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.
39)
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)
June 18,
2009
(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)
|
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
|
467,726
|
|
|
Number
of Shares
|
(8) | Shared Voting Power |
3,698,696
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
467,726
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
3,698,696
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,166,422
|
|
|
(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)
|
18.76%
|
|
|
(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 |
2,181,352
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,181,352
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,181,352
|
|
|
(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)
|
10.05%
|
|
|
(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)
|
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
|
307,889
|
||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,879,022
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
307,889
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,879,022
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,186,911
|
|
|
(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)
|
14.45%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
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)
|
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
|
275,165
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
577,948
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
275,165
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
577,948
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
853,113
|
|
|
(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)
|
4.00%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
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)
|
Linda
F. Rappaport
|
|
|
(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
|
0
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
798,359
|
|
| Beneficially | ||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
0
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
798,359
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
798,359
|
|
|
(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)
|
3.58%
|
|
|
(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)
|
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
|
2,181,352
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
0
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,181,352
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,181,352
|
|
|
(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)
|
10.05%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
00
|
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)
|
SBL,
L.L.C. |
|
|
(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
|
2,844,987
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,844,987
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,844,987
|
|
|
(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)
|
12.91%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
OO
|
Page 8
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
|
|
|
(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)
|
1.96%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
CO
|
Page 9
of 22
Pages
CUSIP NO.
5021600-10-4
Introduction
This
statement constitutes Amendment No.39 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);
|
|
|
•
|
Linda
F. Rappaport, an individual;
|
|
|
•
|
Golsen
Family, L.L.C., an Oklahoma limited liability company
(“GFLLC”);
|
|
|
•
|
SBL,
L.L.C. ("SBL"); and
|
|
|
•
|
Golsen
Petroleum Corporation ("GPC"), an Oklahoma corporation and
wholly-owned subsidiary of SBL.
|
Jack and
Sylvia Golsen are husband and wife. Barry Golsen, Steven Golsen, and
Linda Rappaport are the children 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 their
children. Jack and Barry Golsen are the sole managers of SBL and the
sole members of the Board of Directors and the officers of GPC. Jack
and Sylvia Golsen are the sole managers of GFLLC.
This
Amendment No. 39 is being filed as a result of SBL entering into a 10B5-1 Sales
Plan, dated June 18, 2009 (the “10B5-1 Sales Plan”) for the sale of up to
150,000 shares of Common Stock, subject to the terms and conditions set forth in
the 10B5-1 Sales Plan.
This
Amendment No. 39 also reports the April 1, 2009, bona fide gifts (the “Gifts”)
of 2.0725% of the membership interests in GFLLC by each of Jack and Sylvia
Golsen to Barry Golsen, Steven
Page 10
of 22
Pages
CUSIP NO.
5021600-10-4
Golsen,
and Linda Rappaport. These gifts resulted in an aggregate of 4.1451%
of the membership interests in GFLLC being transferred by Jack and Sylvia
Golsen, with each of their children receiving 1.3817% of such membership
interests.
The
beneficial ownership of the reporting group as a whole did not change as a
result of the Gifts. The voting and dispositive power over the
securities held by GFLLC also did not change as a result of the Gifts because
Jack and Sylvia Golsen, as the sole managers of GFLLC, continue to possess
voting and dispositive power over such securities.
As of
result of the completion of the Gifts on April 1, 2009, membership interests in
GFLLC are currently owned of record as follows:
|
·
|
Jack
E. Golsen, through his revocable trust
(43.516%);
|
|
·
|
Sylvia
Golsen, through her revocable trust
(43.516%);
|
|
·
|
Barry
H. Golsen (4.323%);
|
|
·
|
Steven
J. Golsen (4.323%); and
|
|
·
|
Linda
F. Rappaport (4.322%).
|
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 Rule 10B5-1 Plan described above.
Item
4. Purpose of
Transaction.
Sales
Plan
On June
18, 2009, SBL 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 150,000 shares of Common Stock in accordance with
Rule 10B5-1 of the Exchange Act of 1934, as amended (the “Exchange
Act”). The 10B5-1 Sales Plan contains and the following terms, among
others:
Page 11
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
(a)
|
sales
may not commence until August 18,
2009;
|
|
|
(b)
|
the
10B5-1 Sales Plan will terminate not later than the earlier of August 18,
2010, or the date that all shares of Common Stock covered by the 10B5-1
Sales Plan have been sold in accordance with such
plan;
|
|
|
(c)
|
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
$20.00;
|
|
|
(c)
|
all
sales will be made on the New York Stock Exchange;
and
|
|
|
(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 the 10B5-1 Sales
Plan.
|
See Item
6 for information regarding the expiration of SBL's prior Rule 10B5-1 Sales
Plan, dated March 15, 2008.
Other
The bona
fide gift of GFLLC membership interests described in the Introduction to
the Amendment No. 39 was completed for Jack and Sylvia Golsen’s estate
planning purposes. The reporting persons do not presently have any
other plans or proposals required to be reported under Item 4 of this Schedule
13D.
Item
5. Interest in Securities of
the Issuer.
|
|
(a)
|
The
following table sets forth as of the filing date of this Amendment No. 39
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:
|
|
|
Person
|
Amount (10) (11) | Percent (12) | |
| Jack E. Golsen | 4,166,422 (2) | 18.76% | ||
| Sylvia H. Golsen |
2,181,352
(3)
|
10.05% | ||
| Barry H. Golsen |
3,186,911
(4)
|
14.45% | ||
| Steven J. Golsen | 853,113 (5) | 4.00% |
Page 12
of 22
Pages
CUSIP NO.
5021600-10-4
| Linda F. Rappaport | 798,359 (6) | 3.58% | ||
| Golsen Family, L.L.C. (1) |
2,181,352
(7)
|
10.05% | ||
| SBL (1) |
2,844,987
(8)
|
12.91% | ||
| GPC (1) | 417,288 (9) | 1.96% |
____________________
|
|
(1)
|
The
membership interests in GFLLC are owned by Jack Golsen through his
revocable trust (43.516%), Sylvia Golsen through her revocable trust
(43.516%), Barry Golsen (4.323%), Steven Golsen (4.323%), and Linda
Rappaport (4.323%). 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. Jack Golsen and Barry Golsen are the managers of SBL and
the directors and executive officers of GPC. Barry Golsen, Steven Golsen
and Linda Rappaport are the children of Jack and Sylvia Golsen, husband
and wife.
|
|
|
(2)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
787,309
shares owned by GFLLC as described in footnote (7), over which the
reporting person shares investment and dispositive power with Sylvia
Golsen;
|
|
|
(b)
|
2,844,987
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, over which the reporting person shares investment and
dispositive power with Barry
Golsen;
|
|
|
(c)
|
4,000
shares issuable upon conversion of a promissory note, over which the
reporting person has sole voting and dispositive
power;
|
|
|
(d)
|
200,406
shares owned of record by eight trusts for the benefit of the
grandchildren and great grandchildren of Jack Golsen, over which Jack
Golsen serves as the sole trustee with voting and dispositive power over
the Company’s securities held in the
trusts;
|
Page 13
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
(e)
|
263,320
shares owned of record by the Barry H. Golsen 2007 Irrevocable Trust, the
Steve J. Golsen 2007 Irrevocable Trust, and the Linda F. Rappaport 2007
Irrevocable Trust, over which Jack Golsen serves as the sole trustee with
voting and dispositive power over the Company’s securities held in the
trusts; and
|
|
|
(f)
|
30,000
shares owned by Linda Rappaport and 36,400 shares that Linda Rappaport may
acquire upon the conversion of $1 million principal amount of the
Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012 owned
by her, the dispositive power and voting power of which is shared with
Jack Golsen. Jack Golsen has no pecuniary interest in the
shares beneficially owned by Linda
Rappaport.
|
|
|
(3)
|
The
amount shown is comprised of (a) 787,309 shares beneficially owned by
GFLLC as described in footnote (7), over which the reporting person shares
dispositive and investment power with Jack Golsen, and (b) 1,394,043
shares representing the reporting person’s percentage ownership through
GFLLC of the shares beneficially owned by SBL and GPC as described in
footnotes (8) and (9), respectively. The amount shown does
not
include, and the reporting person disclaims beneficial ownership of the
shares listed in footnote (2) above as beneficially owned by Jack Golsen
(except the shares noted in the preceding
sentence).
|
|
|
(4)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
296,639
shares held directly;
|
|
|
(b)
|
11,250
shares issuable upon exercise of stock
options;
|
|
|
(c)
|
34,035
shares representing the reporting person’s percentage ownership of the
shares owned directly by GFLLC and that GFLLC has the right to acquire as
described in footnote (7) as a result of the reporting person’s ownership
in GFLLC; and
|
|
|
(d)
|
2,844,987
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, over which the reporting person shares investment and
dispositive control with Jack
Golsen.
|
Page 14
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
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.
|
|
|
(5)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
263,915
shares held directly;
|
|
|
(b)
|
11,250
shares issuable upon exercise of stock
options;
|
|
|
(c)
|
94,300 shares
representing the reporting person’s percentage ownership of the shares
owned directly by GFLLC and that GFLLC has the right to acquire as
described in footnote (7) and the reporting person’s percentage ownership
in the shares held by SBL and GPC as a result of the reporting person’s
ownership in GFLLC; and
|
|
|
(d)
|
483,648
shares representing the reporting person’s percentage ownership of the
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, as a result of the reporting person’s ownership in
SBL.
|
|
|
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.
|
|
|
(6)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
36,400
shares issuable upon the conversion of $1 million principal amount of
the Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012,
the dispositive and voting power of which is shared with Jack
Golsen;
|
|
|
(b)
|
30,000
shares owned directly, the dispositive and voting power of which is shared
with Jack Golsen;
|
|
|
(c)
|
94,278 shares
representing the reporting person’s percentage ownership of the shares
owned directly by GFLLC and that GFLLC has the right to acquire as
described in footnote (7) and the reporting person’s percentage ownership
in the shares held by
|
Page 15
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
SBL
and GPC as a result of the reporting person’s ownership in
GFLLC;
|
|
|
(d)
|
483,648
shares representing the reporting person’s percentage ownership of the
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, as a result of the reporting person’s ownership in SBL;
and
|
|
|
(e)
|
154,033
shares that the reporting person’s spouse owns, for which the reporting
person disclaims beneficial
ownership.
|
The
amount shown does not include 89,440 shares owned of record by the Linda F.
Rappaport 1992 Trust, of which Linda F. Rappaport is the primary beneficiary,
but of which Linda F. Rappaport has no voting or dispositive
control.
|
|
(7)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
653,976
shares owned directly;
|
|
|
(b)
|
133,333
shares issuable upon the conversion of 4,000 shares of the Company’s
Series 2 Preferred; and
|
|
|
(c)
|
1,394,043
shares representing GFLLC’s beneficial ownership in the shares held by SBL
and GPC as a result of the GFLLC’s ownership in
SBL.
|
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 GFLLC.
|
|
(8)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
1,632,099
shares owned directly;
|
|
|
(b)
|
250,000 shares issuable upon the
conversion of 1,000,000 shares of the Company's Series D
Preferred;
|
|
|
(c)
|
400,000 shares issuable upon the
conversion of 12,000 shares of the Company's Series B
Preferred;
|
Page 16
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
(d)
|
145,600
issuable shares upon the conversion of $4 million principal amount of
the Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012;
and
|
|
|
(e)
|
417,288
shares beneficially owned by SBL's wholly owned subsidiary, GPC, as
described in footnote (9).
|
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 in SBL or indirect ownership in SBL through ownership in GFLLC), as
described in footnote (1) to this table, except Jack and Barry Golsen, as the
managers SBL possessing voting and dispositive power over such shares, report
beneficial ownership of all such shares.
|
|
(9)
|
The
amount shown is comprised of (a) 283,955 shares owned directly, and (b)
133,333 shares that may be acquired upon conversion of 4,000 shares of the
Company's Series B Preferred Stock.
|
|
|
(10)
|
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.
|
|
|
(11)
|
Jack
Golsen, Sylvia Golsen, Barry Golsen, Steven Golsen, and Linda Rappaport
each disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the other, as described in footnotes (2),
(3), (4), (5), and (6), respectively, except as stated in such
footnotes.
|
|
|
(12)
|
The
percentage ownership of each reporting person is based on 21,109,812
shares of Common Stock outstanding, as of April 30,
2009. 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 computing the percentage of the class by any other
person.
|
Page 17
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
(b)
|
The
following table sets forth, as of the filing date of this Amendment No. 39
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 | 467,726 (2) | 3,698,696 (2) | ||
| Sylvia H. Golsen | None | 2,181,352 (3) | ||
| Barry H. Golsen | 307,889 (4) |
2,879,025
(4)
|
||
| Steven J. Golsen | 275,165 (5) | 577,948 (5) | ||
| Linda F. Rappaport | None (6) | 798,359 (6) | ||
| Golsen Family, L.L.C. (1) | None | 2,181,352 (7) | ||
| SBL (1) | None | 2,844,987 (8) | ||
| GPC (1) | None | 417,288 (9) | ||
_________________________
|
|
(1)
|
See
footnote (1) under paragraph (a) of this Item
5.
|
|
|
(2)
|
See
footnote (2)under paragraph (a) of this Item
5.
|
|
|
(3)
|
See
footnotes (3) under paragraph (a) of this Item
5
|
|
|
(4)
|
See
footnotes (4) under paragraph (a) of this Item
5.
|
|
|
(5)
|
See
footnotes (5) under paragraph (a) of this Item
5.
|
|
|
(6)
|
See
footnotes (6) under paragraph (a) of this Item
5.
|
|
|
(7)
|
See
footnote (7) under paragraph (a) of this Item
5.
|
|
|
(8)
|
See
footnote (8) under paragraph (a) of this Item
5.
|
|
|
(9)
|
See
footnote (9) under paragraph (a) of this Item
5.
|
Page 18
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
(c)
|
During
the 60 days prior to the filing of this Amendment No. 39 to this Schedule
13D, the reporting persons did not affect any transactions in the Common
Stock.
|
|
|
(d)
|
Not
Applicable.
|
|
|
(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 follows.
Creation of 10B5-1 Sales
Plan.
SBL
entered into a 10B5-1 Sales Plan on June 18, 2009, with Capital West Securities,
Inc. (“Capital West”). The 10B5-1 Sales Plan authorizes Capital West to
sell, in the aggregate, up to 150,000 shares of Common Stock during the one
year period beginning August 18, 2009, subject to the terms and conditions of
the 10B5-1 Sales Plan. See Item 4 of this Amendment No. 39 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. 39.
|
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.
|
|
24.2
|
Power
of Attorney, dated December 29, 2008, executed by Linda F. Rappaport is
filed as Exhibit 24.2 to Amendment No. 38 and is incorporated herein by
reference.
|
|
99.1
|
Joint
Filing Statement, dated September 19, 2007, is filed as Exhibit 99.1 to
Amendment No. 34 and is incorporated herein by
reference.
|
|
99.2
|
Joint
Filing Statement, dated December 29, 2008, executed by Linda F. Rappaport
is filed as Exhibit 99.2 to Amendment No. 38 and is incorporated herein by
reference.
|
Page 19
of 22
Pages
CUSIP NO.
5021600-10-4
|
99.3
|
Convertible
Note between the Company and Jack E. Golsen filed as Exhibit (a) to the
original Schedule 13D and is incorporated herein by
reference.
|
|
99.4
|
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.
|
|
99.5
|
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.
|
|
99.6
|
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.
|
|
99.7
|
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.
|
|
99.8
|
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.
|
|
99.9
|
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
|
Page 20
of 22
Pages
CUSIP NO.
5021600-10-4
|
|
copy
of the same will be supplied to the Commission upon
request.
|
|
99.10
|
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.
|
|
99.11
|
Rule
10B5-1 Sales Plan, dated June 18, 2009, between SBL, L.L.C. and Capital
West Securities, Inc.
|
|
99.12
|
Security
Agreement, dated November 7, 2008, executed by SBL, L.L.C. in favor of The
Bank Of The West as filed as Exhibit 99.12 to Amendment No. 38 and is
incorporated herein by
reference.
|
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:
July 22, 2009.
/s/
Jack E. Golsen
Jack E.
Golsen
*
Sylvia H.
Golsen
*
Barry H.
Golsen
*
Steven J.
Golsen
*
Linda F.
Rappaport
*Executed
by Jack E. Golsen pursuant to Power of Attorney
GOLSEN
FAMILY, L.L.C.
By:
/s/ Jack E. Golsen
Jack E.
Golsen, Manager
SBL
LLC
By: /s/ Jack E. Golsen
Jack E.
Golsen, Manager
GOLSEN
PETROLEUM CORPORATION
By: /s/ Jack E. Golsen
Jack E.
Golsen, President
Page 22
of 22
Pages
10B5-1 SALES
PLAN
This 10B5-1 SALES PLAN (the “Sales
Plan”) is dated this 18th day of June, 2009, between the SBL L.L.C. (“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, Tuesday, August 18, 2009 (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
150,000 shares of Stock. Sales of Stock pursuant to this Sales Plan will
be made at Broker’s discretion on the New York Stock Exchange (“NYSE”) at
a price per share equal to or greater than $20.00, with 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) August
18, 2010;
(b) the
completion of the sale of 150,000 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;
1
(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
withdrawal as Seller’s broker under 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
|
2
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 the provisions 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
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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.
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6.2
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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.
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7. General.
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7.1
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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).
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7.2
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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.
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3
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7.3
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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.
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7.4
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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.
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7.5
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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.
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7.6
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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.
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7.7
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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.
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IN WITNESS WHEREOF, the
undersigned have signed this Sales Plan as of the date first written
above.
SBL
L.L.C.
By: /s/ Jack E.
Golsen
Name: Jack E. Golsen
Title:
Manager
(“Seller”)
CAPITAL
WEST SECURITIES, INC.
By: /s/ Ann
Garrett
Name: Ann
Garrett
Title: Branch
Manager
(“Broker”)