View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 17, 1997
__________________
LSB INDUSTRIES, INC.
____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-7677 73-1015226
__________________ __________________ ____________________
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
16 South Pennsylvania, Oklahoma City, Oklahoma 73107
______________________________________________ _______________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 235-4546
________________
Not applicable
____________________________________________________________
(Former name or former address, if changed since last report)
Item 5. Other Events.
_____________
On October 17, 1997, Prime Financial Corporation ("Prime"), a
subsidiary of the Registrant borrowed the principal amount of
$3,000,000.00 from SBL Corporation ("SBL"). The loan is payable on
demand with interest paid monthly in arrears at a variable interest
rate equal to the Wall Street Journal Prime Rate plus two percent
(2%) per annum. The Registrant has guaranteed the payment of the
loan. The purpose of the loan is to assist the Registrant by
providing additional liquidity. The shareholders of SBL are the
following members of the immediate family of Jack E. Golsen, the
Chairman of the Board, Chief Executive Officer and President of the
Registrant.
Item 7. Financial Statements and Exhibits.
__________________________________
(c) Exhibits.
10.1 Promissory Note, dated October 17, 1997, between
the Prime Financial Corporation and SBL
Corporation.
10.2 Limited Guaranty, dated October 17, 1997, executed
by LSB Industries, Inc.
SIGNATURES
___________
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: October 29, 1997.
LSB INDUSTRIES, INC.
By: /s/ David R. Goss
________________________
David R. Goss
Senior Vice President
-2-
MBEN:\K-M\LSB\8K\8K1029.E1
PROMISSORY NOTE - Fixed or Variable Rate - Commercial
DEBTOR(S) NAME AND ADDRESS NOTE NO. DATE OF NOTE
Prime Financial Corporation 1 10/17/97
16 South Pennsylvania _______________________________
Oklahoma City, Oklahoma 73107 MATURITY DATE PRINCIPAL AMOUNT
On Demand $3,000,000.00
___________________________________________________________________
CUSTOMER NUMBER [X] NEW LOAN OFFICER
[ ] RENEWAL OF LOAN(S) NUMBER
___________________________________________________________________
[ ]FIXED INTEREST RATE [X] VARIABLE INTEREST RATE
PER ANNUM INDEX Wall Street Journal Prime
plus 2% adjusted date)
_________________________________________________________________
PRESENT INDEX RATE ___________________%
MARGIN OVER INDEX ___________________%
INITIAL PER ANNUM RATE__________________%
_________________________________________________________________
PROMISE TO PAY. For value received, the undersigned Debtor,
whether one or more, and jointly and severally if more than one,
agrees to the terms of this Note and promises to pay to the order
of the Lender named below at its place of business as indicated in
this Note or at such other place as may be designed in writing by
Lender, the Principal Amount of this Note together with interest on
the unpaid Principal Amount until Maturity at the per annum
interest rate or rates stated above and according to the Payment
Terms stated in this Note. Interest on this Note is calculated on
the actual number of days elapsed on a basis of a 360 day year
unless otherwise indicated above. For purposes of computing
interest and determining the date principal and interest payments
are received, all payments will be deemed made only when received
in collected funds. Payments are applied first to accrued and
unpaid interest and other charges, and then to unpaid Principal
Amount. In this Note, "Debtor" includes any party liable under
this Note, including endorsers, co-makers, guarantors and
otherwise, and "Lender" include all subsequent holders.
VARIABLE RATE. If this is a Variable Rate transaction as indicted
above, the interest rate shall vary from time to time with changes
(whether increases or decreases) in the Index Rate shown above.
The interest rate on this Note will be the Index Rate plus a
Margin, if any, as indicated above. Each change will become
effective on the same date the Index Rate changes unless a
difference effective date is indicated above. If the Index Rate is
Lender's base or prime rate, it is determined by Lender in its sole
discretion, primarily on a basis of its cost of funds, is not
necessarily the lowest rate Lender is charging its customers, and
is not necessarily a published rate.
PAYMENTS NOT MADE WHEN DUE. Any principal and/or interest amount
not paid when due shall bear interest at a rate 6 percent per annum
greater than the per annum interest rate prevailing on this Note at
the time the unpaid amount came due, but in no event at a rate less
than 15 percent per annum. In addition or in the alternative to
the interest rate provided for in this paragraph Lender may assess
a charge of $10.00 times the number of days late to cover costs of
past due notices and other added expenses. In no event shall the
interest rate and related charges either before or after maturity
be greater than permitted by law.
ALL PARTIES PRINCIPALS. All Debtors shall each be regarded as a
principal and each Debtor agrees that any party to this Note, with
Lender's approval and without notice to any other party, may from
time to time renew this Note or consent to one or more extensions
or deferrals of the Maturity Date for any term(s) or to any other
modification(s), and all Debtors shall be liable in same manner as
on the original note.
ADVANCES AND PAYMENTS. It is agreed that the sum of all advances
under this Note may exceed the Principal Amount as shown above, but
the unpaid balance shall never exceed said Principal Amount.
Advances and payments on this Note shall be recorded on records of
Lender and such records shall be prima facie evidence of such
advances, payments and unpaid principal balance. Subsequent
advances and the procedures described in this Note shall not be
construed or interpreted as granting a continuing line of credit
for Principal Amount. Lender reserves the right to apply any
payment by Debtor, or for account of Debtor, toward this Note or
any other obligation of Debtor to Lender.
PREPAYMENT. Except as otherwise provided in this Note, Debtor
shall have the right to prepay all or any part of principal due
under this Note at any time without penalty, subject to the
following conditions: (a) all interest must be paid through the
date of any prepayment; and (b) if this Note provides for monthly
or other periodic payments, there will be no changes in the due
dates or amounts following any partial prepayment unless Lender
agrees to such changes in writing.
COLLATERAL. This Note and all other obligations of Debtor to
Lender, including renewals and extensions, are secured by all
collateral securing this Note and by all other security interests
and mortgages previously or later granted to Lender and by all
money, deposits and other property owned by any debtor and in
Lender's possession or control.
ACCELERATION. At option of Lender, the unpaid balance of this Note
and all other obligations of Debtor to Lender, whether direct or
indirect, absolute or contingent, now existing or later arising,
shall become immediately due and payable without notice or demand,
upon or after the occurrence or existence of any of the following
events or conditions: (a) any payment required by this Note or by
any other note or obligation of Debtor to Lender or to others is
not made when due, or any event or condition occurs or exists which
results in acceleration of the maturity of any Debtor's obligation
to Lender or to others under any promissory note, agreement or
undertaking; (b) Debtor defaults in performing any covenant,
obligation, warranty or provision contained in any loan agreement
or in any instrument or document securing or relating to this Note
or any other note or obligation of Debtor to Lender or to others;
(c) any warranty, representation, financial information or
statement made or furnished to Lender by or on behalf of Debtor
proves to have been false in any material respect when made or
furnished; (d) any levy, seizure, garnishment or attachment is made
against any asset of any Debtor; (e) Lender determines, and any
time and in Lender's sole discretion, that the prospect of payment
of this Note is impaired; (f) whenever, in Lender's sole judgment,
the collateral for the debt evidenced by this Note becomes
unsatisfactory or insufficient either in character or value and,
upon request, Debtor fails to provide additional collateral as
required by Lender; (g) all or any part of the collateral for the
debt evidenced by this Note is lost, stolen, substantially damaged
or destroyed; (h) death, incompetency, dissolution, change in
ownership or senior management, or termination of existence of any
Debtor; or (i) a receiver is appointed over all or part of any
Debtor's property, or any Debtor makes an assignment for the
benefit of creditors, files for relief under any bankruptcy or
insolvency laws, or becomes subject to an involuntary proceeding
under such laws.
RIGHT OF OFFSET. Except as otherwise restricted by law, any
indebtedness due from Lender to Debtor, including, without
limitation, any deposits or credit balances due from Lender, is
pledged to secure payment of this Note and any other obligation to
Lender to Debtor, and may at any time while the whole or any part
of such obligation(s) remain(s) unpaid, either before or after
Maturity of this Note, be set off, appropriated, held or applied
toward the payment of this Note or any other obligation to Lender
by any Debtor.
ADDITIONAL PROVISIONS. (1) Debtor agrees, if requested, to furnish
to Lender copies of income tax returns as well as balance sheets
and income statements for each fiscal year following Date of Note
and at more frequent intervals as Lender may require. (2) No
waiver by Lender of any payment or other right under this Note any
related agreements or documentation shall operate as a waiver of
any other payments or right. All Debtors waive presentment, notice
of acceleration, notice of dishonor and protest and consent to
substitutions, releases and failure to perfect as to collateral and
to additions or releases of any Debtor. (3) This Note and the
obligations evidenced by it are to be construed and governed by the
laws of the state indicated in Lender's address shown in this Note.
(4) All Debtors agree to pay costs of collection, including, as
allowed by law, an attorney's fee equal to a minimum of 15% of all
sums due upon default or such other maximum fee as allowed by law.
(5) All parties signing below acknowledge receiving a complete
copy of this Note and related documents, which contain the complete
and entire agreement between Lender and any party liable for
payment under this Note. No variation, condition, modification,
change or amendment to this Note or related documents shall be
binding unless in writing and signed by all parties. No legal
relationship is created by the execution of this Note and related
documents except that of debtor and creditor or as stated in
writing.
________________________________________________________________
LENDER NAME AND ADDRESS DEBTOR(S) SIGNATURE
________________________________________________________________
SBL Corporation Prime Financial Corporation
Post Office Box 705
Oklahoma City, Oklahoma 73101-0705 by: /s/ Tony M. Shelby,
V.P.
LIMITED GUARANTY
In consideration of SBL Corporation ("SBL"), an Oklahoma
corporation, extending credit to Prime Financial Corporation
("PFC"), an Oklahoma corporation and subsidiary of LSB Industries,
Inc. ("Guarantor"), a Delaware corporation, the Guarantor, on this
17th day of October, 1997, does hereby guarantee PFC's payment
obligations to SBL and all renewals and extensions thereof arising
under that certain Promissory Note dated October 17th, 1997, in the
principal amount of Three Million and No/100 Dollars
($3,000,000.00), made by PFC in favor of SBL. The obligations of
the Guarantor under this Guaranty shall be enforceable by SBL only
after PFC has defaulted in the performance of its payment
obligations to SBL, and notice of such default has been given to
the Guarantor by SBL.
This Guaranty will expire upon the full performance of the
payment obligations of PFC to SBL.
The Guarantor acknowledges to SBL that PFC is a wholly owned
subsidiary of the Guarantor and is therefore directly and
financially interested in PFC and its business and the
consideration of this Guaranty.
This Guaranty shall be binding upon the undersigned Guarantor,
its heirs, legal representatives, successors and assigns, and shall
inure to the benefit of SBL and its successors and assigns.
In witness whereof, this Guaranty is executed and delivered as
of the date above indicated.
LSB Industries, Inc.
Attest:
/s/ David Shear By: /s/ David R. Goss
________________________________ __________________________
Secretary Title: SVP
_________________________