UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported) January 26,
2007
LSB
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-7677
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73-1015226
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||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
||
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16
South Pennsylvania, Oklahoma City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
|||
Registrant's
telephone number, including area code
(405) 235-4546
Not
applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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x
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Section
8 - Other Events
Item
8.01 Other
Events.
On
January 29, 2007, LSB Industries, Inc. (the “Company”) issued a press release
announcing that on January 26, 2007, the Board of Directors of the Company
approved an exchange offer to exchange 7.4 shares of the Company’s common stock
for each share of its $3.25 Convertible Exchangeable Class C Preferred Stock,
Series 2 (the “Series 2 Preferred”) tendered in the exchange offer and the
waiver of all rights to accrued and unpaid dividends on the Series 2 Preferred
so tendered. When commenced, the exchange offer would be for 309,807 of the
499,102 outstanding shares of Series 2 Preferred. As described in the press
release, the exchange offer for the shares of Series 2 Preferred has not
commenced and will not commence until certain actions are taken by the Company.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and
is
incorporated herein by reference.
This
report is not an offer or a solicitation of an offer to sell or exchange any
security.
Section
9 - Financial Statements and
Exhibits
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press
Release, dated January 29, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
January
29, 2007
LSB
INDUSTRIES, INC.
By: /s/
Tony M. Shelby
Tony
M.
Shelby,
Executive
Vice President and
Chief
Financial Officer
COMPANY
CONTACT:
Investor
Relations Contact:
Tony
M.
Shelby, Chief Financial Officer
Linda
Latman (212) 836-9609
(405)
235-4546 Lena
Cati
(212) 836-9611
The
Equity Group Inc.
FOR
IMMEDIATE
RELEASE
LSB
INDUSTRIES, INC. ANNOUNCES BOARD APPROVAL OF EXCHANGE OFFER FOR ITS $3.25
PREFERRED STOCK, SUBJECT TO CERTAIN CONDITIONS
Oklahoma
City, Oklahoma . . . January 29, 2007 . . . LSB Industries, Inc. (“the
Company”), (AMEX: LXU), today announced that its Board of Directors has approved
an offer to exchange shares of its common stock for up to 309,807 of the 499,102
outstanding shares of its $3.25 Convertible Exchangeable Class C Preferred
Stock, Series 2 (the “Series 2 Preferred”). The terms of the exchange offer
would provide for the issuance by the Company of 7.4 shares of common stock
in
exchange for each share of Series 2 Preferred tendered in the exchange offer
and
the waiver of all rights to accrued and unpaid dividends on the Series 2
Preferred tendered. As of December 31, 2006, the accrued and unpaid dividend
on
the Series 2 Preferred was $23.975 per share. The exchange offer described
in
this release has not commenced, and, as described below, the exchange offer
will
not commence until certain action is taken by the Company. When commenced,
the
exchange offer would be subject to numerous conditions that will be described
in
the tender offer documents to be completed. Once the exchange offer commences,
neither the Company nor its Board of Directors will make any recommendation
to
holders of Series 2 Preferred as to whether to tender or refrain from tendering
their shares in the exchange offer. As previously disclosed, the Company has
entered into an agreement with Jayhawk Capital Management, L.L.C. and certain
of
its affiliates (collectively, “Jayhawk”). Under the agreement, Jayhawk has
agreed to tender in the exchange offer 180,450 shares of the 346,662 shares
of
Series 2 Preferred owned by Jayhawk. In addition, as a condition to Jayhawk’s
obligation to tender such shares of Series 2 Preferred in the exchange offer,
the agreement further provides that Jack E. Golsen (Chairman of the Board and
CEO of the Company), his wife, children and certain entities controlled by
them
(the “Golsen Group”) would exchange only 26,467 of the 49,550 shares of Series 2
Preferred beneficially owned by them. As a result, only 309,807 of the 499,102
shares of Series 2 Preferred currently outstanding would be eligible to
participate in the exchange offer, with the remaining 189,295 being held by
Jayhawk and the Golsen Group.
(more)
LSB
Industries, Inc. News Release Page
2
January
29, 2007
This
release is neither an offer to purchase nor a solicitation of an offer to sell
securities. The exchange offer for the shares of Series 2 Preferred described
in
this release has not commenced and is subject to completion of tender offer
documents. When the exchange offer is commenced, the Company will mail tender
offer documents to holders of the Series 2 Preferred and file a tender offer
statement with the Securities and Exchange Commission (“SEC”). Such statement
(including an offer to purchase, a related letter of transmittal and other
offer
documents) would contain important information with respect to the offer that
should be read carefully before any decision is made with respect to any tender
offer. Those materials would be made available to the Company’s security holders
at no expense to them. In addition, all of those materials (and all other offer
documents filed with the SEC) would be available at no charge on the SEC’s
website (www.sec.gov).
LSB
is a
manufacturing, marketing, and engineering company with activities on a world
wide basis. LSB’s principal business activities consist of the manufacture and
sale of commercial and residential climate control products, the manufacture
and
sale of chemical products for the mining, agricultural and industrial markets,
the provision of specialized engineering services, and other activities.
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