-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GulB2Nb3FH+0wn5qF8LKOLxEpuOJIFc6ATmbpH8kb+2kR91ead9VrtqxXPPyL7V/ Nz99vdkX72Zed7+2QDPklw== 0000057187-97-000004.txt : 19970814 0000057187-97-000004.hdr.sgml : 19970814 ACCESSION NUMBER: 0000057187-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NASD 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: 97657939 BUSINESS ADDRESS: STREET 1: ONE METROPOLITAN SQ STREET 2: 211 N BROADWY 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 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, 1997 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 24, 1997 there were 4,056,140 shares of $.01 par value common stock outstanding. LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands Except Per Share Data) Second Quarter EndeYear to Date June 30, June 30, 1997 1996 1997 1996 Net sales 78,722 86,436 159,568 167,411 Costs and expenses: Cost of products sold 71,180 83,245 145,050 159,303 Selling, general and administrative 3,251 3,428 6,610 6,880 Depreciation 1,918 1,915 3,860 3,906 Interest expense, net 2,345 2,831 4,772 5,596 Gain on sale of facility -- -- (987) -- Total costs and expenses 78,694 91,419 159,305 175,685 Earnings (loss) before income taxes 28 (4,983) 263 (8,274) Provision (credit) for income taxes 19 (1,938) 119 (3,198) Net earnings (loss) 9 (3,045) 144 (5,076) Net loss per share (0.02) (0.75) (0.01) (1.25) - 1 - LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (In Thousands) Jun. 30, Dec. 31, 1997 1996 Current Assets: Cash and cash equivalents 136 143 Accounts receivable, less allowances 36,687 38,772 Prepaid expenses 759 443 Notes receivable 1,453 -- Inventories: Finished 46,133 46,631 Semi-finished 18,143 23,540 Raw materials 5,577 5,218 Supplies 14,731 14,720 Total inventories 84,584 90,109 Total Current Assets 123,619 129,467 Non-Current Assets: Intangible pension asset 13,564 14,464 Other intangible assets 2,191 2,263 Bond funds in trust 2,385 2,385 Prepaid pension contributions 5,455 5,766 Deferred income taxes 47,497 47,557 Notes receivable 3,537 3,600 Other 3,659 4,104 Total Non-Current Assets 78,288 80,139 Plant and Equipment, at cost 238,058 245,624 Less - accumulated depreciation 125,403 124,120 Net Plant and Equipment 112,655 121,504 Total Assets 314,562 331,110 - 2 - LIABILITIES AND STOCKHOLDERS' EQUITY Jun. 30, Dec. 31, 1997 1996 Current Liabilities: Accounts payable 43,382 41,293 Accrued compensation 3,999 6,780 Current portion of long-term debt 2,484 2,484 Accrued costs of pension plans 14,711 14,049 Other 2,940 2,860 Total Current Liabilities 67,516 67,466 Non-Current Liabilities: Accrued costs of pension plans 49,791 53,181 Accrued postretirement medical benefits 78,682 79,782 Other 4,485 5,547 Total Non-Current Liabilities 132,958 138,510 Long-Term Debt: Bank revolving credit 66,841 76,126 Bank term loan 3,631 5,348 Revenue bonds 24,415 24,415 Other 2,000 2,000 Total Long-Term Debt 96,887 107,889 Stockholders' Equity: Preferred stock, no par value, authorized 2,000,000 shares; issued and outstanding 416,667 shares 83 83 Common stock, $0.01 par value, authorized 25,000,000 shares; issued and outstanding 4,056,140 shares 41 41 Capital in excess of par value 59,950 60,138 Accumulated deficit (12,156) (12,300) Minimum pension liability adjustment (30,717) (30,717) Total Stockholders' Equity 17,201 17,245 Total Liabilities and Stockholders' Equity 314,562 331,110 - 3 - LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Six Months Ended June 30, 1997 1996 Cash flows from operating activities: Net earnings (loss) 144 (5,076) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation 3,860 3,906 Change in deferred income taxes 60 (3,233) Gain on sale of facility (987) -- Changes in assets and liabilities that provided (used) cash, net of effects from sale of facility: Accounts receivable 2,085 (5,473) Inventories 1,726 5,342 Accounts payable and accrued expenses (2,621) 9,596 Accrued pension cost 4,440 5,437 Pension cash funding (5,957) (6,609) Accrued postretirement medical benefits (1,100) 250 Other assets and liabilities 604 151 Net cash provided by operating activities 2,254 4,291 Cash flows from investing activities: Capital expenditures (771) (8,183) Proceeds from sale of facility 9,319 -- Proceeds from sale of equipment -- 4,000 Payment received on note from sale of facility 200 -- Net cash provided by (used in) investing activies 8,748 (4,183) Cash flows from financing activities: Net borrowings (repayments) under revolving credit (9,285) 590 Payments on long-term debt (1,717) (716) Payment of financing costs (7) -- Net cash used in financing activities (11,009) (126) Cash and cash equivalents: Net decrease during the period (7) (18) At beginning of year 143 161 At end of period 136 143 - - 4 - LACLEDE STEEL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (In Thousands Except Per Share Data) 6 Months Year Ended Ended Jun. 30, Dec. 31, 1997 1996 Preferred stock (416,667 shares issued) Beginning balance 83 -- Sale of convertible preferred stock -- 83 Ending balance 83 83 Common stock - $0.01 par value (4,056,140 shares issued) Beginning balance 41 54,081 Reduction in par value of common stock -- (54,040) Ending balance 41 41 Capital in excess of par value Beginning balance 60,138 247 Sale of convertible preferred stock -- 6,007 Reduction in par value of common stock -- 54,040 Dividend on convertible preferred stock (188) (156) Ending balance 59,950 60,138 Accumulated deficit Beginning balance (12,300) (2,315) Net earnings (loss) 144 (9,985) Ending balance (12,156) (12,300) Minimum pension liability Beginning balance (30,717) (35,495) Change in period -- 4,778 Ending balance (30,717) (30,717) Total Stockholders' Equity at End of Period 17,201 17,245 - - 5 - 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 - BENWOOD SALE In February 1997, the Company sold the assets of its electric weld structural and mechanical tubing operation, located in Benwood, West Virginia. Cash proceeds from the sale of these assets, which consist primarily of equipment and inventory, totaled $9,319,000. The Company used the funds from the sale to improve its working capital position. This transaction resulted in a gain on sale of equipment of $987,000 ($592,000 after tax) recorded in February 1997. NOTE 3 - PER SHARE DATA AND PREFERRED STOCK DIVIDENDS Per share amounts for 1996 and 1997 have been calculated based on weighted average shares outstanding of 4,056,140. The net loss per share in 1997 was computed by dividing the net earnings after deducting preferred dividend requirements of $94 thousand for the second quarter and $188 thousand for the first half, by the weighted average shares outstanding. Preferred stock dividends relate to $6.2 million of Series A Preferred Stock issued as of July 30, 1996. Dividends, payable at an annual rate equal to 6% accumulate and accrue from the date of issuance but will be payable when, as and if declared by the Company's Board of Directors. No dividend has been declared on the Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into 4.69 shares of common stock. Fully diluted earnings per share in 1997, reflecting conversion of Series A Preferred Stock, are not presented as the result is anti-dilutive. The financial results for 1997 are subject to annual audit. - 6 - ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources In the first half of 1997 operating activities provided $2.3 million in cash. Capital expenditures were $.8 million, and contributions to Company pension plans totaled $6.0 million. Cash flow from decreases in accounts receivable and inventory of $3.8 million was primarily offset by reductions in accounts payable and accrued expenses of $2.6 million. In February 1997 the Company completed the sale of its electric weld structural and mechanical tubing operation, located in Benwood, West Virginia. Cash proceeds from the sale of these assets, which consist primarily of equipment and inventory, were $9.3 million. Long-term debt decreased by $11.0 million in the first half of 1997. Net working capital decreased by $5.9 million and the ratio of current assets to current liabilities was 1.8 to 1.0 at June 30, 1997. At June 30, 1997, $66.8 million in borrowings were outstanding under the Company's revolving credit facility. Amounts available under this facility were utilized early in the third quarter of 1997 to cover outstanding short-term commitments, primarily trade accounts payable. The Company expects to reach an agreement with its lenders for an increase in availability under the Loan and Security Agreement of approximately $15.0 million. In connection with this Agreement the Company is also seeking the approval of parties to the Solid Waste Revenue Bonds of changes in financial covenants and collateral arrangements supporting these obliga-tions. While the Company believes that these modifications, which are necessary to obtain additional financing, will be approved, there can be no assurance that the modifications will be successfully completed. During the balance of 1997, the Company anticipates capital expenditures of approximately $1.8 million, and contributions to pension plans of $8.3 million. Assuming that the Company is able to obtain the additional bank financing discussed above, the Company will generate sufficient cash flow to finance its 1997 liquidity requirements, including the above referenced expenditures. If the Company is unable to complete these financing arrangements, the Company's operations may not generate sufficient cash flow to finance its 1997 liquidity requirements. In such event, the Company would evaluate other methods of generating cash flow such as the sale of significant businesses or assets or other refinancing transactions. There can be no assurance, however, that any such alternative could be successfully completed. - 7 - In the first quarter of 1997 the Company amended its Loan and Security Agreement modifying financial covenants relating to operating results and net worth for the year 1997. The Company anticipates an amendment of these covenants in connection with the financing discussed above. In the event further amendment to financial covenants is necessary in the future, there can be no assurance that the Company will be able to obtain such amendment. The Company is also required to comply with various covenants related to limits on liabilities as defined in the Agreement for the Solid Waste Revenue Bonds and Pollution Control Revenue Bonds. At June 30, 1997 the Company was in compliance with these covenants. If the new financing arrangements discussed above are completed, the limits on liabilities contained in the Solid Waste Revenue Bonds would no longer apply. As set forth above, the Company believes the new financing arrangements will be completed. However, if such arrangements are not completed and future operations result in increases in liabilities as defined in the Agreements the Company could be in violation of these covenants. In such case, there can be no assurance that the Company can obtain an amendment to the Agreement. In 1996 the Company experienced higher than expected retirements from its hourly workforce at the Alton Plant. This was partially the result of restructuring of operations and early retirement incentives offered in late 1996. The evaluation of the hourly pension plan by the Company's actuaries for 1997, which is based in part on 1996 census data, has not yet been completed. Depending upon the results of this evaluation, increases in 1997 pension costs accruals, as well as funding requirements in 1998 and future years, may be necessary, and such increases could be material. The Company's Labor Contract covering employees at the Alton Plant expires in October 1997. Approximately 50% of the Company's hourly employees are covered by this Agreement. The Company has never experienced a work stoppage. However in the event a strike would occur, production volumes and Alton Plant efficiencies could be materially adversely affected. At June 30, 1997 the Company has net deferred tax assets of $47.5 million. Management currently believes that its long-term profitability should ultimately be sufficient to enable it to realize full benefit of future tax deductions. Thus no deferred tax valuation allowance is deemed necessary. The Company will continue to monitor and evaluate its deferred tax assets and the need for a deferred tax valuation allowance. In the event a deferred tax valuation allowance is required in the future, amendment of financial covenants in the Company's Loan and Security Agreement, as well as its Bond Agreements, may be required. There can be no assurance that the Company will be able to obtain such amendments. - 8 - Results of Operations Net sales decreased by $7.8 million or 4.7% in the first half of 1997 compared to the first half of 1996, reflecting a 5.1% decrease in steel shipments offset by a 1.1% increase in the average selling price for steel products. Lower shipments are primarily a result of the sale of the Benwood electric weld structural tubing operation. The cost of products sold decreased by $14.3 million or 8.9% in the first half of 1997 compared to the first half of 1996 reflecting the decrease in tonnage shipped and the effect of cost reductions implemented in late 1996. In addition, the Company also benefited from a continuation of the productivity gains which it began to experience in most of its operations in the second half of 1996. Net sales decreased by $7.7 million in the second quarter of 1997 versus the 1996 second quarter, reflecting a 12.5% drop in steel shipments partially offset by a 3.4% increase in the average selling price. The decrease in volume reflects the sale of the Benwood Facility. The second quarter cost of products sold decreased by $12.1 million due to the lower volume and cost reductions and productivity improvements. The decrease in interest expense in the first half of 1997 is the result of the decrease in bank borrowings, offset by a slight increase in average interest rates. The gain on sale of facility in 1997 is from the sale of the Benwood Operation discussed above. Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The foregoing Management's Discussion and Analysis and other portions of this report on Form 10-Q, contain various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Sections 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events, including the following: the overall demand for steel; the ability to maintain sales prices; productivity improvement programs; increases in the costs of ferrous scrap; increases in pension costs; increases in other materials and costs of production; increases in financing costs; labor relations; increased domestic or foreign steel competition; the Company's long-term profitability; and future borrowing capacity. In addition, statements containing expressions such as "believes," "anticipates" or "expects" used in the Company's periodic reports on Forms 10-K and 10-Q filed with the SEC are intended to identify forward-looking statements. The Company cautions that these and similar statements included in this report and in previously filed periodic reports including reports filed on Forms 10-K and 10-Q are further qualified by important factors that could cause actual results to differ materially from those - 9 - in the forward-looking statement, including, without limitation, the following: decline in sales prices for steel products; increases in the cost of steel scrap; failure to obtain significant benefits from the Company's completed cost reduction and productivity improvement programs; increases in pension costs and funding requirements; and increased domestic or foreign steel competition. - 10 - PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits (3)(a) By-Laws of Registrant amended April 7, 1997. (Incorporated by reference to Exhibit 4.3 in Registrant's Form S-8 filed on April 25, 1997.) (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. (Incorporated by reference to Exhibit (4)(c) in Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1995.) (4)(d) Third Amendment dated June 1, 1995 to Registrant's Loan and Security agreement. (Incorporated by reference to Exhibit (4)(c) in Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1995.) (4)(e) Fourth Amendment dated December 7, 1995 to Registrant's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(e) in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.) (4)(f) Fifth Amendment dated January 26, 1996 to Registrant's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(f) in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.) - 11 - (4)(g) Sixth Amendment dated June 26, 1996 to the Company's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(g) in Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1996.) (4)(h) Seventh Amendment dated July 30, 1996 to the Company's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(h) in Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1996.) (4)(i) Eighth Amendment dated November 14, 1996 to Registrant's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(i) in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.) (4)(j) Ninth Amendment dated February 7, 1997 to Registrant's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(j) in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.) (4)(k) Tenth Amendment dated February 26, 1997 to Registrant's Loan and Security Agreement. (Incorporated by reference to Exhibit (4)(k) in Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.) (4)(l) Eleventh Amendment dated June 25, 1997 to the Company'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. - 12 - 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) Michael H. Lane Vice President - Finance Treasurer and Secretary Duly Authorized Officer and Principal Financial Officer Date: August 12, 1997 EX-11 2 AMENDMENT NO. 11 TO LOAN AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 7, 1994 THIS AMENDMENT NO. 11 dated as of June 25, 1997 (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"), 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"); WHEREAS, the Loan Agreement was amended by (a) Amendment No. 1 dated as of February 15, 1995, (b) Amendment No. 2 dated as of May 10, 1995, (c) Amendment No. 3 dated as of June 1, 1995, (d) Amendment No. 4 dated as of December 7, 1995, (e) Amendment No. 5 dated as of January 26, 1996, (f) Amendment No. 6 dated as of June 26, 1996, (g) Amendment No. 7 dated as of July 30, 1996, (h) Amendment No. 8 dated as of November 14, 1996, (i) Amendment No. 9 dated as of February 7, 1997, and (j) Amendment No. 10 dated as of February 26, 1997 (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 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 June 25, 1997, subject to the fulfillment of the conditions precedent set forth in Section 2 below, the Amended Loan Agreement is amended to delete the date "June 30, 1997" contained in Section 10.1(t) thereof and to substitute the date "March 31, 1998" therefor. Section 2. Conditions to Amendment. This Amendment shall become effective upon the (a) receipt by the Agent of six counterparts of this Amendment, executed by each Borrower and each Lender, and (b) execution of this Amendment by the Agent. Section 3. 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 4. 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. (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 5. 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. -2- Section 6. 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 7. Legal Fees. The Borrowers agree to pay to the Agent, for its benefit, on demand, all costs and expenses that the Agent pays or incurs in connection with the negotiation, preparation, consummation, administration, enforcement and termination of this Amendment, including, without limitation, the allocated costs of the Agent's in-house counsel fees. 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 June 25, 1997. LACLEDE STEEL COMPANY By: M.H. Lane Vice President LACLEDE CHAIN MANUFACTURING COMPANY By: M.H. Lane Vice President LACLEDE MID AMERICA INC. By: M.H. Lane Vice President -3- BANKAMERICA BUSINESS CREDIT, INC., as the Agent By: Steven W. Sharp Vice President BANKAMERICA BUSINESS CREDIT, INC., as a Lender By: Steven W. Sharp Vice President BNY Financial as successor in interest to THE BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender By: R.V. Love Assistant Vice President THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as a Lender By: D.C. Look Assistant Vice President -4- 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 12, 1997 EX-27 3
5 1,000 DEC-31-1997 JAN-1-1997 JUN-30-1997 6-MOS 136 0 38,892 2,205 84,584 123,619 238,058 125,403 314,562 67,516 96,887 0 83 41 17,077 314,562 159,568 159,568 145,050 147,923 6,610 32 4,772 263 119 144 0 0 0 144 (0.01) (0.01)
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