Attached files
| file | filename |
|---|---|
| EX-99.1 - LSB INDUSTRIES INC | ex_991.htm |
| EX-99.4 - LSB INDUSTRIES INC | ex_994.htm |
| EX-99.2 - LSB INDUSTRIES INC | ex_992.htm |
| EX-99.3 - LSB INDUSTRIES INC | ex_993.htm |
UNITED STATES
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): April 1, 2010
LSB INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-7677
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73-1015226
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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16 South Pennsylvania Avenue,
Oklahoma City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
|||
Registrant's telephone number,
including area code (405) 235-4546
Not applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
8 – Other Events
Item
8.01. Other Events
On April
1, 2010, LSB Industries, Inc. (the “Company”) completed the realignment of
certain of its direct and indirect wholly-owned entities. The
realignment is intended to, among other things, (a) align the ownership of the
subsidiaries of the Company by business group, (b) simplify the Company’s
corporate structure, (c) improve the effective management of the Company’s lines
of business, (d) facilitate the reporting responsibilities of the Company and
its businesses, and (e) optimize the corporate structure of the Company and its
subsidiaries for tax purposes. The Company’s significant
subsidiaries immediately following this realignment are as set forth in Exhibit
99.1 to this report, which is incorporated herein.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
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99.1
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Revised
list of all significant
Subsidiaries of the Company, including the state of incorporation or
organization of each and the names under which such subsidiaries do
business.
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99.2
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Realignment
Agreement, dated March 18, 2010, between LSB Industries, Inc.,
Consolidated Industries Corp., Prime Financial Corporation, Northwest
Capital Corporation, ThermaClime, Inc., LSB Holdings, Inc., Summit Machine
Tool Inc. Corp., Summit Machine Tool Manufacturing Corp., Summit Machinery
Company, Hercules Energy Mfg. Corporation, LSB Chemical Corp., El Dorado
Chemical Company, Chemex I Corp., DSN Corporation, The Climate Control
Group, Inc., and Chemex II Corp. Certain exhibits
listed in this document have been omitted. A copy of such exhibits will be
provided to the Securities and Exchange Commission upon
request.
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99.3
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Consent,
Joinder and Second Amendment, dated as of April 1, 2010, by and among LSB
Industries, Inc., ThermaClime, Inc., each of the Subsidiaries of
ThermaClime identified on the signature pages thereof, the lenders
identified on the signature pages thereof, Wells Fargo Capital finance,
Inc., as the arranger and administrative agent, and Consolidated
Industries Corp.
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99.4
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Amendment
and Waiver to the Term Loan, dated April 1, 2010, by and among
ThermaClime, Inc., Cherokee Nitrogen Holdings, Inc., Northwest Financial
Corporation, Chemex I Corp., Chemex II Corp., Cherokee Nitrogen
Company, ClimaCool Corp., ClimateCraft, Inc., Climate Master,
Inc., DSN Corporation, El Dorado Chemical Company, International
Environmental Corporation, Koax Corp., LSB Chemical Corp., The Climate
Control Group, Inc., Trison Construction, Inc., ThermaClime
Technologies, Inc., XpediAir, Inc., LSB Industries, Inc., each lender
party thereto, Banc of America Leasing & Capital, LLC, as
Administrative Agent and as Collateral Agent, Bank of Utah, as Payment
Agent, and Consolidated Industries
Corp.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: April
7, 2010
LSB
INDUSTRIES, INC.
By: /s/Tony M. Shelby
Tony M.
Shelby,
Executive
Vice President and
Chief
Financial Officer