-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BaDNb9lPAXFAJQ5rUqHSilclZqRx9F6HArOFSgOzFHAfTTT1c27GDlfQjKkBsTd5 IgQmUGBsxc/bHQ7TiqvUXw== 0000941302-00-000049.txt : 20000216 0000941302-00-000049.hdr.sgml : 20000216 ACCESSION NUMBER: 0000941302-00-000049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LSB INDUSTRIES INC CENTRAL INDEX KEY: 0000060714 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 731015226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-17178 FILM NUMBER: 544551 BUSINESS ADDRESS: STREET 1: 16 S PENNSYLVANIA CITY: OKLAHOMA CITY STATE: OK ZIP: 73101 BUSINESS PHONE: 4052354546 MAIL ADDRESS: STREET 1: 16 SOUTH PENNSYLVANIA CITY: OKLAHOMA STATE: OK ZIP: 73101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAYHAWK CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001002078 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 BUSINESS PHONE: 9136422611 MAIL ADDRESS: STREET 1: 8201 MISSION RD STREET 2: SUITE 110 CITY: PRAIRIE VILLAGE STATE: KS ZIP: 66208 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) LSB INDUSTRIES, INC. ------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.10 per share ------------------------------------------------------------ (Title of Class of Securities) 502160104 ------------------------------------------------------------ (CUSIP Number) December 31, 1999 ------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / X / Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) CUSIP No. 502160104 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jayhawk Capital Management, L.L.C. (Tax I.D.: 48-1172612) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 5 SOLE VOTING POWER 1,016,300 OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 1,016,300 EACH REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,016,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 502160104 13G 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kent C. McCarthy 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen NUMBER OF 5 SOLE VOTING POWER 1,016,300 SHARES 6 SHARED VOTING POWER 0 BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 1,016,300 EACH REPORTING 8 SHARED DISPOSITIVE POWER 0 PERSON WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,016,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.6% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13G The Schedule 13G relating to the common stock of LSB Industries, Inc., a Delaware corporation, is being filed with the Securities and Exchange Commission by Jayhawk Capital Management, L.L.C., a Delaware limited liability company ("Jayhawk"), and its manager, Kent C. McCarthy. This Schedule 13G relates to shares of common stock of LSB Industries, Inc. purchased by Jayhawk for the accounts of Jayhawk Institutional Partners, L.P. and Jayhawk Investments, L.P., of which Jayhawk is the general partner. ITEM 1(A) NAME OF ISSUER. LSB Industries, Inc. ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 16 South Pennsylvania Oklahoma City, OK 73107 ITEM 2(A) NAME OF PERSON FILING. Jayhawk Capital Management, L.L.C. and Kent McCarthy as manager of Jayhawk. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE. 8201 Mission Road, Suite 110 Prairie Village, KS 66208 ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION. Jayhawk is organized under the laws of Delaware as a limited liability company. Mr. McCarthy is a citizen of the United States. ITEM 2(D) TITLE OF CLASS OF SECURITIES. Common Stock, par value $0.10 per share (the "Common Stock"). ITEM 2(E) CUSIP NUMBER. 502160104 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) / X / An investment advisor in accordance with Section 240.13d- 1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. / / ITEM 4 OWNERSHIP. (a) Amount beneficially owned: 1,016,300 (b) Percent of class: 8.6% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,016,300 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 1,016,300 (iv) Shared power to dispose or to direct the disposition of: None ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10 CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. EXHIBITS EXHIBIT 1 --------- Joint Filing Agreement dated February 14, 2000 between Jayhawk and Mr. McCarthy. SIGNATURE After reasonable 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: February 14, 2000 JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ KENT C. MCCARTHY -------------------------------- Kent C. McCarthy Manager /S/ KENT C. MCCARTHY -------------------------------- Kent C. McCarthy EX-99 2 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.10 per share, of LSB Industries, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2000. JAYHAWK CAPITAL MANAGEMENT, L.L.C. By: /S/ KENT C. MCCARTHY -------------------------------- Kent C. McCarthy Manager /S/ KENT C. MCCARTHY -------------------------------- Kent C. McCarthy -----END PRIVACY-ENHANCED MESSAGE-----