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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)/1/ LSB Industries, Inc. --------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share --------------------------------------------- (Title of Class of Securities) 502160104 --------------------------------------------- (CUSIP Number) January 31, 2002 --------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - --------------- /1/ 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 the disclosures provided in a prior cover page. The information required in 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 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). - ------------------- ----------------- CUSIP No. 502160104 13G Page 2 of 5 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul J. Denby - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- Number of Shares 5. SOLE VOTING POWER 728,876 Beneficially Owned By Each Reporting Person With --------------------------------------------------- 6. SHARED VOTING POWER 23,776 --------------------------------------------------- 7. SOLE DISPOSITIVE POWER 728,876 --------------------------------------------------- 8. SHARED DISPOSITIVE POWER 23,776 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 752,652 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11. PERCENT 6.31% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 Item 1(a). Name of Issuer LSB Industries, Inc. Item 1(b). Address of Issuers' Principal Executive Offices 16 South Pennsylvania Avenue Oklahoma City, Oklahoma 73101 Item 2(a). Name of Person Filing Paul J. Denby Item 2(b). Address of Principal Business Office 4613 Redwood Court Irving, Texas 75038-6309 Item 2(c). Citizenship United States of America Item 2(d). Title of Class of Securities Common Stock, par value $0.10 Preferred Stock, convertible into Common Stock at a ratio of 4.32 Item 2(e). CUSIP Number 502160104 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or 2(c), check whether the person filing is a: N.A. Page 4 of 5 Item 4. Ownership The following information is reported as of January 31, 2002. The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition, is set forth in the following table: - --------------- (1) This number represents the total holdings by the Reporting Person of securities of the Issuer, and includes common stock and preferred stock, on an as-converted basis. Each share of preferred stock is convertible into 4.32 shares of common stock at the holder's option. (2) This number includes 23,776 shares, on an as-converted basis, owned by the Reporting Person's spouse. Item 5. Ownership of Five Percent or Less of a Class N.A. Item 6. Ownership of More than Five Percent on Behalf of Another Person N.A. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company N.A. Item 8. Identification and Classification of Members of the Group N.A. Item 9. Notice of Dissolution of Group N.A.
Power to Vote Power to Dispose No of Securities % of ------------------- ------------------ Person Beneficially Owned Class Sole Shared Sole Shared ------ ------------------ ----- ---- ------ ---- ------ Paul J. Denby 752,652 (1)(2) 6.31% 728,876 23,776 728,876 23,776 Page 5 of 5 Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities, and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. January 31, 2002 By: /s/ Paul J. Denby ------------------------------------- Paul J. Denby