UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. 1)
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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Preliminary Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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LSB
Industries, Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
No fee required.
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o
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1) Title
of each class of securities to which transaction
applies:
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2) Aggregate
number of securities to which transaction
applies:
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3) Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
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4) Proposed
maximum aggregate value of
transaction:
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5) Total
fee paid:
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o
Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset as provided by Exchange
Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1) Amount
Previously Paid:
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2) Form,
Schedule or Registration Statement
No.:
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3) Filing
Party:
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4) Date
Filed:
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SEC
1913 (02-02)
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Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number.
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SUPPLEMENT
TO PROXY STATEMENT DATED JUNE 7, 2006
To
Our
Stockholders:
You
recently received a Proxy Statement dated June 7, 2006 (the “Proxy Statement”)
in connection with the solicitation of proxies by the Board of Directors
of LSB
Industries, Inc. (the “Company”) for the Annual Meeting of the Stockholders of
the Company (the “Annual Meeting”) to be held on Thursday, July 6, 2006, at
11:30 a.m. at the Company’s offices located at 16 South Pennsylvania Avenue,
Oklahoma City, Oklahoma.
This
Proxy Supplement is being provided to you to amend the information set forth
in
the Proxy Statement with respect to reporting compliance under Section 16(a)
of
the Exchange Act and should be read in conjunction with the Proxy
Statement.
Only
stockholders of record at the close of business on May 15, 2006, shall be
entitled to notice of, and to vote at, the meeting or any postponements or
adjournments.
By
Order
of the Board of Directors,
David
M.
Shear
Secretary
LSB
INDUSTRIES, INC.
PROXY
STATEMENT SUPPLEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
be held July 6, 2006
This
Proxy Statement Supplement (this “Proxy Supplement”) is furnished in connection
with the solicitation of proxies by the Board of Directors of LSB Industries,
Inc. (the “Company”) for the Annual Meeting of the Stockholders of the Company
(the “Annual Meeting”) to be held on Thursday, July 6, 2006, at 11:30 a.m. at
the Company’s offices located at 16 South Pennsylvania Avenue, Oklahoma City,
Oklahoma, or at any and all postponements or adjournments. This Proxy Supplement
supplements the Proxy Statement dated June 7, 2006 (the “Proxy
Statement”).
This
Proxy Supplement is first being mailed to stockholders on or about June 23,
2006.
This
Proxy Supplement amends the disclosure in the Proxy Statement under the heading
“Section 16(a) Beneficial Ownership Reporting” to include a disclosure with
respect to the filing of Section 16(a) reports by our Senior Vice President
of
International Operations, Mr. Michael D. Tepper. On about June 17, 2006,
the
Company became aware that Mr. Tepper had failed to file Forms 4 to report
sales
by him of the Company’s common stock during 2005 through June 2006. Such failure
violates the Company’s internal reporting requirements and certain of the
transactions violated the Company’s internal trading policies applicable to our
officers and directors.
The
Proxy
Statement disclosure under the heading “Section 16(a) Beneficial Ownership
Reporting” is hereby amended by adding two new sentences to the end thereof so
that the disclosure, in its entirety, reads as follows:
Section
16(a) Beneficial Ownership Reporting. Based
solely on a review of copies of the Forms 3, 4 and 5 and amendments thereto
furnished to the Company with respect to 2005, or written representations
that
no such reports were required to be filed with the Securities and Exchange
Commission, the Company believes that during 2005 all directors and officers
of
the Company and beneficial owners of more than 10% of any class of equity
securities of the Company registered pursuant to Section 12 of the Exchange
Act
filed their required Forms 3, 4, or 5, as required by Section 16(a) of the
Exchange Act of 1934, as amended, on a timely basis, except for Kent McCarthy
and his affiliates inadvertently filed one late Form 5 to report one
transaction; Dr. Ford inadvertently filed one late Form 5 to report one
transaction; and Mr. Goss filed an amended Form 4 to report two gifts. In
addition, Mr. Michael D. Tepper, our Senior Vice President of International
Operations, failed to timely file nine Forms 4 to report 12 transactions
during
2005. Mr. Tepper filed one late Form 5 to report the 2005
transactions.
This
supplement does not change the proposals to be acted upon at the Annual Meeting,
which are described in the Proxy Statement.
By
Order
of the Board of Directors,
David
M.
Shear
Secretary
June
23,
2006