UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
Schedule
TO/A
(Amendment
No. 1)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities
Exchange Act of 1934
___________________
LSB
INDUSTRIES, INC.
(Name
of
Subject Company (Issuer) and Filing Person (Offeror))
$3.25
Convertible Exchangeable Class C Preferred Stock, Series 2
(Title
of
Class of Securities)
502160500
(CUSIP
Number of Class of Securities)
Jack
E.
Golsen
Chairman
of the Board and
Chief
Executive Officer
16
South
Pennsylvania Avenue
Oklahoma
City, Oklahoma 73107
(405)
235-4546
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
______________________
With
copies to:
Irwin
H.
Steinhorn, Esq.
Conner
& Winters, LLP
1700
One
Leadership Square
211
North
Robinson
Oklahoma
City, Oklahoma 73102-7101
(405)
272-5711
(405)
232-2695 (fax)
__________________
__________________
CALCULATION
OF FILING FEE
|
Transaction
valuation(*)
|
|
Amount
of Filing Fee(**)
|
|
$30,580,700
|
|
$3,272.13***
|
|
*
|
Calculated
solely for the purpose of determining the registration fee. This
amount
assumes that 305,807 shares of $3.25 Convertible Exchangeable Class
C
Preferred Stock, Series 2, will be exchanged pursuant to this offer.
The
transaction value is equal to the approximate aggregate market value
of
the Preferred Stock based on the average
of the high and low prices of the Preferred Stock as
reported on the OTCBB on February 2, 2007, which was $100.00 per
share..
|
|
**
|
The
amount of the filing fee was calculated in accordance with Rule 0-11
of
the Securities Exchange Act of 1934 and equals $107.00 for each $1,000,000
of the value of the transaction.
|
|
***
|
Previously
paid.
|
|
¨
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its filing.
|
|
Amount
Previously Paid:
|
|
N/A
|
|
Filing
Party:
|
|
N/A
|
|
Form
or Registration No.:
|
|
N/A
|
|
Date
Filed:
|
|
N/A
|
|
¨
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
|
¨
|
third-party
tender offer subject to Rule 14d-1.
|
|
x
|
issuer
tender offer subject to Rule 13e-4.
|
|
¨
|
going-private
transaction subject to Rule 13e-3.
|
|
¨
|
amendment
to Schedule 13D under Rule 13d-2.
|
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: x
Introductory
Statement
This
Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule
TO
of LSB Industries, Inc., a Delaware corporation (the “Company”), relating to its
offer to exchange 7.4 shares of the Company’s common stock for each validly
tendered and accepted share of $3.25 Convertible Exchangeable Class C Preferred
Stock, Series 2, on the terms and subject to the conditions described in the
Offer to Exchange, dated February 9, 2007 (the “Offer to Exchange”) and the
related Letter of Transmittal which together constitute the Exchange Offer.
This
Schedule TO is filed in satisfaction of the reporting requirements of Rule
13e-4
under the Securities Exchange Act of 1934, as amended. The Exchange Offer was
made by the Company pursuant to an exemption from registration under
Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”).
The
Schedule TO is hereby amended and supplemented by this Amendment No. 1 to
Schedule TO as follows:
|
Item 4.
|
Terms
of the Transaction.
|
(a)
Material
Terms.
Item
4 of
Schedule TO is hereby amended and supplemented by adding the following:
The
Exchange Offer expired at 5:00 P.M., New York City time, on Monday, March 12,
2007 (the “Expiration Date”). On March 13, 2007, the Company announced the
acceptance for exchange of 305,807 shares of Preferred Stock that were validly
tendered and not withdrawn as of the Expiration Date, and issued 2,262,971
shares of its common stock in exchange for such shares of Preferred Stock.
193,295 shares of Preferred Stock remained outstanding at the Expiration Date.
The
full
text of the Company’s press release relating to the announcement of the
expiration and results of the Exchange Offer, is filed herewith as exhibit
99(a)(7) and is incorporated herein by reference.
|
Item 12.
|
Exhibits.
|
Item
12
of Schedule TO is hereby amended and supplemented by adding the following:
|
(a)
|
(7)
|
|
Press
Release, dated March 13, 2007 announcing the expiration and results
of the
Exchange Offer
|
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
March 13, 2007
LSB
INDUSTRIES, INC.
By:
/s/ Jack E. Golsen
Jack E. Golsen
Chairman
of the Board and
Chief
Executive
Officer
EXHIBIT
INDEX
|
(a)
|
(7)
|
|
Press
Release, dated March 13, 2007 announcing the expiration and results
of the
Exchange Offer
|
Ex
hibit
.(a)
(7)
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.