SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 44)*

 

 

 

LSB INDUSTRIES, INC.

(Name of issuer)

 

 

 

COMMON STOCK, PAR VALUE $.10

(Title of class of securities)

 

5021600-10-4

(CUSIP number)

 

Jack E. Golsen

16 South Pennsylvania

Oklahoma City, Oklahoma 73107

(405) 235-4546

(Name, address and telephone number of person authorized to receive notices and communications)

 

December 12, 2011

(Date of event which requires filing of this statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*  

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).

 

 

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 2 of 19 Pages

 

  (1)   

Names of reporting persons

 

Jack E. Golsen

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

USA

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

673,304

  

  (8)

  

Shared voting power

 

2,951,366

  

  (9)

  

Sole dispositive power

 

673,304

  

(10)

  

Shared dispositive power

 

2,951,366

(11)

 

Aggregate amount beneficially owned by each reporting person

 

3,624,670

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

15.59%

(14)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 3 of 19 Pages

 

  (1)   

Names of reporting persons

 

Sylvia H. Golsen

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

USA

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

  

  (8)

  

Shared voting power

 

1,508,272

  

  (9)

  

Sole dispositive power

 

  

(10)

  

Shared dispositive power

 

1,508,272

(11)

 

Aggregate amount beneficially owned by each reporting person

 

1,508,272

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

6.6%

(14)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 4 of 19 Pages

 

  (1)   

Names of reporting persons

 

Barry H. Golsen

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

USA

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

292,467

  

  (8)

  

Shared voting power

 

2,748,616

  

  (9)

  

Sole dispositive power

 

292,467

  

(10)

  

Shared dispositive power

 

2,748,616

(11)

 

Aggregate amount beneficially owned by each reporting person

 

3,041,083

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

13.16%

(14)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 5 of 19 Pages

 

  (1)   

Names of reporting persons

 

Steven J. Golsen

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

USA

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

263,493

  

  (8)

  

Shared voting power

 

530,688

  

  (9)

  

Sole dispositive power

 

263,493

  

(10)

  

Shared dispositive power

 

530,688

(11)

 

Aggregate amount beneficially owned by each reporting person

 

794,181

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

3.53%

(14)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 6 of 19 Pages

 

  (1)   

Names of reporting persons

 

Linda F. Rappaport

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

USA

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

0

  

  (8)

  

Shared voting power

 

656,699

  

  (9)

  

Sole dispositive power

 

0

  

(10)

  

Shared dispositive power

 

656,699

(11)

 

Aggregate amount beneficially owned by each reporting person

 

656,699

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

2.92%

(14)

 

Type of reporting person (see instructions)

 

IN

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 7 of 19 Pages

 

  (1)   

Names of reporting persons

I.R.S. Identification No. of above Persons (entities only)

 

Golsen Family, L.L.C.

20-8234753

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Oklahoma

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

0

  

  (8)

  

Shared voting power

 

1,492,396

  

  (9)

  

Sole dispositive power

 

0

  

(10)

  

Shared dispositive power

 

1,492,396

(11)

 

Aggregate amount beneficially owned by each reporting person

 

1,492,396

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

6.54%

(14)

 

Type of reporting person (see instructions)

 

OO

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 8 of 19 Pages

 

  (1)   

Names of reporting persons

 

SBL, L.L.C.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Oklahoma

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

  

  (8)

  

Shared voting power

 

2,742,187

  

  (9)

  

Sole dispositive power

 

  

(10)

  

Shared dispositive power

 

2,742,187

(11)

 

Aggregate amount beneficially owned by each reporting person

 

2,742,187

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    x

 

(13)

 

Percent of class represented by amount in Row (11)

 

11.87%

(14)

 

Type of reporting person (see instructions)

 

OO

 


SCHEDULE 13D/A

 

CUSIP No. 5021600-10-4   Page 9 of 19 Pages

 

  (1)   

Names of reporting persons

 

Golsen Petroleum Corporation

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Source of funds (see instructions)

 

Not applicable

  (5)  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

¨

  (6)  

Citizenship or place of organization

 

Oklahoma

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

  (7) 

  

Sole voting power

 

  

  (8)

  

Shared voting power

 

417,288

  

  (9)

  

Sole dispositive power

 

  

(10)

  

Shared dispositive power

 

417,288

(11)

 

Aggregate amount beneficially owned by each reporting person

 

417,288

(12)

 

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

(13)

 

Percent of class represented by amount in Row (11)

 

1.86%

(14)

 

Type of reporting person (see instructions)

 

CO

 


CUSIP No. 5021600-10-4   Page 10 of 19 Pages

Introduction

This statement constitutes Amendment No. 44 to the Schedule 13D dated October 7, 1985, as amended (the “Schedule 13D”), relating to the common stock, par value $.10 a share (“Common Stock”) of LSB Industries, Inc. (the “Company”). All terms not otherwise defined herein shall have the meanings ascribed in the Schedule 13D.

This Schedule 13D is reporting matters with respect to the following reporting persons:

 

   

Jack E. Golsen (Chief Executive Officer and Chairman of the Board of the Company);

 

   

Sylvia H. Golsen, an individual;

 

   

Barry H. Golsen (President and member of the Board of Directors of the Company);

 

   

Steven J. Golsen (President of certain subsidiaries of the Company and a member of the board of directors of the Company);

 

   

Linda F. Rappaport, an individual;

 

   

Golsen Family, L.L.C., an Oklahoma limited liability company (“GFLLC”);

 

   

SBL, L.L.C., an Oklahoma limited liability company(“SBL”); and

 

   

Golsen Petroleum Corporation, an Oklahoma corporation and wholly-owned subsidiary of SBL (“GPC”).

Jack and Sylvia Golsen are husband and wife. Barry Golsen, Steven Golsen, and Linda Rappaport are the children of Jack and Sylvia Golsen (collectively, the “Golsen Family”). All of the membership interests in GFLLC are owned by the Golsen Family. Jack and Sylvia Golsen are the sole managers of GFLLC. All of the outstanding stock of SBL is owned by GFLLC, Barry Golsen, Steven Golsen and Linda Rappaport. Jack and Barry Golsen are the sole managers of SBL and the sole members of the Board of Directors and the officers of GPC.

This Amendment No. 44 is being filed as a result of Jack E. Golsen adopting a Rule 10b5-1 Sales Plan, which provides for the sale of up to an aggregate 100,000 shares of Common Stock pursuant to the terms of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Rule 10b5-1 Sales Plan is described under Item 4, below.

 

Item 1. Security and Issuer.

Item 1 of this Schedule 13D is unchanged.

 

Item 2. Identity and Background.

Item 2 of this Schedule 13D is unchanged.


CUSIP No. 5021600-10-4   Page 11 of 19 Pages

 

Item 3. Source and Amount of Funds or Other Consideration.

This Item 3 is not applicable to the Rule 10b5-1 Plan described above.

 

Item 4. Purpose of Transaction.

10b5-1 Sales Plan

On November 30, 2011, Jack E. Golsen entered into a Rule 10b5-1 Sales Plan (the “Sales Plan”) with Morgan Stanley Smith Barney, LLC (“Morgan Stanley”), which Sales Plan was executed by Morgan Stanley on December 12, 2011. The Sales Plan provides for the sale of up to an aggregate 100,000 shares of Common Stock at prices not less than $45.00 per share in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Sales Plan is effective for one-year beginning on January 1, 2012. The Company’s legal department approved the trading plan pursuant to the Company’s pre-clearance procedures. Mr. Golsen entered into the plan as part of his long-term estate and tax planning strategy.

Other

The reporting persons do not presently have any other plans or proposals required to be reported under Item 4 of this Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

  (a)

The following table sets forth as of the filing date of this Amendment No. 44 the aggregate number and percentage of the class of Common Stock of the Company owned beneficially by each reporting person:

 

September 30, September 30,

Person

     Amount(10)(11)     Percent(12)  

Jack E. Golsen

       3,624,670 (2)      15.59

Sylvia H. Golsen

       1,508,272 (3)      6.60

Barry H. Golsen

       3,041,083 (4)      13.16

Steven J. Golsen

       794,181 (5)      3.53

Linda F. Rappaport

       656,699 (6)      2.92

Golsen Family, L.L.C.(1)

       1,492,396 (7)      6.54

SBL (1)

       2,742,187 (8)      11.87

GPC (1)

       417,288 (9)      1.86


CUSIP No. 5021600-10-4   Page 12 of 19 Pages

 

(1)

The membership interests in GFLLC are owned by Jack Golsen through his revocable trust (43.516%), Sylvia Golsen through her revocable trust (43.516%), Barry Golsen (4.323%), Steven Golsen (4.323%), and Linda Rappaport (4.323%). Jack and Sylvia Golsen are the managers of GFLLC, and as a result share voting and dispositive power over the Company’s securities owned by GFLLC. SBL is wholly-owned by GFLLC (49% owner), Barry Golsen (17% owner), Steven Golsen (17% owner) and Linda Rappaport (17% owner). GPC is a wholly owned subsidiary of SBL. Jack Golsen and Barry Golsen are the managers of SBL and the directors and executive officers of GPC. Barry Golsen, Steven Golsen and Linda Rappaport are the children of Jack and Sylvia Golsen, husband and wife.

 

(2)

The amount shown with respect to Jack E. Golsen is comprised of the following shares of Common Stock:

 

  (a)

104,000 shares owned directly and by a revocable trust over which the reporting person has the sole investment and dispositive power;

 

  (b)

148,725 shares owned directly by GFLLC as described in footnote (7)(a) and (b), over which the reporting person shares investment and dispositive power with Sylvia Golsen;

 

  (c)

2,742,187 shares owned by SBL and GPC as described in footnotes (8) and (9), respectively, over which the reporting person shares investment and dispositive power with Barry Golsen;

 

  (d)

350,984 shares owned of record by separate trusts for the benefit of the grandchildren and great grandchildren of Jack Golsen, over which Jack Golsen serves as the sole trustee with voting and dispositive power over the Company’s securities held in the trusts;

 

  (e)

218,320 shares owned of record by the Barry H. Golsen 2007 Irrevocable Trust, the Steve J. Golsen 2007 Irrevocable Trust, and the Linda F. Rappaport 2007 Irrevocable Trust, over which Jack Golsen serves as the sole trustee with voting and dispositive power over the Company’s securities held in the trusts;

 

  (f)

44,578 shares owned by Linda Rappaport directly or as trustee of her revocable trust, the dispositive power and voting power of which is shared with Jack Golsen; and

 

  (g)

15,876 shares owned by Sylvia H. Golsen’s revocable trust over which Jack Golsen shares beneficial ownership. Jack Golsen has no pecuniary interest in the shares beneficially owned by Linda Rappaport

 

(3)

The amount shown with respect to Sylvia H. Golsen is comprised of the following shares of Common Stock:

 

  (a)

15,876 shares held by the reporting person’s trust of which the reporting person is settlor and trustee over which the reporting person shares investment and dispositive power with Jack Golsen; and


CUSIP No. 5021600-10-4   Page 13 of 19 Pages

 

  (b)

1,492,396 shares representing the reporting person’s percentage ownership of the shares owned directly by GFLLC and that GFLLC has the right to acquire as described in footnote (7) and the reporting person’s percentage ownership in the shares held by SBL and GPC as a result of the reporting person’s ownership in GFLLC. The amount shown does not include, and the reporting person disclaims beneficial ownership of the shares listed in footnote (2) above as beneficially owned by Jack Golsen (except the shares noted in the preceding sentence).

 

(4)

The amount shown with respect to Barry H. Golsen is comprised of the following shares of Common Stock:

 

  (a)

292,467 shares held directly;

 

  (b)

6,429 shares representing the reporting person’s percentage ownership of the shares owned directly by GFLLC and that GFLLC has the right to acquire as described in footnote (7)(a) and (b); and

 

  (c)

2,742,187 shares beneficially owned by SBL and GPC as described in footnotes (8) and (9), respectively, over which the reporting person shares investment and dispositive control with Jack Golsen.

The amount shown does not include (i) 533 shares that Barry Golsen’s wife owns, in which Barry Golsen disclaims beneficial ownership and (ii) 74,440 shares owned of record by the Barry H. Golsen 2007 Irrevocable Trust, of which Barry Golsen is the primary beneficiary, but of which Barry Golsen has no voting or dispositive control.

 

(5)

The amount shown with respect to Steven J. Golsen is comprised of the following shares of Common Stock:

 

  (a)

263,493 shares held by revocable trusts of which the reporting person is the settlor and trustee;

 

  (b)

64,516 shares representing the reporting person’s percentage ownership of the shares owned directly by GFLLC and that GFLLC has the right to acquire as described in footnote (7) and the reporting person’s percentage ownership in the shares held by SBL and GPC as a result of the reporting person’s ownership in GFLLC; and

 

  (c)

466,172 shares representing the reporting person’s percentage ownership of the shares beneficially owned by SBL and GPC as described in footnotes (8) and (9), respectively, as a result of the reporting person’s ownership in SBL.

The amount shown does not include 69,440 shares owned of record by the Steven J. Golsen 2007 Irrevocable Trust, of which Steven Golsen is the primary beneficiary, but of which Steven Golsen has no voting or dispositive control.


CUSIP No. 5021600-10-4   Page 14 of 19 Pages

 

(6)

The amount shown with respect to Linda F. Rappaport is comprised of the following shares of Common Stock:

 

  (a)

44,578 shares owned directly or through her revocable trust, the dispositive and voting power of which is shared with Jack Golsen;

 

  (b)

64,516 shares representing the reporting person’s percentage ownership of the shares owned directly by GFLLC and that GFLLC has the right to acquire as described in footnote (7) and the reporting person’s percentage ownership in the shares held by SBL and GPC as a result of the reporting person’s ownership in GFLLC;

 

  (c)

466,172 shares representing the reporting person’s percentage ownership of the shares beneficially owned by SBL and GPC as described in footnotes (8) and (9), respectively, as a result of the reporting person’s ownership in SBL; and

 

  (d)

81,433 shares that the reporting person’s spouse owns, for which the reporting person disclaims beneficial ownership.

The amount shown does not include 74,440 shares owned of record by the Linda F. Rappaport 1992 Trust, of which Linda F. Rappaport is the primary beneficiary, but of which Linda F. Rappaport has no voting or dispositive control.

 

(7)

The amount shown with respect to the Golsen Family, L.L.C. is comprised of the following shares of Common Stock:

 

  (a)

15,392 shares owned directly;

 

  (b)

133,333 shares issuable upon the conversion of 4,000 shares of the Company’s Series B Preferred owned directly; and

 

  (c)

1,343,671 shares representing GFLLC’s beneficial ownership in the shares held by SBL and GPC as a result of the GFLLC’s ownership in SBL.

The amount of such shares shown as beneficially owned by each reporting person is based on the reporting person’s proportionate ownership in GFLLC, as described in footnote (1) to this table, except Jack and Sylvia Golsen, as managers of GFLLC possessing voting and dispositive power over such shares, report beneficial ownership of all shares beneficially owned by GFLLC.

 

(8)

The amount shown with respect to SBL is comprised of the following shares of Common Stock:

 

  (a)

1,674,899 shares owned directly;

 

  (b)

250,000 shares issuable upon the conversion of 1,000,000 shares of the Company’s Series D Preferred;


CUSIP No. 5021600-10-4   Page 15 of 19 Pages

 

  (c)

400,000 shares issuable upon the conversion of 12,000 shares of the Company’s Series B Preferred; and

 

  (d)

417,288 shares beneficially owned by SBL’s wholly owned subsidiary, GPC. See, footnote (9).

The amount of such shares shown as beneficially owned by each reporting person is based on the reporting person’s proportionate ownership in SBL (whether direct ownership in SBL or indirect ownership in SBL through ownership in GFLLC), as described in footnote (1) to this table, except Jack and Barry Golsen, as the managers SBL possessing voting and dispositive power over such shares, report beneficial ownership of all such shares.

 

(9)

The amount shown with respect to GPC is comprised of the following shares of Common Stock:

 

  (a)

283,955 shares owned directly; and

 

  (b)

133,333 shares that may be acquired upon conversion of 4,000 shares of the Company’s Series B Preferred Stock.

 

(10)

Holders of the Series B Preferred are entitled to one vote per share, and holders of the Series D Preferred are entitled to .875 votes per share. Both vote together with holders of Common Stock. The amounts and percentages set forth in the table reflect only the voting power of Common Stock into which the Series B Preferred and the Series D Preferred are convertible.

 

(11)

Jack Golsen, Sylvia Golsen, Barry Golsen, Steven Golsen, and Linda Rappaport each disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other, as described in footnotes (2), (3), (4), (5), and (6), respectively, except as stated in such footnotes.

 

(12)

The percentage ownership of each reporting person is based on 22,318,223 shares of Common Stock outstanding as of February 15, 2012. Shares of Common Stock of the Company not outstanding, but which may be acquired by a reporting person during the next 60 days under options, warrants, rights or conversion privileges, are considered to be outstanding only for the purpose of computing the percentage of the class for such reporting person, but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.

 

  (b)

The following table sets forth, as of the filing date of this Amendment No. 44 for each person and entity identified under paragraph (a), above, the number of shares of Common Stock as to which the person and entity has (i) the sole power to vote or direct the voting, (ii) shared power to vote or direct the voting, (iii) the sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct the disposition:


CUSIP No. 5021600-10-4   Page 16 of 19 Pages

 

September 30, September 30,

Person or Entity

     Sole Voting
and Power  of
Disposition
    Shared Voting
and Power  of
Disposition
 

Jack E. Golsen

       673,304 (2)      2,951,366 (2) 

Sylvia H. Golsen

       None        1,508,272 (3) 

Barry H. Golsen

       292,467 (4)      2,748,616 (4) 

Steven J. Golsen

       263,493 (5)      530,688 (5) 

Linda F. Rappaport

       None (6)      656,699 (6) 

Golsen Family, L.L.C.(1)

       None        1,492,396 (7) 

SBL(1)

       None        2,742,187 (8) 

GPC(1)

       None        417,288 (9) 

 

(1)

See footnote (1) under paragraph (a) of this Item 5.

 

(2)

See footnote (2) under paragraph (a) of this Item 5.

 

(3)

See footnote (3) under paragraph (a) of this Item 5

 

(4)

See footnote (4) under paragraph (a) of this Item 5.

 

(5)

See footnote (5) under paragraph (a) of this Item 5.

 

(6)

See footnote (6) under paragraph (a) of this Item 5.

 

(7)

See footnote (7) under paragraph (a) of this Item 5.

 

(8)

See footnote (8) under paragraph (a) of this Item 5.

 

(9)

See footnote (9) under paragraph (a) of this Item 5.

 

  (c)

As reported in the Form 4 filed on October 4, 2011, by GFLLC, on September 30, 2011, GFLLC distributed a total of 337,234 shares of the Common Stock on a pro-rata basis, for no consideration, to its members. On November 2, 2011, Jack E. Golsen and Sylvia J. Golsen each made a bona-fide gift of 9,868 to each of nine trusts for the benefit of their grandchildren and great-grandchildren for a total gift of 177,624 shares of Common Stock. Jack E. Golsen is the trustee of each such trust and possesses the voting and dispositive power over the securities held in each of the trusts. On December 12, 2012, Sylvia J. Golsen made a bona fide gift to Jack E. Golsen of 42,062 shares of Common Stock. The foregoing gifts were reported on the Form 5, filed jointly by Jack and Sylvia Golsen on February 14, 2012.


CUSIP No. 5021600-10-4   Page 17 of 19 Pages

 

  (d)

Not applicable.

 

  (e)

Not applicable.

 

Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is unchanged, except as follows.

Termination of Security Agreement.

On May 18, 2011, the Security Agreement, dated November 11, 2008, executed by SBL in favor of The Bank of the West (“BOW”) was terminated upon the payment by SBL of all amounts owing under the Promissory Note, dated November 7, 2008 in the original principal amount of approximately $2.5 million, executed by SBL in favor of BOW. As a result, BOW has released its security interest in the 825,397 shares of Common Stock covered by the Security Agreement.

Rule 10b5-1 Sales Plan.

See Item 4 of this Amendment 44 for a description of the Rule 10b5-1 Sales Plan, adopted by Jack E. Golsen.

Shareholder Agreements.

Effective February 17, 2012, each of the following agreements were terminated by the parties thereto: the Shareholder’s Agreement, effective December 1, 1995, between Sylvia Golsen and SBL Corporation; the Shareholder’s Agreement, effective December 1, 1995, among Barry H. Golsen, Sylvia Golsen and SBL Corporation; the Shareholder’s Agreement, effective December 1, 1995, among Steven J. Golsen, Sylvia Golsen and SBL Corporation; and the Shareholder’s Agreement, effective December 1, 1995, among Linda F. Rappaport, Sylvia Golsen and SBL Corporation.

 

Item 7. Materials to be Filed as Exhibits.

 

24.1    Powers of Attorney executed by Barry H. Golsen, Steven J. Golsen, and Sylvia H. Golsen are filed as Exhibit 24.1 to Amendment No. 33 to this Schedule 13D and are incorporated herein by reference.
24.2    Power of Attorney, dated December 29, 2008, executed by Linda F. Rappaport is filed as Exhibit 24.2 to Amendment No. 38 and is incorporated herein by reference.
99.1    Joint Filing Statement, dated September 19, 2007, is filed as Exhibit 99.1 to Amendment No. 34 and is incorporated herein by reference.
99.2    Joint Filing Statement, dated December 29, 2008, executed by Linda F. Rappaport is filed as Exhibit 99.2 to Amendment No. 38 and is incorporated herein by reference.


CUSIP No. 5021600-10-4   Page 18 of 19 Pages

 

99.3    Issuer’s Proxy Statement dated July 14, 1986, setting forth the terms of the Company’s Series B 12% Cumulative Convertible Preferred Stock is filed as Exhibit 1 to Amendment No. 1 to the Schedule 13D and is incorporated herein by reference.
99.4    Stacy L. Rappaport 2007 Irrevocable Trust Agreement, dated January 15, 2007, is filed as Exhibit No. 99.4 to Amendment No. 34 and is incorporated herein by reference. The Joshua B. Golsen 2007 Irrevocable Trust Agreement, Adam Z. Golsen 2007 Irrevocable Trust Agreement, Amy G. Rappaport 2007 Irrevocable Trust Agreement, Lori R. Rappaport 2007 Irrevocable Trust Agreement, Michelle L. Golsen 2007 Irrevocable Trust Agreement, and Preston Ayden Mattingly 2007 Irrevocable Trust Agreement, each dated January 15, 2007, are substantially similar to the Stacy L. Rappaport 2007 Irrevocable Trust Agreement, except each trust is named for primary beneficiary of such trust, and copies of the same will be supplied to the Commission upon request.
99.5    Barry H. Golsen 2007 Irrevocable Trust Agreement, dated January 15, 2007, is filed as Exhibit 99.5 to Amendment No. 34 and is incorporated herein by reference. The Steven J. Golsen 2007 Irrevocable Trust Agreement and Linda F. Rappaport 2007 Irrevocable Trust Agreement, each dated January 15, 2007, are substantially similar to the Barry H. Golsen 2007 Irrevocable Trust Agreement, except each trust is named for primary beneficiary of such trust, and copies of the same will be supplied to the Commission upon request.
99.6    Amy G. Rappaport 2011 GSTT Exempt Trust Agreement, dated June 10, 2011. The Joshua B. Golsen 2011 GSTT Exempt Trust Agreement, Adam Z. Golsen 2011 GSTT Exempt Trust Agreement, Stacy L. Rappaport 2011 GSTT Exempt Trust Agreement, Lori R. Rappaport 2011 GSTT Exempt Trust Agreement, Michelle L. Golsen 2011 GSTT Exempt Trust Agreement, Preston A Mattingly 2011 GSTT Exempt Trust Agreement, Michael P. Mattingly 2011 GSTT Trust Agreement, and the Cameron E. Davenport 2011 GSTT Exempt Trust Agreement, each dated June 10, 2011, are substantially similar to the Amy G. Rappaport 2011 GSTT Exempt Trust Agreement, except each trust is named for primary beneficiary of such trust, and copies of the same will be supplied to the Commission upon request.
99.7    Rule 10b5-1 Sales Plan, dated November 30, 2011, between Jack E. Golsen 1992 Trust and Morgan Stanley-Smith Barney, LLC.


CUSIP No. 5021600-10-4   Page 19 of 19 Pages

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.

DATED: February 17, 2012

 

/s/ Jack E. Golsen*

JACK E. GOLSEN

/s/ Jack E. Golsen*

SYLVIA H. GOLSEN

/s/ Jack E. Golsen*

BARRY H. GOLSEN

/s/ Jack E. Golsen*

STEVEN J. GOLSEN

/s/ Jack E. Golsen*

LINDA F. RAPPAPORT

*Executed by Jack E. Golsen pursuant to Power of Attorney

GOLSEN FAMILY, L.L.C.

By:  

/s/ Jack E. Golsen

 

Jack E. Golsen, Manager

SBL, L.L.C.

By:  

/s/ Jack E. Golsen

 

Jack E. Golsen, Manager

GOLSEN PETROLEUM CORPORATION

By:  

/s/ Jack E. Golsen

 

Jack E. Golsen, President