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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)
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)
December 15, 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- OO
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 375,361
Number of Shares (8) Shared Voting Power 2,728,059
Beneficially
Owned by Each (9) Sole Dispositive 375,361
Reporting Person Power
With:
(10) Shared Dispositive 2,728,059
Power
(11) Aggregate Amount Beneficially 3,103,420
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 [22.6]%
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 2,728,059
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 2,728,059
Power
(11) Aggregate Amount Beneficially 2,728,059
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 20.2%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
(1) Names of Reporting Persons, SBL Corporation
S.S. or I.R.S. Identification 73-1477865
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- OO
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 1,675,809
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 1,675,809
Power
(11) Aggregate Amount Beneficially 1,675,809
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 12.4%
by Amount in Row (11)
(14) Type of Reporting Person (See CO
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- OO
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- Oklahoma
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 193,933
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 193,933
Power
(11) Aggregate Amount Beneficially 193,933
Owned by Each Reporting Person
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 1.5%
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- OO
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 247,616
Number of Shares (8) Shared Voting Power 1,893,269
Beneficially
Owned by Each (9) Sole Dispositive 247,616
Reporting Person Power
With:
(10) Shared Dispositive 1,893,269
Power
(11) Aggregate Amount Beneficially 2,140,885
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 15.9 %
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- OO
tions
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 207,987
Number of Shares (8) Shared Voting Power 1,749,717
Beneficially
Owned by Each (9) Sole Dispositive 207,987
Reporting Person Power
With:
(10) Shared Dispositive 1,749,717
Power
(11) Aggregate Amount Beneficially 1,957,704
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 14.5%
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 1,893,269
Beneficially
Owned by Each (9) Sole Dispositive 82,552
Reporting Person Power
With:
(10) Shared Dispositive 1,893,269
Power
(11) Aggregate Amount Beneficially 1,975,821
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 14.6%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
This statement constitutes Amendment No. 24 to the Schedule
13D dated October 7, 1985, as amended (the "Schedule 13D"),
relating to the common stock, par value $.10 a share ("Common
Stock") of LSB Industries, Inc. (the "Company"). All terms not
otherwise defined herein shall have the meanings ascribed in the
Schedule 13D.
This Schedule 13D is reporting matters with respect to the
group consisting of Jack E. Golsen, Sylvia H. Golsen, SBL
Corporation ("SBL"), Golsen Petroleum Corporation ("GPC"), a wholly
owned subsidiary of SBL, Barry H. Golsen, Steven J. Golsen and
Linda Golsen Rappaport.
This Amendment No. 24 to the Schedule 13D is being filed as a
result of a change in the facts contained in Amendment 23 to the
Schedule 13D, which change may be considered a material change in
the facts set forth in Amendment 23 to the Schedule 13D. The
change is due to the following:
(i) As of December 15, 1995, SBL increased its beneficial
ownership of the Company's Common Stock by more than 1%
of the outstanding shares of Common Stock, as a result
of open market purchases by SBL of (a) an aggregate
12,000 shares of Common Stock between October 31, 1995
and December 15, 1995 and (b) an aggregate 15,300
shares of the Company's $3.25 Convertible Exchangeable
Class C Preferred Stock, Series 2 (the "Class C
Preferred Stock"), which is convertible into
approximately 66,234 shares of Common Stock. In
addition, on November 28, 1995, SBL acquired: (a)
31,500 shares of Common Stock and 2,200 shares of Class
C Preferred Stock, which is convertible into
approximately 9,524 shares of Common Stock, pursuant to
a private purchase from SBL's wholly owned subsidiary,
GPC which changed the record holder of such Common
Stock but did not affect a change in beneficial
ownership for such, and (b) 15,000 shares of Common
Stock pursuant to a private purchase from MG Trust.
Each share of Class C Preferred Stock is convertible,
at the option of the holder, into 4.329 shares of
Common Stock at a conversion price of $11.55 per share.
See Item 5(c) of this Amendment.
The following transactions by SBL have occurred
subsequent to December 15, 1995, but prior to the date
of this Amendment: (a) 5,000 shares of Common Stock
were purchased on January 4, 1996; (b) 1,100 shares of
Class C Preferred Stock, convertible into approximately
4,762 shares of Common Stock, were sold during
December, 1996; (c) 4,000 shares of Class C Preferred
Stock, convertible into 17,316 shares of Common Stock,
were sold during January, 1997; and (d) 10,000 shares
of Class C Preferred Stock, convertible into 43,290
shares of Common Stock, were sold on April 29, 1997.
(ii) The vesting on June 1, 1996, of an additional 33,000
shares of Common Stock which may be acquired by Jack E.
Golsen under a Non-Qualified Stock Option.
The vesting on June 1, 1996, of an additional 15,000
shares of Common Stock which could be acquired by Jack
E. Golsen under an Incentive Stock Option and the
subsequent acquisition of 40,000 shares through the
exercise of such Incentive Stock Option on May 29,
1997. As consideration for such exercise, Jack E.
Golsen transferred to the Company 29,734 shares of
Common Stock of the Company which had been given to
Jack E. Golsen by his wife, Sylvia H. Golsen, as a bona
fide gift.
(iii) The bona fide gifts of 45,000 shares of Common Stock by
Sylvia H. Golsen on December 12, 1995, consisting of
(a) 5,000 shares each to the Barry H. Golsen 1992 Trust
and the Linda Golsen Rappaport 1992 Trust, (b) 5,000
shares of Common Stock, each to six trusts established
for the benefit of her six grandchildren in which one
or more of Barry H. Golsen, Steven J. Golsen, or Linda
Golsen Rappaport (all reporting persons herein) are
trustees, and (c) 2,500 shares of Common Stock, each to
two trusts established for the benefit of her great-
niece and great-nephew.
The bona fide gifts of 42,000 shares of Common Stock by
Sylvia H. Golsen on December 20, 1996, consisting of
(a) 4,000 shares of Common Stock, each to the Barry H.
Golsen 1992 Trust, the Linda Golsen Rappaport 1992
Trust, and the Steven J. Golsen 1992 Trust, (b) 4,000
shares of Common Stock, each to six trusts established
for the benefit of her six grandchildren in which one
or more of Barry H. Golsen, Steven J. Golsen, or Linda
Golsen Rappaport (all reporting persons herein) are
trustees, (c) 2,000 shares of Common Stock, each to two
trusts established for the benefit of her great-niece
and great-nephew, and (d) 2,000 shares of Common Stock,
to Susan Brown.
Heidi Brown Shear, the sole trustee under the Barry H. Golsen
1992 Trust, the Linda Golsen Rappaport 1992 Trust, and the Steven
J. Golsen 1992 Trust, who is not a reporting person to this
Schedule 13D, has sole voting and dispositive power of the shares
of Common Stock held by such Trusts, and, as a result, the
reporting persons to this Schedule 13D would not be considered the
beneficial owners of the shares of Common Stock held by such
Trusts. Heidi Brown Shear is also the trustee of the trust created
for the benefit of Jack E. Golsen's great-niece and great-nephew.
(iv) The vesting on June 1, 1996, of an additional 3,000
shares of Common Stock which could be acquired by Barry
H. Golsen under an Incentive Stock Option and the
subsequent acquisition of 8,000 shares through the
exercise of such Incentive Stock Option on May 29,
1997. As consideration for such exercise, Barry H.
Golsen transferred to the Company 5,947 shares of
Common Stock of the Company.
The vesting on June 27, 1997, of an additional 1,000
shares of Common Stock which may be acquired by Barry
H. Golsen under an Incentive Stock Option.
(v) The vesting on June 1, 1996, of an additional 3,000
shares of Common Stock which could be acquired by
Steven J. Golsen under an Incentive Stock Option and
the subsequent acquisition of 8,000 shares through the
exercise of such Incentive Stock Option on May 29,
1997. As consideration for such exercise, Steven J.
Golsen transferred to the Company 5,947 shares of
Common Stock of the Company.
The vesting on June 27, 1997, of an additional 1,000
shares of Common Stock which may be acquired by Steven
J. Golsen under an Incentive Stock Option.
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.
Between October 31, 1995, and December 15, 1995, SBL
acquired 12,000 shares of Common Stock and 15,300
shares of the Class C Preferred Stock for an aggregate
purchase price, respectively, of $46,812 and $488,850.
On November 28, 1995, SBL purchased in private
transactions 46,500 shares of Common Stock and 2,200
shares of Class C Preferred Stock for an aggregate
purchase price of $180,187 and $69,850, respectively.
Additionally, on January 4, 1996, SBL purchased 5,000
shares of Common Stock for an aggregate purchase price
of $21,250. The sources of the funds used by SBL in
making such purchases were, in part, borrowed from
BancFirst, an Oklahoma banking corporation
("BancFirst"). See Item 5(c) hereof.
The acquisition by Jack E. Golsen of 40,000 shares of
Common Stock on May 29, 1997 upon exercise of an
Incentive Stock Option was made for an aggregate
purchase price of $137,520, which purchase price was
paid for by Mr. Golsen tendering to the Company 29,734
shares of Common Stock, having a fair market value at
the time of exercise of $137,520. The 29,734 shares
were received by Mr. Golsen as a result of a bona fide
gift from Sylvia H. Golsen to Jack E. Golsen.
The acquisition by Barry H. Golsen of 8,000 shares of
Common Stock on May 29, 1997 upon exercise of an
Incentive Stock Option was made for an aggregate
purchase price of $27,504, which purchase price was
paid for with 5,947 shares of Common Stock, having a
fair market value at the time of exercise of $27,504,
owned by Barry H. Golsen and tendered to the Company.
The acquisition by Steven J. Golsen of 8,000 shares of
Common Stock on May 29, 1997 upon exercise of an
Incentive Stock Option was made for an aggregate
purchase price of $27,504, which purchase price was
paid for with 5,947 shares of Common Stock, having a
fair market value at time of exercise of $27,504, owned
by Steven J. Golsen and tendered to the Company.
This Item 3 is not applicable to the bona fide gifts by
Sylvia H. Golsen.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is unchanged.
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth as of June 10,
1997, 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 3,103,420(1)(2)(6) 22.6%
Sylvia H. Golsen 2,728,059(1)(6)(7) 20.2%
SBL 1,675,809(1) 12.4%
GPC 193,933(8) 1.5%
Barry H. Golsen 2,140,885(1)(3)(6) 15.9%
Steven J. Golsen 1,957,704(1)(4)(6) 14.5%
Linda Golsen Rappaport 1,975,821(1)(5)(6) 14.6%
____________________
(1) The amount shown includes (i) 1,042,699 shares held
directly by SBL; (ii) 400,000 shares that SBL has the
right to acquire upon the conversion of 12,000 shares
of the Company's Series B Preferred Stock owned of
record by SBL; (iii) 39,177 shares of Common Stock that
SBL has the right to acquire upon the conversion of
9,050 shares of Class C Preferred Stock owned of record
by SBL; and (iv) 193,933 shares of Common Stock
beneficially owned by SBL's wholly owned subsidiary,
GPC, which includes 133,333 shares that GPC has the
right to acquire upon conversion of 4,000 shares of
Class B Preferred Stock owned of record by GPC. The
relationship between Jack E. Golsen, Sylvia H. Golsen,
Barry H. Golsen, Steven J. Golsen, Linda Golsen
Rappaport, SBL, and GPC is described in more detail in
paragraph (b) of this Item 5.
(2) The amount shown includes (i) 4,000 shares of Common
Stock that Jack E. Golsen has the right to acquire upon
conversion of a promissory note, (ii) 133,333 shares of
Common Stock upon the conversion of 4,000 shares of the
Series B Preferred Stock owned of record by Jack E.
Golsen, (iii) 1,052,250 shares of Common Stock owned of
record by Sylvia H. Golsen, wife of Jack E. Golsen,
(iv) 99,000 shares of Common Stock Jack E. Golsen may
acquire upon exercise of a Non-Qualified Stock Option,
and (v) 10,000 shares owned of record by the MG Trust,
of which Jack E. Golsen is the sole trustee who
possesses voting and dispositive power over the
securities held by such trust.
(3) The amount shown does not include (i) 533 shares of
Common Stock that Barry Golsen's wife owns, in which
Barry Golsen disclaims beneficial ownership, and (ii)
74,840 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 (a) 36,954 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, (b) 35,888 shares of Common
Stock owned of record by each of the Adam Z. Golsen
Trust No. J-1, Stacy L. Rappaport Trust No. J-1, Lori
R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust
No. J-1, of which Barry H. Golsen is a Co-Trustee, and
(c) 1,000 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 69,840 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) 36,954 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) 36,954 shares of
Common Stock owned of record by the Joshua B. Golsen
Trust No. J-1, of which Steven J. Golsen is a
Co-Trustee, and (c) 1,000 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 124,350 shares of
Common Stock that Mrs. Rappaport's husband owns and
1,000 shares which Mrs. Rappaport's husband may acquire
upon exercise of incentive stock options of the
Company, for which Mrs. Rappaport disclaims beneficial
ownership. The amount shown does not include 74,840
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) 36,954 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) 35,888 shares
of Common Stock owned of record by each of the Adam Z.
Golsen Trust No. J-1, Stacy L. Rappaport Trust No. J-1,
Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen
Trust No. J-1 of which Linda F. Rappaport is a
Co-Trustee.
(6) Jack E. Golsen and Sylvia H. Golsen each disclaims
beneficial ownership of (a) the shares of Common Stock
owned of record by Barry H. Golsen, the shares of
Common Stock that Barry H. Golsen has the right to
acquire under the Company's incentive stock options,
and the shares of Common Stock considered beneficially
owned by Barry H. Golsen as a result of his position as
trustee of certain trusts, (b) the shares of Common
Stock owned of record by Steven J. Golsen, the shares
of Common Stock that Steven J. Golsen has the right to
acquire under the Company's incentive stock options,
and the shares of Common Stock considered beneficially
owned by Steven J. Golsen as a result of his position
as trustee of certain trusts, and (c) the shares of
Common Stock owned of record by Linda Golsen Rappaport,
and the shares of Common Stock considered beneficially
owned by Linda Golsen Rappaport as a result of her
position as a trustee of certain trusts. Barry H.
Golsen, Steven J. Golsen and Linda Golsen Rappaport
disclaim beneficial ownership of the shares of Common
Stock of the Company beneficially owned by Jack E.
Golsen and Sylvia H. Golsen, except for shares
beneficially owned by SBL and GPC.
(7) The amount shown does not include, and Sylvia H. Golsen
disclaims beneficial ownership of (a) the 129,028
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 99,000 shares of Common
Stock that Jack E. Golsen may acquire upon exercise of
a Nonqualified Stock Option, (d) the 133,333 shares of
Common Stock which Jack E. Golsen has the right to
acquire upon conversion of the 4,000 shares of Series
B Preferred Stock owned of record by him, and (e) the
10,000 shares of Common Stock held of record by the MG
Trust, of which Jack E. Golsen is the sole trustee who
possesses voting and dispositive power over the
securities held by such trust.
(8) The amount shown includes 133,333 shares that GPC has
the right to acquire upon conversion of 4,000 shares of
the Company's Series B Preferred Stock owned of record
by GPC. The relationship between Jack E. Golsen,
Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen,
Linda Golsen Rappaport, SBL, and GPC is described in
more detail in paragraph (b) of this Item 5.
(9) Shares of Common Stock of the Company not outstanding,
but which may be acquired by a reporting person during
the next sixty (60) days under options, warrants,
rights or conversion privileges, are considered to be
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 as of June 10,
1997, 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 375,361(1)(5) 2,728,059(2)(3)
Sylvia H. Golsen None 2,728,059(2)(11)
SBL None 1,675,809(2)
GPC None 193,933(4)
Barry H. Golsen 247,616(5)(6) 1,893,269(2)(7)
Steven J. Golsen 207,987(5)(8) 1,749,717(2)(9)
Linda Golsen Rappaport 82,552(5) 1,893,269(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) 99,000
shares of Common Stock that J. Golsen has the right to
acquire under a Non-Qualified Stock Option, and (d)
10,000 shares held of record by the MG Trust, of which
Jack E. Golsen is the sole trustee who possesses voting
and dispositive power over the securities held by such
trust.
(2) See footnote (1) under paragraph (a) of this Item 5.
(3) The amount shown includes 1,052,250 shares of Common
Stock owned of record by Sylvia H. Golsen, the wife of
Jack E. Golsen.
(4) See footnote (8) under paragraph (a) of this Item 5.
(5) See footnote (6) under paragraph (a) of this Item 5.
(6) The amount shown includes 1,000 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 74,840 shares of
Common Stock owned of record by the Barry H. Golsen
1992 Trust, of which Barry H. Golsen has no voting or
dispositive power and 533 shares of Common Stock that
Barry Golsen's wife owns in which Barry Golsen dis-
claims beneficial ownership. Such amount does include
(a) 36,954 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) 35,888 shares of Common Stock owned
of record by each of the Adam Z. Golsen Trust No. J-1,
Stacy L. Rappaport Trust No. J-1, Lori R. Rappaport
Trust No. J-1 and Michelle L. Golsen Trust No. J-1, of
which Barry H. Golsen is a Co-Trustee.
(8) The amount shown includes 1,000 shares which Steven J.
Golsen may acquire upon exercise of incentive stock
options of the Company.
(9) The amount shown does not include 74,840 shares of
Common Stock owned of record by the Steven J. Golsen
1992 Trust, of which Steven J. Golsen has no voting or
dispositive power. Such amount includes (a) 36,954
shares of Common Stock owned of record by the Amy G.
Rappaport Trust No. J-1, of which Steven J. Golsen is
a Co-Trustee, and (b) 36,954 shares of Common Stock
owned of record by the Joshua B. Golsen Trust No. J-1,
of which Steven J. Golsen is a Co-Trustee.
(10) See footnote (5) under paragraph (a) of this Item 5.
(11) See footnotes (6) and (7) under paragraph (a) of this
Item 5.
SBL is wholly owned by Sylvia H. Golsen (wife of Jack
E. Golsen and 40% owner), Barry H. Golsen (20% owner), Steven
J. Golsen (20% owner) and Linda Golsen Rappaport (20% owner).
Such individuals previously owned all of the issued and
outstanding Common Stock of GPC in the same ownership
percentages as indicated with respect to SBL. Upon formation
of SBL, such individuals contributed all of their stock in GPC
to SBL. As a result, GPC became the wholly owned subsidiary
of SBL. The directors and executive officers of SBL are Sylvia
H. Golsen, Barry H. Golsen, Steven J. Golsen and Linda Golsen
Rappaport. The directors and executive officers of GPC are
Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J.
Golsen and Linda Golsen Rappaport. Barry H. Golsen, Steven J.
Golsen and Linda Golsen Rappaport are the children of Jack E.
and Sylvia H. Golsen.
(c) Since the filing of Amendment No. 23, the
following transactions were effected in the Common Stock by a
reporting person named in response to Paragraph (a) of this
Item 5:
Transactions by Jack E. Golsen:
Number
of Shares Price Type
Acquired Excluding of
Date Security (Disposed of) Commission Transaction
- -------- -------- --------------- ---------- -----------
05-29-97 Common (29,734) $ 4.625 Tender to
Company of
Shares
received in
a bona fide
gift from
Sylvia H.
Golsen to
pay option
exercise
price
05-29-97 Common 40,000 $ 3.438 Option
Exercise
Transactions by Sylvia H. Golsen:
Number
of Shares Price Type
Acquired Excluding of
Date Security (Disposed of) Commission Transaction
05-29-97 Common (29,734) $ 4.625 Bona fide
gift to
Husband
which was
subsequently
tendered to
Company to
pay option
price
In addition, on December 12, 1995, Sylvia H. Golsen
transferred 45,000 shares of Common Stock as bona fide gifts as
follows: (a) 5,000 shares each to the Barry H. Golsen 1992 Trust
and the Linda Golsen Rappaport 1992 Trust, (b) 5,000 shares of
Common Stock, each to six trusts established for the benefit of her
six grandchildren in which one or more of Barry H. Golsen, Steven
J. Golsen, or Linda Golsen Rappaport (all reporting persons herein)
are trustees, and (c) 2,500 shares of Common Stock, each to two
trusts established for the benefit of her great-niece and great-
nephew.
In addition, on December 20, 1996, Sylvia H. Golsen
transferred 42,000 shares of Common Stock as bona fide gifts as
follows: (a) 4,000 shares of Common Stock, each to the Barry H.
Golsen 1992 Trust, the Linda Golsen Rappaport 1992 Trust, and the
Steven J. Golsen 1992 Trust, (b) 4,000 shares of Common Stock,
each to six trusts established for the benefit of her six
grandchildren in which one or more of Barry H. Golsen, Steven J.
Golsen, or Linda Golsen Rappaport (all reporting persons herein)
are trustees, (c) 2,000 shares of Common Stock, each to two trusts
established for the benefit of her great-niece and great-nephew,
and (d) 2,000 shares of Common Stock, to Susan Brown.
Transactions by SBL:
Number
of Shares Price Type
Acquired Excluding of
Date Security (Disposed of) Commission Transaction
- -------- ----------------- ---------- ----------- -----------
10-31-95 Common Stock 1,500 $ 4.25 NYSE
10-31-95 Common Stock 500 4.375 NYSE
11-14-95 Common Stock 4,000 3.875 NYSE
11-14-95 Class C Preferred 1,000 32.875 NYSE
11-18-95 Class C Preferred 1,000 31.25 NYSE
11-22-95 Class C Preferred 1,000 31.00 NYSE
11-24-95 Class C Preferred 800 32.00 NYSE
12-01-95 Common Stock 1,000 3.875 NYSE
12-04-95 Common Stock 1,000 3.875 NYSE
12-04-95 Common Stock 1,000 3.75 NYSE
12-05-95 Common Stock 3,000 3.75 NYSE
12-06-95 Class C Preferred 1,000 31.50 NYSE
12-06-95 Class C Preferred 500 32.25 NYSE
12-07-95 Class C Preferred 1,000 32.25 NYSE
12-11-95 Class C Preferred 1,000 32.00 NYSE
12-12-95 Class C Preferred 2,000 32.00 NYSE
12-13-95 Class C Preferred 2,000 32.00 NYSE
12-14-95 Class C Preferred 1,000 32.00 NYSE
12-15-95 Class C Preferred 2,000 32.00 NYSE
12-18-95 Class C Preferred 1,000 32.25 NYSE
01-04-96 Common Stock 5,000 4.25 NYSE
12-02-96 Class C Preferred (100) 39.25 NYSE
12-31-96 Class C Preferred (1,000) 39.25 NYSE
01-28-97 Class C Preferred (3,000) 39.25 NYSE
01-31-97 Class C Preferred (1,000) 39.50 NYSE
04-29-97 Class C Preferred (10,000) $ 36.11 Private
Transaction
In addition, on November 28, 1995, pursuant to privately
negotiated transactions, SBL acquired the following securities at
a per share purchase price of $3.875 as to Common Stock and $31.750
as to Class C Preferred Stock, representing the respective fair
market value of such securities as quoted on the New York Stock
Exchange on such date:(i) from GPC, SBL's wholly owned subsidiary,
2,200 shares of Class C Preferred Stock and 31,500 shares of the
Company's Common Stock, and (ii) from the MG Trust, of which Jack
E. Golsen is the sole trustee, 15,000 shares of the Company's
Common Stock.
Transactions by Barry H. Golsen:
Number
of Shares Price Type
Acquired Excluding of
Date Security (Disposed of) Commission Transaction
05-29-97 Common (5,947) $ 4.625 Tender to
Company to
pay option
exercise
price
05-29-97 Common 8,000 $ 3.438 Option
Exercise
Transactions by Steven J. Golsen:
Number
of Shares Price Type
Acquired Excluding of
Date Security (Disposed of) Commission Transaction
05-29-97 Common (5,947) $ 4.625 Tender to
Company to
pay option
exercise
price
05-29-97 Common 8,000 $ 3.438 Option
Exercise
(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 the
following are hereby added:
(a) On November 21, 1995, SBL pledged to BancFirst,
Oklahoma City, Oklahoma, to secure repayment of a certain loan
made to SBL on such date 500,000 shares of Common Stock along
with any and all other shares of Common Stock and Class C
Preferred Stock subsequently acquired by SBL using the
proceeds of such loan. In addition to standard default and
similar provisions contained in the Commercial Pledge
Agreement, BancFirst retains the right to collect all
dividends paid in connection with the collateral after a
default.
(b) Effective December 1, 1995, a Shareholder's Agreement
was entered into between Sylvia Golsen and SBL Corporation
which imposes certain restrictions on the transfer of the
stock of either the Company or SBL without first offering such
shares to SBL.
(c) Effective December 1, 1995, separate Shareholder's
Agreements among Sylvia Golsen, SBL and each of Jack E.
Golsen, Barry H. Golsen, Steven J. Golsen and Linda F.
Rappaport were entered into. Each of these agreements is
substantially the same and imposes certain restrictions on the
transfer of the stock of either the Company or SBL held by
each of Jack E. Golsen, Barry H. Golsen, Steven J. Golsen and
Linda F. Rappaport without first offering such shares to SBL
and to Sylvia Golsen.
(d) On December 30, 1996, SBL pledged to First Enterprise
Bank, Oklahoma City, Oklahoma, to secure repayment of a debt
of a third party, 200,000 shares of Common Stock of the
Company.
(e) On May 15, 1995, substantially all of the assets of
Stifel, Nicolaus & Company, Incorporated ("Stifel") located in
Oklahoma and Texas were purchased by Capital West Securities,
Inc., an Oklahoma-based corporation ("Capital West"). In
connection therewith, certain of the brokerage functions
previously performed for Sylvia H. Golsen by Stifel were to be
performed in the future by Capital West.
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 incor-
porated herein by reference.
5. Issuer's Proxy Statement dated July 14, 1986 setting forth the
terms of the Company's Series B 12% Cumulative Convertible
Preferred Stock is filed as Exhibit 1 to Amendment No. 1 to
the Schedule 13D and is incorporated herein by reference.
6. Non-Non-Qualified Stock Option Agreement, dated June 1, 1989,
between the Company and Jack E. Golsen, is filed as Exhibit 12
to Amendment No. 8 to the Schedule 13D and is incorporated
herein by reference.
7. Stacy L. Rappaport Trust No. J-1, is filed as Exhibit 14 to
Amendment No. 13 to the Schedule 13D and is incorporated
herein by reference. The Joshua B. Golsen Trust No. J-1, Adam
Z. Golsen Trust No. J-1, Amy G. Rappaport Trust No. J-1, Lori
R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No.
J-1 are substantially similar to the Stacy L. Rappaport Trust
No. J-1, except for the names of the trustees, and copies of
the same will be supplied to the Commission upon request.
8. Barry H. Golsen 1992 Trust is filed as Exhibit 15 to Amendment
No. 16 to the Schedule 13D and is incorporated herein by
reference. The Steven J. Golsen 1992 Trust and Linda F.
Rappaport 1992 Trust are substantially similar to the Barry H.
Golsen 1992 Trust, and copies of the same will be supplied to
the Commission upon request.
9. Agreement of Sylvia H. Golsen as to joint filing of this
Schedule 13D is filed as Exhibit 15 to Amendment No. 18 and is
incorporated herein by reference.
10. Customer's Agreement between Sylvia H. Golsen and Janney
Montgomery Scott Inc., dated August 13, 1993, is filed as
Exhibit 12 to Amendment No. 19 and is incorporated herein by
reference.
11. Commercial Pledge Agreement, dated December 5, 1994, between
CityBank & Trust and Sylvia H. Golsen is filed as Exhibit 12
to Amendment No. 21 and is incorporated herein by reference.
12. Customer's Agreement between Sylvia H. Golsen and Stifel,
Nicolaus & Company, Incorporated, dated March 29, 1995, is
filed as Exhibit 13 to Amendment No. 21 and is incorporated
herein by reference.
13. Letter from Stifel, Nicolaus & Company, Incorporated, and
letter from Capital West Securities, Inc., each dated May 15,
1995, with enclosed Customer Account Agreement amending
Customer's Agreement between Sylvia H. Golsen and Stifel,
Nicolaus & Company is attached hereto as Exhibit 13 to this
Amendment No. 24.
14. First Amendment, dated March 2, 1994, and Second Amendment,
dated April 3, 1995, each to the Non-Qualified Stock Option
Agreement, dated June 1, 1989, between the Company and Jack E.
Golsen, are filed as Exhibit 14 to Amendment No. 21 and is
incorporated herein by reference.
15. Margin Account Agreement, dated September 9, 1994, between
National Financial Services Corporation ("NFSC") and Golsen
Petroleum Corporation is filed as Exhibit No. 15 to Amendment
21 and is incorporated herein by reference. The Margin
Account Agreement, dated September 9, 1994, between NFSC and
Jack E. Golsen is substantially similar to the foregoing
Margin Account Agreement, and a copy of the same will be
supplied to the Commission upon request.
16. Security Agreement, dated October 12, 1995, between Jack E.
Golsen, Sylvia H. Golsen and Stillwater National Bank and
Trust Company is filed as Exhibit 15 to Amendment No. 23, and
is incorporated herein by reference.
17. Margin Account Agreement, dated October 17, 1995, between NFSC
and SBL Corporation. The Margin Account Agreement is
substantially similar to the Margin Account Agreements filed
as Exhibit 15 to Amendment 20, and a copy of the same will be
supplied to the Commission upon request.
18. Commercial Pledge Agreement, dated October 24, 1995, between
CityBank & Trust and Jack E. Golsen is filed as Exhibit 17 to
Amendment No. 23, and is incorporated herein by reference.
19. Commercial Pledge Agreement, dated October 24, 1995, between
CityBank & Trust and Sylvia H. Golsen is filed as Exhibit 18
to Amendment No. 23, and is incorporated herein by reference.
20. Agreement of SBL Corporation as to the joint filing of this
Schedule 13D is filed as Exhibit 19 to Amendment No. 23, and
is incorporated herein by reference.
21. Commercial Pledge Agreement, dated November 21, 1995, between
BancFirst and SBL Corporation is attached hereto as Exhibit 21
to this Amendment No. 24.
22. Shareholder's Agreement, effective December 1, 1995, between
Sylvia Golsen and SBL Corporation is attached hereto as
Exhibit 22 to this Amendment No. 24.
23. Shareholder's Agreement, effective December 1, 1995, among
Jack E. Golsen, Sylvia Golsen and SBL Corporation is attached
hereto as Exhibit 23 to this Amendment No. 24.
24. Shareholder's Agreement, effective December 1, 1995, among
Barry H. Golsen, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to this Amendment
No. 24, and a copy of the same will be supplied to the
Commission upon request.
25. Shareholder's Agreement, effective December 1, 1995, among
Steven J. Golsen, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to this Amendment
No. 24, and a copy of the same will be supplied to the
Commission upon request.
26. Shareholder's Agreement, effective December 1, 1995, among
Linda F. Rappaport, Sylvia Golsen and SBL Corporation. The
Shareholder's Agreement is substantially similar to the
Shareholder's Agreement filed as Exhibit 23 to this Amendment
No. 24, and a copy of the same will be supplied to the
Commission upon request.
27. Agreement to Pledge, dated December 30, 1996, between First
Enterprise Bank and SBL Corporation is attached hereto as
Exhibit 27 to this Amendment No. 24.
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: June 17, 1997.
/s/ Jack E. Golsen
-----------------------------
Jack E. Golsen
GOLSEN PETROLEUM CORPORATION
By: /s/ Jack E. Golsen
---------------------------
Jack E. Golsen, President
/s/ Jack E. Golsen *
-------------------------------
Barry H. Golsen
/s/ Jack E. Golsen *
-------------------------------
Steven J. Golsen
/s/ Jack E. Golsen *
-------------------------------
Linda Golsen Rappaport
*Executed by Jack E. Golsen
pursuant to Power of Attorney
/s/ Jack E. Golsen
--------------------------------
Jack E. Golsen
/s/ Sylvia H. Golsen
--------------------------------
Sylvia H. Golsen
SBL CORPORATION
By: /s/ Sylvia H. Golsen
------------------------------
Sylvia H. Golsen, Secretary
BALL:\K-M\LSB\13D\AMD24-3.697
CAPITAL WEST SECURITIES, INC.
One Leadership Square, 16th Floor
211 North Robinson
Oklahoma City, Oklahoma 73102
May 15, 1995
Dear Valued Client:
Welcome to the Capital West family! As you are aware,
Capital West is purchasing substantially all of the assets of
Stifel, Nicolaus & Company, Inc. in Oklahoma and Texas. Six of
the eight principals in Capital West are current or former
employees of Stifel who along with current Stifel personnel will
insure a continuity of client service. Capital West will be
offering the traditional services Stifel offered along with a
Corporate and Municipal Finance capability geared to economic
development in our Oklahoma and Texas markets.
Capital West is committed to providing superior personal
service to all of our valued clients. In this spirit, we have
retained Stifel as the clearing agent for your transactions which
accomplish two objectives: (1) the changeover can proceed
smoothly without any disruption of client service; and (2)
Stifel s insurance an capital continues to protect your accounts.
Our goal is to provide an Oklahoma owned, Oklahoma based
firm that can serve all of our clients needs. We feel that
being locally owned and operated affords us a local perspective
while maintaining national market contacts to insure that our
clients receive the best information possible. We are
rededicating ourselves to you and your needs.
Again, welcome to Capital West - we are here to serve you!
Sincerely,
/s/ Robert O. McDonald /s/ Norman Frager
______________________ _____________________
Robert O. McDonald Norman Frager
Chairman of the Board President and Chief
Executive Officer
Stifel, Nicolaus & Company, Incorporated
500 North Broadway
St. Louis, Missouri 63102
314-342-2000
May 15, 1995
Dear Client:
As we announced to you in a February 13th letter, an Oklahoma-
based company, Capital West Securities, Inc., has agreed to
purchase substantially all of the Stifel offices in Oklahoma and
Texas. We anticipate that this conversion will take place on or
about May 19, 1995.
Stifel s management has confidence in the future of Capital West
and this confidence is reflected by our intention to purchase an
equity interest and to have one of our senior officers serve on
Capital West s Board of Directors.
We want to take this opportunity to thank you for your business.
It has been a pleasure serving you and, in certain ways, Stifel
will continue to serve you as the clearing firm for Capital West.
This means you will still have access to all the investment
services you have always had. Additionally, you will still have
the same account insurance you currently enjoy.
In other words, Stifel s resources and capabilities will still be
in place to support your Investment Executive and you. Most
important of all, your Investment Executive will continue to work
for you.
Since Capital West and Stifel, Nicolaus will have different
responsibilities, we have enclosed a breakdown of these
responsibilities for your review. We encourage you to read it.
We look forward to continuing a warm and prosperous relationship.
Sincerely yours,
/s/ George H. Walker III /s/ Gregory F. Taylor
_________________________ ______________________
George H. Walker III Gregory F. Taylor
Chairman of the Board Chief Executive Officer
Over a Century of Knowledge and Service
MEMBER SIPC AND MEMBERS, NEW YORK STOCK EXCHANGE, INC. CHICAGO
AND AMERICAN STOCK EXCHANGES
Customer Account Agreement and Disclosure Document -
Designation of Responsibilities
Stifel, Nicolaus & Company, Incorporated (NYSE RULE 382)
Capital West Securities, Inc. (NASD Section 47, Article III,
Rules of Fair Practice)
Stifel, Nicolaus & Company, Incorporated (SN) and Capital
West Securities, Inc. (CW) have allocated between us several
functions and responsibilities with respect to your account.
Specifically:
1. Capital West shall be solely responsible for opening,
approving and monitoring your account. This means that,
among other things, Capital West (and not SN) is solely
responsible for:
a. Receiving and reviewing any financial or personal
information about you and your investment objectives;
b. Determining if a specific investment strategy is
suitable or appropriate for you;
c. Supervising the volume of activity, or any other matter
regarding the quantity, quality, or specifics of any
securities or options transaction in your account;
d. Making recommendations regarding a specific security or
investment strategy;
e. Providing you with research or market interpretations
regarding the advisability of purchasing or selling a
specific security (although CW may receive materials from SN
that discuss in general the conditions of a specific company
or industry group and that may be used by CW in making
specific recommendations to you);
f. If you have an options account or engage in
transactions in listed securities options:
i. delivering a current Options Clearing Corporation
(OCC) brochure - Characteristics and Risks of
Standardized Options - to you prior to your first
options trade and delivering to you periodic updated
versions of this brochure as they are published by the
OCC;
ii. determining which options strategies are suitable
for you;
iii. notifying you when you have been assigned delivery
responsibility on a short options position;
iv. accepting exercise notices from you for long
options positions in your account.
2. Capital West is solely responsible for accepting orders from
you to buy, sell, margin, tender, or exchange securities for
settlement in you SN account. Capital West is also
responsible for execution of those orders on the applicable
exchange or market. Capital West may request that SN assist
with the execution of orders settled in your SN account. In
those cases where SN assists Capital West with execution, SN
is acting on behalf of Capital West only and not directly
for you. SN may rely on any order or instruction it
receives from Capital West without further inquiry, and
orders for your account may only be entered by and through
Capital West.
3. SN will be responsible for extending credit to you for
transactions involving margin or otherwise effected through
your SN account. Capital West, however, is responsible for
communicating all information to you regarding margin and
credit, including communicating and processing margin calls.
SN may, nevertheless, contact you as well with respect to
margin deficiencies in your account(s).
4. SN shall maintain books and records relating to the
settlement and clearing of cash and securities transactions
in your SN account. To the extent SN provides execution
services for Capital West (see paragraph 2 above) it will
maintain records relating to execution. All other books and
records, including information regarding your personal
financial information and investment objectives, records
relating to orders to purchase or sell securities and
communications between you and Capital West, including
correspondence and documents relating to advertising and
promotion will be maintained solely by Capital West.
5. SN shall be responsible for holding and safekeeping your
money, funds and securities. You may deliver money and
securities to SN or Capital West for deposit to your SN
account, provided, however, that SN shall only be
responsible for holding and safekeeping your money, funds
and securities from the time they are actually received by
SN from you or Capital West. For purposes of SEC Financial
Responsibility Rules and the Securities Investor Protection
Corporation Act (SIPC), the customers are the responsibility
of SN.
6. SN is responsible for providing you with written
confirmation of each transaction entered for your account.
SN is also responsible for providing you with at least a
quarterly summary of the status of your SN account that will
list your securities and cash positions, margin debt and
open options positions, if applicable.
7. In addition, as part of its clearing settlement services, SN
will (a) collect from or pay to third parties money due to
or from you for securities transactions in your SN account;
(b) receive from third parties, or deliver to third parties,
securities purchased or sold, as the case may be; (c)
collect and pay to you dividends or interest due on
securities held in your SN account in SN s name ( street
registration ) and charge your SN account for interest or
dividends improperly credited to your account; (d) on your
instruction, process exchange, rights and tender offers with
respect to securities in your SN account and (e) in the case
of an account which trades in listed securities options,
allocate assignment or exercise notices or execute notices
to exercise, as the case may be.
Unless SN receives a written communication to the contrary,
your understanding of and agreement with the clearing arrangement
as described in this letter is mutually acknowledged.
We appreciate the opportunity to be of service. Capital
West should be able to answer any questions you may have
respecting your accounts. If, however, you have questions
concerning those areas for which SN is responsible, which Capital
West cannot answer, please feel free to contact SN at the
following address:
Stifel, Nicolaus & Company, Incorporated
Attention: Correspondent Department
500 No. Broadway
St. Louis, Missouri 63102
COMMERCIAL PLEDGE AGREEMENT
Principal Loan Date Maturity Loan No. Call
$1,000,000.00 11-21-1995 05-21-1997 0407108800 220111
Collateral Account Officer Initials
28 DMS
_________________________________________________________________
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: SBL Corporation Lender: BancFirst
(TIN: 73-1477865) Oklahoma City
16 South Pennsylvania 101 North Broadway
Oklahoma City, OK 73107 P. O. Box 26788
Oklahoma City, OK 73126
=================================================================
THIS COMMERCIAL PLEDGE AGREEMENT is entered into between SBL
Corporation (referred to below as "Grantor"); and BancFirst
(referred to below as "Lender").
GRANT OF SECURITY INTEREST. For valuable consideration, Grantor
grants to Lender a security interest in the Collateral to secure the
indebtedness and agrees that Lender shall have the rights stated in
this Agreement with respect to the Collateral, in addition to all
other rights which Lender may have by law.
DEFINITIONS. The following words shall have the following meanings
when used in this Agreement:
Agreement. The word "Agreement" means this Commercial Pledge
Agreement, as this Commercial Pledge Agreement may be amended
or modified from time to time, together with all exhibits and
schedules attached to this Commercial Pledge Agreement from
time to time.
Collateral. The word "Collateral" means the following
specifically described property, which Grantor has delivered
or agrees to deliver (or cause to be delivered or appropriate
book-entries made) immediately to Lender, together with all
Proceeds thereof:
500000.000 shares of LSB Industries, Inc.
("LSB") common stock and any and all other
shares of LSB Common Stock and LSB's $3.25
Convertible Exchangeable Class C Preferred
Stock, Series 2 ("LSB Preferred Stock")
hereafter acquired by the Borrower using
proceeds of the Note.
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.
Event of Default. The words "Event of Default" mean and
include the Events of Default set forth in the Loan Agreement,
dated November 21, 1995, between the Borrower and Lender
("Loan Agreement").
Grantor. The word "Grantor" means SBL Corporation, its
successors and assigns.
Guarantor. The word "Guarantor" means and includes without
limitation each and all of the guarantors, sureties, and
accommodation parties in connection with the Indebtedness.
Proceeds. The word "Proceeds" means all present and future
proceeds, 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,
subscriptions, 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.
Indebtedness. The word "Indebtedness" means the indebtedness
evidenced by the Note, including all principal and interest,
together with all other indebtedness and costs and expenses
for which Grantor is responsible under this Agreement or under
any of the Related Documents.
Lender. The word "Lender" means BancFirst, its successors and
assigns.
Note. The word "Note" means the note or credit agreement
dated November 21, 1995, in the principal amount of
$1,000,000.00 from Grantor to Lender, together with all
renewals of, extensions of, modifications of, refinancings of,
consolidations of and substitutions for the note or credit
agreement.
Obligor. The word "Obligor" means and includes without
limitation any and all persons or entities obligated to pay
money or to perform some other act under the Collateral.
Related Documents. The words "Related Documents" mean and
include without limitation all promissory notes, credit
agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust,
and all other instruments, agreements and documents, whether
now or hereafter existing, executed in connection with the
Indebtedness.
RIGHT OF SETOFF. Grantor hereby grants Lender a contractual
possessory security interest in and hereby assigns, conveys,
delivers, pledges, and transfers all of Grantor's right, title and
interest in and to Grantor's accounts with Lender (whether checking,
savings, or some other account), including all accounts held jointly
with someone else and all accounts Grantor may open in the future,
excluding however all IRA, Keogh, and trust accounts. Grantor
authorizes Lender, to the extent permitted by applicable law, to
charge or setoff all Indebtedness against any and all such accounts.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
COLLATERAL. Grantor represents and warrants to Lender that:
Ownership. Grantor is the lawful owner of the Collateral free
and clear of all security interests, liens, encumbrances and
claims of others except as disclosed to and accepted by Lender
in writing prior to execution of this Agreement or as set
forth in the Loan 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 or the Loan 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, and its certificate or articles of
incorporation and bylaws do not prohibit any term or condition
of this Agreement.
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, except as otherwise provided in the Loan
Agreement:
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.
Proceeds from the Collateral. After the occurrence of an
Event of Default that is continuing, Lender may receive all
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
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. All cash dividends paid
in connection with the Collateral may be retained by the
Borrower, except if there is an Event of Default that is
continuing.
Application of Cash. At Lender's option, Lender may apply any
cash, whether included in the Collateral or received as
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 Proceeds or other property (except cash
dividends) due and to become due under the Collateral, and
Grantor authorizes and directs that Obligors, if Lender
exercises such option, to pay and deliver to Lender all
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. After the occurrence of an Event of
Default that is continuing, 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 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 on 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 any security interest
granted in this Agreement. This is a continuing Security
Agreement and will continue in effect until the Indebtedness
is paid in full.
EXPENDITURES BY LENDER. Except as otherwise provided in the Loan
Agreement, 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 may also (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 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. If an Event of Default occurs under the Loan
Agreement, such shall constitute an Event of Default under this
Agreement.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under
this Agreement, and may be continuing, at any time thereafter,
Lender may exercise any one or more of the following rights and
remedies:
Accelerate Indebtedness. Declare all Indebtedness, including
any prepayment penalty which Grantor would be required to pay,
immediately due and payable, without notice of any kind to
Grantor.
Collect the Collateral. Collect any of the Collateral and, at
Lender's option and to the extent permitted by applicable law,
retain possession of the Collateral while suing on the
Indebtedness.
Sell the Collateral. Sell the Collateral, at Lender's
discretion, as a unit or in parcels, at one or more public or
private sales. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Lender shall give or
mail to Grantor, or any of them, notice at least ten (10) days
in advance of the time and place of any public sale, or of the
date after which any private sale may be made. Grantor agrees
that any requirement f reasonable notice is satisfied if
Lender mails notice by ordinary mail addressed to Grantor, or
any of them, at the last address Grantor has given Lender in
writing. If a public sale is held, there shall be sufficient
compliance with all requirements of notice to the public by a
single publication in any newspaper of general circulation in
the county where the Collateral is located, setting forth the
time and place of sale and a brief description of the property
to be sold. Lender may be a purchaser at any public sale.
Register Securities. Register any securities included in the
Collateral in Lender's name and exercise any rights normally
incident to the ownership of securities.
Sell Securities. Sell any securities included in the
Collateral in a manner consistent with applicable federal and
state securities laws,notwithstanding any other provision of
this or any other agreement. If, because of restrictions
under such laws, Lender is or believes it is unable to sell
the securities in an open market transaction, Grantor agrees
that Lender shall have no obligation to delay sale until the
securities can be registered, and may make a private sale to
one or more persons or to a restricted group of persons, even
though such sale may result in a price that is less favorable
than might be obtained in an open market transaction, and such
a sale shall be considered commercially reasonable. If any
securities held as Collateral are "restricted securities" as
defined in the Rules of the Securities and Exchange Commission
(such as Regulation D or Rule 144) or state securities
departments under state "Blue Sky" laws, or if Grantor is an
affiliate of the issuer of the securities, Grantor agrees that
neither 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 and instruments in the name of Grantor and each
of them (if more than one) as shall be necessary or
reasonable.
Other Rights and Remedies. Have and exercise any or all of
the rights and remedies of a secured creditor under the
provisions of the Uniform Commercial Code, at law, in equity,
or otherwise.
Application of Proceeds. Apply any cash which is part of the
Collateral, or which is received from the collection or sale
of the Collateral, to reimbursement of any expenses, including
any costs for registration of securities, commissions incurred
in connection with a sale, attorney fees as provided below,
and court costs, whether or not there is a lawsuit and
including any fees on appeal, incurred by Lender in connection
with the collection and sale of such Collateral and to the
payment of the Indebtedness of Grantor to Lender, with any
excess funds to be paid to Grantor as the interests of Grantor
may appear. Grantor agrees, to the extent permitted by law,
to pay any deficiency after application of the proceeds of the
Collateral to the Indebtedness.
Cumulative Remedies. All of Lender's rights and remedies,
whether evidenced by this Agreement or by any other writing,
shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and an election to
make expenditures or to take action to perform an obligation
of Grantor under this Agreement, after Grantor's failure to
perform, shall not affect Lender's right to declare a default
and to exercise its remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
are a part of this Agreement:
Amendments. This Agreement, together with any Related
Documents, constitutes the entire understanding and agreement
of the parties as to the matters set forth in this Agreement.
No alteration of or amendment to this Agreement shall be
effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or
amendment.
Applicable Law. This Agreement has been delivered to Lender
and accepted by Lender in the State of Oklahoma. If there is
a lawsuit, Grantor agrees upon Lender's request to submit it
to the jurisdiction of the courts of Oklahoma County, the
State of Oklahoma. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Oklahoma.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand
all of Lender's costs and expenses, including reasonable
attorneys' fees and Lender's reasonable legal expenses,
incurred in connection with the enforcement of this Agreement.
Lender may pay someone else to help enforce this Agreement,
and Grantor shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender's attorneys'
fees and reasonable legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (and including efforts to modify or
vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Grantor also
shall pay all court costs and such additional fees as may be
directed by the court.
Caption Headings. Caption headings in this Agreement are for
convenience purposes only and are not to be used to interpret
or define the provisions of this Agreement.
Notices. All notices required to be given under this
Agreement shall be given in writing, may be sent by
telefacsimile, and shall be effective when actually delivered
or when deposited with a nationally recognized overnight
courier or deposited in the United States mail, first class,
postage prepaid, addressed to the party to whom the notice is
to be given at the address shown above. Any party may change
its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the
purpose of the notice is to change the party's address. To
the extent permitted by applicable law, if there is more than
one Grantor, notice to any Grantor will constitute notice to
all Grantors. For notice purposes, Grantor agrees to keep
Lender informed at all times of Grantor's current address(es).
Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be invalid or unenforceable as
to any person or circumstance, such finding shall not render
that provision invalid or unenforceable as to any other person
or circumstances. If feasible, any such offending provision
shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending
provision cannot be so modified, it shall be stricken and all
other provisions of this Agreement in all other respects shall
remain valid and enforceable.
Successor Interests. Subject to the limitations set forth
above on transfer of the Collateral, this Agreement shall be
binding upon and inure to the benefit of the parties, their
successors and assigns.
Waiver. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of
Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute
a waiver of Lender's right otherwise to demand strict
compliance with that provision or any other provision of this
Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver
of any of Lender's rights or of any of Grantor's obligations
as to any future transactions. Whenever the consent of Lender
is required under this Agreement, the granting of such consent
by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required
and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS PLEDGE
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
NOVEMBER 21, 1995.
GRANTOR:
SBL Corporation
/s/ Barry H. Golsen
By:________________________________
Barry H. Golsen, Vice President
===================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.20b(3) 1995 CFI
ProServices, Inc., All rights reserved. (OK-
E60E3.20F3.20P3.20SBL.LNC31.OVL)
MBEN:\K-M\LSB\13D\24A-EX20.CPA
SHAREHOLDER S AGREEMENT
THIS AGREEMENT made effective the 1st day of December, 1995,
by and among Sylvia Golsen ("Shareholder and the member of Group
1") and SBL Corporation ("Shareholder and the member of Group
2").
WHEREAS, the Shareholder owns stock of LSB Industries, Inc.
("LSB") and SBL Corporation ("SBL") (collectively referred to as
the "Shares"); and
WHEREAS, the Shareholders desire to promote and protect
their mutual interest by imposing certain restrictions and
obligations on the Shares owned or to be acquired by the
Shareholders or upon the sale of the Shares by the Shareholders.
WHEREAS, the parties shall be designated as follows:
Group 1
Sylvia Golsen
Group 2
SBL Corporation
NOW, THEREFORE, for mutual promises and adequate
consideration, the parties desire to and do hereby enter into the
following agreement.
1. Restriction on Transfer of Shares by Group 1. No
Shareholder in Group 1 or transferee of a Shareholder in Group 1,
or the estate or heirs of any Shareholder in Group 1 or
transferee thereof, shall dispose or transfer any of Shares to
any person or entity not in Group 1 without Group 2 Shareholders'
prior written consent, unless all such Shares are first offered
for sale to each of the Shareholders in Group 2 in the manner
provided below. Any purported transfer or disposition of Shares
in violation of the terms of this Agreement shall be null and
void.
Every such offer shall be made in writing, and shall state
that the Group 1 offeror offers to sell all (or a portion of) the
shares of LSB or SBL held or owned by him to the Shareholders in
Group 2. A copy of such offer shall be sent by certified mail,
return receipt requested, to each of the parties to this
Agreement who are then Shareholders in Group 2.
2. Purchase Price. For the purposes of this Agreement, the
purchase price of shares sold to Group 2 pursuant to the terms
set forth herein shall be as follows:
a. In the case of a sale of shares by Shareholder in
Group 1 to Group 2 due to involuntary transfer or legal
proceedings, including divorce, within the ten (10) years
following the effective date of this Agreement, the purchase
price of the shares from the disposing party shall be their
book value as shown by the balance sheet of the corporation
as at the close of the calendar year preceding the date of
offer subject to the definition of the term "book value"
hereinafter set forth, less an amount equal to any
investment in the corporation made by Shareholders in Group
2, less any amounts owed by Group 1 to any members of Group
2 and less a discount of 30%.
b. In the case of a sale by Shareholder in Group 1
for any reason after ten (10) years from the effective date
of this Agreement, the purchase price of the shares shall be
their "fair market value", the determination of which will
be made pursuant to the terms hereinafter set forth.
c. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall
be the average daily closing price of LSB shares on the NYSE
or successor national quotation service during the previous
twelve months prior to the date for which a value is being
determined, less a discount ("haircut") of 30%. For the
purpose of this calculation, only business days shall be
used to determine price and the number of days to be
considered.
3. Definition of Book Value
a. For the purposes of this Agreement, the book
value of the shares shall be determined by the corporation's
regular certified public accountant, pursuant to the
provisions of GAAP; however, there shall be no allowance of
any kind shall be made for the corporations' goodwill, trade
name, or intangible assets.
b. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall
be the average daily closing price of LSB shares on the NYSE
or successor national quotation service during the previous
twelve months prior to the date for which a value is being
determined, less a discount ("haircut") of 30%. For the
purpose of this calculation only business days shall be used
to determine price and the number of days to be considered.
The book value so determined by the certified public accountant
shall be binding and conclusive on all parties.
4. Definition of Fair Market Value.
a. For purposes of this Agreement, the fair market
value of the SBL shares shall be determined to be the price
at which the shares could be sold to a non-interested third
party taking into account a discount ("haircut") for a
minority interest, if applicable. This determination shall
be made by a certified appraisal service or accountant
selected by the Shareholders in Group 2.
b. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall
be the average price of LSB shares on the NYSE or successor
national quotation service during the previous twelve months
prior to the date for which a value is being determined,
less a discount ("haircut") for restricted stock of 30%. For
the purpose of this calculation only business days shall be
used to determine price and the number of days to be
considered.
5. Payment of Purchase Price. The purchase price of the
shares shall be paid in cash or a note over a period of five (5)
or more years as determined by the parties.
6. Option to Purchase Shares. Each shareholder entitled
to purchase shall have a period of ninety (90) days from the time
of such offer to accept all or part of such offer. The
acceptance shall be in writing.
7. Failure to Exercise Option. If any of the Shares so
offered for purchase by Shareholder in Group 1 are not accepted
by Shareholders in Group 2 within the period of time prescribed
herein, the provisions of this Agreement shall thereafter no
longer apply to the offerors unaccepted shares; provided,
however, that if the unaccepted shares are not sold to another
party, then the provisions of this Agreement will continue to
apply to such shares. If, however, a shareholder thereafter
acquires any additional SBL or LSB shares, such shares shall be
subject to all the provisions of this Agreement.
8. Endorsement on Share Certificate. All shares of SBL
and LSB issued and delivered to Sylvia Golsen or held by Sylvia
Golsen shall have endorsed thereon the following statement:
"The shares represented by this certificate are subject to
the rights and limitations of an agreement dated December 1,
1995, between Sylvia Golsen and SBL Corporation."
Even if this endorsement is not made, the terms and conditions of
this Agreement shall still remain in effect.
9. Binding Effect. This Agreement shall bind the parties
hereto, and their respective heirs, administrators, executors,
successors, and assigns any person or entity who purchases shares
from a Shareholder, provided that if the Shareholders in Group 1
dispose of their shares to a party that is not a member of Group
2, then the transferee of the shares will be bound by this
Agreement unless the Shareholders in Group 2 agree to waive the
provisions hereof in writing prior to such transfer.
10. Notices. All notices under this Agreement shall be
mailed to the parties at the following addresses:
Name Address
- ----------------------- -----------------------
Sylvia Golsen 1299 Glenbrook Terrace
Oklahoma City, OK 73116
SBL Corporation P.O. Box 705
Oklahoma City, OK 73107
Any party may change his mailing address by serving written
notice of such change and of such new address on all other
parties.
11. Entire Agreement. This Agreement supersedes all
agreements previously made between the parties relating to its
subject matter. There are no other understandings or agreements
between the parties regarding the matters covered herein. This
Agreement may only be amended by a writing signed by those
parties agreeing to such amendment.
12 Non-Waiver. No delay or failure by a party to exercise
any right under this Agreement, and no partial or single exercise
of that right, shall constitute a waiver of that or any other
right, unless otherwise expressly provided herein.
13. Headings. Headings in this Agreement are for
convenience only and shall not be used in interpret or construe
its provisions.
14. Governing Law. This Agreement shall be construed in
accordance with, and governed by, the laws of the state of
Oklahoma.
15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original.
16. Severability. If any part of this Agreement shall be
held unenforceable, the rest of this Agreement will nevertheless
remain in full force and effect.
17. Specific Enforcement. The parties hereto hereby
declare that it is impossible to measure in money the damages
which will accrue to a party hereto or to any of its or his
successors, heirs, personal representatives, or permitted assigns
by reason of a failure to perform any of the obligations under
this Agreement and agree that the terms of this Agreement shall
be, specifically enforceable in equity. If any party hereto or
its or his successors, heirs, personal representatives, or
permitted assigns institutes any action or proceeding to
specifically enforce the provisions hereof, any person against
whom such action or proceeding is brought hereby waives the claim
or defense therein that such party or personal representative has
an adequate remedy at law, and such person shall not urge in any
action or proceeding the claim or defense that such remedy at law
exists. It is, therefore, agreed that in the event that any
breach or threatened breach by any of the Shareholders of any of
the terms and conditions set forth herein, any of the other
parties hereto shall be entitled, in addition to any and all
other rights and remedies which it or they may have in law or in
equity, to apply for and obtain injunctive relief requiring the
defaulting party or party threatening to default to be restrained
from any such breach, threatened breach or to refrain from a
continuation of any actual or threatened breach.
18. Securities Law Compliance. Notwithstanding any other
provision hereof, no transfer shall be permitted or is intended
to be permitted hereby which would require any party to file any
registration statement under the Securities Act of 1933, as
amended, or any state's securities laws.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement and intend such Agreement to be in full force and
effect the 1st day of December, 1995.
/s/ Sylvia Golsen
------------------
SYLVIA GOLSEN
SBL CORPORATION
/s/ Steven J. Golsen
By:----------------------
Steven J. Golsen, Vice President
2\agrmnt\sharhold.syl
SHAREHOLDER'S AGREEMENT
THIS AGREEMENT made effective the 1st day of December, 1995,
by and among Jack E. Golsen ( Shareholder and the member of Group
1") and Sylvia Golsen and SBL Corporation ("Shareholders and the
members of Group 2").
WHEREAS, the Shareholder owns stock of LSB Industries, Inc.
("LSB") and SBL Corporation ("SBL") (collectively referred to as
the "Shares"); and
WHEREAS, the Shareholders desire to promote and protect their
mutual interest by imposing certain restrictions and obligations on
the Shares owned or to be acquired by the Shareholders or upon the
sale of the Shares by the Shareholders.
WHEREAS, the parties shall be designated as follows:
Group 1
Jack E. Golsen
Group 2
Sylvia Golsen
SBL Corporation
NOW, THEREFORE, for mutual promises and adequate
consideration, the parties desire to and do hereby enter into the
following agreement.
1. Restriction on Transfer of Shares by Group 1. No
Shareholder in Group 1 or transferee of a Shareholder in Group 1,
or the estate or heirs of any Shareholder in Group 1 or transferee
thereof, shall dispose or transfer any of Shares to any person or
entity not in Group 1 without Group 2 Shareholders' prior written
consent, unless all such Shares are first offered for sale to each
of the Shareholders in Group 2 in the manner provided below. Any
purported transfer or disposition of Shares in violation of the
terms of this Agreement shall be null and void.
Every such offer shall be made in writing, and shall state
that the Group 1 offeror offers to sell all (or a portion of) the
shares of LSB or SBL held or owned by him to the Shareholders in
Group 2. A copy of such offer shall be sent by certified mail,
return receipt requested, to each of the parties to this Agreement
who are then Shareholders in Group 2.
2. Purchase Price. For the purposes of this Agreement, the
purchase price of shares sold to Group 2 pursuant to the terms set
forth herein shall be as follows:
a. In the case of a sale of shares by Shareholder in
Group 1 to Group 2 due to involuntary transfer or legal
proceedings, including divorce, within the ten (10) years
following the effective date of this Agreement, the purchase
price of the shares from the disposing party shall be their
book value as shown by the balance sheet of the corporation as
at the close of the calendar year preceding the date of offer
subject to the definition of the term "book value" hereinafter
set forth, less an amount equal to any investment in the
corporation made by Shareholders in Group 2, less any amounts
owed by Group 1 to any members of Group 2 and less a discount
of 30%.
b. In the case of a sale by Shareholder in Group 1 for
any reason after ten (10) years from the effective date of
this Agreement, the purchase price of the shares shall be
their "fair market value", the determination of which will be
made pursuant to the terms hereinafter set forth.
c. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall be
the average daily closing price of LSB shares on the NYSE or
successor national quotation service during the previous
twelve months prior to the date for which a value is being
determined, less a discount ("haircut") of 30%. For the
purpose of this calculation, only business days shall be used
to determine price and the number of days to be considered.
3. Definition of Book Value.
a. For the purposes of this Agreement, the book value
of the shares shall be determined by the corporation's regular
certified public accountant, pursuant to the provisions of
GAAP; however, there shall be no allowance of any kind shall
be made for the corporations' goodwill, trade name, or
intangible assets.
b. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall be
the average daily closing price of LSB shares on the NYSE or
successor national quotation service during the previous
twelve months prior to the date for which a value is being
determined, less a discount ("haircut") of 30%. For the
purpose of this calculation only business days shall be used
to determine price and the number of days to be considered.
The book value so determined by the certified public accountant
shall be binding and conclusive on all parties.
4. Definition of Fair Market Value.
a. For purposes of this Agreement, the fair market
value of the SBL shares shall be determined to be the price at
which the shares could be sold to a non-interested third party
taking into account a discount ("haircut") for a minority
interest, if applicable. This determination shall be made by
a certified appraisal service or accountant selected by the
Shareholders in Group 2.
b. Notwithstanding any other provision herein, the
value of LSB shares held by any of the parties hereto shall be
the average price of LSB shares on the NYSE or successor
national quotation service during the previous twelve months
prior to the date for which a value is being determined, less
a discount ("haircut") for restricted stock of 30%. For the
purpose of this calculation only business days shall be used
to determine price and the number of days to be considered.
5. Payment of Purchase Price. The purchase price of the
shares shall be paid in cash or a note over a period of five (5) or
more years as determined by the parties.
6. Option to Purchase Shares. Each shareholder entitled to
purchase shall have a period of ninety (90) days from the time of
such offer to accept all or part of such offer. The acceptance
shall be in writing.
7. Failure to Exercise Option. If any of the Shares so
offered for purchase by Shareholder in Group 1 are not accepted by
Shareholders in Group 2 within the period of time prescribed
herein, the provisions of this Agreement shall thereafter no longer
apply to the offerors unaccepted shares; provided, however, that if
the unaccepted shares are not sold to another party, then the
provisions of this Agreement will continue to apply to such shares.
If, however, a shareholder thereafter acquires any additional SBL
or LSB shares, such shares shall be subject to all the provisions
of this Agreement.
8. Endorsement on Share Certificate. All shares of SBL and
LSB issued and delivered to Jack E. Golsen or held by Jack E.
Golsen shall have endorsed thereon the following statement:
"The shares represented by this certificate are subject to the
rights and limitations of an agreement dated December 1, 1995,
between Jack E. Golsen, Sylvia Golsen and SBL Corporation."
Even if this endorsement is not made, the terms and conditions of
this Agreement shall still remain in effect.
9. Binding Effect. This Agreement shall bind the parties
hereto, and their respective heirs, administrators, executors,
successors, and assigns any person or entity who purchases shares
from a Shareholder, provided that if the Shareholders in Group 1
dispose of their shares to a party that is not a member of Group 2,
then the transferee of the shares will be bound by this Agreement
unless the Shareholders in Group 2 agree to waive the provisions
hereof in writing prior to such transfer.
10. Notices. All notices under this Agreement shall be
mailed to the parties at the following addresses:
Name Address
- ----------------------- ------------------------
Jack E. Golsen 1299 Glenbrook Terrace
Oklahoma City, OK 73116
Sylvia Golsen 1299 Glenbrook Terrace
Oklahoma City, OK 73116
SBL Corporation P.O. Box 705
Oklahoma City, OK 73107
Any party may change his mailing address by serving written notice
of such change and of such new address on all other parties.
11. Entire Agreement This Agreement supersedes all
agreements previously made between the parties relating to its
subject matter. There are no other understandings or agreements
between the parties regarding the matters covered herein. This
Agreement may only be amended by a writing signed by those parties
agreeing to such amendment.
12. Non-Waiver. No delay or failure by a party to exercise
any right under this Agreement, and no partial or single exercise
of that right, shall constitute a waiver of that or any other
right, unless otherwise expressly provided herein.
13. Headings. Headings in this Agreement are for
convenience only and shall not be used in interpret or construe its
provisions.
14. Governing Law. This Agreement shall be construed in
accordance with, and governed by, the laws of the state of
Oklahoma.
15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original.
16. Severability. If any part of this Agreement shall be
held unenforceable, the rest of this Agreement will nevertheless
remain in full force and effect.
17. Specific Enforcement. The parties hereto hereby declare
that it is impossible to measure in money the damages which will
accrue to a party hereto or to any of its or his successors, heirs,
personal representatives, or permitted assigns by reason of a
failure to perform any of the obligations under this Agreement and
agree that the terms of this Agreement shall be, specifically
enforceable in equity. If any party hereto or its or his
successors, heirs, personal representatives, or permitted assigns
institutes any action or proceeding to specifically enforce the
provisions hereof, any person against whom such action or
proceeding is brought hereby waives the claim or defense therein
that such party or personal representative has an adequate remedy
at law, and such person shall not urge in any action or proceeding
the claim or defense that such remedy at law exists. It is,
therefore, agreed that in the event that any breach or threatened
breach by any of the Shareholders of any of the terms and
conditions set forth herein, any of the other parties hereto shall
be entitled, in addition to any and all other rights and remedies
which it or they may have in law or in equity, to apply for and
obtain injunctive relief requiring the defaulting party or party
threatening to default to be restrained from any such breach,
threatened breach or to refrain from a continuation of any actual
or threatened breach.
18. Securities Law Compliance. Notwithstanding any other
provision hereof, no transfer shall be permitted or is intended to
be permitted hereby which would require any party to file any
registration statement under the Securities Act of 1933, as
amended, or any state's securities laws.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement and intend such Agreement to be in full force and effect
the 1st day of December, 1995.
/s/ Jack E. Golsen /s/ Sylvia Golsen
____________________ ______________________
JACK E. GOLSEN SYLVIA GOLSEN
SBL CORPOPATION
/s/ Steven J. Golsen
By:____________________________
Steven J. Golsen, Vice President
2\agrmnt\sharhold.jeg
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.