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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 1997 ---------------- LSB INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7677 73-1015226 - --------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 16 South Pennsylvania, Oklahoma City, Oklahoma 73107 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (405) 235-4546 -------------- Not applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------- On November 4, 1997, the Registrant issued a press release announcing that the Registrant's wholly-owned subsidiary, ClimaChem, Inc., an Oklahoma corporation, proposes to offer up to $100,000,000 of senior unsecured notes. The press release states that the proposed offering is not registered or required to be registered under the Securities Act of 1933, as amended (the "Act"), and that such notes may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Act. The press release was issued in accordance with Rule 135c promulgated under the Act. A copy of the press release dated November 4, 1997, is attached as an exhibit hereto. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. 99.1 Press release, dated November 4, 1997. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 4, 1997. LSB INDUSTRIES, INC. By: /s/ Jack E. Golsen ----------------------------- Jack E. Golsen President -2-
EXHIBIT 99.1 COMPANY CONTACT: Tony M. Shelby Chief Financial Officer (405) 235-4546 KCSA CONTACT: Leslie A. Schupack/Joe Mansi (212) 682-6300, ext. 205/207 November 4, 1997 NYSE: LSB LSB INDUSTRIES, INC. ANNOUNCES $100,000,000 OFFERING OF SENIOR NOTES BY SUBSIDIARY Oklahoma City, Oklahoma .... November 4, 1997 .... LSB Industries, Inc. ("LSB") announced today that its wholly owned subsidiary, ClimaChem, Inc. ("ClimaChem"), proposes to offer up to $100,000,000 senior unsecured notes due 2007 (the "Notes") in an offering not registered or required to be registered under the Securities Act of 1933, as amended (the "Act"). Certain subsidiaries of ClimaChem will guarantee the Notes on a senior unsecured basis. If the offering is completed, net proceeds will be used to repay certain term loans, reduce the outstanding amounts under various revolving credit facilities, fund a loan to LSB of approximately $10 million, and the balance for ClimaChem's general corporate purposes. The Notes have not been registered under the Act and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Act. The Notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A of the Act, a limited number of other institutional accredited investors and certain persons in offshore transactions in reliance on Regulation S under the Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the proposed Notes. ClimaChem was organized in October 1997 to own LSB's Chemical Business, which is engaged in the manufacture and sale of chemical products for the mining, agricultural and industrial markets, and Climate Control Business, which is engaged in the manufacture and sale of a broad range of hydronic fan coils and water source heat pumps as well as other air conditioning products for commercial and residential applications. LSB is a diversified manufacturing, marketing and engineering company with worldwide operations. LSB's Common Stock and Series 2 Preferred Stock are listed for trading on the New York Stock Exchange.