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) March 13, 2007
LSB
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-7677
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73-1015226
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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16
South Pennsylvania, Oklahoma City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Section 3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
Effective
March 13, 2007, LSB Industries, Inc. (the “Company”) completed an offer to
exchange (the “Exchange Offer”) outstanding shares of its $3.25 Convertible
Exchangeable Class C Preferred Stock, Series 2 (the “Preferred Stock”), for 7.4
shares of the Company’s common stock, par value $0.10 per share. Pursuant to the
terms of the Exchange Offer, the Company will issue 2,262,971shares of common
stock in exchange for 305,807 shares of Preferred Stock, representing
approximately 99 % of the 309,807 shares of Preferred Stock that were eligible
for exchange in the Exchange Offer. The Exchange Offer closed on March 12,
2007
and the 305,807 shares of Preferred Stock were retired upon acceptance of the
Exchange Offer by the Company on March 13, 2007. No
fractional shares of common stock will be issued.
As
of
December 31, 2006, the accrued and unpaid dividend on the Preferred Stock was
$23.975 per share. Accordingly, pursuant to the terms of the Exchange Offer,
the
holders of the 305,807shares of Preferred Stock accepted in the Exchange Offer
waived an aggregate of approximately $7.3 million in accrued and unpaid
dividends on such shares of Preferred Stock. Immediately following completion
of
the Exchange Offer, (a) 193,295 shares of Preferred Stock (excluding 18,300
treasury shares) remained issued and outstanding and (b) there was a total
of
approximately $4.6 million in accrued and unpaid dividends on such issued and
outstanding Series 2 Preferred.
The
issuance of shares of common stock in this transaction is exempt from
registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under
the Securities Act. The Company announced the results of this Exchange Offer
in
a press release dated March 13, 2007. The press release is attached hereto
as
Exhibit 99.1 and incorporated herein by reference.
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Section
9 - Financial Statements and Exhibits
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Item
9.01 Final Statements and Exhibits.
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(c)
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Exhibits
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Exhibit
No.
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Document
Description
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99.1
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Press
Release dated March 13, 2007 announcing final results of exchange
offer
for the Company’s $3.25 Convertible
Exchangeable Class C Preferred Stock, Series
2
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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: March
13,
2007
LSB
INDUSTRIES,
INC.
By:
/s/ Jack E. Golsen
Jack
E. Golsen
Chairman
of the Board and
Chief
Executive Officer
COMPANY
CONTACT: Tony
M.
Shelby
Chief
Financial Officer
(405)
235-4546
Investor
Relations Contact: Linda
Latman (212) 836-9609
Lena
LeCati (212) 836-9611
The
Equity Group, Inc
March
13,
2007
AMEX:LXU
LSB
INDUSTRIES, INC. ANNOUNCES FINAL RESULTS OF EXCHANGE OFFER FOR $3.25 CONVERTIBLE
EXCHANGEABLE CLASS C PREFERRED STOCK, SERIES 2
Oklahoma
City, Oklahoma . . . March 13, 2007. . . LSB Industries, Inc. (the “Company” or
“LSB”) (AMEX: LXU), announced the final results of its previously announced
offer to exchange (the “Exchange Offer”) shares of its common stock for 309,807
outstanding shares of $3.25 Convertible
Exchangeable Class C Preferred Stock, Series 2 (“Preferred Stock”) (CUSIP
No. 502160500).
The
Exchange Offer expired at 5:00 p.m. New York City Time on Monday, March
12,
2007.
LSB
will
issue 2,262,971 shares of its common stock in exchange for 305,807 shares
of its
outstanding Preferred Stock tendered in the Exchange Offer. Pursuant to
the
terms of the Exchange Offer, the holders of the Preferred Stock accepted
in the
Exchange Offer waived a total of approximately $7.3 million in accrued
and
unpaid dividends on such shares of Preferred Stock, or $23.975 per share.
193,295 shares of the Preferred Stock remained outstanding at the expiration
of
the Exchange Offer.
The
Exchange Offer was made pursuant to an offer to exchange and related letter
of
transmittal, copies of which may be obtained without charge from the Information
Agent for the Exchange Offer, Georgeson, toll free at (800) 657-4428. The
offer
to exchange and other related documents filed with the Securities and Exchange
Commission on Schedule TO may be obtained for free at the Commission’s web site,
http://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.