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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LSB INDUSTRIES, INC
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 73-1015226
______________________________________ ___________________
(State of incorporation or organization (IRS Employer
Identification No.)
16 South Pennsylvania, Oklahoma City, Oklahoma 73107
________________________________________________________________
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
_______________________ ______________________________
Renewed Preferred Share New York Stock Exchange, Inc.
Purchase Rights with
respect to Common Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
____________________________________________________________
(Title of Class)
Item 1. Description of Securities To Be Registered.
__________________________________________
On January 5, 1999, the Board of Directors of LSB Industries,
Inc. (the "Company") extended its existing Rights Agreement, dated
as of February 17, 1989, between the Company and Bank One, N.A.
(f/k/a The Liberty Bank & Trust Company of Oklahoma City) (the
"Original Rights Agreement"), by adopting a Renewed Rights
Agreement between the Company and Bank One, N.A., as rights agent
(the "Renewed Rights Agreement"). The Original Rights Agreement is
scheduled to terminate pursuant to its terms on February 27, 1999.
As discussed below, the Renewed Rights Agreement is substantially
similar to the Original Rights Agreement with certain exceptions.
Pursuant to the Renewed Rights Agreement, the Company has
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.10
per share, of the Company which is outstanding on February 27,
1999, the expiration date of the Original Rights Agreement (the
"Record Date"), and authorized the issuance of one Right for each
share of common stock of the Company that shall become outstanding
between the Record Date and the Distribution Date (as defined in
the Renewed Rights Agreement), unless the Rights are redeemed,
exchanged or expire prior to the Distribution Date. The Rights
will expire on January 6, 2009 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed or exchanged by the Company.
The complete description of the terms of the Rights is set
forth in the Renewed Rights Agreement. Capitalized terms used and
not defined herein will have the respective meanings described to
such terms in the Renewed Rights Agreement. Each Right entitles
the registered holder to purchase from the Company one one-
hundredth of a share of Series 3 Participating Class C Preferred
Stock, no par value (the "Preferred Shares"), of the Company, at a
price of $20 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. Under the Original
Rights Agreement, the purchase price was $14 per one one-hundredth
of a Preferred Share.
Until the earlier to occur of (a) 10 days following a public
announcement that any individual, firm, corporation or entity
(individually called "Person" and collectively called "Persons") or
group of affiliated or associated Persons, except Excluded Persons
(as defined below) have acquired beneficial ownership of 20%
or more of the outstanding shares of the Company's common stock (an
"Acquiring Person") other than as a result of a Permitted Offer (as
defined below), or (b) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) following the
commencement of, or public announcement of an intention to commence
(which intention to commence remains in effect for five business
days after such announcement), a tender offer or exchange offer,
the consummation of which would result in the beneficial ownership
by any Person or group (other than by Excluded Persons) of 20%
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or more of such outstanding shares of the Company's common stock (the
earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any Company common stock certificates
outstanding as of the Record Date, by such common stock certificate.
Notwithstanding the foregoing, if the Board of Directors of the Company
determines, in good faith, that a Person who would otherwise be an
"Acquiring Person" becomes such inadvertently, and such Person divests,
within ten business days from the date of such determination by the Board
of Directors of the Company, a sufficient number of the shares of the
Company's common stock so that such Person would no longer be an
"Acquiring Person," then such Person will not be considered an "Acquiring
Person." An "Acquiring Person" does not include (a) the Company,
any subsidiary of the Company, any employee benefit plan of the
Company or subsidiary of the Company or any entity holding shares
of the Company's common stock of the Company for or pursuant to the
terms of any such plan, or (b) (i) Jack E. Golsen ("Golsen"); (ii)
the spouse and children of Golsen; (iii) spouses and children of
Golsen's children; (iv) the estate, executor, administrator,
guardian, or custodian for (collectively the "estates") any of the
persons described in (b)(i), (ii), and (iii) above; (v) any
corporation, partnership, trust or other entity of which at least
80% of the voting stock or equity interest (or as to trusts,
presumptive interest in principal and income) is beneficially owned
by persons described in (b)(i), (ii), (iii) and in (iv) above, and
(vi) certain other affiliates or associates of the persons
described in (i), (ii), (iii), (iv), and (v) above. The persons
referred to in (a) and (b) of this paragraph are sometimes
collectively referred to as "Excluded Persons"). Any rights that
are or were acquired or beneficially owned by an Acquiring Person
shall be void and any holder of such Rights shall thereafter have
no right to exercise such Rights. The beneficial ownership thresholds
described above were 30% under the Original Rights Agreement, rather
than 20% as provided in the Renewed Rights Agreement.
The Rights provide that, until the Distribution Date, the
Rights will be transferred with and only with the shares of the
Company's common stock. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), new Company
common stock certificates issued after the Record Date upon
transfer or new issuance of shares of the Company's common stock
will contain a notation incorporating the Rights by reference.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any
certificates for shares of the Company's common stock outstanding
as of the Record Date, even without such notation or a copy of the
Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the shares of the Company's
common stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the shares of the Company's common stock as of
the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (a)
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in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Shares, (b) upon the grant
to holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion
price, less than the then current market price of the Preferred
Shares or (c) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings
or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those referred to above). The number of
outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the shares
of the Company's common stock, or a stock dividend on the shares of
the Company's common stock payable in shares of the Company's
common stock, or subdivisions, consolidation or combinations of the
shares of the Company's common stock occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share shall be entitled to
receive, when, as and if declared by the Board of Directors, out of
funds legally available for the purpose, a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per share
of the Company's common stock. Dividends on the Preferred Shares
shall be cumulative. Accrued, but unpaid, dividends on the
Preferred Shares shall not bear interest. In the event of
liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment
made per share of the Company's common stock. In the event of any
merger, consolidation or other transaction in which shares of the
Company's common stock are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per share of the
Company's common stock. These rights are protected by customary
antidilution provisions. Each Preferred Share will have 100 votes on
all matters submitted to a vote of the stockholders of the Corporation,
voting together with the shares of the Company's common stock.
Because of the nature of the Preferred Shares' dividend and
liquidation rights, the value of the one one-hundredth interest in
a Preferred Share purchasable upon exercise of each Right should
approximate, to some degree, the value of one share of the
Company's common stock.
If the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets
or earning power are sold, proper provisions will be made so that
each holder of a Right (other than Rights beneficially owned by an
Acquiring Person, which shall be void) will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.
If (a) any person becomes an Acquiring Person or (b) during such
time as there is an Acquiring Person, there shall be any
reclassification of securities or recapitalization or
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reorganization of the Company or other transaction or series of
transactions which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of
equity securities of the Company or any of its subsidiaries
beneficially owned by the Acquiring Person, proper provisions shall
be made so that each holder of a Right (other than Rights
beneficially owned by the Acquiring Person, which are void) will
thereafter have the right to receive upon exercise that number of
shares of the Company's common stock having a market value of two
times the exercise price of the Right. A merger or other
combination would not trigger the forgoing rights if such
transaction is consummated with a person or group who acquired
shares of the Company's common stock pursuant to a Permitted Offer
(as defined below), the price per share of the Company's common
stock paid to all holders of the shares of the Company's common
stock is not less than the price per share of the Company's common
stock pursuant to the Permitted Offer, and the form of
consideration offered in such transaction is the same as the form
of consideration paid pursuant to the Permitted Offer. A
"Permitted Offer" is a tender or exchange offer for all shares of
the Company's common stock at a price and on terms that a majority
of the Board of Directors, who are not officers of the Company and
who are not Acquiring Persons or affiliates, associates or
representatives of an Acquiring Person, deem adequate (taking into
account all factors that the Board of Directors deem relevant) and
in the best interest of the Company and its stockholders (other
than the person or any affiliate or associate of such person on
whose behalf if the offer is made). The Permitted Offer exception
was not part of the Original Rights Agreement.
At any time after one becomes an Acquiring Person by acquiring
beneficial ownership of 20% (as opposed to 30% under the Original
Rights Agreement) or more of the outstanding shares of the
Company's common stock and prior to the acquisition by such
Acquiring Person of 50% or more of the outstanding shares of the
Company's common stock, the Board of Directors of the Company may,
at its option, exchange the Rights (other than Rights owned by such
Acquiring Person which are void), in whole or in part, at an
exchange ratio of one share of the Company's common stock or one
one-hundredth of a Preferred Share per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary receipts).
In lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior
to the date of exercise.
At any time prior to the Distribution Date or Final Expiration
Date, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
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Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The terms of the Renewed Rights Agreement and the Rights may
be amended by the Company without the consent of the holders of the
Rights, in order to cure any ambiguity, to correct or supplement
any provision contained therein which may be defective or
inconsistent with any other provisions contained therein, or to
make any other changes or amendments to the provisions contained
therein which the Company may deem necessary or desirable
(including, but not limited to, an amendment to lower the threshold
for exercisability of the Rights from 20% to not less than the
greater of (i) any percentage greater than the largest percentage
of the outstanding shares of the Company's common stock then known
to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than the Excluded Persons)
and (ii) 10%, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely affect
the interests of the holders of the Rights (other than the
Acquiring Person or any affiliate or associate of the Acquiring
Person). No amendment to the Renewed Rights Agreement or the
Rights shall be made which changes the redemption price or the
number of Preferred Shares or shares of the Company's common stock
for which a Right is exercisable or exchangeable.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts
to acquire the Company on terms not approved by the Company's Board
of Directors. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors since
(a) such transaction may satisfy the Permitted Offer exception to
the definition of Acquiring Person or (b) the Rights may be
redeemed by the Company at $.01 per Right prior to the time that a
Person or group has acquired beneficial ownership of 20% or more of
the shares of the Company's common stock.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the
Rights Agreement, which is an Exhibit to this Registration
Statement and is incorporated in this summary description by
reference.
Item 2. Exhibits.
________
1. Renewed Rights Agreement, dated January 6, 1999, between
LSB Industries, Inc. and Bank One, NA has been filed as
an Exhibit to Form 8-K filed by the Company with the
Securities and Exchange Commission on January 27, 1999,
and is incorporated herein by reference.
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2. Certificate of Designations relating to the Series 3
Participating Class C Preferred Stock has been filed as
an Exhibit to Form 8-K filed by the Company with the
Securities and Exchange Commission on January 27, 1999,
and is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: January 27, 1999.
LSB INDUSTRIES, INC.
By: /s/ Heidi L. Brown
________________________________
Heidi L. Brown,
Vice President-Managing Counsel