HomeMy WebLinkAboutResolution - 679 - Memo Of Agreement - LIDC & Magnolia Seed Co - Industrial Development Project - 01/08/1981•
RESOLUTION #619- 1/8/81
A RESOLUTION by the City Council of the City of
Lubbock, Texas, ratifying, confirming and approving.
a "Memorandum'of Agreement" pertaining to the
.
financing of an industrial development project
between the Lubbock Industrial Development
Corporation and Magnolia Seed Company of.Lubbock..
WHEREAS, the Lubbock Industrial Development Corporation
has submitted to this City Council for approval a "Memorandum
-
of Agreement" between such Corporation and Magnolia Seed
Company of Lubbock pertaining to the financing of an industrial
development project, such agreement being attached hereto as
Exhibit A and made a part of this resolution for all purposes;
and
WHEREAS, this Council has reviewed the foregoing agreement
and determined that such project will promote and encourage
employment with the City of Lubbock, Texas, and benefit the
public welfare and the same should be approved; now, therefore.,
BE IT'RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK,
TEXAS, that the "Memorandum of Agreement" attached hereto as
Exhibit A, by and between the Lubbock Industrial Development
Corporation and Magnolia Seed Company of Lubbock is hereby
in all respects ratified, confirmed and approved and the
parties thereto may proceed with the project described
therein and the making of arrangements for the financing
thereof.
PASSED AND APPROVED this the 8th day of January ,
" 1981.
Mayor, City of Lubbock, Texas
ATTEST:
.;
City Secretary, City �dl
=
Lubbock, -Texas
( SEAL )
APPLPVed as to form:
uohn &= Ross., A., Attorney
Exhibit A
MEMORANDUM OF AGREEMENT
.THIS AGREEMENT is entered into by and between the Lubbock
Industrial Development Corporation (the "Corporation"), and the
Magnolia Seed Company of Lubbock (the "Company"), a corporation
duly incorporated under the laws of the State of Texas,
and.fully qualified to transact business in the State of Texas,
for the purpose of securing the agreement of the Corporation to
issue its revenue bonds (the "Bonds") for the purpose of financing
certain industrial, manufacturing or commercial facilities (the
"Facilities") for the use of the Company, such Facilities to be
located wholly or partly within the boundaries of the City of
Lubbock, Texas, (the "Governmental Unit").
(a) The obligation of .the parties hereunder are contingent
upon obtaining prior to the issuance of the Bonds, a ruling from
the Internal Revenue Service to the effect that interest on the
Bonds will be exempt from federal income tax under Section
103(b)(6) of the Internal Revenue Code of 1954, as amended, if
in the opinion of bond counsel such a ruling is required, and
Upon obtaining such other rulings, approvals, consents, certi-
ficates, opinions*of counsel and other instruments and proceedings
as may be deemed necessary by the Company or bond counsel with -
respect to the Facilities, the Bonds or any instrument relating -
thereto, from such governmental agencies and entities as may
possess, or may have asserted authority or jurisdiction over or
interest in matters pertaining to the Facilities, all of which
shall be in full force and effect at the time of the issuance of
the Bonds.
(b) Substantially all of the proceeds of the Bonds shall
be used solely to finance the acquisition, construction and
improvement of the Facilities, or a portion thereof, as generally
described in Schedule A attached hereto and hereby made a part
hereof.
(c) The Bonds shall be in an aggregate principal amount
not to exceed Ten Million Dollars ($10,000,000),•and shall be
issued only pursuant to a resolution or resolutions of the
Corporation's Board of Directors which will be approved in
writing by bond counsel. Subject to the terms hereof, the
Corporation agrees as follows:
(1) To issue the Bonds and, if the Company and the
Corporation agree, other evidences of indebtedness providing
temporary financing of the Facilities which will be issued
after the date hereof and.be refunded by the Bonds pursuant
to legislation heretofore or. hereafter enacted which may
provide a suitable method of tax exempt bond financing.
The Bonds shall be issued in an aggregate principal amount
not to exceed the then estimated cost of the Facilities,
including the costs of issuance.
(2) To cooperate with the Company with respect to the
issuance and sale of the Bonds, and, if arrangements
-.,-.therefor ,_satisfactory to.the Company and_ the. Corporation can'.
be made, the Corporation will authorize the execution of
such documents and will take such further action as may be
: necessary or advisable for the authorization, issuance and
sale -of the Bonds and the completion of the Facilities.
(3) To take such actions and execute such documents
as may be necessary and as may be agreed upon between the
Company and the Corporation to permit the issuance from
time to time in the future of additional Bonds on terms
which shall be set forth therein, whether pari passu with
other series of Bonds or otherwise, for the purpose of
defraying the cost of completions, enlargements, improvements
and expansions of the Facilities, or any segment thereof,
as requested by the Company, and within the limitations of
Section 103(b)(6) of the Internal Revenue Code of 1954, as
amended.
I
(d) The Company and the Corporation will enter into a
contract under the terms of which the Company will uncondition-
ally obligate itself to pay to the'Corporation (or a trustee, as
the case may be) sums sufficient in the aggregate to pay the
principal of, interest on and redemption premiums, if any,
together with trustee's fees and fees of paying agents, with
respect to the Bonds, as and when the same become due and
payable
(e) Provision shall be made in each resolution of the
Corporation's Board of Directors providing for issuance of the
Bonds for payment to the Corporation from the proceeds of the
Bonds of an amount equal to all costs incurred by it (including
legal fees) in connection with the issuance and sale of the
Bonds.
(f) Should no Bonds have been issued pursuant hereto on or
before five years from the date hereof, the Corporation's
obligation to issue Bonds shall cease, and the Company shall pay
to the Corporation an amount equal to all costs, direct and
indirect, incurred by the Corporation in negotiating contracts
hereunder, in acquiring and constructing facilities and in
preparing for issuance of Bonds which are not actually issued;
and the Corporation shall transfer to the Company good title to
all real or personal property theretofore transferred by the
Company to the Corporation and all other real or personal
property acquired by the Corporation with any funds advanced to
the Corporation by the Company hereunder.
(g) Upon completion of the acquisition, construction and
improvement of the Facilities, they shall be operated and main-
tained by the Company without cost or.expense to the Corporation.
(h) The Company agrees to (a) pay all Project costs (as
defined by the Development Corporation Act of 1979) which are
not or cannot be paid or reimbursed from the proceeds of bonds,
and (b) at all times, to indemnify and hold harmless the Corpo-
ration against all losses, costs, damages, expenses and liabilities
of whatsoever nature (including but not limited to attorney's
fees, litigation and court costs, amounts paid in settlement and
amounts paid to discharge judgments) directly or indirectly
resulting from, arising out of or related to the issuance,
offering,_ sale or delivery of the bonds, or the design, construc-
tion, installation, operation, use.occupancy, maintenance or
ownership of the Facilities.
(i) In addition to the payments provided for above., the
Company shall pay to the Corporation, from the proceeds of the
Bonds or otherwise as agreed upon, all costs and expenses
incurred by the Corporation in issuing the Bonds, and all costs
and expenses incurred by the Corporation in administering the
Bonds subsequent to issuance through final maturity and payment
and such other payments as shall be agreed upon in writing
between the parties,
(j) The terms of the Bonds (maturity schedules, interest
rates, denominations, redemption provisions, etc.) shall be as
autborized_by the_Dev,elopment Corporaion Act_..of_1979, and as may
be mutually satisfactory to the Company and the Corporation.
(k) If the Bonds shall not be issued for any reason, the
Company shall have no obligation under this agreement, except
for the obligations provided in paragraph (f) and (h).
(1) 'It is contemplated that the form and contents of all
resolutions, contracts, trust indenture and other documents
contemplated hereunder will be mutually acceptable to the Company
and the Corporation.
_ 2
(m) The Company agrees that any official statement,
prospectus or other offering memoranda, through the use of which
the proposed obligations are to be offered, sold or placed with
any lender, purchaser or investor, shall contain prominent dis-
closure substantailly to the effect (i) that neither the -Corpo-
ration nor the Governmental Unit has undertaken to review or
has assumed any responsibility for the matters contained
therein except solely as to matters relating to a description
of the obligations being.offered thereby; (ii) that all
approvals, findings and determinations by the Corporation,
the Unit of Government and the Texas Industrial Commission,
respectively, are and have been made by each for its own
internal uses and purposes in performing its duties under
the Act, under the Texas Industrial Commission's regulations
and under these Regulations; (iii) that notwithstanding
their respective approvals of the obligations and the
Project, neither the Governmental Unit nor the Texas Industrial
Commission endorses or in any manner, directly or indirectly,
guarantees or promises to pay such obligations from any
source of funds of either or guarantees, warrants or endorses
the investment quality or value of such obligations; (iv)
that such obligations are payable solely from the funds and
secured solely.by property furnished and to be furnished and
provided by the Company and any guarantor and are not in any
manner payable wholly or partially from any funds or properties
otherwise belonging to the Corporation; and (v) that by its
issuance thereof, the Corporation does not in any manner,
directly or indirectly, guarantee, warrant or endorse the
creditworthiness or credit standing of the Company or of any
guarantor of such obligations or the investment quality of
value of the same.
IN WITNESS WHEREOF, the parties hereto have entered
into the attached and foregoing agreement by their officers,
thereunto duly authorized as of the day of
1980.
LUBBOCK INDUSTRIAL DEVELOPMENT
CORPORATION
(Seal of Corporation) BY:
President, Board of Directors
ATTEST:
Secretary, Board of Directors
MAGNOLIA SEED COMPANY OF LUBBOCK
(Company Seal) BY:
President
• ATTEST_.- _
Secretary
Approved as to Form
Dumas, Huguenin, Boothman and Morrow
Dalias, Texas
BY:
Bond Counsel to the Corporation
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §`
§
CITY OF LUBBOCK §
I, the undersigned, City Secretary of the City of Lubbock,
Texas, DO HEREBY CERTIFY as follows:
1. That the foregoing is a full, true and correct copy of
a resolution by the City Council of the City of Lubbock,
Texas, entitled as follows:
"A RESOLUTION by the City Council of the City of Lubbock,
Texas, ratifying, confirming and approving a 'Memorandum of
Agreement' pertaining to the financing of an industrial
.development project between the Lubbock Industrial
Development Corporation and the Magnolia Seed Company
of Lubbock."
-which was duly adopted by said City Council on the 8th day
of January, 19§1 1%M after due consideration of same upon a
motion e ng made by Councilman w , a second of such motion made
by Councilman Aderto.upon the vote being called for, Five
Councilmembers voted for the adoption thereof, None
Councilmembers voted against, None Councilmembers a staine
and None Councilmembers were absent; and that such
meeting was a Re2u1 r meeting.
2. That according to the records of my office, each
member of the Council was given actual notice of the time, place
and.purpose of the meeting and had actual notice that the matter
would be considered; that all meetings of the Council, including
the meeting at which the foregoing action was taken are open to
the public (expect in instances where a part of the meetin may,
under applicable law, be conducted in an executive session ;
that the foregoing was not adopted at an executive session; that
notice of such meeting had been given in advance thereof in such
manner as to be in compliance with the provision of Article
6252-17, Section -.3A, V.A.T.C.S.
3. That as of the date of the meeting, the names of the
duly qualified and acting members of the City Council were as
follows:
BILL McALISTF.R MAYOR
ALAN HENRY )
M. J. ADERTON ) COUNCILMEMBERS
E. JACK BROWN )
JOAN BAKER ) _
and that all of the foregoing persons required to do so have
duly filed their oaths of office and each of them legally
required to give bond or undertaking has filed such bond or
undertaking in the' -form and -amount as required, and has other-
wise duly qualified.
IN WITNESS WHEREOF, I have hereunto signed my name officially
aua affixed the seal of the City of Lubbock, Texas, this the
day of January IS$&'L 1981.
-
Ci
ty ecr to y, y o u o
i.c exas
'-(SEAL) '
CERTIFICATE OF SECRETARY
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
CITY OF LUBBOCK §
I, the undersigned, Secretary of the Board of Directors of
Lubbock Industrial Development Corporation, DO HEREBY CERTIFY as
follows:
1. That the following persons are the duly qualified and
acting directors and officers of the Lubbock Industrial Develop-
ment Corporation, to wit:
B. C. McMINN PRESIDENT
GEORGE MILLER VICE PRESIDENT
MARION-SANFORD SECRETARY -TREASURER
GEORGE SCOTT, JR. )
• ALAN HENRY ) DIRECTORS
MOISES PEREZ }
2. That the attached is a true and correct copy of a
resolution entitled as follows:
"A RESOLUTION approving and accepting an application
submitted by Magnolia Seed Company of Lubbock in
relation to an industrial development project; making
a commitment to finance the costs of such project; and
approving and authorizin the execution of a
Memorandum of Agreement fn connection therewith,"
whi h as adopted on the i f qday of U c okbe 1980, at a
�e b, meeting o -tile Board, a to co sideration of same,.
upon a motion eing made by ,,Director Se a second of
such motion by Director and upon the vote
being called for, vote or the adoption thereof,
D vote against � abstained and
25 were absent; the original of which resolution is
of record and on file in the Minutes of the Board of Directors
of said Corporation.
3. That according to the records of my office, each
member of the Board was given actual notice of the time, place
and purpose of the meeting at which said resolution was passed
and had actual notice that the matter would be considered.
TO CERTIFY WHICH, wi�ess my hand and the seal of said
."
Corporation, this the 1day of pe.eejk bpr, 1980.
Se etarrjty, Bo rd o irectors
Lu ock Industria evelopment
�- Corp
(SEALY,
A RESOLUTION approving and accepting an application
submitted by Magnolia Seed Company of Lubbock in
relation to an industrial development project;
making a commitment to finance the costs of such
project; and approving and authorizing the execution
of a Memorandum of Agreement in connection therewith.
WHEREAS, Magnolia Seed Company of Lubbock (hereinafter
referred to as the "Company") has submitted to the Lubbock
Industrial Development Corporation (hereinafter referred to
as the "Corporation") an application, together with other
documents relating to the Company and applicable to the
financing being sought, seeking financial participation from
the Corporation in connection with the acquisition and
construction of certain facilities to be operated and main-
tained by the Company (hereinafter referred to as the "Project")
in its trade or business to wit: wholesale distribution of
garden supplies and equipment.
WHEREAS, the.Board of Directors of the Corporation
hereby finds and determines that based on such application
and other documents furnished (i) the Project is suitable
for the promotion of industrial development and expansion,
the promotion of employment within the City of Lubbock, and
for use by manufacturing or industrial enterprises, (ii) the
Company has the business experience, financial resources and
responsibility to provide reasonable assurance that any
bonds or interest thereon to be paid from or by reason of a
lease, sale, or loan agreement with the Corporation will be
paid as the same'becomes due, (iii) the Project sought to be
financed will be in furtherance of the public purposes of
the promotion and -development of new and expanded industrial
and manufacturing enterprises to ;promote and encourage
employment and public welfare, and (iv) there is reasonable
assurance all governmental approvals with respect to the
Project and the issuance of the obligations by the Corporation
can be obtained; and
WHEREAS, the Board of Directors of the Corporation
further finds and determines that a commitment should be
given to the Company to issue the bonds•of the Corporation
in such aggregate principal amount necessary to finance and
pay the costs of acquisition and construction of the Project.
(now estimated to be $800,000); therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LUBBOCK
INDUSTRIAL DEVELOPMENT CORPORATION:
SECTION 1: That the application submitted by the
Company is Hereby approved and accepted, and the Corporation
shall be and is hereby committed and agrees in accordance
with the provisions of the.Development Corporation Act of
1979 (the "Act") as follows:
(a) To adopt a bond resolution or bond resolutions
when requested by the Company, authorizing the issuance
-.of revenue bonds (the "Bonds") in one or more series in
an aggregate principal amount necessary to finance and
pay the cost of acquisition, construction and improvement
of the Project (but in no event to exceed $10,000,000)
and the cost of issuance, subject to (i) the requirements
of the Act, (ii) the execution of the appropriate
agreements or contracts as described in Section 1(b)
below, and (iii) the sale of the Bonds under terms and
conditions satisfactory to the Corporation and the
Company.
(b) Prior to the issuance of the Bonds, when
requested, by the Company, to enter into such loan
agreement, installment sale agreement, lease or any
other contracts or agreements between the Corporation
and the Company as are mutually acceptable in all
respects to the Corporation and the Company, provided
that under any such agreement the Company shall be
obligated to make payments to the Corporation (and its
Bondholders) in such sums as are necessary to pay the
principal of, interest on and redemption premiums, if
any, together with paying agents' and trustee's fees on
the Bonds, as and when the same shall become due and
payable; and such payments also to be sufficient to
defray the Corporation's administrative, overhead, and
other expenses and costs with respect to the Bonds and
the Projects.
(c) To take, or cause to be taken, such other
action, and to execute such additional contracts and
agreements, when requested by the Company, as may be
required in accordance with the Act and this Resolution
to cause the issuance of the Bonds; and it is understood
that the Company will fully indemnify and hold the
Corporation harmless from any and all damages, losses
and expenses, including attorneys' fees,.arising at any
time from or with respect to the Bonds and the Project.
SECTION 2: That the President and Secretary of the
Board of Urrectors are hereby authorized and directed to
execute the Memorandum of Agreement, attached hereto as
Exhibit A and incorporated herein by reference for all
purposes, which Memorandum of Agreement, upon execution by
the Company, shall, together with this Resolution, constitute
a commitment by the Corporation to finance the costs of
acquiring, constructing and improving the Project by the
issuance of revenue bonds.
SECTION 3: That this Resolution, together with the
Memoran um of—Agreement herein approved and authorized to be
executed,.shall constitute the taking of affirmative official
action by the Corporation toward the issuance of the Bonds,
and that'such action is, and is intended to be, similar to
the adoption of a bond resolution, within the meaning of
Section 1.103(8)(a)(5) of the regulations of the Internal
Revenue Service adopted pursuant to Section 103(b) of the
Internal Revenue Code of 1954, as amended.
SECTION 4: That immediately following the adoption of
this Resolut on, the execution of the Memorandum of Agreement
by the Company and the obtaining of the approval of such
Agreement by the governing body of the City of Lubbock,
Texas, the Company may proceed with the acquisition, construe -
tion and improvement of the Project, in whole or in part,
and such costs or expenses incurred shall be deemed to be,
and included as, a part of the costs of acquiring, constructing
and improving the Project to be financed by the issuance of
the Bonds of the Corporation and covered by this commitment.
SECTION 5: That, in relation to the Bonds to be issued
by the orpor8tion to finance the Project, the firm of
Dumas, Huguenin, Boothman and Morrow, Dallas, Texas, has
been designated and retained by the Corporation to serve as
Bond Counsel, and the Company, by execution of the Memorandum
of Agreement herein approved, shall be deemed to have consented
and approved said firm to serve in such capacity.
PASSED AND APPROVED, this the /5 day of Ap ei-J ew.
1980.
C
President, Board of Directors
Lubbock Industrial Development
Corporation
'AT'TES
e ta, Boar D ect s
.. �'Lub ock ,Industrial a elopment '' Corporation
`. J(Seal)
Application Number
APPLICATION FOR FINANCING
The undersigned, on bhalf of the entity named as Applicant,
hereby applies to the Zv 6 3ac� Industrial Development
Corporation (the "Corporation') for Project financing, pursuant
to the Development Corporation Act of 1979 and pursuant to the
Regulations of the Corporation.
We have reviewed the Corporation's Regulations presented to
us and in effect on the date hereof, and we agree to and accept the
terms thereof.
This Application has been completed to the best of our
ability, and the information contained herein and on any
attachments hereto, represent a reasonably comprehensive outline
of the Project and the financing requested in connection
therewith.
We submit herewith the Processing Fee required by sub-
paragraph III(A)(1) of your Regulations, together with five
copies of the executed Inducement and Indemnity Agreement
required by subparagraph II(A)(2) of the Regulations.
Preliminary Official Action, pursuant to paragraph II(B) of
the Regulations is requested.
The undersigned warrants that he is authorized to submit this
application on behalf of the Applicant.
App icant
By: i
Authorized 6 icer or
Representati e
FIRST e j (g&bq&W,c4 COMPANY
INVESTMENT BANKERS
MERCANTILE BANK BUILDING
DALLAS, TEXAS T5201
December 11, 1980
Lewis A. BuNCN
-VICE PRESIDENT
President and Board of Directors
Lubbock Industrial Development Corporation
c/o James V. Crider
P. 0. Box 561 ' .
Lubbock, Texas 79408
t2141 742.6461
RE: PROPOSED LUBBOCK INDUSTRIAL DEVELOPMENT CORPORATION -REVENUE
BONDS, SERIES 1981 (MAGNOLIA SEED COMPANY OF LUBBOCK PROJECT)
$800,000
Gentlemen:
You have advised us that you are giving consideration to passing an induce-
ment resolution for the purpose of issuing approximately $1 million in
revenue bonds with the proceeds to be loaned to Magnolia Seed Company of
Lubbock (the "Company"), a Texas corporation. The Company is to
unconditionally agree to make full and prompt payments when due in -amounts
sufficient to pay principal and interest on the Bonds. The Company is a
wholly-owned subsidiary of the Magnolia Seed, Hardware and Implement Co.
(the "Guarantor") which is to unconditionally guarantee the obligations of
the Company with regard to the proposed bond issue. You have requested
that we undertake a review and analysis of the Guarantor and provide you
with our opinion of their financial condition as related to the proposed
resolution and the obligation of the associated revenue bonds. We are
pleased to comply with this request.
We have reviewed the Guarantor's audited financial statement for each of
the years ended June 30, 1976-80. As of June 30, 1980, the Guarantor's
stockholders equity was $3.05 million. Net earnings for the year then
ended was $633,499. Earnings for the five (5) years reviewed .have averaged
$430,000.
We have not concluded our examination of the Guarantor. However, we have
found no factors indicating an inability to service the proposed debt. We
will provide you with our letter of opinion concerning the proposed issue
when we have concluded our examination. Based on our review to date, we
recommend that the Lubbock Industrial Development Corporation approve the
above referenced resolution with respect to the proposed revenue bonds.
Sincerely,
Lewis A. Bunch
LAB: Iw
ROBERT W.BELSON
Loan Administration Officer
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
December 3, 1980
P. O. Box 254
Houston. Texas 77001
(713) 2361962
Mr. J. W. Landwermeyer
President
Magnolia Seed, Hardware and Implement Company
P. 0. Box 225650
Dallas, Texas 75265
Dear Mr. Landwermeyer:
I am pleased to confirm .the commitment of Texas Commerce Bank National. Association
("Texas Commerce") to purchase up to $800;000 of industrial development revenue
bonds to be issued by the City of Lubbock Industrial Development Corporation
("the Bonds"). The Bonds will carry a coupon rate of ten percent (10%) per annum
and will have a final maturity of fifteen (15) years with an average maturity of
eight (8) years. An amortization schedule will be provided %..,hen the final cost
figures are made available to Texas Commerce. The Bonds will be callable on
February 1, 1988 at 103, decreasing one-half of one percent (h%) each year
thereafter.
We understand the purpose of these Bonds will be to finance the construction of
a wholesale distribution warehouse for the use by Magnolia Seed.Company of
Lubbock ("the Project"). Magnolia Seed, Hardware and Implement Company will
guarantee payment of the bonds. To further secure payment of the Bonds, Magnolia
Seed Company of Lubbock will grant a first priority lien in the land, facilities
and equipment comprising the Project to the City of Lubbock Industrial Development
Corporation, who will assign such lien to the trustee for the benefit of the
bondholders.
,•TCorn s�ierce
Texas Commerce Bank
National Association
Mr. J. W. Landwermeyer
December 3, 1980
Page 2
If you are in agreement with the above -stated terms, please place your
signature and the date in the space provided below and return to me by
January 9, 1981. It is anticipated that funding can be accomplished
within ninety days.
Very truly yours,
Robert W. Belson
Loan Administration Officer
P. 0. Box 2558
Mail Station 88
Houston, Texas 77001
cc: Francis I. Abshire
Janice P. Grote
J. Chris Jones
Accepted this day of 19
an wermeyer, President
Magnolia Seed, hardware and Implement Company
.,e
INDUSTRIAL DEVELOPMENT FINANCING
PROJECT ELIGIBILITY QUESTION{FAIRE
1. (a) Flame, street address, mailing address and telephone number of
entity that will lease or purchase the project (or borrow the bond
proceeds from the bond issuer):
Magnolia Seed Comp;,ny of Lubbock
335 Avenue H
Lubbock, Texas 79401 Tel. 806-763-0421
This entity is referred to as the "principal user" of the project for
the remainder of this questionnaire.
(b) Name, title, street address, mailing address and telephone num-
ber of representatives designated to work on the project and the fi-
nancing for the -principal user:
Barry Boyd- Operating Manager
Magnolia.Seed Company of Lubbock 4
335 Ave. H
Lubbock, Texas 79401 Tel. 806-763-0421
O Name, title, street address, mailing address and telephone num-
ber of legal counsel who will represent the principal user for the
project and the financing: William F. Collins
Thompson & Knight, Attorneys and Counselors
2300 Republic National Bank Building
Dallas, Texas 75201
Tel. 214-361-6679
(d) flame, title, street address, mailing address and telephone num-
ber of the accounting firm of the principal user:
Gene Taper, Partner
Touche, Ross & Company
2001 Bryan Tower, Suite 2400
Dallas, Texas 75201
2. (a) Form of organization of principal user (check one):
X corporation partnership sole proprietorship.
(b) State or other jurisdiction of incorporation or organization:
Texas
(c) Brief description of the organizational structure, including
parent, subsidiaries and affiliates (state the degree of relation-
ship): Magnolia Seed,Hardware & Implement Co. - Parent
Magnolia Seed Company of Houston - 100°/ Owned Subsidiary
Magnolia Seed Company of Lubbock - 100/ Owned Subsidiary
3. Ownership: List all stockholders or partners having 10% or more int-
erest in the principal user:
R.F. Duggan, Jr n
J.W. Landwermeyer
-1-
4. If any of the above persons own more than 50% of the principal user,
list all other organizations which are related to the principal user
by virtue of such persons having more than a 50% interest in such
organizations: .
N/A
5. (a) Attach the principal user's Form 10-K for each of the five pre-
ceding fiscal years, together with the principal user's most recent
form 10-Q. privately Held Corporation
(b) If the forms listed in paragraph 5(a) have not been filed with
the Securities and Exchange Commission, furnish the following infor-
mation:
(i) a brief statement of the history and type of business en-
gaged in by the principal user:
See Attachment 1
(ii) the names and ages of exeuctive or managing officers and
directors of the principal user and a brief account of all the
business experience of each such officer or director, including
his principal occupations and employment and the name and prin-
cipal business of the corporation or other organization in which
such occupations and employment were carried on:
Name and Position Age Business Experience
R.F.Duggan, Jr. Chi man 77 Employee of Company since 1948.
Holding positions of Sec. Treasurer,Vice-Pres
President and Chairman.
J.W.Landwermeyer, Pres. 59 Employee since 1950 -Holding Positions of
Salesman,Sales Manager,Vice-President;Preside
and Chief Operating Officer.
Larry L. Bonner,Vice-Pres.62-Employee since 1955 -Holding Positions of
Purchasing Agent,Secretary and Vice -President
Barry J. Boyd, Operating 43 -Employee Since 1972 -Holding positions of
Manager of Salesman and Operating Manager.
Magnolia Seed
Company of Lubbock
(iii) if the principal user's debt securities are rated or
listed by any published rating agency, give such ratings or
listings:
N/A
- 2 -
i � f
X'
HOME OFFICE
_ 254E MANAMA
f i F O.BCX 225650rDALLAS.TX 75265
214-358.4241
i
BRANCH OFFICE
P O.BCX 20064'SAN ANTONIO TX 78220
HARDWARE and IMPLEMENT CO. � I � SUBSIDIARY COMPANIES
MARTIN SEED COMPANY
P.O.BOX 1104)HOUSTON.TX 77001
MAGNOLIA SEED COMPANY of LUBBOCK
335 AVENUE HILUBBOCKJX 79401
5.
ATTACHMENT # 1
(b)
(Parent Company)
Incorporated in 1922 as Magnolia Seed and Floral Company
1928- Name Changed to Sherman -Magnolia Seed Company
1933- Name Changed to Magnolia Seed Company
1948- Name changed to Magnolia,Seed,Hardware & Implement Company
1970- Purchased Martin Seed Company, Houston
1978- Purchased Williamson Seed Company, Lubbock and changed
name to Magnolia Seed Company of Lubbock
1979- Changed name of Martin Seed Company to Magnolia Seed
Company of Houston
Company is engaged in wholesale distribution of garden
supplies and equipment.
SOUTHWEST'S LARGEST DISTRIBUTOR OF LAWN AND GARDEN SUPPLIES
EXCLUSIVELY WHOLESALE
(iv) The principal user's audited financial statement for each
of the preceding five fiscal years; provided that this informa-
tion need not ne furnished if:
(A) a guarantor's audited financial statements for each
of the guarantor's preceding five fiscal years, or
(6) a governmental agency would be deemed to be a guarantor.
E. If appropriate, as to each guarantor, furnish the same information re-
quested in paragraphs 1 through 5 above.
N/A
7. Location of the
project:
Street Address City County State
66th & Magnolia St.
925 East 66th St. Lubbock Lubbock Texas
8. Give a brief description of the project and its intended use.
Indicate the following: approximate square feet of manufacturing,
office and warehouse space to be constructed; type of construction;
nature of equipment to be purchased from bond proceeds; products to
be produced: Project to be used as wholesale distribution warehouse:
30,000 Sq.Ft.- Masonary construction warehouse building
5,000 Sq.Ft. of office space and 25,000 Sq.Ft. of warehouse space.
Equipment to be purchased includes shelving, office furniture and
equipment and warehouse equipment.
9. Estimate the number and types of jobs to be created as a result of the
project and the estimated annual payroll of employees working at the
project; and if there is any substantial probability that loss of ex-
isting jobs would occur if the project was not constructed, estimate
the number and types of existing jobs which would be lost and the es-
timated annual payroll of employees holding such jobs.
Project represents new and expanded facilities for an existing
Lubbock Company, and will require four (4) additional jobs.
Estimated annual payroll will be in excess of $275,000.
10. Project site (land)
(a) Indicate approximate size (in acres or square feet) of project
site.
122,451 Square Feet
(b) Are there buildings now on the project site?
yes X no
(c) Indicate the present use of the project site.
None
15. Is there a relationship legally or by virtue of common control or owner-
ship between the principal user and the seller of the project? If yes,
describe this relationship:
None
16. Describe any liens and encumbrances relatingto the project
c
to-
gether with evidence that all necessary intrests inrealestate,
re-
-4-
(d)
Indicate present owner of project site.
Magnolia Seed Crmpany
of Lubbock
(e)
Is the project site within the corporate limits of a city?
yes no
11.
If
the principal user now owns the project site,
indicate: '
(a)
date of purchase September 20, 1979
(b)
purchase price $48,980.40
(c)
balance of existing mortgage None
(d)
holder of mortgage None
12.
If the principal user is not now the owner of the
principal user have an option to
project site, does the
the
purchase the site and any buildings on
site? If yes; -indicate:
(a)
date option agreement signed with owner
N/A
(b)
purchase price under option
N/A
(c)
expiration date of option
N/A
13.
Has the principal user entered into a contract to
If yes, indicate:
purchase the site?.
(a)
date signed
N/A
(b)
purchase price
N/A
(c)
settlement date
N/A
14.
If the principal user is not the owner of project
pal user now lease the site
site, does the princi-
or any buildings on the
site?
N/A
15. Is there a relationship legally or by virtue of common control or owner-
ship between the principal user and the seller of the project? If yes,
describe this relationship:
None
16. Describe any liens and encumbrances relatingto the project
c
to-
gether with evidence that all necessary intrests inrealestate,
re-
-4-
quired for the construction installation and operation of the project
have been or can be acquired, that all necessary access roads, utili-
ties and drainage facilities have been or can be provided and that
all approvals, permits, consents or,authorizations of any governmental
or public agency, authority or person required in connection with the
construction, installation and operation of the project have been or
can be obtained.
No liens or encumbrances thereon
Copy of Warranty Deed attached
17. Does the project involve acquisition of an existing building or other
facilities? If yes, indicate number and size of such buildings and
facilities:
RIM
18. Does the project consist of the construction of a new building or
other facilities? If yes, indicate number and size of rs2w buildings
and facilities:
Yes, one (1) 30,000 Square Foot Building
19. Does the project consist of additions and/or renovations to existing
buildings or other facilities? If yes, indicate nature of expansion
and/or renovation:
NO
20. If any space in the project is to be leased to third parties, indicate
total square footage of the project, amount to be leased to each ten-
ant, and proposed use by each tenant.
N/A
21. Give the names of the architect, engineer and general contractor for
the project.
Architect— Whitaker,Hali,McQueen & Jones
General Contractor— Pharr & Pharr'Enterprises
22. (a) Give the approximate date of commencement and completion of the
project.
Commencement — January 15, 1981
Completion — August 15, 1981
MIE
r
M Is the construction work
on this
project begunc
Completethe
fol1ov;ing:
No
(a)
(b)
site clearance
foundation
yes
no
%
complete
date
commenced
(c)
-
footings
___-,yes
no
%
complete
date
commerced
(d)
steel
_yes
no
%
complete
date
commenced
(e)
masonry work
_des
__yes
no
rt9
%
.%
complete
complete
date
date
commenced
commenced
(f).
other (describe
below)
_des
no
%
complete
date
commenced
23. List principal items or categories of equipment to be acquired as part of
the project. Shelving
Warehouse Equipment
Office Furniture
Office Equipment
24. Has any of the above equipment been ordered or purchased? If yes, indi-
cate: Ido
Item Date Ordered Delivery Date Price
25. List the face amount of all tax-exempt financing previously arranged by
or for the benefit of the principal user. None
Name Original Current
of face outstanding
Issue Date amount amount Location
26. Give a detailed showing of the estimated cost of the project together
with a list of the sources from which payment will be made, which shall
show estimated items of cost as follows:
(a) the acquisition of all land, right of way, property rights, ease-
ments and interests acquired or to be acquired;
$48,980 - Land Purchase
10,060 - Right of Way and Track Spur
$59,040 Total
-6-
(t; Mac�-irel-y and equipment;
Shelving and Warehouse Handling Equipment $65,000
Office Furniture and Equipment
25,000
(c) building costs; Total $90,000
Building
Rail tract to $535,000
complete Spur 201000
(d) financing charges, including fees and expenses of original0 purch-
aser, underwriter, financial advisor or placement agent, bond counsel,
other legal counsel, bond delivery and printing expense, bond discount,
the costs of preparing and processing the application to the Texas In-
dustrial COM-ission, and any other fees and expenses in connection
with the financing of the project;
$50,000
(e) interest ftRiQ*r4&i during construction
if applicable;
Interest for Six (6) months at 10%
Approximately — $15,000
(f) any reserve funds; None
(g) engineering, including among other costs the costs of estimates,
Plans, specifications and surveys;
N/A
(h) architectural fees;
Plans $5,190
Consultation 2,500
$7,690
(i) administrative expense of the Industrial Development Authority;
(j) any other enumerated expenses;
None
(k) contingencies.
None
IWAE
any of the above expenditures made by the applicant prior tc the
of the inducement resolution? If yes, -Indicate particulars:
land Right -of -Way Purchases $59,040
Architects Vee 5,190
$64,230
28. Have any of the above expenditures been incurred but not paid by the,
principal user? If yes, indicate particulars:
No
29. Are costs of working capital, inventory, moving expenses, work in pro-
cess, or stock in trade included in the proposed uses of bond proceeds?
No
30. Will any of the funds to be borrowed through the Authority be usc:� to
repay or refinance an existing mortgage or outstanding loan?
No
(Complete questions 31 and 32 only if the proposed financing is an industrial
development financing in excess of $1 million.)
31. List "capital expenditures" paid or incurred by the principal user or
any other person with respect to this project;
Past 3 years Next 3 years
Land S
Buildings
Equipment
Engineering
Architecture
Research and development
Interest during construction
Other (please explain)
"Capital expenditures" means any expenditures which could, under any
election provided in the Income Tax Regulations, be treated as a capi-
tal expenditure rather than an ordinary expense for federal income tax
purposes. Examples of areas requiring particular attention are:
Research and development expenses with respect to a facility must
be treated as capital expenditures with respect to it. This would
include research and development with respect to equipment to be
-8-
•
used there. Research and development rxpenses allocable to the
project under the foregoing rule must be treated as capital ex-
_ penditures with respect to it even though the research and de-
velopme11t work takes place in a different municipality or state.
Costs of molds, etc. to be used at a facility are capital expend-
itures even if paid by the customer.
Costs of equipment to be moved to a facility are capital expend-
itures even if the purchase and initial use of the equipment oc-
curred outside the municipality.
32. List capital expenditures with respect to other facilities of the prin-
cipal user or any related person, if the facilities are located in the
same municipality. „
Past 3 years Next 3 Years
Land $ $
Buildings
Equipment
Erjineering
Architecture
Research and development
Interest during construction
Other (please explain) —
W , _1%
Tache Ross�Co.
August 15, 1980
Board of Directors
Magnolia Seed, Hardware & Implement Co.
Dallas, Texas
We have examined the consolidated balance sheets of
Magnolia Seed, Hardware & Implement. Co. and subsidiaries as -of
June 30, 1980 and 1979, and the related statements of earnings,
stockholders' equity, and changes in fin,.ncial position for the
years then ended. Our examinati^-s were made in a--cordance with
generally accepted auditing standards and, accordingly, included
su~h tests of the accounting records and such cther auditing
procedures as we considered necessary in the circumstances.
SS
Certified Public Accountants
I if
2001 BRYAN TOWER - SUITE 2400 - DALLAS TEXAS 75201 (214) 741 3553
In our
opinion, the consolidated financial
statements
,
referred to above present fairly the financial position
of Magnolia
Seed, Hardware
& Implement Co. and subsidiaries at June
30, 1980
and 1979, and
the results of their operations and the
changes in
t="
their financial position for the years then ended, in
conformity
with generally
accepted accounting principles applied on
a consis-
tent basis.
SS
Certified Public Accountants
I if
2001 BRYAN TOWER - SUITE 2400 - DALLAS TEXAS 75201 (214) 741 3553
ToudieRoss &Cry
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ToucheRoss&Q
MAGNOLIA SEED HARDWARE & IMPLEMENT CO.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
SALES
Discounts allowed
NET SALES
COST OF GOODS SOLD
EXPENSES:
Selling, general, and
administrative
Taxes other than income taxes
Depreciation and amortization
Contribution to profit sharing
trust
Interest
OTHER INCOME
EARNINGS BEFORE FEDERAL INCOME
TAXES
FEDERAL INCOME TAXES, currently
payable
NET EARNINGS
EARNINGS PER SHARE (Note D)
Year ended June 30
1980 1979
$ 15,932,913 $ 12,993,048
88,665 _ 97,245
15,844,248
12,895,803
11,732,777
9,612,658
4,111,471
3,283,145
2,676,437 2,204,875
137,878
129,519
129,501
117,590
74,783
62,102
64,010
46,518
3,082,609
2,560,604
1,028,862
722,541
110,637
91,301
1,139,499 813,842
506,000 367,000
$ 633,499 $ 446,842
1_12-79 $ 7.76
See notes to consolidated financial statements.
ToudzeRoss&Gh
T`r
Erma
BALANCE, July 1, 1978
Cash dividend ($1.25
per share)
Net earnings for
the year
tin
BALANCE, June 30, 197'.
r -A Cash dividend ($1.50
per share)
Stock split (Note D)
Treasury stock
(Note D)
Net earnings for
the year
BALANCE, June 30, 1980
ANN
,,ng
r
14AGNOLIA SEED, HARDWARE & IMPLEMENT CO.
AND SUB!IDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common stock Treasury stock Retained.
Shares Par value Shares Cost earnings Total
28,800 $ 720,000 $ 1,609,681 $ 2,329,681-
28,800 720,000
( 36,000) ( 36,000)
446,842 446,842
2,020,523 1,740,523
( 36,834) ( 36,834)
28,800 720,000 ( 720,000) -
(8,490) $(283,000) ( 283,000)
633,499 633,499
57,600 $ 1,440,000 8,490) 1(283,000) $ 1,897,188 $ 3,054,188
See notes to consolidated financial statements.
� 4
ToudzeRass&Ca
MAGNOLIA SEED, HARDWARE & IMPLEMENT CO.
AND SUBSIDIARIES
CONSOLIDATED S•PATEMENTS OF CHANGES IN FINANCIAL POSITION
Due to profit sharing trust' 628
s on long-term debt ( 12,681) ( 11,314)
Current installment
!2 � ( 25,172) 97,700
$ 4611727 $. 310,313
See notes to consolidated financial statements.
5
Year ended June 30
SOURCES OF FUNDS:
1980
1979
From operations:
Net earnings
Noncash expenses:
$ 633,499
$ 446,842
Depreciation
Amortization
108,784
96,872
20,717
20,718
Funds provided from operations
763,000
564,432
Decrease in other assets
Increase in long-term debt
226:400
76,050
Other sources
1,373
-
13,660
APPLICATION Off' FUNDS:
$ 990,773
$ 654,42
Payments and current installments on
long-term debt
Land, plant, and equipment
$ 56,259
$ 206,043
purchases
Payment of cash dividend
148,484
101,786
Acquisition of treasury stock
36,834
283,000
36,000
Increase in other assets
4,469
-
529,046
343,829
Increase in working capital
461,727
310,313
INCREASE (DECREASE) IN COMPONENTS
"90,773
$654,142
OF WORKING CAPITAL:
Cash
Accounts receivable
$ 48,196
$ 32,549
Inventories
523,425
194,607
Prepaid expenses
246,791
261,546
Notes payable
25,897
502
Accounts payable
390,000
(315,000)
Salaries, commissions, and bonuses
Taxes
(344,057)
(255,411)
69,858
( 12,568)
other than income taxes
Federal income taxes
( 10,674)
( 8,195)
(124 5871
Due to profit sharing trust' 628
s on long-term debt ( 12,681) ( 11,314)
Current installment
!2 � ( 25,172) 97,700
$ 4611727 $. 310,313
See notes to consolidated financial statements.
5
TotJzeRoss&Ca
MAGNOLIA SEED, HARDWARE & IMPLEMENT CO.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1980 AND 1979
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of consolidation
The accompanying financial statements include the accounts
of the Company and its wholly owned subsidiaries, Magnolia Seed
Company of Houston and Magnolia Seed Company of Lubbock. All
intercompany profits, transactions, and balances have been elimi-
nated.
Inventories
Inventories are stated at the lower of cost (first -in,
first -out method) or market.
Property, plant, and equipment
Provision for depreciation has been made at annual rates
based upon the estimated useful livesof the assets, generally four.
years for automobiles and trucks and five to ten years for furni-
ture and fixtures and machinery and equipment, using both straight-
line and declining balance methods. Leasehold improvements are
amortized over the lease term (10 years) which is shorter than the
useful life. The buildings are being depreciated over their esti-
mated useful lives using the straight-line method for the used
building (20 -year life) and the 150% declining balance method for
the new building (30 -year life).
Intanqible assets
Intangible assets include costs in excess of net assets of
businesses acquired and the cost of a noncompete agreement.
Cost of $79,012 in excess of net assets of a business
acquired in 1978 is being amortized on a straight-line basis over a
period of 20 years. In accordance with accounting principles in
effect at the date of the acquisition of another business, cost of
$100,294 in excess of net assets of the business acquired is not
being amortized because Company management is of the opinion that
no diminution in value has occurred. The noncompete agreement
with an original cost of $50,000 is being amortized over the term
of the agreement (three years).
6
ToudieRass,,s,Q
MAGIOLIA SEED, HARDWARE & IMPLEMENT CO.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED
YEARS ENDED JUNE 30F1980 AND 1979
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Profit sharing
The Company has a profit sharing and
ing all employees with more than
retirement plan cover-
one year's
are made to the plan at the discretion of
service. Contributions
the Company's Board
Directors.
of
Income taxes
Investment tax credits are recorded on the flow-through
method whereby they are applied as
a reduction
expense in the year utilized.
of income tax
B. LONG-TERM DEBT AND NOTES PAYABLE:
i June 30
Long-term debt consists of:
19$0 Z--979
6.75% note payable, due in 1986,
payable in monthly installments
of $1,402 including interest;
land and buildings having a not
depreciated cost of $158,134 in
1980 are pledged as collateral
$ 77,028 $ 88,239
8.5% note payable, due in 1983,
payable in monthly installments
of $2,170 including interest;
land and buildings having a net
depreciated cost of $171,858 in
1980 are pledged as collateral
61,590 81,466
7.0% note payable, due in 1989,
payable in annual installments
of $22,640 plus interest,
collateralized by 8,490 shares
of treasury stock
226,400 -
365,018 169,705
Less current installments
56,272 _ 31,100
$ 308,7E5 $ 138,605
7
F ThJieRoss& a
MAGNOLIA SEED HARDWARE & IMPLEMENT CO.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS•(CONTINUED)
YEARS ENDED JUNE 30, 1980 AND 1979
B. LONG-TERM DEBT AND NOTES PAYABLE (CONTINUED):
The Company maintains a line of credit with a commercial
bank with interest at the bank's prime lending rate, which is shown
as notes payable on the balance sheet.
C. COMMITMENTS:
The Company i,as entered into three noncancelable lease
agreements for waret.ousing and office space. Two of the leases
expire in 1980 and the remaining lease is renewable in 1984 at the
prevailing rental rates for two additional five-year periods. The
Company is required to pay all taxes and insurance on the lease
renewable in 1984. Aggregate minimum rental commitments under
these operating leases at June 30, 1980, are as follows:
3.
Year
Amount
1981
$ 89,832
e :'_;
1982
1983
79,632
k
69,432
1984-1985
57,860
$ 296,756
L
Total rent expense was $187,535 in
1979, including month-to-month leases for equipment.
1980 and e$148,982 in
D. TREASURY STOCK PURCHASE AND STOCK SPLIT:
Upon authorization of the Board of Directors on July 18,
1979, the Company
purchased 4,245 shares (8,490
from the estate of a former shareholder
after stock split)
at
$283,000.
an aggregate cost of
A two-for-one stock split effected in
the form of a dividend
was authorized by the Board of Directors in
November 1979. Earn-
ings per common share is based on the weighted average number of
shares of
common stock outstanding during
adjusted retroactively for the stock split.
the respective year
8
•' "" ' LUBBOCK INDUSTRIAL DEV IELOPMENT CORPORATION
INDUCEMENT AND INDEMNITY AGREEMENT
Lubbock, Texas
Gentlemen:
The below named Applicant has this day filed with your Corporation
an Application for Financia]. Participation pursuant to the Development
Corporation Act of 1979 and in accordance frith your Regulations in
effect on the date hereof.
As an inducement to the Lubbock Industrial Development Corporation
and to the City of Lubbock, Texas, to accept, review and favorably
consider and approve said Application and to issue the oblAgations
therein contemplated, and whether or not all or any -part thereof
are ever actually approved or issued by you, the Applicant hereby
irrevocably agrees that it will (a) pay all project costs which are
not or cannot be paid or reimbursed from the proceeds of obligations
issued b- you, and (b) at all times indemnify and hold harmless the
L:.�bbock Industrial Development Corporation and the members and officers
of its Board of Directors and the City of Lubbock, Texas, and the
nembers and officers of its City Council or governing body and any
person or entity i.t privity with either, against all losses, claims,
demdnds, costs, damages, expenses, and liabilities of whatsoever nature
or kind (including but not limited to attorneys' fees, litiation and
court costs, amounts paid in settlement, and amounts paid to- discharge
judgments) whether or not arising out of the negligence of Applicant
and specifically further, whether or not arising from the negligence
of the Lubbock Industrial Development Corporation, directly and/or
indirectly resulting from, arising out of or related to the acceptance,
consideration and approval or disapproval of.such Application or the
issuance, offering, sale or delivery of any such obligations, or the
resign, construction, installation,.operation, use, occupancy,
raintenance or ownership of the Project, as such term is defined
in the Development Corporation Act of 1979.
It is understood and agreed that this Inducement and Indemnity Agree-
ment shall be continuing and shall survive and continue to be effective
after any approval or disapproval of said Application and the issuance
or failure to issue any such obligations and the construction and
operation of the Project. It is also understood that additional
indemnity agreements may be required by you from the Applicant or
others, such as guarantors, prior to the final approval of such
Application.
This Inducement and Indemnity Agreement shall be effective upon
execution by you where indicated below, and the same is.dated this
day of 1980.
Sincerely yours,
&AcAlzoa
A 4an
A Officer o Representative
i
INDUCEMENT AND INDEMITY AGREEMENT (Continued)
ACCEPTANCE CLAUSE
Approved, Accepted and Agreed by the Lubbock Industrial Development
Corporation, this the day of , 1980,
Authorized Officer or Representative
-2_ 6
WARRANTY DEED
S-561
THE STATE OF TEXAS X
I IG10W ALL MEN BY THESE PRESENTS:
COUNTY • OF LUBBOC :K I
That SANTA FE LAND IMPROVEMENT COMPANY, a California corporation,
Grantor, for and in Consideration of the sum of TEN AND N0/100 DOLLARS
($10.00) and other good and valuable considerations, to it paid by MAGNOLIA
SEED COMPANY, a TPXAS corporation, Grantee, the receipt.of which
is hereby acknowledged, has Granted, Sold and Conveyed, and by these presents
does Grant, Sell and Convey, unto the said Grantee all of the following
described property, to wit:
All of that part of Lot 2, Block 11, Crawford Industrial
Addition to the City of Lubbock, LubSock County, Texas, a sub-
division of a part of the south half of Section 1, Block E,
GC&SF RR Co. Survey, as shown on the official plat of the First
Installment of said addition of record in Volume 972, Page 553,
of the records of Lubbock County, Texas, more particularly des-
cribed as follows:
BEGINNING at the west line of Magnolia Avenue, (a 75.0 -foot
street right-of-way) and the south line of The Atchsion, Topeka
and Santa Fe Railway Company's Track No. 244 right-of-way;
THENCE South along the east line of said Lot 2, 335.0 feet
to a point for curve;
THENCE Southwesterly on said curve, with a radius of 15.0
feet, an arc distance of 23.56 feet to a point in the north
line of 66th Street (a 75.0 -foot street right-of-way);
t
THENCE West along the south line of said Lot 2 a distance
of 335.0 feet to a point for corner;
THENCE North parallel with the east line of said Lot 2 a
distance of 350.0 feet to the right-of-way line of said Railway
Company;
THENCE East along said right-of-way 350.0 feet to the
POINT OF BEGINNING;
Containing an area of 122,451.71 square feet, or 2.811 acres,
more or less.
-1-
Grantor specifically RESERVES unto itself, its successors and assigns,
an easement for railroad purposes over and across the north 12.5 feet of
the above-described property, and no use, construction, reconstruction or
change in railroad"track or tracks or any other facility in such easement
area shall be made without the written consent of Grantor in each instance.
This deed is given and Grantee accepts same SUBJECT TO that certain
deed dated November 2, 1964, recorded in Volume 1016, Page 404, Deed Records
of Lubbock County, Texas, from Terminal Building Corporation of Texas (prede-
cessor in interest to Grantor herein), to Oil Development Company of Texas,
in which all mineral interests, royalties, bonuses, rentals and other rights
in connection with said mineral and royalty rights, bonuses, and rentals were
conveyed, without a right of surface entry for any purpose whatsoever.
ALSO SUBJECT TO any and all rights-of-way for highways and/or roads
pipelines, pole and wire lines, ditches and the like and ordinances of the
City of Lubbock, Texas.
TO RAVE AND TO HOLD the above described premises, together with all and
singular the rights and appurtenances thereto in anywise belonging unto the
said Grantee and Grantee's successors and assigns forever; and the said Grantor
does hereby bind itself, its successors and assigns, to warrant and forever
defend all and singular the said premises unto the said Grantee and Grantee's
successors and assigns, against every person whomsoever lawfully claiming or
to claim the same or any part:thereof, except as aforesaid.
IN WITNESS WHEREOF, the said Grantor has caused these presents to be
signed by its President, thereunto duly authorized, and to be attested
by its -- Secretary, with the impress of its corporate seal, this
day of —� w 1979.
SANTA FE LAND IMPROVEMENT COMPANY
SerfBy
`'Its President
ATTEST:
�e, '.
Its Se etary
-2-
VOL 1659, PAct 549
VOL1659 r41.350
STATE OF ILLINOIS X
X
COUNTY OF COOK I '
Before me,. E a►; Al;t_tPy , a Notary Public in and for the .
County and State aforesaiif, personally appeared 2 A Sf e *rT
President of Santa Fe Land Improvement Company, known to me
to be the person whose_name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the purposes and
consideration and in the capacity therein expressed, and as the act and
deed of said Santa Fe Land Improvement Company.
Given under my hand and seal of office this day of
19��.
Nota y Pu is
My commission expires:
6, /4
Seal
-SAS
COUNTY OF LUBBOCK l
1 vfRy that IM, lwtm-ant wa F;UD erg Nf
daft and K tha *a* atm hemon by we and prat &*MOM J
jn the VOWM WNo at the alcoav N
�i %
r .a,,.d h—aft by wr
OCT IL 1979
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