0000057187-95-000007.txt : 19950809 0000057187-95-000007.hdr.sgml : 19950809 ACCESSION NUMBER: 0000057187-95-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950808 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE STEEL CO /DE/ CENTRAL INDEX KEY: 0000057187 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 430368310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03855 FILM NUMBER: 95559696 BUSINESS ADDRESS: STREET 1: ONE METROPOLITAN SQ CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144251400 MAIL ADDRESS: STREET 1: ONE METROPOLITAN SQ CITY: ST LOUIS STATE: MO ZIP: 63102 10-Q 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .................... to .................... Commission File Number 0-3855 LACLEDE STEEL COMPANY ............................................................................... (Exact name of Registrant as specified in its charter) Delaware 43-0368310 ....................................... ..................................... (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. One Metropolitan Square, St. Louis, Missouri 63102 ............................................................................... (Address of principal executive offices) (Zip code) 314-425-1400 ............................................................................... (Registrant's telephone number, including area code) ............................................................................... (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of July 25, 1995 there were 4,056,140 shares of $13.33 par value common stock outstanding. 2 LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (In Thousands Except Per Share Data)
Second Quarter Ended Year to Date June 30, June 30, -------------------- -------------------- 1995 1994 1995 1994 --------- --------- --------- --------- Net sales $ 80,858 $ 80,559 $168,185 $165,256 Costs and expenses: Cost of products sold 70,807 72,457 146,922 150,071 Selling, general and administrative 3,502 3,168 7,131 6,550 Depreciation 2,087 1,926 4,003 3,853 Interest expense, net 2,524 1,572 4,701 3,134 Gain on sale of stock of subsidiary (728) -- (728) -- --------- --------- --------- --------- Total costs and expenses 78,192 79,123 162,029 163,608 --------- --------- --------- --------- Earnings before income taxes 2,666 1,436 6,156 1,648 Provision for income taxes 882 574 2,278 659 --------- --------- --------- --------- Net earnings before minority interest 1,784 862 3,878 989 Minority interest (2) -- (2) -- --------- --------- --------- --------- Net earnings 1,782 862 3,876 989 Retained earnings at beginning of period 9,916 3,487 7,822 3,360 --------- --------- --------- --------- Retained earnings at end of period $ 11,698 $ 4,349 $ 11,698 $ 4,349 ========= ========= ========= ========= Net earnings per share $ 0.44 $ 0.21 $ 0.96 $ 0.24 ========= ========= ========= =========
- 1 - 3 LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (In Thousands)
Jun. 30, Dec. 31, 1995 1994 ---------- ---------- Current Assets: Cash and cash equivalents $ 159 $ 159 Accounts receivable, less allowances 40,155 45,587 Prepaid expenses 416 1,202 Income taxes recoverable -- 546 Inventories: Finished 59,670 45,407 Semi-finished 32,319 26,193 Raw materials 7,999 15,853 Supplies 15,377 15,013 ---------- ---------- Total inventories 115,365 102,466 ---------- ---------- Total Current Assets 156,095 149,960 ---------- ---------- Non-Current Assets: Intangible assets 20,029 21,101 Bond funds in trust 2,385 2,385 Prepaid pension contributions 17,824 17,795 Deferred income taxes 20,633 21,726 Other 3,312 3,522 ---------- ---------- Total Non-Current Assets 64,183 66,529 ---------- ---------- Plant and Equipment, at cost 261,329 256,237 Less - accumulated depreciation 133,263 129,475 ---------- ---------- Net Plant and Equipment 128,066 126,762 ---------- ---------- Total Assets $ 348,344 $ 343,251 ========== ==========
- 2 - 4 LIABILITIES AND STOCKHOLDERS' EQUITY
Jun. 30, Dec. 31, 1995 1994 ---------- ---------- Current Liabilities: Accounts payable $ 31,769 $ 36,462 Accrued compensation 8,041 9,798 Current portion of long-term debt 2,439 2,484 Accrued costs of pension plans 9,290 9,830 Other 2,438 2,480 ---------- ---------- Total Current Liabilities 53,977 61,054 ---------- ---------- Non-Current Liabilities: Accrued costs of pension plans 39,610 41,413 Accrued postretirement medical benefits 79,289 79,180 Other 6,768 7,060 ---------- ---------- Total Non-Current Liabilities 125,667 127,653 ---------- ---------- Long-Term Debt: Bank agreement 82,307 74,301 Revenue bonds 26,500 26,500 Other long 2,000 -- ---------- ---------- Total Long-Term Debt 110,807 100,801 ---------- ---------- Minority Interest 274 -- ---------- ---------- Stockholders' Equity: Preferred stock, without par value, authorized 2,000,000 shares with none issued -- -- Common stock, $13.33 par value, authorized 5,000,000 shares with 4,056,140 shares issued 54,081 54,081 Capital in excess of par value 247 247 Retained earnings 11,698 7,822 Minimum pension liability adjustment (8,407) (8,407) ---------- ---------- Total Stockholders' Equity 57,619 53,743 ---------- ---------- Total Liabilities and Stockholders' Equity $ 348,344 $ 343,251 ========== ==========
-3- 5 LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)
Six Months Ended June 30, 1995 1994 ---------- ---------- Cash flows from operating activities: Net earnings $ 3,876 $ 989 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation 4,003 3,853 Change in deferred income taxes 1,093 579 Gain on sale of stock of subsidiary (728) -- Undistributed minority interest 2 -- Changes in assets and liabilities that provided (used) cash: Accounts receivable 5,432 8,519 Inventories (12,899) 1,091 Accounts payable and accrued expenses (5,452) (2,274) Pension cost less than funding (1,372) (1,510) Accrued postretirement medical benefits 109 800 Other assets and liabilities 442 (409) ---------- ---------- Net cash provided by (used in) operating activities (5,494) 11,638 ---------- ---------- Cash flows from investing activities: Capital expenditures (5,290) (6,279) ---------- ---------- Net cash used in investing activities (5,290) (6,279) ---------- ---------- Cash flows from financing activities: Net borrowings (repayments) under revolving credit 8,722 (7,500) Payments on long-term debt (761) (142) Proceeds from long term debt 2,000 -- Proceeds from sale of stock of subsidiary 1,000 -- Proceeds from bond funds in trust -- 1,546 Payment of financing costs (177) -- ---------- ---------- Net cash provided by (used in) financing activities 10,784 (6,096) ---------- ---------- Cash and cash equivalents: Net increase (decrease) during the period -- (737) At beginning of year 159 894 ---------- ---------- At end of period $ 159 $ 157 ========== ==========
- 4 - 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - GENERAL The accompanying unaudited consolidated financial statements include the accounts of Laclede Steel Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The consolidated financial statements reflect all adjustments (such adjustments are of a normal recurring nature unless otherwise disclosed in these interim financial statements) which are in the opinion of Management necessary for a fair statement of the results for the interim periods. NOTE 2 - EARNINGS PER SHARE Earnings per share have been calculated based on weighted average shares outstanding of 4,056,140. NOTE 3 - INCOME TAXES The provision for income taxes represents an effective combined federal and state tax rate of 40% for both years. - 5 - 7 ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Earnings of $3.9 million plus $4.0 million in depreciation charges and deferred income taxes of $1.1 million increased cash flow by $9.0 million in the first half of 1995. Operating activities, however, used $5.5 million in cash, reflecting a $12.9 million increase in inventories. Working capital increased by $13.2 million in the first half of 1995 and the ratio of current assets to current liabilities was 2.9 to 1.0 at June 30, 1995. Capital expenditures totaled $5.3 million in the first six months of 1995. Second quarter 1995 cash flows from financing activities reflect transactions of the Company's subsidiary, Laclede Mid-America, Inc. including $1.0 million from the sale of approximately 3% of the stock of the subsidiary and a $2 million term loan. These funds will be used for modifications at the Fremont, Indiana Plant in connection with the new venture to produce oil tempered wire for suspension springs for the automotive market. See Note 2 to the Consolidated Financial Statements. At June 30, 1995, $82.3 million in borrowings were outstanding under the Company's Loan and Security Agreement. Approximately $15.0 million was available under this Agreement at June 30, 1995, after deducting $2.6 million in outstanding letters of credit. Low shipments in July reduced accounts receivable balances which affect revolving credit availability under terms of the Agreement. At July 31, 1995 $9.0 million was available after deducting outstanding letters of credit. Management believes that sales will increase to more normal levels and, accordingly, internally generated funds and existing banking arrangements should be adequate to finance planned capital expenditures, which will be approximately $15.0 million in 1995. In the event that sales do not return to more normal levels in the short-term, certain capital expenditures will be delayed. Results of Operations Net sales increased by $2.9 million or 1.8% in the first half of 1995 compared to the first half of 1994, primarily as the result of a 6.1% increase in average selling prices for steel products. Total steel shipments declined by 4.5%, but with an improved product mix. Cost of products sold declined by $3.1 million or 2.1% in the first half of 1995 compared to the first half of 1994. The decrease in cost of products sold was proportionately less than the decline in shipments, reflecting higher ferrous scrap costs partially offset by productivity improvements throughout Company operations. - 6 - 8 Second quarter 1995 net sales were only slightly higher than the 1994 quarter due to a 4.3% decline in shipments offset by higher sales prices and a better product mix. Second quarter cost of products sold declined by only 2.3% due to higher scrap and overhead costs. The increase in interest expense in the first half of 1995 is primarily the result of an increase in bank borrowings and an increase in the average interest rate of approximately 240 basis points. See Note 2 to the Consolidated Financial Statements for explanation of the gain on sale of stock of subsidiary. - 7 - 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits (4)(a) Registrant's Loan and Security Agreement dated as of September 7, 1994. (Incorporated by reference to Exhibit (4)(a) in Registrant's quarterly report on Form 10-Q for September 30, 1994.) (4)(b) First Amendment dated February 15, 1995 to Registrant's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(b) in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.) (4)(c) Second Amendment dated May 10, 1995 to Registrant's Loan and Security Agreement. (4)(d) Third Amendment dated June 1, 1995 to Registrant's Loan and Security Agreement. Instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10% of the total consolidated assets of the Registrant. Registrant hereby agrees to furnish a copy of any such instrument to the Commission upon its request. (b) Reports on Form 8-K. No reports on Form 8-K have been filed during the quarter. - 8 - 10 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LACLEDE STEEL COMPANY .................................................. (Registrant) /S/ Michael H. Lane .................................................. Michael H. Lane Vice President - Finance Treasurer and Secretary Duly Authorized Officer and Principal Financial Officer Date: August 7, 1995 EX-4.C 2 1 EXHIBIT 4(c) AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 7, 1994 THIS AMENDMENT NO. 2 dated as of May 10, 1995 (this "Amendment") is entered into among BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation ("BABC"), THE BANK OF NEW YORK COMMERCIAL CORPORATION, a New York corporation ("BNYCC"), THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking association ("Boatmen's") (BABC, BNYCC and Boatmen's and their respective successors and assigns being sometimes hereinafter referred to collectively as the "Lenders" and each of BABC, BNYCC and Boatmen's and its successors and assigns being sometimes hereinafter referred to individually as a "Lender"), BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation, as agent for the Lenders (in such capacity as agent, the "Agent"), LACLEDE STEEL COMPANY, a Delaware corporation (the "Parent"), and LACLEDE CHAIN MANUFACTURING COMPANY, a Delaware corporation ("Laclede Chain"), and LACLEDE MID AMERICA INC., an Indiana corporation ("Laclede Mid America") (the Parent, Laclede Chain and Laclede Mid America being sometimes hereinafter referred to collectively as the "Borrowers" and each of the Parent, Laclede Chain and Laclede Mid America being sometimes hereinafter referred to individually as a "Borrower"). W I T N E S S E T H: WHEREAS, the Borrowers, the Lenders and the Agent are parties to a certain Loan and Security Agreement dated as of September 7, 1994 (the "Loan Agreement"); and WHEREAS, the Loan Agreement was amended by Amendment No. 1 dated as of February 15, 1995 to Loan and Security Agreement dated as of September 7, 1994 (the Loan Agreement, as so amended, being hereinafter referred to as the "Amended Loan Agreement," capitalized terms used herein without definition having the meanings given such terms in the Amended Loan Agreement); and WHEREAS, the Borrowers, the Lenders and the Agent have agreed to further amend the Amended Loan Agreement on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree as follows: Section 1. Amendment of the Amended Loan Agreement. Effective as of May 10, 1995, subject to the fulfillment of the conditions precedent set forth in Section 2 below, the Amended Loan Agreement is hereby amended as follows: (a) Clause (c) of the definition of "Permitted Liens" contained in the Amended Loan Agreement is hereby deleted and the following is substituted therefor: (c) Liens upon Equipment granted in connection with the acquisition of such Equipment by the applicable Borrower after the Closing Date (including, without limitation, pursuant to Capital Leases), provided that (i) except with respect to expenditures in connection with (A) the implementation of a new ladle furnace and related melt shop and rolling mill Equipment for the Parent's 2 Alton steel mill plant located in Alton, Illinois, and (B) the improvements being undertaken by Laclede Mid America at its Fremont, Indiana plant to facilitate the production of high tensile oil tempered wire for cold wound suspension springs, the cost of each such acquisition constitutes a Capital Expenditure permitted by Section 8.22, (ii) the Debt incurred to finance each such acquisition is permitted by Section 8.13, and (iii) each such Lien attached only to the Equipment acquired with the Debt secured thereby; (b) SCHEDULE 5.3 is restated so that it shall henceforward read in its entirety as set forth on SCHEDULE 5.3 hereto. (c) Section 8.13 is amended by changing the period at the end of that section to a semicolon and inserting the following: and (h) Debt in a principal amount not to exceed $2,000,000 incurred to Nissho Iwai American Corporation, or one of its affiliates, incident to improvements being undertaken by Laclede Mid America at its Fremont, Indiana plant to facilitate the production of high tensile oil tempered wire for cold wound suspension springs, provided, that such Debt shall (i) have a final maturity not less than that of the Term Loans, (ii) have an average life of at least three years, (iii) contain covenants, including financing covenants, no more restrictive than those contained in this Agreement, and (iv) be incurred pursuant to documentation in form and substance otherwise satisfactory to the Majority Lenders. Section 2. Conditions to Amendment. This Amendment shall become effective upon the receipt by the Agent, by facsimile transmission, of counterparts of this Amendment executed by each Borrower and each Lender, and the execution of this Amendment by the Agent. Section 3. Covenants. Each Borrower and each Lender shall furnish to the Agent, as soon as possible following the date of this Amendment, six (6) original counterparts of this Amendment, executed by such party. Section 4. Representations and Warranties. Each Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, (ii) the representations and warranties contained in the Amended Loan Agreement are correct in all material respects as though made on and as of the date of this Amendment, and (iii) no event of Default has occurred and is continuing. Section 5. Reference to and Effect on the Amended Loan Agreement. (a) Upon the effectiveness of this Amendment, each reference in the Amended Loan Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like import shall mean and be a reference to the Amended Loan Agreement, as amended hereby, and each reference to the Amended Loan Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Amended Loan Agreement shall mean and be a reference to the Amended Loan Agreement, as amended hereby. 3 (b) Except as specifically amended above, the Amended Loan Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Amended Loan Agreement, nor constitute a waiver of any provision of the Amended Loan Agreement, except as specifically set forth herein. Section 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Section 7. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of laws provisions) of the State of Illinois. Section 8. Section Titles. The section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of May 10, 1995. LACLEDE STEEL COMPANY by Michael H. Lane ......................................... Vice President LACLEDE CHAIN MANUFACTURING COMPANY by Michael H. Lane ......................................... Vice President LACLEDE MID AMERICA INC. by Michael H. Lane ......................................... Vice President BANKAMERICA BUSINESS CREDIT, INC., as the Agent by Michael J. Jasaitis ......................................... Vice President 4 BANKAMERICA BUSINESS CREDIT, INC., as a Lender by Michael J. Jasaitis ......................................... Vice President THE BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender by Robert V. Love ......................................... Assistant Treasurer THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as a Lender by Barbara F. Drago ......................................... Vice President EX-4.D 3 1 EXHIBIT 4(d) AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT This Amendment No. 3 dated as of June 1, 1995 (this "Amendment"), is entered into among BANKAMERICA BUSINESS CREDIT, INC. a Delaware corporation ("BABC"), THE BANK OF NEW YORK COMMERCIAL CORPORATION, a New York corporation ("BNYCC"), THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking association ("Boatmen's") (BABC, BNYCC, and Boatmen's and their respective successors and assigns being sometimes hereinafter referred to collectively as the "Lenders" and each of BABC, BNYCC, and Boatmen's and its successors and assigns being sometimes hereinafter referred to individually as a "Lender"), BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation, as agent for the Lenders (in such capacity as agent, the "Agent"), LACLEDE STEEL COMPANY, a Delaware corporation (the "Parent"), and LACLEDE CHAIN MANUFACTURING COMPANY, a Delaware corporation ("Laclede Chain"), and LACLEDE MID AMERICA INC., an Indiana corporation ("Laclede Mid America") (the Parent, Laclede Chain, and Laclede Mid America being sometimes hereinafter referred to collectively as the "Borrowers" and each of Parent, Laclede Chain, and Laclede Mid America being sometimes hereinafter referred to individually as a "Borrower"). W I T N E S S E T H: WHEREAS, the Borrowers, the Lenders, and the Agent are parties to a certain Loan and Security Agreement, dated as of September 7, 1994 (the "Loan Agreement"); and WHEREAS, the Loan Agreement was amended by Amendment No. 1 dated as of February 15, 1995 to Loan and Security Agreement and by Amendment No. 2 dated as of May 10, 1995, to Loan and Security Agreement (the Loan Agreement, as amended, supplemented, and modified to the date hereof being hereinafter referred to as "Amended Loan Agreement"). Capitalized terms used herein but not defined herein shall have the meanings provided in the Amended Loan Agreement; and WHEREAS, the Borrowers, the Lenders, and the Agent have agreed to further amend the Amended Loan Agreement on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders, and the Agent hereby agree as follows: Section 1. Amendment of Amended Loan Agreement. Effective this date, subject to the fulfillment of the conditions precedent set forth in Section 2 below, the Amended Loan Agreement is hereby further amended as follows: (a) The amount of "$55,000,000" appearing in the definition of "Individual Maximum Revolver Amount" contained in Section 1.1 is hereby deleted in its entirety wherever it appears and the amount "$62,500,000" is substituted therefor. 2 (b) The amount of "$55,000,000" appearing in the definition of "Maximum Revolver Amount" contained in Section 1.1 is hereby deleted in its entirety and the amount "$62,500,000" is substituted therefor. (c) The definition of "Revolver Facility" contained in Section 1.1 is hereby deleted in its entirety and the following definition substituted therefor: "Revolver Facility means $100,000,000 or the agreement by the Lenders and the Agent to provide Revolving Loans and Letters of Credit up to such amount subject to the terms of this Agreement, as the context may require." (d) The amount of "$105,000,000" appearing in the first sentence of Section 2.1 is hereby deleted in its entirety and the amount "$110,000,000" is substituted therefor. Section 2. Conditions to Amendment. This Amendment shall become effective upon the receipt by the Agent of the following: (a) six counterparts of this Amendment, executed by each Borrower, and each Lender; (b) an executed Second Mortgage Modification Agreement with respect to the Mortgage, and endorsement of the applicable title insurance policy, in each case in form and substance satisfactory to the Agent and the Majority Lenders; (c) a Secretary's Certificate certifying board of directors' resolutions for each Borrower, in form and substance satisfactory to the Agent and the Majority Lenders; (d) a certificate signed by the President or a Vice President and the Chief Financial Officer or Treasurer of each Borrower, in form and substance satisfactory to the Agent and the Majority Lenders; and (e) an amendment fee in the amount of $50,000 which fee shall be distributed by the Agent to the Lenders in accordance with their Pro Rata Share. Section 3. Commitments. Upon the effectiveness of this Amendment, the amount of each Lender's Commitment shall be that set forth beside such Lender's name under the heading "Commitment" on the signature pages of this Amendment. Such amount may thereafter be adjusted in accordance with the terms of the Amended Loan Agreement. Section 4. Representations and Warranties. Each Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, (ii) the representations and warranties contained in the Amended Loan Agreement, are correct in all material respects as though made on and as of the date of this Amendment, and (iii) no Event of Default has occurred and is continuing. Section 5. Reference to and Effect on the Amended Loan Agreement. (a) Upon the effectiveness of this Agreement, each reference in the Amended Loan Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import shall mean and be a reference to the Amended Loan Agreement, as amended hereby, and each reference to the Amended Loan Agreement 3 in any other document, instrument or agreement executed and/or delivered in connection with the Amended Loan Agreement shall mean and be a reference to the Amended Loan Agreement, as amended hereby. (b) Except as specifically amended above, the Amended Loan Agreement and all other documents, instruments, and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of the Agent or the Lenders under the Amended Loan Agreement, nor constitute a waiver of any provision of the Amended Loan Agreement, except as specifically set forth herein. Section 6. Execution of Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Section 7. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of laws provisions) of the State of Illinois. Section 8. Legal Fees. Borrower agrees to pay to the Lender, for its benefit, on demand, all costs and expenses that Lender pays or incurs in connection with the negotiation, preparation, consummation, administration, enforcement, and termination of this Agreement, including, without limitation (including attorneys' and paralegals' fees and disbursements which shall include the allocated costs of Agent's in-house counsel fees and disbursements). Section 9. Section Titles. The section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of June 1, 1995. LACLEDE STEEL COMPANY by Michael H. Lane ..................................... Vice President LACLEDE CHAIN MANUFACTURING COMPANY by Michael H. Lane ..................................... Vice President 4 LACLEDE MID AMERICA INC. by Michael H. Lane ..................................... Vice President BANKAMERICA BUSINESS CREDIT, INC. as the Agent by Michael J. Jasaitis ..................................... Vice President Commitment: $74,609,680 BANKAMERICA BUSINESS CREDIT, INC. as a Lender by Michael J. Jasaitis ..................................... Vice President Commitment: $28,696,282 THE BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender by Robert V. Love ..................................... Assistant Treasurer Commitment: $5,739,038 THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as a Lender by Barbara F. Drago ..................................... Vice President EX-27 4
5 1,000 DEC-31-1995 APR-1-1995 JUN-30-1995 3-MOS 159 0 42,516 2,361 115,365 156,095 261,329 133,263 348,344 53,977 110,807 0 0 54,081 3,538 348,344 168,185 168,185 146,922 150,925 7,131 56 4,701 6,156 2,278 3,878 0 0 0 3,876 0.96 0.96