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.
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(Exact name of registrant as specified in its charter)
Delaware 73-1015226
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(State of incorporation or organization (IRS Employer
Identification No.)
16 South Pennsylvania, Oklahoma City, Oklahoma 73107
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(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
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Preferred Share Purchase New York Stock Exchange
Rights with respect to
Common Stock, par value
$.10
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities To Be Registered.
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On February 17, 1989, the Board of Directors of LSB Industries,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value $.10 per
share (the "Common Shares"), of the Company. The dividend was payable to
stockholders of record on February 27, 1989 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one one-hundredth
of a share of Series 2 Participating Class C Preferred Stock, no par value
(the "Preferred Shares"), of the Company, at a price of $14 per one one-
hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment.
The description and terms of each Right is set forth in a Rights Agreement
(the "Rights Agreement") between the Company and The Liberty National Bank and
Trust Company of Oklahoma City, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 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 have acquired beneficial ownership of 30% or more of the
outstanding Common Shares (an "Acquiring Person"), except by those not
considered as an Acquiring Person as hereinafter described, or (ii) 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 announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a Person or group (other than by those that are not
considered an Acquiring Person) of 30% or more of such outstanding Common
Shares (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate. 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 Common Shares of the Company for or pursuant to the
terms of any such plan, or (b) Jack E. Golsen ("Golsen"); the spouse and
children of Golsen and spouses of such children; any estate of, or executor or
administrator of any estate of, or guardian or custodian for (collectively the
"estates") Golsen, the spouse and children of Golsen and spouses of such
children; any corporation, trust, partnership or other entity of which Golsen,
the spouse and children of Golsen and spouses of such children or the estates
of Golsen, the spouse and children of Golsen and the spouses of such children
own at least 80% of the outstanding beneficial voting or equity interest,
directly or indirectly, either by any one or more of the above listed persons,
entities or estates or by any combination thereof; and, certain affiliates and
associates of the above listed persons, entities or estates (the Persons and
estates referred to in (a) and (b) above of this paragraph sometimes
collectively referred to as "Excluded Persons").
The Rights provide that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Common
Shares, 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 Common Shares 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 Common Shares 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 Rights will expire on February 27, 1999 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed by the Company, in each case, as described below.
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 (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Shares, (ii) 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
(iii) 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 Common Shares, or a
stock dividend on the Common Shares payable in Common Shares, or subdivisions,
consolidation or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
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.
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 Common Share. 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 Common Share. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 100 times the amount received per Common Share.
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 Common Shares.
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 Common Share.
In the event that 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) 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. In the event that (i) any
person becomes an Acquiring Person or (ii) during such time as there is an
Acquiring Person, there shall be any reclassification of securities or
recapitalization or 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 Common Shares of the Company having a market value of two times the
exercise price of the Right.
At any time after one becomes an Acquiring Person by acquiring
beneficial ownership of 30% or more of the outstanding Common Shares and prior
to the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, 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 Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), 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 acquisition by a Person or group of
affiliated or associated Persons (other than by Excluded Persons) of
beneficial ownership of 30% or more of the outstanding Common Shares, 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.
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 Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower the threshold for exercisability of the Rights
from 30% to not less than the greater of (i) any percentage greater than the
largest percentage of the outstanding Common Shares 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.
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 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 30% or more of the Common Shares.
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.
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1. Rights Agreement dated as of February 17, 1989, between LSB
Industries, Inc. and The Liberty National Bank and Trust
Company of Oklahoma City, has been filed as an Exhibit to Form
8-A filed by the Registrant with the Securities and Exchange
Commission on February 23, 1989, and is incorporated herein by
reference.
2. Certificate of Designation, dated February 17, 1989, relating
to the Series 2 Participating Class C Preferred Stock has been
filed as an Exhibit to the Company's Form 10-K for fiscal year
ended December 31, 1989, and is incorporated herein by
reference.
3. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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: August 17, 1994.
LSB INDUSTRIES, INC.
By /s/ Heidi L. Brown
Heidi L. Brown
Vice President
Managing Counsel
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