-----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, UbYnubGAXyQaZ2aUgCc69gDqthrqw+kZzfalCyDeV/x+u1T+DI0IpWg7z/GzKu+7 etL/5GsdcP6imHQ1iIV3ZQ== 0001181431-08-061240.txt : 20081112 0001181431-08-061240.hdr.sgml : 20081111 20081112193600 ACCESSION NUMBER: 0001181431-08-061240 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081110 FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 ISSUER: 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 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 CITY STATE: OK ZIP: 73101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLSEN SYLVIA H CENTRAL INDEX KEY: 0001005713 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07677 FILM NUMBER: 081182349 BUSINESS ADDRESS: STREET 1: P O BOX 705 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101 BUSINESS PHONE: 4052327711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLSEN JACK E CENTRAL INDEX KEY: 0001005712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07677 FILM NUMBER: 081182350 BUSINESS ADDRESS: STREET 1: P O BOX 705 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101 BUSINESS PHONE: 4052327711 4 1 rrd223226.xml X0303 4 2008-11-10 0 0000060714 LSB INDUSTRIES INC LXU 0001005712 GOLSEN JACK E 16 SOUTH PENNSYLVANIA AVENUE OKLAHOMA CITY OK 73107 1 1 1 0 Chairman of the Board and CEO 0001005713 GOLSEN SYLVIA H 16 SOUTH PENNSYLVANIA AVENUE OKLAHOMA CITY OK 73107 0 0 1 0 Common Stock 463726 I As Trustee Common Stock 2008-08-13 5 G 0 4450 0 D 662826 I By GFLLC Common Stock 2008-08-28 5 G 0 4300 0 D 658526 I By GFLLC Common Stock 2008-09-04 5 G 0 4550 0 D 653976 I By GFLLC Common Stock 1796054 I By SBL 5.5% Convertible Debentures 27.47 2008-11-10 4 P 0 4000000 2960667 A 2012-07-01 Common Stock 145600 4000000 I By SBL 5.5% Convertible Debentures 27.47 2008-11-10 4 P 0 1000000 740167 A 2012-07-01 Common Stock 36400 1000000 I By Daughter Series B Preferred Common Stock 133333 4000 I By GFLLC Series B Preferred Common Stock 533333 16000 I By SBL Series D Preferred Common Stock 250000 1000000 I By SBL Promissory Note Common Stock 4000 8000 D These shares are held by 10 trusts established for the benefit of the children, grandchildren and a great-grandchild (the "Trusts") of the reporting persons, of which Jack E. Golsen is the trustee. The amount shown is the aggregate number of shares held in the Trusts. As the sole trustee, Mr. Golsen possesses voting and dispositive power over the Issuer securities held in the Trusts, but holds no pecuniary interest in the securities held by the Trusts and disclaims beneficial ownership of the shares held in the Trusts. Golsen Family, L.L.C. ("GFLLC") is owned by Jack E. Golsen, chief executive officer and chairman of the board of the Issuer, through his revocable trust (45.923%), his spouse, Sylvia Golsen through her revocable trust (45.923%), his sons, Barry H. Golsen, director and the president of the Issuer (2.718%), and Steven J. Golsen, executive officer of a subsidiary of the Issuer (2.718%), and his daughter, Linda F. Rappaport (2.718%). The reporting persons disclaim beneficial ownership of the Issuer securities held by GFLLC, except to the extent of their respective pecuniary interest therein. SBL, LLC ("SBL") is owned by GFLLC (49% owner), Barry Golsen (17% owner), Steven Golsen (17% owner), and Linda Rappaport (17% owner). Golsen Petroleum Corporation ("GPC") is a wholly owned subsidiary of SBL. The amount shown in Table I includes 1,512,099 shares owned directly by SBL and 283,955 shares owned directly by GPC, and the amount shown in Table II includes 12,000 shares of the Issuer's Series B Preferred owned directly by SBL and 4,000 shares of the Issuer's Series B Preferred owned directly by GPC. Voting and dispositive power over the securities shared by SBL and GPC is possessed by Jack E. Golsen, who is the chief executive officer and chairman of the board of the Issuer, and Barry H. Golsen, a director and the president of the Issuer. This amount is the principal amount of the Issuer's 5.5% Convertible Senior Subordinated Debentures due 2012 (the "Debentures") held by the reporting person. The Debentures are convertible at the option of the holder in whole or in part into the Issuer's common stock prior to their maturity. The conversion rate of the Debentures is 36.4 shares of the Issuer's common stock per $1,000 principal amount of debentures (representing a conversion price of $27.47 per share of common stock), subject to adjustment under certain conditions as set forth in the Indenture, dated June 28, 2007 (the "Indenture"), by the Issuer in favor of UMB Bank, N.A., as Trustee, filed as Exhibit 4.2 to the Issuer's Form 8-K on June 29, 2007. The Debentures bear interest at the rate of 5.5% per year and mature on July 1, 2012. This amount is the principal amount of the Debentures owned of record by the reporting persons' daughter, Linda F. Rappaport. The reporting persons hold no pecuniary interest in these debentures and disclaim any beneficial ownership therein, and this report shall not be deemed an admission that the reporting persons hold any pecuniary interest in or are the beneficial owners of these debentures for any purpose, including Section 16 of the Securities Exchange Act of 1934, as amended. Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder into 33.3333 shares of the Issuer's common stock. Each share is convertible as long as such is outstanding. The Issuer?s Series ?D? 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer?s common stock at the rate of four shares of Preferred ?D? for one share of common stock. Each share is convertible as long as such is outstanding. Mr. Golsen holds a note from the Issuer payable on demand and convertible, at the option of the holder, at the rate of $2.00 for each share of common stock. The principal amount of the note is $8,000. Jack E. Golsen 2008-11-12 Sylvia H. Golsen by Jack E. Golsen, Attorney-in-Fact 2008-11-12 -----END PRIVACY-ENHANCED MESSAGE-----