CUSIP NO. 5021600-10-4
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 36)
LSB
INDUSTRIES, INC.
(Name of Issuer)
(Name of Issuer)
COMMON
STOCK, PAR VALUE $.10
(Title
of
Class of Securities)
5021600-10-4
(CUSIP Number)
(CUSIP Number)
Jack
E. Golsen
16
South Pennsylvania
Oklahoma
City, Oklahoma 73107
(405)
235-4546
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November
15, 2007
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition which is the subject of his Schedule 13D, and is filing this
schedule because of ''
240.13d-1(e), 240.13d-1(f), or 240.13d-1(g) Rule 13d-1(b)(3) or (4),
check the
following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. '240.13d-7
for other parties to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934
("Act") or otherwise subject to the liabilities of that section of the
Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page
1
of
22
Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification,
No.
of above Persons (entities only)
|
Jack
E. Golsen
|
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) [
]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
PF
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
USA
|
|
|
|
(7)
|
Sole
Voting Power
|
465,325
|
|
|
Number
of Shares
|
(8) | Shared Voting Power |
3,579,997
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
465,325
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
3,579,997
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,045,552
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
[X]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
18.60%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
Page
2
of
22
Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
Sylvia
H. Golsen
|
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
Not
applicable
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
USA
|
|
|
(7)
|
Sole
Voting Power
|
-
|
||
|
Number
of Shares
|
(8) | Shared Voting Power |
2,264,509
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,264,509
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,264,509
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
[X]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
10.61%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
Page
3 of
22 Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
SBL,
L.L.C.
73-1477865 |
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
Not
applicable
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or
2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
Oklahoma
|
|
|
(7)
|
Sole
Voting Power
|
-
|
||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,579,387
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,579,387
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,579,387
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
[X]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
11.94%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
CO
|
Page
4
of
22
Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
Golsen
Petroleum Corporation
73-0798005
|
|
|
(2)
|
Check
the Appropriate Box if a
Member of a Group (See Instructions)
|
(a)
[ ]
(b) [X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
Not
applicable
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
Oklahoma
|
|
|
(7)
|
Sole
Voting Power
|
-
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
417,288
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
417,288
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
417,288
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
[
]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
1.99%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
CO
|
Page
5 of
22
Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
Barry
H. Golsen
|
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
Not
applicable
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
USA
|
|
|
(7)
|
Sole
Voting Power
|
347,889
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,606,584
|
|
| Beneficially | ||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
347,889
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,606,584
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,954,473
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
[X]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
13.63%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
Page
6
of
22
Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
Steven J. Golsen | |
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
Not
applicable
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
USA
|
|
|
(7)
|
Sole
Voting Power
|
280,165
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
500,045
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
280,165
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
500,045
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
780,210
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
[X]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
3.71%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
Page
7
of
22
Pages
CUSIP
NO.
5021600-10-4
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
Golsen
Family, L.L.C. 20-8234753 |
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
Not
applicable
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
Oklahoma
|
|
|
(7)
|
Sole
Voting Power
|
0
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,264,509
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
0
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,264,509
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,264,509
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
[X]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
10.41%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
00
|
Page 8
of
22
Pages
CUSIP
NO.
5021600-10-4
Introduction
This
statement constitutes Amendment No. 36 to the Schedule 13D dated October 7,
1985, as amended (the "Schedule 13D"), relating to the common stock, par value
$.10 a share ("Common Stock") of LSB Industries, Inc. (the
"Company"). All terms not otherwise defined herein shall have the
meanings ascribed in the Schedule 13D.
This
Schedule 13D is reporting matters with respect to the following reporting
persons:
|
|
•
|
Jack
E. Golsen (Chief Executive Officer and Chairman of the Board of the
Company);
|
|
|
•
|
Sylvia
H. Golsen;
|
|
|
•
|
Barry
H. Golsen (President and member of the Board of Directors of the
Company);
|
|
|
•
|
Steven
J. Golsen (President of certain subsidiaries of the
Company);
|
|
|
•
|
SBL,
L.L.C., an Oklahoma limited liability company
("SBL");
|
|
|
•
|
Golsen
Petroleum Corporation ("GPC"), an Oklahoma corporation and a
wholly-owned subsidiary of SBL; and
|
|
|
•
|
Golsen
Family, L.L.C., an Oklahoma limited liability company
(“GFLLC”).
|
Jack
and
Sylvia Golsen are husband and wife. Barry Golsen and Steven Golsen
are sons of Jack and Sylvia Golsen. All of the outstanding stock of
SBL and all membership interests in GFLLC are beneficially owned, directly
or
indirectly, by Jack and Sylvia Golsen and members of their immediate
family. Jack and Barry Golsen are the sole members of the Board of
Directors and the officers of SBL and GPC, and Jack and Sylvia Golsen are the
sole managers of GFLLC.
This
Amendment No. 36 is being filed as a result of a change in the facts contained
in the Schedule 13D, as described below.
|
1.
|
On
November 15, 2007, the Sylvia H. Golsen Trust, of which Sylvia
H. Golsen
is trustee, pledged 370,000 shares of common stock as security
for a loan,
the proceeds of which were used to fund the payment of income tax
owing as
a result of the exercise by Jack Golsen of the
1999
|
Page 9
of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
NQSO. Such
loan was repaid and such shares were released on November 20,
2007.
|
|
2.
|
On
November 29, 2007 the Golsen Family, L.L.C. entered into a 10b5-1
Sales
Plan for the sale of up to 200,000 shares of common
stock.
|
|
3.
|
On
December 14, 2007, Barry Golsen entered into a 10b5-1 Sales Plan
for the
sale of up to 40,000 shares of common
stock.
|
|
4.
|
On
December 14, 2007, the Steven J. Golsen Revocable Trust, of which
Steven
Golsen is the settlor and trustee, entered into a 10b5-1 Sales Plan
for
the sale of up to 5,000 shares of common
stock.
|
|
54.
|
Reference
is made to (a) Item 5(c) of this Amendment No. 36 for a disclosure
of
certain other transactions in the Common Stock that were effected
by
certain reporting persons and (b) Items 4 and 6 of this Amendment
No. 36
for other agreements relating to Company securities held by certain
reporting persons.
|
Item
1. Security and Issuer.
Item
1 of
this Schedule 13D is unchanged.
Item
2. Identity and Background.
Item
2 of
this Schedule 13D is unchanged.
Item
3. Source and Amount of Funds or Other
Consideration.
This
Item
3 is not applicable to the agreements and transactions described in Items 5
and
6 of this Amendment 36, except as follows:
On
October 19, 2007, Jack Golsen acquired 176,500 shares of common stock at an
exercise price of $1.25 per share pursuant to a Nonqualified Stock Option
Agreement, dated July 8, 1999 (the “1999 NQSO”). The shares of common stock
issued upon the exercise of the 1999 NQSO are included in the Form S-8
Registration Statement, file no. 333-110268, filed November 5,
2003. The aggregate exercise price of the 176,500 shares acquired
under the 1999 NQSO was $220,625, and was funded with Jack Golsen’s personal
funds.
Page 10
of
22
Pages
CUSIP
NO.
5021600-10-4
Item
4. Purpose of Transaction.
The
reporting persons do not presently have any plans or proposals required to
be
reported under Item 4 of this Schedule 13D, except as set forth
below:
On
December 14, 2007, Barry Golsen entered into a 10B5-1 Sales Plan with Capital
West Securities, Inc. (the “BHG Plan”). The BHG Plan provides for the
sale of up to an aggregate 40,000 shares of Common Stock in accordance with
Rule
10B5-1 of the Exchange Act of 1934, as amended, on and after January 2, 2008.
The BHG Plan contains the following terms, among others:
|
|
(a)
|
the
BHG Plan will terminate not later than the earlier of January 2,
2009, or
the date that all shares of Common Stock covered by the BHG Plan
have been
sold in accordance with such plan, unless sooner terminated by
Seller;
|
|
|
(b)
|
the
sale price of Common Stock sold under the BHG Plan will be at a
price per
share (before selling expenses) at or above the current market
price or
$22.90, whichever is higher;
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
|
(d)
|
sales
of Common Stock under the BHG Plan will be made in the discretion
of the
broker, subject to the terms and conditions of the BHG
Plan.
|
On
December 14, 2007, the Steven J. Golsen Revocable Trust (the “SJG Trust”), of
which Steven Golsen is the settlor and trustee, entered into a 10B5-1 Sales
Plan
with Capital West Securities, Inc. (the “SJG Trust Plan”). The SJG
Trust Plan provides for the sale of up to an aggregate 5,000 shares of Common
Stock in accordance with Rule 10B5-1 of the Exchange Act, on and after January
2, 2008. The SJG Trust Plan contains the following terms, among
others:
|
|
(a)
|
the
SJG Trust Plan will terminate not later than the earlier of January
2,
2009, or the date that all shares of Common Stock covered by the
SJG Trust
Plan have been sold in accordance with such plan, unless sooner
terminated
by Seller;
|
Page 11
of
224
Pages
CUSIP
NO.
5021600-10-4
|
(b)
|
the
sale price of Common Stock sold under the SJG Trust Plan will be
at a
price per share (before selling
expenses) at or above the current market price or $23.25, whichever
is
higher;
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
(d)
|
sales
of Common Stock under the SJG Trust Plan will be made in
the discretion of
the broker, subject to the terms and conditions of the SJG
Trust
Plan.
|
On
November 29, 2007, Golsen Family, L.L.C. (“GFLLC”), entered into a 10B5-1 Sales
Plan with Capital West Securities, Inc. (the “GFLLC Plan”). The GFLLC
Plan provides for the sale of up to an aggregate 200,000 shares of
Common Stock
in accordance with Rule 10B5-1 of the Exchange Act, on and after
February 16,
2008. The GFLLC Plan contains the following terms, among others:
|
|
(a)
|
the
GFLLC Plan will terminate not later than the earlier of
November 29, 2008,
or the date that all shares of Common Stock covered by
the GFLLC Plan have
been sold in accordance with such plan, unless sooner terminated
by
Seller;
|
|
|
(b)
|
the
sale price of Common Stock sold under the GFLLC Plan will
be at a price
per share (before selling expenses) at or above the current
market price
or $23.00, whichever is higher;
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
|
|
(d)
|
sales
of Common Stock under the GFLLC Plan will be made in the
discretion of the
broker, subject to the terms and conditions of the GFLLC
Plan.
|
Item
5. Interest
in Securities of the Issuer.
|
|
(a)
|
The
following table sets forth as of the filing date of this
Amendment 36 the
aggregate number and percentage of the class of Common Stock
of the
Company identified pursuant to Item 1 beneficially owned
by each person
named in Item
2:
|
Page 12of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
Person
|
Amount | Percent (10) | |
| Jack E. Golsen | 4,045,322 (2) (3) (4) (5) (8) | 18.59% | ||
| Sylvia H. Golsen |
2,264,509
(2) (3) (8) (9)
|
10.41% | ||
| SBL (1) |
2,579,387
(3) (11)
|
11.94% | ||
| GPC (1) | 417,288 (10) (11) | 1.99% | ||
| Golsen Family, L.L.C. (1) | 2,264,509 (2) (3) (11) | 10.41% | ||
| Barry H. Golsen |
2,954,473
(2) (3) (6) (8)
|
13.63% | ||
| Steven J. Golsen |
780,210
(2) (3) (7) (8)
|
3.71% | ||
____________________
|
(1)
|
The
membership interests in GFLLC are owned by Jack Golsen through
his
revocable trust (45.923%), Sylvia Golsen through her revocable
trust
(45.923%), Barry Golsen (2.718%), Steven Golsen (2.718%), and Linda
Rappaport (2.718%). Jack and Sylvia Golsen are the managers of
GFLLC, and as a result share voting and dispositive power over
the
Company’s securities owned by GFLLC. SBL is wholly-owned by
GFLLC (49% owner), Barry Golsen (17% owner), Steven Golsen (17%
owner) and
Linda Rappaport (17% owner). GPC is a wholly owned subsidiary of
SBL. The directors and executive officers of SBL and GPC are
Jack Golsen and Barry Golsen. Barry
Golsen,
|
|
|
Steven
Golsen and Linda Rappaport are the children of Jack and Sylvia Golsen,
husband and wife.
|
|
|
(2)
|
GFLLC
owns 867,276 shares directly and has the right to acquire 133,333
shares
upon the conversion of 4,000 shares of the Company’s Series 2
Preferred. The amount of such shares shown as beneficially
owned by each reporting person is based on the reporting person’s
proportionate ownership in GFLLC, as described in footnote (1) to
this
table, except Jack and Sylvia Golsen, as managers of GFLLC possessing
voting and dispositive power over such shares, report beneficial
ownership
of all shares beneficially owned by SBL and
GPC.
|
|
(3)
|
SBL
owns 1,512,099 shares directly and has the right to acquire (a)
250,000
shares upon the conversion of 1,000,000 shares of the Company's
Series D
Preferred; (b) 400,000 shares upon the conversion of 12,000 shares
of
|
Page 13of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
the
Company's Series B Preferred. The amount shown also includes
417,288 shares beneficially owned by SBL's wholly owned subsidiary,
GPC,
which includes (y) 133,333 shares that GPC has the right to acquire
upon
conversion of 4,000 shares of Series B Preferred and (z) 283,955
shares
held directly. The amount of such shares shown as beneficially
owned by each reporting person is based on the reporting person’s
proportionate ownership in SBL (whether direct ownership or indirect
ownership through GFLLC), as described in footnote (1) to this
table,
except Jack and Barry Golsen, as the sole directors and officers
of SBL
possessing voting and dispositive power over such shares, report
beneficial ownership of all such
shares.
|
|
|
(4)
|
The
amount shown includes the following shares owned of record: (a) Amy
G.
Rappaport 2007 Irrevocable Trust (34,750 shares); (b) Joshua B. Golsen
2007 Irrevocable Trust (30,704 shares); (c) Adam Z. Golsen 2007
Irrevocable Trust (35,638 shares); (d) Stacy L. Rappaport 2007 Irrevocable
Trust (28,638 shares); (e) Michelle L. Golsen 2007 Irrevocable Trust
(35,638 shares); (f) Lori R. Rappaport 2007 Irrevocable Trust (27,638
shares); (g) Barry H. Golsen 2007 Irrevocable Trust (89,440 shares);
(h)
Steven J. Golsen 2007 Irrevocable Trust (84,440 shares); (i) Linda
F.
Rappaport 2007 Irrevocable Trust (89,440 shares); and (j) Preston
Ayden
Mattingly 2007 Irrevocable Trust (5,000 shares). Jack Golsen is
the sole trustee of each of the foregoing trusts and in such capacity
possesses voting and dispositive power over the Company’s securities held
in the trusts.
|
|
|
(5)
|
The
amount shown includes 4,000 shares that may be acquired upon conversion
of
a promissory note.
|
|
|
(6)
|
The
amount shown includes: (a) 281,639 shares held directly and (b) 66,250
shares which may be acquired upon exercise of stock
options. The amount shown does not include (i) 533
shares that Barry Golsen's wife owns, in which Barry Golsen disclaims
beneficial ownership and (ii) 89,440 shares owned of record by the
Barry
H. Golsen 2007 Irrevocable Trust, of which Barry Golsen is the primary
beneficiary, but of which Barry Golsen has no voting or dispositive
control.
|
|
|
(7)
|
The
amount shown includes: (a) 233,915 shares held of record by the Steven
J.
Golsen Revocable Trust, dated May 22, 2006 (the “SJG Trust”), of which
Steven Golsen is the settlor and trustee possessing voting and dispositive
control over the Common Stock held by the SJG Trust; and
|
Page 14of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
|
(b)
46,250 shares which may be acquired upon exercise of
stock
options. The amount shown does not include 84,440 shares
owned of record by the Steven J. Golsen 2007 Irrevocable
Trust, of which
Steven Golsen is the primary beneficiary, but of which
Steven Golsen has
no voting or dispositive control.
|
|
|
(8)
|
Jack
Golsen and Sylvia Golsen each disclaims beneficial ownership of the
shares
of Common Stock beneficially owned by Barry Golsen described in footnote
(6) and the shares of Common Stock beneficially owned by Steven Golsen
described in footnote (7). Barry Golsen disclaims
beneficial ownership of the shares beneficially owned by Jack Golsen
described in footnotes (4) and (5), and the shares beneficially owned
by
GFLLC except to the extent of his proportionate interest in
GFLLC. Steven Golsen disclaims beneficial ownership of the
shares beneficially owned by Jack Golsen described in footnotes (4)
and
(5), and the shares beneficially owned by GFLLC, SBL, and GPC, except
to
the extent of his proportionate interest in each such
entity.
|
|
|
(9)
|
The
amount shown does not include, and Sylvia Golsen disclaims
beneficial ownership of the shares listed in footnote (2) (3) (4)
and (5)
above as beneficially owned by Jack Golsen (except the shares beneficially
owned by GFLLC).
|
|
(10)
|
The
amount shown includes (a) 283,955 shares held directly by GPC, and
(b)
133,333 shares that may be acquired
upon conversion of 4,000 shares of the Company's Series B Preferred
Stock.
|
|
(11)
|
Holders
of the Series B Preferred are entitled to one vote per share, and
holders
of the Series D Preferred are entitled to .875 votes per
share. Both vote together with holders of Common Stock. The
amounts and percentages set forth in the table reflect only the
voting
power of Common Stock into which the Series B Preferred and the
Series D
Preferred are convertible.
|
|
(12)
|
The
percentage ownership of each reporting person is based on 20,827,088
shares of Common Stock outstanding, as of November 21,
2007. Shares of Common Stock of the Company not outstanding,
but which may be acquired by a reporting person during the next
60 days
under options, warrants, rights or conversion privileges, are considered
to be outstanding only for the purpose of computing the percentage
of the
class for such reporting person, but are not deemed to be outstanding
for
the purpose of
|
Page 15
of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
computing
the percentage of the class by any other
person.
|
|
|
(b)
|
The
following table sets forth, as of the filing date of this Amendment
No. 36
for each person and entity identified under paragraph (a), above,
the
number of shares of Common Stock as to which the person and entity
has (i)
the sole power to vote or direct the voting, (ii) shared power
to vote or
direct the voting, (iii) the sole power to dispose or to direct
the
disposition, or (iv) shared power to dispose or to direct the
disposition:
|
|
|
Person
or Entity
|
Sole
Voting
and
Power
of
Disposition
|
Shared
Voting
and
Power of
Disposition
|
|
| Jack E. Golsen | 465,325 (2) | 3,579,997 (3) | ||
| Sylvia H. Golsen | None | 2,264,509 (3) (8) | ||
| SBL (1) | None |
2,579,387
(4)
|
||
| GPC (1) | None | 417,288 (4) | ||
| Golsen Family, L.L.C. (1) | None | 2,264,509 (5) | ||
| Barry H. Golsen | 347,889 (6) | 2,606,584 (3) | ||
| Steven J. Golsen | 280,165 (7) | 500,045 (3) | ||
____________________
|
|
(1)
|
See
footnote (1) under paragraph (a) of this Item
5.
|
|
|
(2)
|
See
footnotes (4), (5) and (8) under paragraph (a) of this
Item
5.
|
|
|
(3)
|
See
footnotes (2), (3), (8) and (11) under paragraph (a) of
this Item
5.
|
|
|
(4)
|
See
footnotes (3) and (11) under paragraph (a) of this Item
5.
|
|
|
(5)
|
See
footnotes (2), (3), and (11) under paragraph (a) of this
Item
5.
|
|
|
(6)
|
See
footnotes (6) and (8) under paragraph (a) of this Item
5.
|
Page 16
of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
(7)
|
See
footnotes (7) and (8) under paragraph (a) of this Item
5.
|
|
|
(8)
|
See
footnote (9) under paragraph (a) of this Item
5.
|
|
(c)
|
During
the past 60 days from the filing date of this report, the
following
reporting persons effected transactions in the Common Stock
which were not
previously disclosed in this Schedule 13D, as
follows:
|
|
(i)
|
As
described in the Introduction to this Amendment No. 36,
Jack Golsen sold a
total of 176,500 shares of common stock over the American
Stock Exchange
at the prices and on the dates
indicated:
|
|
Security
|
Sale
Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/14/2007
|
11,400
|
$23.00
|
|
Common
Stock
|
11/14/2007
|
10,000
|
$23.10
|
|
Common
Stock
|
11/14/2007
|
45,000
|
$23.26
|
|
Common
Stock
|
11/14/2007
|
40,000
|
$23.30
|
|
Common
Stock
|
11/14/2007
|
25,000
|
$23.35
|
|
Common
Stock
|
11/15/2007
|
3,100
|
$23.00
|
|
Common
Stock
|
11/15/2007
|
7,000
|
$23.03
|
|
Common
Stock
|
11/15/2007
|
2,200
|
$23.10
|
|
Common
Stock
|
11/15/2007
|
7,800
|
$23.11
|
|
Common
Stock
|
11/15/2007
|
5,100
|
$23.12
|
|
Common
Stock
|
11/15/2007
|
4,800
|
$23.30
|
|
Common
Stock
|
11/15/2007
|
5,100
|
$23.40
|
|
Common
Stock
|
11/15/2007
|
5,000
|
$23.45
|
|
Common
Stock
|
11/15/2007
|
5,000
|
$23.48
|
|
(ii)
|
As
described in the Introduction to this Amendment No. 36,
Steven J Golsen,
through the SJG Trust sold a total of 15,000 shares of
common stock over
the American Stock Exchange at the prices and on the
dates
indicated:
|
|
Security
|
Sale
Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/27/2007
|
5,000
|
$22.00
|
|
Common
Stock
|
11/28/2007
|
5,000
|
$22.00
|
|
Common
Stock
|
11/28/2007
|
4,400
|
$22.20
|
|
Common
Stock
|
11/28/2007
|
600
|
$22.21
|
|
(iii)
|
On
November 15, 2007, the Sylvia H. Golsen Trust, of which
Sylvia H. Golsen
is trustee, as nominee for the Golsen Family, L.L.C. ,
pledged 370,000
shares of Common Stock
|
Page 17
of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
pursuant
to a Security Agreement, dated the
same date (the “Security Agreement”) to secure a promissory note, dated
the same date, from Jack Golsen to Bank of the West. The
loan proceeds
were used to finance the payment of income tax owing by
Jack Golsen as a
result of his exercise of his Nonqualified Stock Option
Agreement, dated
July 8, 1999. The promissory note has an original principal
amount of $1,804,500 and a maturity date of November 15,
2008. In addition to standard default provisions contained in
the Security Agreement, Bank of the West retained the right
to all
dividends paid in connection with the collateral. On November
20, 2007, the promissory note was paid in full and, as
a result the
Security Agreement terminated, and the 370,000 shares of
common stock
pledged under the Security Agreement were
released.
|
|
(iv)
|
On
November 7, 2007, Jack Golsen entered into a 10B5-1 Sales
Plan with
Capital West Securities, Inc. (the “10B5-1 Sales Plan”). The
10B5-1 Sales Plan provided for the sale of up to an aggregate
176,500
shares of Common Stock in accordance with Rule 10B5-1
of the Exchange
Act. The 10B5-1 Sales Plan was terminated on November 9, 2007,
without any shares of common stock being sold under the
10B5-1 Sales Plan.
The 10B5-1 Sales Plan contained the following terms,
among
others:
|
|
|
(a)
|
the
10B5-1 Sales Plan will terminate not later than the earlier
of November 7,
2008, or the date that all shares of Common Stock covered
by the 10B5-1
Sales Plan have been sold in accordance with such plan,
unless sooner
terminated by Seller;
|
|
|
(b)
|
the
sale price of Common Stock sold under the 10B5-1 Sales Plan
will be at a price per share (before selling expenses)
at or above the
current market price or $24.75, whichever is
higher;
|
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
Page 18
of
22
Pages
CUSIP
NO.
5021600-10-4
|
|
(d)
|
sales
of Common Stock under the 10B5-1 Sales Plan will be made
in the discretion
of the Broker, subject to the terms and conditions of
each 10B5-1 Sales
Plan.
|
|
(d)
|
See
Item 6 below.
|
|
(e)
|
Not
applicable.
|
|
Item
6.
|
Contracts,
Agreements, Underwritings or Relationships With Respect
to Securities of
the Issuer.
|
Item
6 of
the Schedule 13D is unchanged, except as set forth below.
10B5-1
Sales Plans.
Barry
Golsen entered into a 10B5-1 Sales Plan on December 14, 2007, with
Capital West
Securities, Inc., which authorized Capital West to sell, in the
aggregate, up to
40,000 shares of Common Stock pursuant to the terms of
the
10B5-1 Sales Plan. See Item 4 of this Amendment No. 36
for a description of
certain terms of the 10B5-1 Sales Plan, which description
is qualified in its
entirety by reference to the terms of the 10B5-1 Sales
Plan attached as Exhibit
99.10 to this Amendment No. 36.
The
Steven J. Golsen Revocable Trust, dated May 22, 2006,
of which Steven Golsen is
settlor and trustee, entered into a 10B5-1 Sales Plan on December 14,
2007, with Capital West Securities, Inc., which authorized
Capital West to sell,
in the aggregate, up to 5,000 shares of Common Stock
pursuant to the terms of
the 10B5-1 Sales Plan. See Item 4 of this Amendment No.
36 for a description of
certain terms of the 10B5-1 Sales Plan, which description
is qualified in its
entirety by reference to the terms of the 10B5-1 Sales
Plan attached as Exhibit
99.11 to this Amendment No. 36.
The
Golsen Family, L.L.C. entered into a 10B5-1 Sales Plan
on November 29, 2007,
with Capital West Securities, Inc., which authorized
Capital West to sell, in
the aggregate, up to 200,000 shares of Common Stock
pursuant to the terms of the
10B5-1 Sales Plan. See Item 4 of this Amendment No.
36 for a description of
certain terms of the 10B5-1 Sales Plan, which description
is qualified in its
entirety by reference to the terms of the 10B5-1 Sales
Plan attached as Exhibit
99.12 to this Amendment No. 36.
Page 19
of
22
Pages
CUSIP
NO.
5021600-10-4
See
Item
5(a)(iii) and (iv) for agreements terminated prior to
the date of filing of this
Amendment No. 36.
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
24.1
|
Powers
of Attorney executed by Barry H. Golsen, Steven
J. Golsen, and Sylvia H.
Golsen are filed as Exhibit 24.1 to Amendment
No. 33 to this Schedule 13D
and are incorporated herein by
reference.
|
|
99.1
|
Joint
Filing Statement, dated September 19, 2007,
between the reporting persons
is filed as Exhibit 99.1 to Amendment No. 34
and is incorporated herein by
reference.
|
|
99.2
|
Convertible
Note between the Company and Jack E. Golsen
filed as Exhibit (a) to the
original Schedule 13D and is incorporated herein
by
reference.
|
|
99.3
|
Issuer's
Proxy Statement dated July 14, 1986 setting
forth the terms of the
Company's Series B 12% Cumulative Convertible
Preferred Stock is filed as
Exhibit 1 to Amendment No. 1 to the Schedule
13D and is incorporated
herein by reference.
|
|
99.4
|
Stacy
L. Rappaport 2007 Irrevocable Trust Agreement,
dated January 15, 2007, is
filed as Exhibit No. 99.4 to Amendment No.
34 and is incorporated herein
by reference. The Joshua B. Golsen 2007 Irrevocable Trust
Agreement, Adam Z. Golsen 2007 Irrevocable
Trust Agreement, Amy G.
Rappaport 2007 Irrevocable Trust Agreement,
Lori R. Rappaport 2007
Irrevocable Trust Agreement, Michelle L. Golsen
2007 Irrevocable Trust
Agreement, and Preston Ayden Mattingly 2007
Irrevocable Trust Agreement, each dated January
15, 2007, are
substantially similar to the Stacy L. Rappaport
2007 Irrevocable Trust
Agreement, except each trust is named for primary
beneficiary of such
trust, and copies of the same will be supplied
to the Commission upon
request.
|
|
99.5
|
Barry
H. Golsen 2007 Irrevocable Trust Agreement,
dated January 15, 2007, is
filed as Exhibit 99.5 to Amendment No. 34 and
is incorporated herein by
reference. The Steven J. Golsen 2007 Irrevocable Trust
Agreement and Linda F. Rappaport 2007 Irrevocable
Trust Agreement, each
dated January 15, 2007, are substantially similar
to the Barry H. Golsen
2007 Irrevocable Trust Agreement, except each
trust is named for primary
beneficiary of such trust, and copies of the
same will be supplied to the
Commission upon request.
|
Page 20
of
22
Pages
CUSIP
NO.
5021600-10-4
|
99.6
|
Shareholder's
Agreement, effective December 1, 1995, between
Sylvia Golsen and SBL
Corporation is filed as Exhibit 22 to Amendment
No. 24 and is incorporated
herein by reference.
|
|
99.7
|
Shareholder's
Agreement, effective December 1, 1995, among
Barry H. Golsen, Sylvia
Golsen and SBL Corporation is filed as Exhibit
99.7 to Amendment No. 33
and is incorporated herein by
reference.
|
|
99.8
|
Shareholder's
Agreement, effective December 1, 1995, among
Steven J. Golsen, Sylvia
Golsen and SBL Corporation. The Shareholder's
Agreement is substantially similar to the Shareholder's
Agreement filed as
Exhibit 99.7 hereto and a copy of the same
will be supplied to the
Commission upon request.
|
|
99.9
|
Shareholder's
Agreement, effective December 1, 1995, among
Linda F. Rappaport, Sylvia
Golsen and SBL Corporation. The Shareholder's
Agreement is substantially similar to the Shareholder's
Agreement filed as
Exhibit 99.7 hereto and a copy of the same
will be supplied to the
Commission upon request.
|
|
99.10
|
Rule
10b5-1 Sales Plan, dated December 14, 2007,
between Barry H. Golsen and
Capital West Securities, Inc.
|
|
99.11
|
Rule
10b5-1 Sales Plan, dated December 14, 2007,
between the Steven J. Golsen
Revocable Trust, dated May 22, 2006, and Capital
West Securities,
Inc.
|
|
99.12
|
Rule
10b5-1 Sales Plan, dated November 29, 2007,
between the Golsen Family,
L.L.C. and Capital West Securities,
Inc.
|
Page 21
of
22
Pages
CUSIP
NO.
5021600-10-4
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.
DATED:
December 21, 2007
/s/
Jack E. Golsen
Jack
E.
Golsen
/s/
Barry H. Golsen *
Barry
H.
Golsen
/s/ Steven
J. Golsen *
Steven J.
Golsen
/s/
Sylvia H. Golsen *
Sylvia
H.
Golsen
*Executed
by Jack E. Golsen pursuant to Power of Attorney
SBL,
L.L.C.
By:
/s/ Jack E. Golsen
Jack
E.
Golsen, President
GOLSEN
PETROLEUM CORPORATION
By:
/s/ Jack E. Golsen
Jack
E.
Golsen, President
GOLSEN
FAMILY, L.L.C.
By:
/s/ Jack E. Golsen
Jack
E.
Golsen, Manager
By:
/s/ Sylvia H. Golsen
Sylvia
H.
Golsen, Manager
Page 22
of
22
Pages
CUSIP
NO.
5021600-10-4
10B5-1
SALES PLAN
This
10B5-1 SALES PLAN (the “Sales
Plan”) is dated this 14th day of December 2007, between the BARRY H. GOLSEN
(“Seller”) and CAPITAL WEST SECURITIES, INC. (“Broker”). For good and
valuable consideration, the receipt of which is acknowledged, Seller and Broker
hereby agree as follows:
1. Background. This
Sales Plan is entered into between Seller and Broker for the purpose of
establishing a trading plan that complies with the requirements of Rule
10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Seller is establishing this Sales Plan in order
to permit the disposition of a portion of Seller’s holdings of the common stock,
par value $0.10 per share (the “Stock”), of LSB Industries, Inc, (the
“Issuer”). Seller desires to engage Broker to effect sales of share
of stock in accordance with this Sales Plan. On the date of execution of this
Agreement, which is the date first set forth above, the Seller is not subject
to
any Issuer blackout period restricting the sale of Stock by the
Seller.
2. Appointment
of Broker; Sales. Seller hereby appoints Broker to sell
shares of Stock pursuant to the terms and conditions set forth
below. Subject to such terms and conditions, Broker accepts such
appointment.
|
|
2.1
|
Authorizing
Selling. Commencing, Wednesday, January 2, 2008
(the “Effective Date”), and continuing for a period of 12 calendar months
after the Effective Date (the “Effective Period”), Broker is authorized
and directed, from time to time during the Effective Period, to sell
up to
40,000 shares of Stock. Sales of Stock pursuant to this Sales Plan
will be
made at Broker’s discretion on the American Stock Exchange (“AMEX”) at a
price per share equal to the greater of (a) the then current market
price
of the Stock as quoted on the AMEX or (b) $22.90, in each case, such
prices being before deducting any commission, commission equivalent,
mark-up or differential, or other expense of
sale.
|
|
|
2.2
|
Market
Disruptions. Seller understands that Broker may
not be able to effect a sale due to a market disruption. If any
sale cannot be executed due to a market disruption, Broker shall
effect
such sales as promptly as practical after the cessation or termination
of
such market disruption pursuant to this Sales
Plan.
|
3. Term. This
Sales Plan is effective on the Effective Date. Broker will cease
selling Stock and the Sales Plan will terminate on the earlier of:
(a) January
2, 2009;
(b) the
completion of the sale of 40,000 shares of Stock pursuant to this Sales
Plan;
|
|
(c)
|
notice
to Seller or Broker that Seller or Broker is not able to effect the
sale
of Stock under this Sales Plan due to a legal, regulatory or contractual
restriction applicable to Seller or
Broker;
|
(d) death
of Seller;
(e) Seller’s
or Broker’s reasonable determination that the Sales Plan does not complywith
Rule 10b5-1 or other applicable securities laws;
(f) written
notice by Seller or Seller’s counsel to Broker informing Broker of
Seller’ssuspension or termination of the Sales Plan; or
(g) written
notice by Broker or Broker’s counsel to Seller informing Seller ofBroker’s
suspension or termination of the Sales Plan.
4. Seller’s
Representations, Warranties and Covenants.
|
|
4.1
|
Compliance. As
of the date of this Sales Plan, Seller (a) is not aware of material,
nonpublic information with respect to the Issuer or any securities
of the
Issuer (including the Stock), (b) is not subject to any legal, regulatory
or contractual restriction or undertaking that would prevent Broker
from
conducting sales in accordance with this Sales Plan and (c) is entering
into this Sales Plan in good faith and not as part of a plan or scheme
to
evade the prohibitions of Rule 10b5-1 or compliance with the federal
securities laws.
|
|
|
4.2
|
Notification. Seller
shall immediately notify Broker if Seller becomes subject to a legal,
regulatory or contractual restriction or undertaking that would prevent
Broker from making sales pursuant to this Sales
Plan.
|
|
|
4.3
|
No
Issuer Prohibition. Seller is currently able to
sell shares of Stock in accordance with the Issuer’s insider trading
policies and Seller has obtained the approval of the Issuer’s counsel to
enter into this Sales Plan.
|
|
|
4.4
|
No
Liens. The shares of Stock subject to the Sales Plan are
free
and clear of liens and encumbrances of any
kind.
|
|
|
4.5
|
No
Disclosure; Hedging. While the Sales Plan is in effect,
Seller will not, directly or indirectly, (a) disclose to any Broker
or any
persons affiliated with Broker who is effecting sales under this
Sales
Plan any information concerning the Stock or the Issuer that might
influence the execution of this Sales Plan or (b) engage in offsetting
or
hedging transactions in violation of Rule
10b5-1.
|
|
|
4.6
|
Exchange
Act Reporting. Seller agrees to make all filings,
if any, required under Sections 13(d) and 16 of the Exchange
Act.
|
|
|
4.7
|
No
Influence. Seller acknowledges and agrees that
Seller does not have, and shall not attempt to exercise, any influence
over how, when, or whether to effect sales of Stock pursuant to this
Sales
Plan.
|
5. Rule
144 and Section 16(a) Compliance.
|
|
5.1
|
Rule
144. Broker agrees to conduct all sales under this
Sales Plan in accordance with the manner of sale requirement of Rule
144,
if applicable, under the Securities Act of 1933, as amended (the
“Act”), if applicable. If Rule 144 is applicable,
Broker will not effect any sale which would exceed the then applicable
volume limitation under Rule 144, assuming Broker’s sales under this Sales
Plan are the only sales subject to that limitation. Seller
agrees not to take, and agrees to cause any person or entity with
which
Seller would be required to aggregate sales of Stock pursuant to
paragraph
(a) (2) or (e) of Rule 144 not to take any action that would cause
the
sales under this Sales Plan not to comply with Rule
144.
|
|
|
5.2
|
Form
144. Broker will be responsible for completing and
filing on behalf of Seller each required Form 144. Seller
hereby grants Broker a power of attorney to complete and file on
behalf of
Seller Forms 144. Seller understands and agrees that
Broker will make one Form 144 filing at the beginning of each three-month
period commencing on the Effective Date. Each Form 144 filed by
Broker on behalf of Seller shall (a) state that the sales are being
effected in accordance with an existing Sales Plan intended to comply
with
Rule 10b5-1, (b) indicate the date the Sales Plan was adopted, and
(c)
state that the representations are made as of such
date.
|
|
|
5.3
|
Form
4. Broker understands and acknowledges that Seller
is subject to the beneficial ownership reporting requirements of
Section
16(a) of the Exchange Act. Section 16(a) requires Seller to
file a Statement of Changes in Beneficial Ownership of Securities
on Form
4 to report each sale by Broker of the Stock under this Sales
Plan. The required filing date is generally within two business
days following each such sale. To enable Seller to comply with
Seller’s Section 16(a) filing obligations, Broker agrees to notify Seller
immediately following each sale of Stock under this Sales Plan, but
in no
event later than one business day following the date of each such
sale.
|
6. Certain
Events.
|
|
6.1
|
Stock
Split. In the event of a stock split or reverse
stock split of the Stock, the maximum number of shares of Stock to
be sold
and the minimum price established above in paragraph 2 will be
automatically adjusted
proportionately.
|
|
|
6.2
|
Reorganization. In
the event of a reincorporation or other corporate organization resulting
in an automatic share-for-share exchange of new shares for the type
of
Stock subject to the Sales Plan, then the new shares will automatically
replace the type of Stock originally specified in the Sales
Plan.
|
7. General.
|
|
7.1
|
Interpretation. This
Sales Plan is intended to comply with the requirements of Rule
10b5-1(c)(1)(i)(B) under the Exchange Act, and this Sales Plan shall
be
interpreted to comply with the requirements of Rule
10b5-1(c).
|
|
|
7.2
|
Broker
Prohibitions. Broker shall immediately notify
Seller if Broker becomes subject to a legal, regulatory or contractual
restriction or undertaking that would prevent Broker from making
sales
pursuant to this Sales Plan.
|
|
|
7.3
|
Amendment. This
Sales Plan may be modified or amended only upon the written agreement
of
Seller and Broker, and only to the extent such modification or amendment
complies with the terms requirements of Rule 10b5-1 as of the date
of the
modification or amendment.
|
|
|
7.4
|
Governing
Law. This Sales Plan shall be governed by and
construed in accordance with the laws of the State of Oklahoma and
may be
modified or amended only by a writing signed by the parties
hereto.
|
|
|
7.5
|
Proceeds. Proceeds
from each sale of Stock effective under this Sales Plan will be delivered
to Seller’s Brokerage account, or such other account as directed in
writing by Seller to Broker.
|
|
|
7.6
|
Counterparts. This
Sale Plan may be signed in any number of counterparts, each shall
be an
original with the same effect as if all of the signatures were upon
the
same instrument.
|
|
|
7.7
|
Reformation. If
any provision of this Sales Plan is or becomes inconsistent with
any
applicable present or future law, rule or regulation, that provision
will
be deemed modified or, if necessary, rescinded in order to comply
with the
relevant law, rule or regulation. All of the provisions of this
Sales Plan will continue and remain in full force and
effect.
|
IN
WITNESS WHEREOF,
the undersigned have signed this Sales Plan as of the date first written
above.
BARRY
H. GOLSEN
By:
Barry
H. Golsen
(“Seller”)
CAPITAL
WEST SECURITIES, INC.
By:
Name:
Title:
(“Broker”)
10B5-1
SALES PLAN
This
10B5-1 SALES PLAN (the “Sales
Plan”) is dated this 14th day of December 2007, between the STEVEN J. GOLSEN
REVOCABLE TRUST (“Seller”) and CAPITAL WEST SECURITIES, INC.
(“Broker”). For good and valuable consideration, the receipt of which
is acknowledged, Seller and Broker hereby agree as follows:
1. Background. This
Sales Plan is entered into between Seller and Broker for the purpose of
establishing a trading plan that complies with the requirements of Rule
10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Seller is establishing this Sales Plan in order
to permit the disposition of a portion of Seller’s holdings of the common stock,
par value $0.10 per share (the “Stock”), of LSB Industries, Inc, (the
“Issuer”). Seller desires to engage Broker to effect sales of share
of stock in accordance with this Sales Plan. On the date of execution of this
Agreement, which is the date first set forth above, the Seller is not subject
to
any Issuer blackout period restricting the sale of Stock by the
Seller.
2. Appointment
of Broker; Sales. Seller hereby appoints Broker to sell
shares of Stock pursuant to the terms and conditions set forth
below. Subject to such terms and conditions, Broker accepts such
appointment.
|
|
2.1
|
Authorizing
Selling. Commencing, Wednesday, January 2, 2008
(the “Effective Date”), and continuing for a period of 12 calendar months
after the Effective Date (the “Effective Period”), Broker is authorized
and directed, from time to time during the Effective Period, to sell
up to
5,000 shares of Stock. Sales of Stock pursuant to this Sales Plan
will be
made at Broker’s discretion on the American Stock Exchange (“AMEX”) at a
price per share equal to the greater of (a) the then current market
price
of the Stock as quoted on the AMEX or (b) $23.25, in each case, such
prices being before deducting any commission, commission equivalent,
mark-up or differential, or other expense of
sale.
|
|
|
2.2
|
Market
Disruptions. Seller understands that Broker may
not be able to effect a sale due to a market disruption. If any
sale cannot be executed due to a market disruption, Broker shall
effect
such sales as promptly as practical after the cessation or termination
of
such market disruption pursuant to this Sales
Plan.
|
3. Term. This
Sales Plan is effective on the Effective Date. Broker will cease
selling Stock and the Sales Plan will terminate on the earlier of:
(a) January
2, 2009;
(b) the
completion of the sale of 5,000 shares of Stock pursuant to this Sales
Plan;
|
|
(c)
|
notice
to Seller or Broker that Seller or Broker is not able to effect the
sale
of Stock under this Sales Plan due to a legal, regulatory or contractual
restriction applicable to Seller or
Broker;
|
(d) death
of Seller;
(e) Seller’s
or Broker’s reasonable determination that the Sales Plan does not complywith
Rule 10b5-1 or other applicable securities laws;
(f) written
notice by Seller or Seller’s counsel to Broker informing Broker of
Seller’ssuspension or termination of the Sales Plan; or
(g) written
notice by Broker or Broker’s counsel to Seller informing Seller ofBroker’s
suspension or termination of the Sales Plan.
4. Seller’s
Representations, Warranties and Covenants.
|
|
4.1
|
Compliance. As
of the date of this Sales Plan, Seller (a) is not aware of material,
nonpublic information with respect to the Issuer or any securities
of the
Issuer (including the Stock), (b) is not subject to any legal, regulatory
or contractual restriction or undertaking that would prevent Broker
from
conducting sales in accordance with this Sales Plan and (c) is entering
into this Sales Plan in good faith and not as part of a plan or scheme
to
evade the prohibitions of Rule 10b5-1 or compliance with the federal
securities laws.
|
|
|
4.2
|
Notification. Seller
shall immediately notify Broker if Seller becomes subject to a legal,
regulatory or contractual restriction or undertaking that would prevent
Broker from making sales pursuant to this Sales
Plan.
|
|
|
4.3
|
No
Issuer Prohibition. Seller is currently able to
sell shares of Stock in accordance with the Issuer’s insider trading
policies and Seller has obtained the approval of the Issuer’s counsel to
enter into this Sales Plan.
|
|
|
4.4
|
No
Liens. The shares of Stock subject to the Sales Plan are
free
and clear of liens and encumbrances of any
kind.
|
|
|
4.5
|
No
Disclosure; Hedging. While the Sales Plan is in effect,
Seller will not, directly or indirectly, (a) disclose to any Broker
or any
persons affiliated with Broker who is effecting sales under this
Sales
Plan any information concerning the Stock or the Issuer that might
influence the execution of this Sales Plan or (b) engage in offsetting
or
hedging transactions in violation of Rule
10b5-1.
|
|
|
4.6
|
Exchange
Act Reporting. Seller agrees to make all filings,
if any, required under Sections 13(d) and 16 of the Exchange
Act.
|
|
|
4.7
|
No
Influence. Seller acknowledges and agrees that
Seller does not have, and shall not attempt to exercise, any influence
over how, when, or whether to effect sales of Stock pursuant to this
Sales
Plan.
|
5. Rule
144 and Section 16(a) Compliance.
|
|
5.1
|
Rule
144. Broker agrees to conduct all sales under this
Sales Plan in accordance with the manner of sale requirement of Rule
144,
if applicable, under the Securities Act of 1933, as amended (the
“Act”), if applicable. If Rule 144 is applicable,
Broker will not effect any sale which would exceed the then applicable
volume limitation under Rule 144, assuming Broker’s sales under this Sales
Plan are the only sales subject to that limitation. Seller
agrees not to take, and agrees to cause any person or entity with
which
Seller would be required to aggregate sales of Stock pursuant to
paragraph
(a) (2) or (e) of Rule 144 not to take any action that would cause
the
sales under this Sales Plan not to comply with Rule
144.
|
|
|
5.2
|
Form
144. Broker will be responsible for completing and
filing on behalf of Seller each required Form 144. Seller
hereby grants Broker a power of attorney to complete and file on
behalf of
Seller Forms 144. Seller understands and agrees that
Broker will make one Form 144 filing at the beginning of each three-month
period commencing on the Effective Date. Each Form 144 filed by
Broker on behalf of Seller shall (a) state that the sales are being
effected in accordance with an existing Sales Plan intended to comply
with
Rule 10b5-1, (b) indicate the date the Sales Plan was adopted, and
(c)
state that the representations are made as of such
date.
|
|
|
5.3
|
Form
4. Broker understands and acknowledges that Seller
is subject to the beneficial ownership reporting requirements of
Section
16(a) of the Exchange Act. Section 16(a) requires Seller to
file a Statement of Changes in Beneficial Ownership of Securities
on Form
4 to report each sale by Broker of the Stock under this Sales
Plan. The required filing date is generally within two business
days following each such sale. To enable Seller to comply with
Seller’s Section 16(a) filing obligations, Broker agrees to notify Seller
immediately following each sale of Stock under this Sales Plan, but
in no
event later than one business day following the date of each such
sale.
|
6. Certain
Events.
|
|
6.1
|
Stock
Split. In the event of a stock split or reverse
stock split of the Stock, the maximum number of shares of Stock to
be sold
and the minimum price established above in paragraph 2 will be
automatically adjusted
proportionately.
|
|
|
6.2
|
Reorganization. In
the event of a reincorporation or other corporate organization resulting
in an automatic share-for-share exchange of new shares for the type
of
Stock subject to the Sales Plan, then the new shares will automatically
replace the type of Stock originally specified in the Sales
Plan.
|
7. General.
|
|
7.1
|
Interpretation. This
Sales Plan is intended to comply with the requirements of Rule
10b5-1(c)(1)(i)(B) under the Exchange Act, and this Sales Plan shall
be
interpreted to comply with the requirements of Rule
10b5-1(c).
|
|
|
7.2
|
Broker
Prohibitions. Broker shall immediately notify
Seller if Broker becomes subject to a legal, regulatory or contractual
restriction or undertaking that would prevent Broker from making
sales
pursuant to this Sales Plan.
|
|
|
7.3
|
Amendment. This
Sales Plan may be modified or amended only upon the written agreement
of
Seller and Broker, and only to the extent such modification or amendment
complies with the terms requirements of Rule 10b5-1 as of the date
of the
modification or amendment.
|
|
|
7.4
|
Governing
Law. This Sales Plan shall be governed by and
construed in accordance with the laws of the State of Oklahoma and
may be
modified or amended only by a writing signed by the parties
hereto.
|
|
|
7.5
|
Proceeds. Proceeds
from each sale of Stock effective under this Sales Plan will be delivered
to Seller’s Brokerage account, or such other account as directed in
writing by Seller to Broker.
|
|
|
7.6
|
Counterparts. This
Sale Plan may be signed in any number of counterparts, each shall
be an
original with the same effect as if all of the signatures were upon
the
same instrument.
|
|
|
7.7
|
Reformation. If
any provision of this Sales Plan is or becomes inconsistent with
any
applicable present or future law, rule or regulation, that provision
will
be deemed modified or, if necessary, rescinded in order to comply
with the
relevant law, rule or regulation. All of the provisions of this
Sales Plan will continue and remain in full force and
effect.
|
IN
WITNESS WHEREOF,
the undersigned have signed this Sales Plan as of the date first written
above.
STEVEN
J. GOLSEN REVOCABLE TRUST
By:
Steven
J. Golsen, Trustee
(“Seller”)
CAPITAL
WEST SECURITIES, INC.
By:
Name:
Title:
(“Broker”)
10B5-1
SALES PLAN
This
10B5-1 SALES PLAN (the “Sales
Plan”) is dated this 29th day of November 2007, between the GOLSEN FAMILY LLC
(“Seller”) and CAPITAL WEST SECURITIES, INC. (“Broker”). For good and
valuable consideration, the receipt of which is acknowledged, Seller and Broker
hereby agree as follows:
1. Background. This
Sales Plan is entered into between Seller and Broker for the purpose of
establishing a trading plan that complies with the requirements of Rule
10b5-1(c)(1) promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Seller is establishing this Sales Plan in order
to permit the disposition of a portion of Seller’s holdings of the common stock,
par value $0.10 per share (the “Stock”), of LSB Industries, Inc, (the
“Issuer”). Seller desires to engage Broker to effect sales of share
of stock in accordance with this Sales Plan. On the date of execution of this
Agreement, which is the date first set forth above, the Seller is not subject
to
any Issuer blackout period restricting the sale of Stock by the
Seller.
2. Appointment
of Broker; Sales. Seller hereby appoints Broker to sell
shares of Stock pursuant to the terms and conditions set forth
below. Subject to such terms and conditions, Broker accepts such
appointment.
|
|
2.1
|
Effective
Date. On June 22, 2007, the Securities and Exchange
Commission (the “SEC”) issued proposed rules under Release No. 33-8813,
entitled “Revisions to Rule 144 and Rule 145 to Shorten Holding Period for
Affiliates and Non-Affiliates” (the “Proposed Rules”). On
November 15, 2007, the SEC adopted the Proposed Rules, with certain
exceptions (the “Final Rules”). The Final Rules will become
effective 60 days after the Final Rules are published in the Federal
Register published by the Office of the Federal Register, National
Archives and Records Administration (the “Effective Date of the Final
Rules”). For purposes of this Sales Plan, the “Effective Date”
is the day immediately following the Effective Date of the Final
Rules.
|
|
|
2.2
|
Authorizing
Selling. Commencing on the Effective Date and
continuing until November 29, 2008 (the “Effective Period”), Broker is
authorized and directed, from time to time during the Effective Period,
to
sell up to 200,000 shares of Stock. Sales of Stock pursuant to this
Sales
Plan will be made at Broker’s discretion on the American Stock Exchange
(“AMEX”) at a price per share equal to the greater of (a) the then current
market price of the Stock as quoted on the AMEX or (b) $23.00, in
each
case, such prices being before deducting any commission, commission
equivalent, mark-up or differential, or other expense of
sale.
|
|
|
2.2
|
Market
Disruptions. Seller understands that Broker may
not be able to effect a sale due to a market disruption. If any
sale cannot be executed due to a market disruption, Broker shall
effect
such sales as promptly as practical after the cessation or termination
of
such market disruption pursuant to this Sales
Plan.
|
3. Term. This
Sales Plan is effective on the Effective Date. Broker will cease
selling Stock and the Sales Plan will terminate on the earlier of:
(a) November
29, 2008;
(b) the
completion of the sale of 200,000 shares of Stock pursuant to this Sales
Plan;
|
|
(c)
|
notice
to Seller or Broker that Seller or Broker is not able to effect the
sale
of Stock under this Sales Plan due to a legal, regulatory or contractual
restriction applicable to Seller or
Broker;
|
(d) death
of Seller;
(e) Seller’s
or Broker’s reasonable determination that the Sales Plan does not complywith
Rule 10b5-1 or other applicable securities laws;
(f) written
notice by Seller or Seller’s counsel to Broker informing Broker of
Seller’ssuspension or termination of the Sales Plan; or
(g) written
notice by Broker or Broker’s counsel to Seller informing Seller ofBroker’s
suspension or termination of the Sales Plan.
4. Seller’s
Representations, Warranties and Covenants.
|
|
4.1
|
Compliance. As
of the date of this Sales Plan, Seller (a) is not aware of material,
nonpublic information with respect to the Issuer or any securities
of the
Issuer (including the Stock), (b) is not subject to any legal, regulatory
or contractual restriction or undertaking that would prevent Broker
from
conducting sales in accordance with this Sales Plan and (c) is entering
into this Sales Plan in good faith and not as part of a plan or scheme
to
evade the prohibitions of Rule 10b5-1 or compliance with the federal
securities laws.
|
|
|
4.2
|
Notification. Seller
shall immediately notify Broker if Seller becomes subject to a legal,
regulatory or contractual restriction or undertaking that would prevent
Broker from making sales pursuant to this Sales
Plan.
|
|
|
4.3
|
No
Issuer Prohibition. Seller is currently able to
sell shares of Stock in accordance with the Issuer’s insider trading
policies and Seller has obtained the approval of the Issuer’s counsel to
enter into this Sales Plan.
|
|
|
4.4
|
No
Liens. The shares of Stock subject to the Sales Plan are
free
and clear of liens and encumbrances of any
kind.
|
|
|
4.5
|
No
Disclosure; Hedging. While the Sales Plan is in effect,
Seller will not, directly or indirectly, (a) disclose to any Broker
or any
persons affiliated with Broker who is effecting sales under this
Sales
Plan any information concerning the Stock or the Issuer that might
influence the execution of this Sales Plan or (b) engage in offsetting
or
hedging transactions in violation of Rule
10b5-1.
|
|
|
4.6
|
Exchange
Act Reporting. Seller agrees to make all filings,
if any, required under Sections 13(d) and 16 of the Exchange
Act.
|
|
|
4.7
|
No
Influence. Seller acknowledges and agrees that
Seller does not have, and shall not attempt to exercise, any influence
over how, when, or whether to effect sales of Stock pursuant to this
Sales
Plan.
|
5. Rule
144 and Section 16(a) Compliance.
|
|
5.1
|
Rule
144. Broker agrees to conduct all sales under this
Sales Plan in accordance with the manner of sale requirement of Rule
144,
if applicable, under the Securities Act of 1933, as amended (the
“Act”), if applicable. If Rule 144 is applicable,
Broker will not effect any sale which would exceed the then applicable
volume limitation under Rule 144, assuming Broker’s sales under this Sales
Plan are the only sales subject to that limitation. Seller
agrees not to take, and agrees to cause any person or entity with
which
Seller would be required to aggregate sales of Stock pursuant to
paragraph
(a) (2) or (e) of Rule 144 not to take any action that would cause
the
sales under this Sales Plan not to comply with Rule
144.
|
|
|
5.2
|
Form
144. Broker will be responsible for completing and
filing on behalf of Seller each required Form 144. Seller
hereby grants Broker a power of attorney to complete and file on
behalf of
Seller Forms 144. Seller understands and agrees that
Broker will make one Form 144 filing at the beginning of each three-month
period commencing on the Effective Date. Each Form 144 filed by
Broker on behalf of Seller shall (a) state that the sales are being
effected in accordance with an existing Sales Plan intended to comply
with
Rule 10b5-1, (b) indicate the date the Sales Plan was adopted, and
(c)
state that the representations are made as of such
date.
|
|
|
5.3
|
Form
4. Broker understands and acknowledges that Seller
is subject to the beneficial ownership reporting requirements of
Section
16(a) of the Exchange Act. Section 16(a) requires Seller to
file a Statement of Changes in Beneficial Ownership of Securities
on Form
4 to report each sale by Broker of the Stock under this Sales
Plan. The required filing date is generally within two business
days following each such sale. To enable Seller to comply with
Seller’s Section 16(a) filing obligations, Broker agrees to notify Seller
immediately following each sale of Stock under this Sales Plan, but
in no
event later than one business day following the date of each such
sale.
|
6. Certain
Events.
|
|
6.1
|
Stock
Split. In the event of a stock split or reverse
stock split of the Stock, the maximum number of shares of Stock to
be sold
and the minimum price established above in paragraph 2 will be
automatically adjusted
proportionately.
|
|
|
6.2
|
Reorganization. In
the event of a reincorporation or other corporate organization resulting
in an automatic share-for-share exchange of new shares for the type
of
Stock subject to the Sales Plan, then the new shares will automatically
replace the type of Stock originally specified in the Sales
Plan.
|
7. General.
|
|
7.1
|
Interpretation. This
Sales Plan is intended to comply with the requirements of Rule
10b5-1(c)(1)(i)(B) under the Exchange Act, and this Sales Plan shall
be
interpreted to comply with the requirements of Rule
10b5-1(c).
|
|
|
7.2
|
Broker
Prohibitions. Broker shall immediately notify
Seller if Broker becomes subject to a legal, regulatory or contractual
restriction or undertaking that would prevent Broker from making
sales
pursuant to this Sales Plan.
|
|
|
7.3
|
Amendment. This
Sales Plan may be modified or amended only upon the written agreement
of
Seller and Broker, and only to the extent such modification or amendment
complies with the terms requirements of Rule 10b5-1 as of the date
of the
modification or amendment.
|
|
|
7.4
|
Governing
Law. This Sales Plan shall be governed by and
construed in accordance with the laws of the State of Oklahoma and
may be
modified or amended only by a writing signed by the parties
hereto.
|
|
|
7.5
|
Proceeds. Proceeds
from each sale of Stock effective under this Sales Plan will be delivered
to Seller’s Brokerage account, or such other account as directed in
writing by Seller to Broker.
|
|
|
7.6
|
Counterparts. This
Sale Plan may be signed in any number of counterparts, each shall
be an
original with the same effect as if all of the signatures were upon
the
same instrument.
|
|
|
7.7
|
Reformation. If
any provision of this Sales Plan is or becomes inconsistent with
any
applicable present or future law, rule or regulation, that provision
will
be deemed modified or, if necessary, rescinded in order to comply
with the
relevant law, rule or regulation. All of the provisions of this
Sales Plan will continue and remain in full force and
effect.
|
IN
WITNESS WHEREOF,
the undersigned have signed this Sales Plan as of the date first written
above.
GOLSEN
FAMILY LLC
By:
Jack
E. Golsen, Manager
(“Seller”)
CAPITAL
WEST SECURITIES, INC.
By:
Name:
Title:
(“Broker”)