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) July 11, 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
8 - Other Events
Item
8.01
Other Events.
On
July
11, 2007, the Board of Directors of LSB Industries, Inc. (“LSB”) approved the
redemption of all of its outstanding $3.25
Convertible Exchangeable Class C Preferred Stock, Series 2 (“$3.25
Preferred”). LSB mailed a notice of redemption to all holders of record of its
$3.25 Preferred on July 12, 2007. The redemption date is scheduled for August
27, 2007, and the redemption price is $50.00 per share of $3.25 Preferred,
plus
$26.25 per share in accrued and unpaid dividends pro-rata to the date of
redemption. As of the date of this report, 193,295 shares of $3.25 Preferred
were outstanding. UMB Bank, n.a., is the exchange agent in connection with
this
redemption. The $3.25 Preferred will be redeemed using a portion of the proceeds
of LSB’s recently completed $60 million offering of its 5.5% Convertible Senior
Subordinated Debentures due 2012.
The
holders of shares of $3.25 Preferred have the right to convert each share into
4.329 shares of LSB’s common stock, which right to convert terminates 10 days
prior to the redemption date. If a holder converts its shares of $3.25
Preferred, the holder would not be entitled to any accrued and unpaid dividends
as to the shares of $3.25 Preferred converted. If all of the outstanding shares
of $3.25 Preferred are converted, 836,774 shares of LSB common stock would
be
issuable.
Section
9 - Financial Statements and Exhibits
Item
9.01
Financial Statements and Exhibits.
(c) Exhibits.
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99.1
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Redemption
Notice, dated July 12, 2007, for the LSB Industries, Inc.’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: July
16,
2007
LSB
INDUSTRIES, INC.
By:
/s/ Jack E. Golsen
Jack
E.
Golsen
Chairman
of the Board and
Chief
Executive Officer
REDEMPTION
NOTICE
(First
Class Mail,
Postage
Prepaid)
[Holder
Address]
Re:
LSB
Industries, Inc. (the “Corporation”) redemption of all outstanding $3.25
Convertible Exchangeable Class C Preferred Stock, Series 2 (the “Convertible
Exchangeable Preferred Stock”); CUSIP No. 502160-50-0
Dear
Convertible Exchangeable Preferred Stock Holder:
Pursuant
to Section 5 of that certain Certificate of Designations of the Convertible
Exchangeable Preferred Stock, dated as of May 19, 1993 (the “Certificate of
Designations”), the Corporation hereby notifies you that the Board of Directors
of the Corporation has resolved to redeem, and the Corporation is redeeming,
all
of the outstanding Convertible Exchangeable Preferred Stock on August 27, 2007
(the “Redemption Date”).
On
the
Redemption Date, the Convertible Exchangeable Preferred Stock will be redeemed
by the Corporation at $50.00 per share, plus an amount in cash equal to all
accrued and unpaid dividends on the Convertible Exchangeable Preferred Stock
pro
rata to the Redemption Date (which accrued and unpaid dividends pro-rata to
the
Redemption Date will be $26.25 per share.) (the “Redemption
Price.”)
Pursuant
to Section 5 of the Certificate of Designations, on or after the Redemption
Date, you shall surrender the certificate(s) evidencing your shares of
Convertible Exchangeable Preferred Stock to UMB
Bank, n.a., Securities Transfer Division, 928 Grand Blvd.,
5th
Floor, Kansas City, MO 64106, or at P.O. Box 419064, Kansas City, MO
64141-6064
(the
“Exchange Agent”). Certificates sent to the Exchange Agent should be sent by
registered mail. The Exchange Agent shall be the place of payment of the
Redemption Price. Regardless of whether or not certificate(s) evidencing shares
of Convertible Exchangeable Preferred Stock are surrendered by you, if, on
the
Redemption Date, funds necessary for the redemption of shares of Convertible
Exchangeable Preferred Stock not converted shall have been irrevocably deposited
with the Exchange Agent, then, on and after the Redemption Date, dividends
will
cease to accumulate or accrue on all shares of the Convertible Exchangeable
Preferred Stock, the shares of Convertible Exchangeable Preferred Stock shall
no
longer be deemed to be outstanding, all holders of such certificates of
Convertible Exchangeable Preferred Stock shall cease to be stockholders of
the
Corporation, and all rights whatsoever with respect to the shares of Convertible
Exchangeable Preferred Stock shall terminate (except your right to receive
the
Redemption Price, without interest, upon surrender of your certificates for
redemption).
Each
share of your Convertible Exchangeable Preferred Stock is convertible into
the
Corporation’s common stock at the conversion rate of 4.329 shares of common
stock. If you convert, however, no fractional shares shall be issued. Instead
of
any fractional shares of common stock which would otherwise be issuable upon
conversion, the Corporation will pay a cash adjustment in respect of such
fractional interest in the amount equal to the same fraction of the market
price
per share of common stock at the close of business on the day of conversion.
Your right and the right of all holders of Convertible Exchangeable Preferred
Stock to convert shares of Convertible Exchangeable Preferred Stock pursuant
to
Sections 5 and 6 of the Certificate of Designations, terminates at the close
of
business at 4:30 p.m. (CST) on August 17, 2007, which is ten days prior to
the
Redemption Date. The Redemption Date is August 27, 2007. Pursuant to Section
6
of the Certificate of Designations, if after receipt of this Redemption Notice
you elect to convert all or any portion of your shares of Convertible
Exchangeable Preferred Stock, you will not be entitled to receive any payments
of, or adjustment relating to, any accrued and unpaid dividends on shares of
the
Convertible Exchangeable Preferred Stock so surrendered for conversion. If
you
elect to convert your shares of Convertible Exchangeable Preferred Stock
pursuant to the terms of the Certificate of Designations, please complete the
attached Conversion Notice and return such, together with the certificates
representing your shares of Convertible Exchangeable Preferred Stock, duly
endorsed in blank or to the Corporation, to the Exchange Agent.
The
Redemption Price will be paid to you upon the later of the Redemption Date
or
the presentation and surrender of your shares of Convertible Exchangeable
Preferred Stock to the Exchange Agent for redemption. In your letter of
transmittal to the Exchange Agent surrendering your shares of Convertible
Exchangeable Preferred Stock for redemption, please include either wire
instructions for the payment of the Redemption Price or a mailing address to
which the Redemption Price shall be sent. If you request payment of the
Redemption Price by wire transfer, your signature requesting such payment by
wire transfer or payment to a party other than the registered holder must have
a
medallion signature guarantee.
Whether
you are tendering your shares of Convertible Exchangeable Preferred Stock for
redemption or conversion, please endorse the certificates representing your
shares as follows:
(a) The
certificates representing the shares must be duly endorsed by the holder of
record thereof in exactly the same way as the name appears on the face of the
certificate evidencing the shares tendered for redemption or conversion without
any change or alteration, except as provided in subparagraph
(b)
below;
(b) When
the
endorsement is executed by an officer of a corporation or an attorney, executor,
administrator, trustee, guardian or other person acting in a fiduciary of
representative capacity, the person signing the endorsement must give his or
her
full title in such capacity, and proper evidence of the appointment and
authority of such person must be forwarded to the Exchange Agent;
and
(c) In
the
case of joint ownership of shares, all joint owners must sign; and
(d) In
the
case of persons alleging theft, loss or destruction of certificates representing
shares, provision of an appropriate affidavit and indemnity against any claim
with respect to such certificate shall constitute proper delivery of such
certificates only if the form of such affidavit and indemnity is reasonably
acceptable to the Company and Exchange Agent.
Also
enclosed is a W-9 form for you to complete. Please return the completed W-9
form
and your certificate or certificates of your Convertible Exchangeable Preferred
Stock, duly endorsed, to the Exchange Agent.
Should
you have any questions regarding this Redemption Notice, please do not hesitate
to contact Elizabeth Camacho at UMB Bank. telephone: 816-860-7744 and fax:
816-860-3970.
This
Notice of Redemption is being mailed to the record holders of the Convertible
Exchangeable Preferred Stock on July 12, 2007.