Exchange Act of 1934. All monies which the undersigned owes to you
at any time shall be repayable to you at your principal office in the City of
St. Louis. You may also charge my account with such usual and customary
charges as you may make to cover your services and facilities. The
undersigned agrees to pay you upon demand the reasonable costs and expenses of
collection of the debit balance and any unpaid deficiency in the accounts of
the undersigned (either individually or jointly with others) with you,
including, but not limited to attorney's fees, incurred and payable or paid by
you.
DISCLOSURES REGARDING LIQUIDATIONS AND COVERING POSITIONS
The customer should clearly understand that, notwithstanding a general policy
of giving customers notice of a margin deficiency, the broker is not obligated
to request additional margin from the customer in the event the customer's
account falls below minimum maintenance requirements. More importantly, there
will be circumstances where the broker will liquidate securities and/or other
property in the account without notice to the customer to ensure that minimum
maintenance requirements are satisfied.
7. You shall have the right, in accordance with your general
policies regarding margin maintenance requirements, to require additional
collateral or the liquidation of any securities and other property whenever,
in your discretion, you consider it necessary for your protection including,
but not limited to, the following events: the failure of the undersigned to
promptly meet any call for additional collateral; the filing of a petition in
bankruptcy by or against the undersigned; the levying of an attachment against
any account of the undersigned or in which the undersigned has an interest
or; the death of the undersigned. In such event, you are authorized to sell
any and all securities and other property in any account of the undersigned,
whether carried individually or jointly with others, to buy all securities or
other property which may be short in such account(s), to cancel any open
orders and to close any or all outstanding contracts, all without demand for
margin or additional margin, other notice of sale or purchase, or other notice
or advertisement each of which is expressly waived by the undersigned. Any
such sales or purchases may be made at your discretion on any exchange or
other market where such business is usually transacted or at public auction or
private sale, and you may be the purchaser for your own account. It is
understood that a prior demand, or call, or prior notice of the time and place
of such sale or purchase shall not be considered a waiver of your right to
sell or buy without demand or notice as herein provided.
8. The undersigned will at all times maintain margins for said
accounts, as required by you from time to time. No arrangement conflicting
with your usual requirements for margin shall be binding upon you or have any
effect unless expressly agreed to in writing and signed by your Compliance
Director or Treasurer.
9. The undersigned undertakes, at any time upon demand, to
discharge obligations of the undersigned to you or, in the event of a closing
of any account of the undersigned in whole or in part, to pay you the
deficiency, if any and no oral agreement or instructions to the contrary shall
be recognized or enforceable.
10. In case of the sale of any security, commodity, or other
property by you at the direction of the undersigned and your inability to
deliver the same to the purchaser by reason of failure of the undersigned to
supply you therewith, then and in such event, the undersigned authorizes you
to borrow any security, commodity, or other property necessary to make
delivery thereof, and the undersigned hereby agrees to be responsible for any
loss which you may sustain thereby and any premiums which you may be required
to pay thereon , and for any loss which you may sustain by reason of your
inability to borrow the security, commodity, or other property sold.
11. The undersigned understands and agrees that any order to sell
"short" will be designated as such by the undersigned and hereby authorizes
you to mark such order as being "short". All other sell orders will be for
securities owned ("long"), at that time, by the undersigned and by placing the
order the undersigned affirms that he will deliver the securities on or before
the settlement date.
12. In all transactions between you and the undersigned, the
undersigned understands that you are acting as the brokers for the
undersigned, except when you disclose to the undersigned, in writing at or
before the completion of a particular transaction, that you are acting, with
respect to such transaction, as dealers for your own account or as brokers for
some other person.
13. Reports of the execution of orders and statements of the
accounts of the undersigned shall be conclusive if not objected to in writing,
the former within two days, and the latter within ten days, after forwarding
by you to the undersigned by mail or otherwise.
14. Communications may be sent to the undersigned at the address
given by the undersigned upon opening an account, or at such other address as
the undersigned may hereafter give you in writing, and all communications so
sent, whether by mail, telegraph, messenger or otherwise, shall be deemed
given to the undersigned personally, whether actually received or not.
15. You will not be responsible for delays in the transmission of
orders due to breakdown or failure of transmission or communication facilities
or to any other cause or causes beyond your reasonable control or
anticipation.
16. You are authorized to hold securities of the undersigned in
your name on behalf of the undersigned's account ("in street name"), and the
undersigned understands and agrees that this arrangement is a service to the
undersigned and does not establish a fiduciary relationship. The undersigned
holds you free and harmless for any and all failure to notify the undersigned
of any information and/or notices brought to your attention as nominee.
17. The undersigned understands that under Rule 14b-1(c) of the
Securities Exchange Act, you are required to disclose to an issuer the name,
address, and securities position of your customers who are beneficial owners
of that issuer's securities, unless the customer objects, and so the
undersigned (either individually or jointly with others) hereby does not
object to your disclosure of such information, unless the undersigned has
otherwise objected to the same in writing.
18. Until you receive written notice of revocation from the
undersigned, you are hereby authorized to lend, to yourselves as brokers or to
others, any securities held by you on margin for the account of, or under the
control of, the undersigned.
19. This agreement and its enforcement shall be governed by the
laws of the State of Missouri and its provisions shall be continuous; shall
cover individually and collectively all accounts which the undersigned may
open or re-open with you, and shall inure to the benefit of your present
organization, and any successor organization, irrespective of any change or
changes at any time in the personnel thereof, for any cause whatsoever, and of
the assigns of your present organization or any successor organization, and
shall be binding upon the undersigned, and/or the estate, executors,
administrators and assigns of the undersigned. The invalidity, illegality or
unenforceability of any particular provision of this agreement shall not
affect the other provisions hereof, and this agreement shall be construed in
all respects as if such invalid, illegal or unenforceable provisions were
omitted.
20. The undersigned, if an individual, represents that the
undersigned is of legal age, and represents that the undersigned is not an
employee of any exchange, or of any corporation of which any exchange owns a
majority of the capital stock, or of a member of any exchange, or of a member
firm or member corporation registered on any exchange, or of a bank, trust
company, insurance company or of any corporation, firm or individual engaged
in the business of dealing, either as broker or as principal, in securities,
bills of exchange, acceptances or other forms of commercial paper, and that
the undersigned will promptly notify you if the undersigned becomes so
employed. The undersigned further represents that no one except the
undersigned has an interest in the account or accounts of the undersigned with
you.
ARBITRATION DISCLOSURES
(X) Arbitration is final and binding on the parties.
(X) The parties are waiving their right to seek remedies in court,
including the right to jury trial.
(X) Pre-arbitration discovery is generally more limited than and
different from court proceedings.
(X) The arbitrators' award is not required to include factual
findings or legal reasoning and any party's right to appeal or
to seek modification of rulings by the arbitrators is strictly
limited.
(X) The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.
21. Arbitration: The undersigned agrees, and by carrying an
account for the undersigned you agree that all controversies which may arise
between us concerning any transaction or the construction, performance, or
breach of this or any other agreement between us, whether entered into prior,
on or subsequent to the date hereof, shall be determined by arbitration. Any
arbitration under this agreement shall be determined pursuant to the
arbitration laws of the State of Missouri, before the New York Stock Exchange,
Inc. or arbitration facility provided by any other exchange of which you are a
member or the National Association of Securities Dealers, Inc. and in
accordance with its rules then obtaining. The undersigned may elect in the
first instance whether arbitration shall be by the New York Stock Exchange
Inc. or other exchange or market facility of which you are a member or the
National Association of Securities Dealers, Inc., but if the undersigned fails
to make such election, by registered letter or telegram addressed to you at
your main office, before the expiration of five days after receipt of a
written request from you to make such election, then you may make such
election. The award of the arbitrators, or of the majority of them, shall be
final, and judgment upon the award rendered may be entered in any court, state
or federal, having jurisdiction. No person shall bring a putative or
certified class action to arbitration, nor seek to enforce any pre-dispute
arbitration agreement against any person who has initiated in court a putative
class action; or who is a member of a putative class who has not opted out of
the class with respect to any claims encompassed by the putative class action
until: (i) the class certification is denied; or (ii) the class is
decertified; or (iii) the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a
waiver of any rights under this agreement except to the extent stated herein.
22. This instrument sets forth the entire agreement with respect to
any and all of the accounts of the undersigned with you, and supersedes any
and all prior and/or contemporaneous agreements as well as all other
agreements which exist between the undersigned and you to the extent that
there is any conflict in those instruments.
BY SIGNING THIS AGREEMENT THE UNDERSIGNED ACKNOWLEDGES THAT:
1. The securities in the margin account of the undersigned may be
loaned to you or loaned out to others and;
2. The undersigned has received a copy of this agreement.
( ) THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE
AT PARAGRAPH 21 ON THIS PAGE.
DATE March 29, 1995
____________________________ X _____________________________
SIGNATURE OF CUSTOMER
ADDRESS P. O. Box 705 /s/ Sylvia H. Golsen
________________________ _____________________________
(IF THIS IS A JOINT ACCOUNT,
ALL PERSONS MUST SIGN)
Oklahoma City, OK 73101-0705 /p/ Sylvia H. Golsen
______________________________ ____________________________
(CITY) (STATE) (PLEASE PRINT NAME)
WHITE COPY - ST. LOUIS FILE COPY YELLOW COPY - CUSTOMER COPY
AS 103 REV. 8/93
SN-579
sec\13d\49513dx3.wpe
Exhibit 14
EXTENSION OF NON-QUALIFIED STOCK OPTION AGREEMENT
BETWEEN LSB INDUSTRIES, INC. AND JACK E. GOLSEN
_________________________________________________
Pursuant to the authorization of the LSB Industries, Inc. Board of
Directors at a meeting held on February 10, 1994, the Non-Qualified Stock
Option Agreement originally made the 1st day of June 1989 between LSB
Industries, Inc. and Jack E. Golsen (the "Agreement") is hereby amended as set
forth below. This amendment shall be effective immediately upon execution by
the parties.
1. The last sentence of Section 1. of the Agreement is amended to read:
The Board of Directors of the Company originally adopted and
granted this option on June 1, 1989 and extends this option on February
10, 1994 for an additional five (5) year period beginning on June 1,
1994 and terminating on June 1, 1999.
2. Section 3. of the Agreement is amended to read:
Grant of Option and Option Price. Subject to the terms and conditions
hereof, the Company hereby grants to Optionee as of the close of
business on the first day of June, 1989 through June 1, 1994 and the
Company hereby extends the option effective June 1, 1994 through June 1,
1999, the right, privilege and option to purchase 165,000 shares of the
Company's common stock, par value $.10, at an option price of $2.6256
shares.
3. Section 6.(b) is hereby amended to read as follows:
(b) on June 1, 1999.
Except as amended hereby the terms and conditions of the Agreement,
attached hereto as Exhibit 1, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be executed this 2nd day of March, 1994.
LSB Industries, Inc.
By: /s/ Tony M. Shelby
________________________________
Tony M. Shelby
Senior Vice President
Attest:
/s/David Shear
____________________________
Secretary
"OPTIONEE"
/s/ Jack E. Golsen
___________________________________
Jack E. Golsen
AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT
BETWEEN LSB INDUSTRIES, INC. AND JACK E. GOLSEN
____________________________________________________
Pursuant to the authorization of the LSB Industries, Inc. ("LSB") Board
of Directors, as set forth in a unanimous consent by the Board of Directors of
LSB dated April 3, 1995, the Non-Qualified Stock Option Agreement originally
made the 1st day of June, 1989 between LSB Industries, Inc. and Jack E. Golsen
(the "Agreement") is hereby amended as set forth below. This amendment shall
be effective immediately upon execution by the parties.
1. Section 4. of the Agreement is amended to read:
Time of Exercise of Option.
(a) If this Option Agreement has not been terminated
pursuant to Section 6 hereof, subject to the terms and conditions
contained herein, the option herein granted may be exercised by Optionee,
in whole or in part, in the following manner during a four (4) year period
commencing on June 1, 1995, unless waived by the Board of Directors of the
Company or a Committee thereof: For three (3) calendar years,
commencing on June 1, 1995, there shall be a limit on the number of
shares covered by this Option that may be exercised, in whole or in part, by
the Optionee in a calendar year to Thirty Three Thousand (33,000) shares or
twenty percent (20%) of the total number of option shares and for the
fourth (4th) calendar year, commencing on June 1, 1998, the number of
shares that may be exercised, in whole or in part, by the Optionee
shall be Sixty-Six Thousand (66,000) shares or forty percent (40%) of the
total number of option shares; provided however, that the right to exercise
the option shall be cumulative.
(b) Upon the death of Optionee or a change in control of the
Company, this Option shall become immediately exercisable in full,
notwithstanding the four (4) year vesting schedule provided herein. A
"change in control" shall be deemed to have occurred upon any of the
following events: (i) consummation of any of the following transactions:
any merger, recapitalization, or other business combination of the
Company pursuant to which the Company is the non-surviving corporation,
unless the majority of the holders of Common Stock immediately prior to
such transaction will own at least fifty percent (50%) of the total voting
power of the then outstanding securities of the surviving corporation
immediately after such transaction; (ii) a transaction in which any
person, corporation or other entity (A) shall purchase any Common Stock
pursuant to a tender offer or exchange offer, without the prior consent
of the Board of Directors or (B) shall become the "beneficial owner" (as
such term is defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended) of securities of the Company representing fifty percent
(50%) or more of the total voting power of the then outstanding securities
of the Company; or (iii) if, during any period of two (2) consecutive
years, individuals who, at the beginning of such period, constituted
the entire Board of Directors and any new director whose election by
the Board of Directors, or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election by the
stockholders was previously so approved, cease for any reason to constitute a
majority thereof.
(c) The Board of Directors may, in its sole discretion,
accelerate the vesting of all or any part of this Option and/or waive
any limitations or restrictions, if any, for all or any part of this
Option.
Except as amended hereby the terms and conditions of the Agreement and
amendments thereto, attached hereto as Exhibit 1, shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be executed this 7th day of April, 1995.
LSB Industries, Inc.
By: /s/ Tony M. Shelby
_______________________
Tony M. Shelby
Senior Vice President
Attest:
/s/ David Shear
________________________
Secretary
"OPTIONEE"
/s/ Jack E. Golsen
______________________________
Jack E. Golsen
sec\13d\49513dx4.wpe
MARGIN ACCOUNT AGREEMENT Exhibit 15
National Financial Services Corporation ("NFSC" or "you").
1. I agree as follows with respect to all of my accounts in which I
have an interest alone or with others, which I have opened or will open in the
future, with you for the purchase and sale of securities. I hereby acknowledge
that I have read, understand and agree to the terms set forth below. Upon
acceptance of my application(s), I understand NFSC will maintain an account
for me and, as my broker, buy or sell securities and other products according
to my instructions. All decisions relating to my investment or trading
activity shall be made by me or my duly authorized representative. Any
information I give NFSC on this account agreement will be subject to
verification, and I authorize you to obtain a credit report about me at any
time. Upon written request, NFSC will provide the name and address of the
credit reporting agency used. I authorize NFSC, and my Broker/Dealer to
exchange credit information about me. My Broker/Dealer also may tape record
conversations with me in order to verify data concerning any transactions I
request, and I consent to such recording. I also understand that my account(s)
is carried by National Financial Services Corporation (NFSC), and that all
terms of this agreement also apply between me and NFSC. I have carefully
examined financial resources, investment objectives, tolerance for risk along
with the terms of the margin agreement, and have determined that margin
financing is appropriate for me. I understand that investing on margin
involves the extension of credit to me and that my financial exposure could
exceed the value of my securities.
2. I am of legal age in the state in which I reside and represent
that, except as otherwise disclosed to you in writing, I am not an employee of
any Exchange or of a Member Firm of any Exchange or the NASD, or of a bank,
trust company, or insurance company and that I will promptly notify you if I
become so employed.
3. All transactions through NFSC are subject to the constitution,
rules, regulations, customs, and usages of the exchange, market or clearing
house where executed, as well as to any applicable federal or state laws,
rules and regulations.
4. Any and all credit balances, securities, or contracts relating
thereto, and all other property of whatsoever kind belonging to me or in which
I may have an interest held by you or carried for my accounts will be subject
to a general lien for the discharge of my obligations to you (including
unmatured and contingent obligations) however arising and without regard to
whether or not you have made advances with respect to such property and
without notice to me may be carried in your general loans and all securities
may be pledged, repledged, hypothecated or rehypothecated, separately or in
common with other securities and any other property, for the sum due to you
thereon or for a greater sum and without retaining in your possession and
control for delivery a like amount of similar securities or other property.
At any time and from time to time you may, in your discretion, without notice
to me, apply and/or transfer any securities, contracts relating thereto, cash
or any other property therein, interchangeably between any of my accounts,
whether individual or joint from any of my accounts to any account guaranteed
by me. You are specifically authorized to transfer to my cash account, on the
settlement day following a purchase made in that account, excess funds
available in any of my other accounts, including but not limited to any free
balances in any margin account, sufficient to make full payment of this cash
purchase. I agree that any debt occurring in any of my accounts may be
transferred by you at your option to my margin account.
5. I will maintain such margins as you may in your discretion
require from time to time and will pay on demand any debit balance owing with
respect to any of my accounts. I will be liable to you for any deficiencies in
such account in the event of the liquidation of such accounts, in whole or in
part, by you or the undersigned. Whenever in your discretion you deem it
desirable to your protection (and without the necessity of margin call),
including but not limited to extreme market volatility or trading volumes, an
instance where a petition in bankruptcy or for the appointment of a receiver
is filed by or against me, or an attachment levied against my account, or in
the event of notice of my death or incapacity, or in compliance with the
orders of any Exchange, you may, without prior demand, tender, and without any
notice of the time or place of sale, all of which are expressly waived, sell
any or all securities, or contracts relating thereto which may be in your
possession, or which you may be carrying for me, or buy any securities, or
contracts relating thereto which my account or accounts may be short, in order
to close out in whole or in part any commitment in my behalf or you may place
stop orders with respect to such securities and such sale or purchase may be
made at your discretion on any Exchange or other market where such business is
then transacted, or at public auction or private sale, with or without
advertising and neither any demands, calls, tenders or notices which you may
make or give in any one or more instances nor any prior course of conduct or
dealings between us shall invalidate the aforesaid waivers on my part. You
shall have the right to purchase for your own account any or all of the
aforesaid property at such sale, discharged of any right of redemption which
is hereby waived. I understand that my financial exposure could exceed the
value of securities in my account.
6. In the absence of a specific demand, all transactions in any of
my accounts are to be paid for, securities delivered or required margin
deposited, no later than 2 p.m. Eastern Time on the settlement date. NFSC
reserves the right to cancel or liquidate at my risk any transaction not
timely settled. Margin calls are due on the date indicated regardless of the
settlement date of the transaction. For most stocks and bonds, the settlement
date is the fifth business day following the trade date. Settlement dates for
U.S. government issues vary. Options settle on the next business day. Interest
will be charged on any debit balance which remains in my account past the
settlement date as explained in the Disclosure of Credit Terms section of this
Agreement.
7. I agree to be charged interest on any credit extended to or
maintained for me by you for the purpose of purchasing, carrying or trading in
any security. The annual rate of interest which will be charged on net debit
balances will be calculated by means of a formula based on the rate for
brokers' call money published in financial sections of newspapers. The annual
rate of interest is subject to change without prior notice in accordance with
changes in the brokers' call money rate. With the exception of a credit
balance in the short account, all other credit balances in all cash and margin
accounts are combined and interest is charged to the margin account on any
resulting debit balance. Interest is computed monthly on the net debit
balances during the month. If during the month, there is a change in interest
rates, separate charges will be shown for each interest period under the
different rate. The combining of balances, as well as the actual interest
calculations, are done by computer, but interest is arrived at by multiplying
the net debit balance by the effective rate of interest divided by 360, times
the number of days. In the event there is a decline in the market value of the
securities in the margin account, you may have to request additional
collateral. Generally, such a request for additional collateral will be made
by you when the equity in the account falls below 30%. However, you retain the
right to require additional margin at any time you deem it necessary or
advisable. Any such call for additional collateral may be met by delivery of
additional marginable securities or cash. Any securities in any of the
accounts of the undersigned are collateral for any debit balances in the
account with you. A lien is created by these debits to secure the amount of
money owed you. This means that, in accordance with the terms of this
agreement, securities in the said accounts can be sold by you to redeem or
liquidate any debit balances in these accounts.
8. I agree that, in giving orders to sell, all "short" sale orders
will be designated as "short" and all "long" sale orders will be designated as
"long" and that the designation of a sell order as "long" is a representation
on my part that I own the security, and unless otherwise waived by you in your
discretion that I have delivered such security to you.
9. Reports of the execution of orders and statements of my account
shall be conclusive if not objected to in writing within five days and ten
days, respectively, after transmittal to me by mail or otherwise.
10. All communications including margin calls may be sent to me at
my address given you, or at such other address as I may hereafter give you in
writing, and all communications so sent, whether in writing or otherwise,
shall be deemed given to me personally, whether actually received or not.
11. I am liable for payment upon demand of any debit balance or
other obligation owed in any of my accounts or any deficiencies following a
whole or partial liquidation, and I agree to satisfy any such demand or
obligation. Interest will accrue on any such deficiency at prevailing margin
rates until paid. I agree to reimburse NFSC for all reasonable costs and
expenses incurred in the collection of any debit balance or unpaid deficiency
in any of my accounts, including, but not limited to, attorneys' fees.
12. NFSC is not liable for any losses caused directly or indirectly
by government restrictions, exchange or market rulings, suspension of trading
or other conditions beyond its control, including, but not limited to, extreme
market volatility or trading volumes.
13. No waiver of any provision of this Agreement shall be deemed a
waiver of any other provision, nor a continuing waiver of the provision or
provisions so waived.
14. I understand that no provision of this Agreement can be amended
or waived except by an officer of your Company, and that this Agreement shall
continue in force until its termination by me is acknowledged in writing by an
officer of your Company; or until written notice of termination by you shall
have been mailed to me at my address last given you.
15. This contract shall be governed by the laws of the Commonwealth
of Massachusetts, and shall inure to the benefit of your successors and
assigns, and shall be binding on the undersigned, his heirs, executors,
administrators, successors, and assigns.
16. If any provision hereof is or at any time should become
inconsistent with any present or future law, rule or regulation of any
securities exchange, or of any sovereign government or a regulatory body
thereof and of these bodies have jurisdiction over the subject matter of this
Agreement, said provision shall be deemed to be superseded or modified to
conform to such law, rule or regulation, but in all other respects this
Agreement shall continue and remain in full force and effect.
17. If the undersigned shall consist of more than one individual,
their obligations under Agreement shall be joint and several.
18. I understand that you may deliver margin calls and other
notices to my agent, ______________________________________ for the sole
purpose of collection of obligations of mine under this agreement. I agree to
the foregoing and further understand that _________________________________
may act on your behalf with respect to margin calls in your discretion.
19. I represent that I have read and understand the Disclosure of
Credit Terms on Transactions. I further understand that they may be amended
from time to time.
20. YOU ARE HEREBY AUTHORIZED TO LEND SEPARATELY OR TOGETHER WITH
THE PROPERTY OF OTHERS EITHER TO YOURSELVES OR TO OTHERS AND PROPERTY WHICH
YOU MAY BE CARRYING FOR ME ON MARGIN. THIS AUTHORIZATION SHALL APPLY TO ALL
ACCOUNTS CARRIED BY YOU FOR ME AND SHALL REMAIN IN FULL FORCE UNTIL WRITTEN
NOTICE OF REVOCATION IS RECEIVED BY YOU AT YOUR PRINCIPAL OFFICE IN BOSTON,
MASSACHUSETTS.
I REPRESENT THAT I HAVE READ THE TERMS AND CONDITIONS AS CURRENTLY IN EFFECT
AND AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS AS CURRENTLY IN EFFECT AND
AS MAY BE AMENDED FROM TIME TO TIME. THIS ACCOUNT IS GOVERNED BY A PRE-DISPUTE
ARBITRATION CLAUSE WHICH APPEARS ON PAGE 4. I ACKNOWLEDGE RECEIPT OF THE PRE-
DISPUTE ARBITRATION CLAUSE.
Golsen Petroleum Corporation
By: /s/ Jack E. Golsen
President
Date 9-9-94 Customer's Signature/Date ______________________
______ ________________________________________________
Signature of Joint Tenant (if any)/Date
MHB:\K-M\LSB\13DAMD21.MAA