UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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(b)
(AMENDMENT NO.___ )*
LSB Industries, Inc.
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
502160104
(CUSIP Number)
December 19, 2003
(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)
*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 disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
(Continued on the Following Pages)
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
440,256
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
440,256
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,256
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Long Short International, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
40,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
40,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Select, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
190,850
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
190,850
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,850
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Partners 100, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
19,636
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
19,636
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,636
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Investors, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
18,208
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
18,208
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,208
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Corsair Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
728,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
728,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
728,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jay R. Petschek
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
15,000
6. SHARED VOTING POWER
728,600
7. SOLE DISPOSITIVE POWER
15,000
8. SHARED DISPOSITIVE POWER
728,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Major
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
728,600
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
728,600
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
728,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
LSB Industries, Inc.(the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
16 South Pennsylvania Avenue
Oklahoma City, Oklahoma 73107
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are: Corsair
Capital Partners, L.P. ("Corsair Capital"), Corsair Long Short International,
Ltd. ("Corsair International"), Corsair Select, L.P. ("Corsair Select"), Corsair
Capital Partners 100, L.P. ("Corsair 100"), Corsair Capital Investors, Ltd.
("Corsair Investors"), Corsair Capital Management, L.L.C. ("Corsair
Management"), Jay R. Petschek ("Mr. Petschek") and Steven Major ("Mr. Major" and
collectively, the "Reporting Persons"). Corsair Management is the investment
manager of Corsair Capital, Corsair International, Corsair Select, Corsair 100
and Corsair Investors and the manager of other separate accounts. Mssrs.
Petschek and Major are the controlling persons of Corsair Management.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address for each of Corsair Capital, Corsair Select,
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major is 350 Madison
Avenue, 9th Floor, New York, New York 10017.
The principal business address for each of Corsair International and
Corsair Investors is c/o M&C Corporate Services Limited, P.O. Box 309, Ugland
House, 113 South Church Street, George Town, Grand Cayman, Cayman Islands,
British West Indies.
ITEM 2(c). CITIZENSHIP:
Each of Corsair Capital, Corsair Select and Corsair 100 is a limited
partnership formed under the laws of the State of Delaware.
Corsair Management is a limited liability company formed under the laws of
the State of Delaware.
Each of Corsair International and Corsair 100 is an exempted company formed
under the laws of the Cayman Islands, British West Indies.
Each of Mr. Petschek and Mr. Major is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.10 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
502160104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Corsair Capital beneficially owns 440,256 shares of Common
Stock.
Corsair International beneficially owns 40,000 shares of
Common Stock.
Corsair Select beneficially owns 190,850 shares of Common
Stock.
Corsair 100 beneficially owns 19,636 shares of Common Stock.
Corsair Investors beneficially owns 18,208 shares of Common
Stock.
Corsair Management, as the investment manager of each of
Corsair Capital, Corsair International, Corsair Select,
Corsair 100 and Corsair Investors is deemed to beneficially
own the 708,950 shares of Common Stock beneficially owned by
them and an additional 19,650 shares of Common Stock held in
separate accounts managed by it.
Mr. Petschek, as a controlling person of Corsair Management,
is deemed to beneficially own the 728,600 shares of Common
Stock beneficially owned by Corsair Management and the
beneficial owner of an additional 15,000 shares of Common
Stock that he owns personally or through separate accounts
managed by him.
Mr. Major is a controlling person of Corsair Management and
is deemed to beneficially own the 728,600 shares of Common
Stock beneficially owned by it.
Collectively, the Reporting Persons beneficially own 743,600
shares of Common Stock.
(b) Percent of Class:
Corsair Capital's beneficial ownership of 440,256 shares of
Common Stock represents 3.5% of all the outstanding shares
of Common Stock.
Corsair International's beneficial ownership of 40,000
shares of Common Stock represents 0.3% of all the
outstanding shares of Common Stock.
Corsair Select's beneficial ownership of 190,850 shares of
Common Stock represents 1.5% of all the outstanding shares
of Common Stock.
Corsair 100's beneficial ownership of 19,636 shares of
Common Stock represents 0.2% of all the outstanding shares
of Common Stock.
Corsair Investors' beneficial ownership of 18,208 shares of
Common Stock represents 0.1% of all the outstanding shares
of Common Stock.
Corsair Management's and Mr. Major's beneficial ownership of
728,600 shares of Common Stock represents 5.8% of all the
outstanding shares of Common Stock.
The 743,600 shares of Common Stock deemed to be beneficially
owned by Mr. Petschek represent 5.9% of all the outstanding
shares of Common Stock.
Collectively, the Reporting Persons beneficially own 743,600
shares of Common Stock representing 5.9% of all the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Mr. Petschek has the sole power to or to direct the
vote of the 15,000 shares of Common Stock beneficially
owned by him personally or through separate accounts
managed by him.
(ii) Shared power to vote or to direct the vote of shares of
Common Stock:
Corsair Capital, Corsair Management, Mr. Petschek and
Mr. Major have shared power to vote or direct the
vote of 440,256 shares of Common Stock.
Corsair International, Corsair Management, Mr. Petschek
and Mr. Major have the shared power to vote or direct
the vote of 40,000 shares of Common Stock.
Corsair Select, Corsair Management, Mr. Petschek and
Mr. Major have the shared power to vote or direct the
vote of 190,850 shares of Common Stock.
Corsair 100, Corsair Management, Mr. Petschek and Mr.
Major have the shared power to vote or direct the vote
of 19,636 shares of Common Stock.
Corsair Investors, Corsair Management, Mr. Petschek and
Mr. Major have shared power to vote or direct the vote
of 18,208 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition
of shares of Common Stock:
Mr. Petschek has the sole power to dispose or to direct
the disposition of the 15,000 shares of Common Stock
beneficially owned by him personally or through
separate accounts managed by him.
(iv) Shared power to dispose or to direct the disposition
of shares of Common Stock:
Corsair Capital, Corsair Management, Mr. Petschek and
Mr. Major have the power to dispose or to direct the
disposition of 440,256 shares of Common Stock.
Corsair International, Corsair Management, Mr. Petschek
and Mr. Major have the power to dispose or to direct
the disposition of 40,000 shares of Common Stock.
Corsair Select, Corsair Management, Mr. Petschek and
Mr. Major have the power to dispose or to direct the
disposition of 190,850 shares of Common Stock.
Corsair 100, Corsair Management, Mr. Petschek and Mr.
Major have the power to dispose or to direct the
disposition of 19,636 shares of Common Stock.
Corsair Investors, Corsair Management, Mr. Petschek and
Mr. Major have the power to dispose or to direct
the disposition of 18,208 shares of Common Stock.
Corsair Management, Mr. Petschek and Mr. Major have
the power to dispose or to direct the disposition of
19,650 shares of Common Stock held in separate
accounts managed by Corsair Management.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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 its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: January 15, 2004 CORSAIR CAPITAL PARTNERS, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR LONG SHORT INTERNATIONAL, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR SELECT, L.P.
By: Corsair Select Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR CAPITAL INVESTORS, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR CAPITAL PARTNERS 100, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR CAPITAL MANAGEMENT, L.L.C.
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
/s/ Jay R. Petschek
-------------------
Jay R. Petschek
/s/ Steven Major
----------------
Steven Major
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of LBS Industries, Inc. dated as of January 15, 2004
is, and any further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
Dated: January 15, 2004 CORSAIR CAPITAL PARTNERS, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR LONG SHORT INTERNATIONAL, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR SELECT, L.P.
By: Corsair Select Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR CAPITAL INVESTORS, LTD.
By: Corsair Capital Management, L.L.C.,
Director
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR CAPITAL PARTNERS 100, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
CORSAIR CAPITAL MANAGEMENT, L.L.C.
By: /s/ Steven Major
---------------------------------
Steven Major, Managing Member
/s/ Jay R. Petschek
-------------------
Jay R. Petschek
/s/ Steven Major
----------------
Steven Major
EXHIBIT B
Corsair Capital Partners, L.P.
Corsair Long Short International, Ltd.
Corsair Select, L.P.
Corsair Capital Partners 100, L.P.
Corsair Capital Investors, Ltd.
Corsair Capital Management, L.L.C. (except with respect to shares of Common
Stock held in separate accounts managed by it)
Jay R. Petschek (except with respect to shares of Common Stock owned by
Mr. Petschek personally or through separate accounts managed by him)
Steven Major