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) October 31, 2000
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LSB INDUSTRIES, INC.
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(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 Avenue, Oklahoma City, Oklahoma 73107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 235-4546
____________________
Not applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On August 23, 2000, a wholly owned subsidiary (the "Subsidiary") of
LSB Industries, Inc. (the "Company"), and Orica USA, Inc. ("Orica") entered
into a letter agreement (the "Letter Agreement") wherein the Subsidiary
agreed to acquire certain assets comprising LaRoche Industries, Inc.'s
("LaRoche") ammonium nitrate manufacturing business located in Cherokee,
Alabama and Crystal City, Missouri (the "Assets") in the event Orica was
the successful bidder in a bankruptcy court managed action of the nitrogen
products manufacturing business of LaRoche. The bankruptcy court approved
the sale of LaRoche's nitrogen manufacturing business to Orica. Pursuant
to the terms of the Letter Agreement, Orica and its wholly owned subsidiary
assigned to subsidiaries of the Company its right to purchase all of the
Assets directly from LaRoche, effective October 31, 2000.
The purchase price for the Assets was paid in cash from the working
capital of the Company. The amount of the purchase price is subject to a
confidentiality request filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 as promulgated under the Securities and Exchange Act
of 1934, as amended. In any event, the purchase price is not considered to
be a material amount based upon the Company's total assets.
The Assets consist of two chemical plants: one located in Cherokee,
Alabama ("Cherokee Plant") and the other located in Crystal City, Missouri
("Crystal City Plant"). The Assets also include all inventory, machinery
and equipment, and real property, associated with the two chemical plants.
The Cherokee Plant produces anhydrous ammonia, nitric acid, aqua
ammonia, agricultural grade ammonium nitrate fertilizer, urea ammonium
nitrate fertilizer and ammonium nitrate solution as a blasting product
ingredient. The Cherokee Plant will remain in operation on at least a
temporary basis while the Company evaluate's the plant's profitability.
The Crystal City Plant is capable of producing industrial grade
ammonium nitrate and agricultural grade ammonium nitrate. The Crystal City
Plant will not be operated by the Company because the Company believes that
the selling price for the ammonium nitrate produced at the Crystal City
Plant could not support the cost of operating the plant.
Orica has a one year option to acquire the nitric acid plant located
within the Crystal City Plant along with any contracts and agreements to
manufacture, toll or sale industrial grade ammonium nitrate prill or
solution from such plant. The Crystal City Plant cannot produce nitrogen
products without the nitric acid plant. The exercise price of the option
to acquire the nitric acid plant and related contracts is $150,000, and
Orica has indicated that it intends to exercise this option. During the
one year option period, the Company has agreed to maintain the nitric acid
plant, at Orica's expense, in substantially its current operating condition.
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Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired. The financial
statements which may be required by Item 7(a) of Form 8-K are not
included herein, but will be filed by amendment to this Form 8-K
not later than 60 days after November 15, 2000.
(b) Pro Forma Financial Information. The pro forma financial information
which may be required by Item 7(b) of Form 8-K is not included herein,
but will be filed by amendment to this Form 8-K not later than 60
days after November 15, 2000.
(c) Exhibits.
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2.1 Letter Agreement, dated August 23, 2000, between LSB Chemical
Corp. and Orica USA, Inc.
2.2 Agreement, dated October 31, 2000, between Orica Nitrogen,
L.L.C., Orica USA, Inc. and LSB Chemical Corp.
10.1 Press Release, dated November 3, 2000.
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 15, 2000.
LSB INDUSTRIES, INC.
By: /s/ Tony M. Shelby
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Tony M. Shelby,
Senior Vice President and
Chief Financial Officer
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