-----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, TAjzfxGkspWmTuh7O0okU2LxtboEIZRmn0y+7ADHYr4Tb9cAfLFcHu/dGVjbwFhl RIIcadR5OfVqPVHPNFWy8w== 0000950135-04-003135.txt : 20040616 0000950135-04-003135.hdr.sgml : 20040616 20040616145216 ACCESSION NUMBER: 0000950135-04-003135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040615 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSB CORP CENTRAL INDEX KEY: 0001143848 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043557612 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32955 FILM NUMBER: 04866107 BUSINESS ADDRESS: STREET 1: C/O LSB CORP. STREET 2: 30 MASSACHUSETTS AVE. CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9789757500 8-K 1 b509038ke8vk.txt LSB CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 15, 2004 LSB CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 000-32955 04-3557612 - ------------------------------- ------------------------ ------------------------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization) 30 Massachusetts Avenue, North Andover, MA 01845 - --------------------------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 725-7500 Not applicable -------------- (Former name or former address, if changed since last report) 1 CURRENT REPORT ON FORM 8-K Item 1. Changes in Control of Registrant Not applicable. Item 2. Acquisition or Disposition of Assets Not applicable. Item 3. Bankruptcy or Receivership Not applicable. Item 4. Changes in Registrant's Certifying Accountant Not applicable. Item 5. Other Events Pursuant to regulation G, the LSB Corporation's press release dated June 15, 2004, Interim Distribution Received by Bank Subsidiary of $2.5 million, is hereby attached as Exhibit 99.1 and incorporated by reference. Item 6. Resignations of Registrant's Directors Not applicable. Item 7. Financial Statements and Exhibits c. Exhibit 99.1 Press release dated June 15, 2004 reporting LSB Corporation's Interim Distribution Received by Bank Subsidiary of $2.5 million. Item 8. Change in Fiscal Year Not applicable. Item 9. Regulation FD Disclosure Pursuant to regulation FD, the LSB Corporation's press release dated June 15, 2004 Interim Distribution Received by Bank Subsidiary of $2.5 million is hereby attached as Exhibit 99.1 and incorporated by reference. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LSB CORPORATION /S/ JOHN E. SHARLAND -------------------- June 15, 2004 John E. Sharland Treasurer and Chief Financial Officer 3 EXHIBIT INDEX 99.1 Press release announcing the Company's receipt of Interim Distribution Received by Bank Subsidiary of $2.5 million. 4 EX-99.1 2 b509038kexv99w1.txt EX-99.1 PRESS RELEASE DATED 6-15-2004 EXHIBIT 99.1 FOR IMMEDIATE RELEASE BANK CONTACT: JEFFREY W. LEEDS 978-725-7605 LSB CORPORATION INTERIM DISTRIBUTION RECEIVED BY BANK SUBSIDIARY NORTH ANDOVER, MA, -- (BUSINESS WIRE) - JUNE 15, 2004 - LSB Corporation, (the "Corporation" or the "Company") (NASDAQ-LSBX), reports the receipt of $2.5 million on a U.S. Bankruptcy Judge's Order on the Trustee's Motion for authorization to make an interim distribution in a case in which the Company's wholly owned subsidiary, Lawrence Savings Bank (the "Bank"), is a secured creditor. The $2.5 million distribution has been recorded as income by the Bank on June 15, 2004. The Bank has agreed to return any of the interim distribution as would be necessary to pay additional taxes imposed on the bankruptcy estate in the event reserves set aside for expenses and taxes are insufficient. The Company first reported the Bankruptcy Trustee's Motion seeking authorization from the U.S. Bankruptcy Judge for an interim distribution to creditors in a press release dated February 26, 2004. The amount of the interim distribution has not previously been recognized in the Company's Consolidated Financial Statements. The diluted earnings per share impact of the interim distribution is approximately $0.35 per share based on average dilutive shares outstanding for March 31, 2004. Additional background information regarding the matter follows: The pendency of this matter was noted in the Company's Consolidated Financial Statements as of and for the period ended December 31, 2003 and 2002, and in the Company's Form 10Q Quarterly Report for the period ended March 31, 2004 and September 30, 2003. The Bank was awarded a $4.2 million judgment against the debtor in 1997. On February 13, 2002, the debtor filed a petition in bankruptcy under Chapter 7 of the Bankruptcy Code. Post-judgment interest calculated from the date of judgment to the date of the bankruptcy filing is approximately $1.9 million. Collection of any remaining balance beyond the amount of the interim distribution is substantially uncertain and is not susceptible to meaningful estimation at this time. This press release may contain certain statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are not historical facts and include expressions of management's expectations at a specific point in time regarding future actions, relationships, structures, decisions and conditions. Such expectations may or may not be realized, depending on a number of variable factors, including but not limited to, the exercise of judicial discretion, the identification of additional creditors, errors in the Bankruptcy Trustee's estimation of taxes and or administrative expenses, or the reversal or modification of completed sales of bankruptcy assets. As a result of such risks and uncertainties, the Company's actual results may differ materially from such forward-looking statements. The Company does not undertake, and specifically disclaims any obligation to publicly release revisions to any such forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statement. 5 -----END PRIVACY-ENHANCED MESSAGE-----