LSB INDUSTRIES, INC. — Major Shareholding Notification 2001

Nov 27, 2001

SC 13D/A 1 amend27.htm AMENDMENT NO. 27 TO SCHEDULE 13D Amendment No. 27 to the Golsen Schedule 13D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 27) 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)

November 8, 2001 (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 which is the subject of his Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]

Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) of such class. See Rule 13d-7.)

Note: Six (6) copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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).

CUSIP NO. 5021600-10-4 (1) Names of Reporting Persons, Jack E. Golsen S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- Not applicable tions)

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organi- USA zation

(7) Sole Voting Power 374,452 Number of Shares (8) Shared Voting Power 3,221,014 Beneficially Owned by Each (9) Sole Dispositive 374,452 Reporting Person Power With: (10) Shared Dispositive 3,221,014 Power

(11) Aggregate Amount Beneficially 3,595,466 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 27.68% by Amount in Row (11)

(14) Type of Reporting Person (See IN Instructions)

Page 2 of 22 Pages

CUSIP NO. 5021600-10-4 (1) Names of Reporting Persons, Sylvia H. Golsen S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- Not applicable tions)

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organi- USA zation

(7) Sole Voting Power - Number of Shares (8) Shared Voting Power 3,221,014 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 3,221,014 Power

(11) Aggregate Amount Beneficially 3,221,014 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 25.27% by Amount in Row (11)

(14) Type of Reporting Person (See IN Instructions)

Page 3 of 22 Pages

CUSIP NO. 5021600-10-4 (1) Names of Reporting Persons, SBL Corporation S.S. or I.R.S. Identification 73-1477865 Nos. of Above Persons

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- SC, BK, AF tions)

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organi- Oklahoma zation

(7) Sole Voting Power - Number of Shares (8) Shared Voting Power 2,219,309 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 2,219,309 Power

(11) Aggregate Amount Beneficially 2,219,309 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 17.41% by Amount in Row (11)

(14) Type of Reporting Person (See CO Instructions)

Page 4 of 22 Pages

CUSIP NO. 5021600-10-4

(1) Names of Reporting Persons, Golsen Petroleum S.S. or I.R.S. Identification Corporation Nos. of Above Persons 73-079-8005

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- Not applicable tions)

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organi- Oklahoma zation

(7) Sole Voting Power - Number of Shares (8) Shared Voting Power 193,933 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 193,933 Power

(11) Aggregate Amount Beneficially 193,933 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 1.61% by Amount in Row (11)

(14) Type of Reporting Person (See CO Instructions)

Page 5 of 22 Pages

CUSIP NO. 5021600-10-4

(1) Names of Reporting Persons, Barry H. Golsen S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- Not applicable tions)

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) (6) Citizenship or Place of Organi- USA zation

(7) Sole Voting Power 308,616

Number of Shares (8) Shared Voting Power 2,441,769 Beneficially Owned by Each (9) Sole Dispositive 308,616 Reporting Person Power With: (10) Shared Dispositive 2,441,769 Power (11) Aggregate Amount Beneficially 2,750,385 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 21.47% by Amount in Row (11)

(14) Type of Reporting Person (See IN Instructions)

Page 6 of 22 Pages

CUSIP NO. 5021600-10-4

(1) Names of Reporting Persons, Steven J. Golsen S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- Not Applicable tions

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organi- USA zation

(7) Sole Voting Power 246,987 Number of Shares (8) Shared Voting Power 2,298,217 Beneficially Owned by Each (9) Sole Dispositive 246,987 Reporting Person Power With: (10) Shared Dispositive 2,298,217 Power

(11) Aggregate Amount Beneficially 2,545,204 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 19.91% by Amount in Row (11)

(14) Type of Reporting Person (See IN Instructions)

Page 7 of 22 Pages

CUSIP NO. 5021600-10-4

(1) Names of Reporting Persons, Linda Golsen Rappaport S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons

(2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions)

(3) SEC Use Only

(4) Source of Funds (See Instruc- Not applicable tions)

(5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organi- USA zation

(7) Sole Voting Power 82,552

Number of Shares (8) Shared Voting Power 2,441,769 Beneficially Owned by Each (9) Sole Dispositive 82,552 Reporting Person Power With: (10) Shared Dispositive 2,441,769 Power

(11) Aggregate Amount Beneficially 2,524,321 Owned by Each Reporting Person

(12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions)

(13) Percent of Class Represented 19.80% by Amount in Row (11)

(14) Type of Reporting Person (See IN Instructions)

Page 8 of 22 Pages

CUSIP NO. 5021600-10-4

This statement constitutes Amendment No. 27 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 group consisting of Jack E. Golsen, Sylvia H. Golsen, SBL Corporation ("SBL"), Golsen Petroleum Corporation ("GPC"), a wholly owned subsidiary of SBL, Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport.

This Amendment No. 27 is being filed as a result of a change in the facts contained in the Schedule 13D. The change is due to the acquisition by SBL of 1,000,000 shares of the Company's Series D 6% Cumulative, Convertible Class C Preferred Stock ("Series D Preferred") on November 8, 2001, which resulted in an increase in SBL's beneficial ownership of Common Stock by more than 1% of the outstanding Common Stock. In addition to the foregoing, reference is made to Item 5(c) of this Amendment No. 27 for discussion of certain other transactions in the Company's Common Stock that were effected by certain reporting persons during the past 60 days from the filing date of this Amendment No. 27.

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, except parts 5(b) and (c) relating to Steven J. Golsen are amended to read as follows:

(b) Business Address: 7300 S.W. 44 th Street Oklahoma City, OK 73179

(c) The principal occupation or employment of Steven J. Golsen is Chief Executive Officer and Co-Chairman of a subsidiary of the Company having the address set forth above.

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

On October 17, 1997, Prime Financial Corporation ("Prime"), a subsidiary of the Company, borrowed from SBL the principal amount of $3,000,000 (the "Prime Loan") on an unsecured basis and payable on demand. The purpose of the loan was to assist the Company

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CUSIP NO. 5021600-10-4

by providing additional liquidity. As of October 15, 2001, the unpaid principal balance on the Prime Loan was $1,350,000.

In order to make the Prime Loan to Prime, SBL and certain of its affiliates borrowed the $3,000,000 from a bank (collectively, "SBL Borrowings"), and as part of the collateral pledged by SBL to the bank in connection with such loan, SBL pledged, among other things, its note from Prime. Effective April 21, 2000, Prime guaranteed on a limited basis the obligations of SBL and its affiliates relating to the unpaid principal amount due to the bank in connection with the SBL Borrowings, and, in order to secure its obligations under the guarantees, it pledged to the bank 1,973,461 shares of the Company's Common Stock that it holds as treasury stock.

On October 18, 2001, the Company and Prime entered into an agreement (the "Agreement") to take in payment of $1,000,000 of the unpaid balance of the debt under the Prime Loan, 1,000,000 shares of Series D Preferred, with each share of Series D Preferred having, among other things,.875 votes and voting as a class with the Common Stock, a liquidation preference of $1.00 per share, cumulative dividends at the rate of 6%, and convertibility into Common Stock on the basis of four shares of Series D Preferred into one share of Common Stock. The rate of conversion is subject to increase or decrease pursuant to the antidilution provisions set forth in the Certificate of Designations of the Series D Preferred. In connection with the Agreement, the Company's limited guaranty to the bank has been reduced to $350,000, and the number of shares of Company Common Stock pledged by Prime to the lender to secure its guaranty has been reduced to 973,450 shares.

Item 4. Purpose of Transaction .

The purpose of the transaction giving rise to the filing of this Amendment No. 27 is described under Item 3 above. The reporting persons do not presently have any plans or proposals required to be reported under Item 4 of this Schedule 13D.

Page 10 of 22 Pages

CUSIP NO. 5021600-10-4

Item 5. Interest in Securities of the Issuer .

(a) The following table sets forth as of the filing date of this Amendment 27, the aggregate number and percentage of the class of Common Stock of the Company identified pursuant to Item 1 beneficially owned by each person named in Item 2:

Person Amount Percent (10)

Jack E. Golsen 3,595,466(1)(2)(6)(9) 27.68%

Sylvia H. Golsen 3,221,014(1)(6)(7) 25.27%

SBL 2,219,309(1)(9) 17.41%

GPC 193,933(8)(9) 1.61%

Barry H. Golsen 2,750,385(1)(3)(6) 21.47%

Steven J. Golsen 2,545,204(1)(4)(6) 19.91%

Linda Golsen Rappaport 2,524,321(1)(5)(6) 19.80%

---

(1) The amount shown includes (i) 1,336,199 shares held directly by SBL; (ii) 250,000 shares that SBL has the right to acquire upon the conversion of 1,000,000 shares of the Company's Series D Preferred owned of record by SBL; (iii) 400,000 shares that SBL has the right to acquire upon the conversion of 12,000 shares of the Company's Series B Preferred owned of record by SBL; (iv) 39,177 shares that SBL has the right to acquire upon the conversion of 9,050 shares of Class C, Series 2 Preferred Stock owned of record by SBL; and (v) 193,933 shares beneficially owned by SBL's wholly owned subsidiary, GPC, which includes 133,333 shares that GPC has the right to acquire upon conversion of 4,000 shares of Series B Preferred owned of record by GPC. The relationship between Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen, Linda Golsen Rappaport, SBL, and GPC is described in more detail in paragraph (b) of this Item 5.

(2) The amount shown includes (i) 40,000 shares held directly by Jack E. Golsen; (ii) 69,029 shares held indirectly by the Jack E. Golsen 1992 Revocable Trust; (iii) 4,000 shares that Jack E. Golsen has the right to acquire upon conversion of a promissory

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CUSIP NO. 5021600-10-4

note; (iv) 133,333 shares that J. Golsen has the right to acquire upon the conversion of 4,000 shares of the Series B Preferred Stock owned of record by the Jack E. Golsen 1992 Revocable Trust; (v) 35,400 shares that Jack E. Golsen may acquire upon the exercise of Company incentive stock options; (vi) 70,600 shares that Jack E. Golsen may acquire upon the exercise of Company nonqualified stock options; (vii) 1,001,705 shares owned of record by Sylvia H. Golsen, wife of Jack E. Golsen; (viii) 10,000 shares owned of record by the MG Trust, of which Jack E. Golsen is the sole trustee with voting and dispositive power over the securities held by such trust; and (ix) 12,090 shares indirectly held by an estate of which Jack E. Golsen is executor and a beneficiary.

(3) The amount shown does not include (i) 533 shares that Barry Golsen's wife owns, in which Barry Golsen disclaims beneficial ownership, and (ii) 79,840 shares owned of record by the Barry H. Golsen 1992 Trust, of which Barry H. Golsen is the primary beneficiary, but of which Barry H. Golsen has no voting or dispositive control. Such amount does include (a) 246,616 shares held directly by Barry H. Golsen; (b) 41,954 shares owned of record by the Amy G. Rappaport Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; (c) 36,954 shares owned of record by the Joshua B. Golsen Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; (d) 35,888 shares owned of record by each of the Adam Z. Golsen Trust No. J-1, Stacy L. Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; (e) 40,000 shares which Barry H. Golsen may acquire upon exercise of Company incentive stock options; and (f) 22,000 shares which Barry H. Golsen may acquire upon exercise of a nonqualified stock option.

(4) The amount shown does not include 74,840 shares owned of record by the Steven J. Golsen 1992 Trust, of which Steven J. Golsen is the primary beneficiary, but of which Steven J. Golsen has no voting or dispositive control. Such amount does include (i) 206,987 shares held directly by Steven J. Golsen; (ii) 41,954 shares owned of record by the Amy G. Rappaport Trust No. J-1, of which Steven J. Golsen is a Co-Trustee; (iii) 36,954 shares owned of record by the Joshua B. Golsen Trust No. J-1, of which Steven J. Golsen is a Co-Trustee; (iv) 26,000 shares which Steven J. Golsen may acquire upon exercise of Company incentive stock options; and

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CUSIP NO. 5021600-10-4

(v) 14,000 shares which Steven J. Golsen may acquire upon exercise of nonqualified stock options.

(5) The amount shown does not include 124,350 shares that Mrs. Rappaport's husband owns and 185,000 shares which Mrs. Rappaport's husband may acquire upon exercise of nonqualified stock options of the Company, for which Mrs. Rappaport disclaims beneficial ownership. The amount shown does not include 79,840 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. Such amount does include (i) 82,552 shares held directly by Linda F. Rappaport; (ii) 41,954 shares owned of record by the Amy G. Rappaport Trust No. J-1, of which Linda F. Rappaport is a Co-Trustee; (iii) 36,954 shares owned of record by the Joshua B. Golsen Trust No. J-1, of which Linda F. Rappaport is a Co-Trustee; and (iv) 35,888 shares owned of record by each of the Adam Z. Golsen Trust No. J-1, of Stacy L. Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1 of which Linda F. Rappaport is a Co-Trustee.

(6) Jack E. Golsen and Sylvia H. Golsen each disclaims beneficial ownership of (i) the shares of Common Stock owned of record by Barry H. Golsen, the shares that Barry H. Golsen has the right to acquire under the Company's incentive stock options, and the shares considered beneficially owned by Barry H. Golsen as a result of his position as trustee of certain trusts; (ii) the shares owned of record by Steven J. Golsen, the shares that Steven J. Golsen has the right to acquire under the Company's incentive stock options, and the shares considered beneficially owned by Steven J. Golsen as a result of his position as trustee of certain trusts; and (iii) the shares owned of record by Linda Golsen Rappaport, and the shares considered beneficially owned by Linda Golsen Rappaport as a result of her position as a trustee of certain trusts. Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport disclaim beneficial ownership of the shares beneficially owned by Jack E. Golsen and Sylvia H. Golsen, except for shares beneficially owned by SBL and GPC.

(7) The amount shown does not include, and Sylvia H. Golsen disclaims beneficial ownership of the shares of Common Stock listed in footnote (2) above as beneficially owned by Jack E. Golsen,

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except such amount does not include the 1,001,705 shares held directly by Sylvia H. Golsen.

(8) The amount shown includes 60,600 shares held directly by GPC and 133,333 shares that GPC has the right to acquire upon conversion of 4,000 shares of the Company's Series B Preferred Stock owned of record by GPC. The relationship between Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen, Linda Golsen Rappaport, SBL, and GPC is described in more detail in paragraph (b) of this Item 5.

(9) 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.

(10) The percentage ownership of each reporting person is based on 11,924,203 shares of Common Stock outstanding, as reported in the Company's Form 10-Q for the quarter ended September 30, 2001. 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 the filing date of this Amendment 27 for each person and entity identified under paragraph (a), the number of shares of Common Stock as to which the person and entity has (1) the sole power to vote or direct the voting, (2) shared power to vote or direct the voting, (3) the sole power to dispose or to direct the disposition, or (4) shared power to dispose or to direct the disposition:

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Sole Voting Shared Voting and Power of and Power of Person or Entity Disposition Disposition

Jack E. Golsen 374,452(1)(5)(12) 3,221,014(2)(3)(13)

Sylvia H. Golsen None 3,221,014(2)(11)

SBL None 2,219,309(2)(12)

GPC None 193,933(4)(12)

Barry H. Golsen 308,616(6) 2,441,769(2)(7)

Steven J. Golsen 246,987(8) 2,298,217(2)(9)

Linda Golsen Rappaport 82,552 2,441,769(2)(10)

---

(1) The amount shown includes (a) 109,029 shares of Common Stock held directly by Jack E. Golsen; (b) 4,000 shares of Common Stock that Jack E. Golsen has the right to acquire upon conversion of a promissory note; (c) 133,333 shares of Common Stock that J. Golsen has the right to acquire upon the conversion of 4,000 shares of the Series B Preferred Stock owned of record by him; (d) 35,400 shares that J. Golsen has the right to acquire under the Company's incentive stock options; (e) 70,600 shares that Jack E. Golsen may acquire upon the exercise of nonqualified stock options; (f) 10,000 shares held of record by the MG Trust, of which Jack E. Golsen is the sole trustee who possesses voting and dispositive power over the securities held by such trust; and (g) 12,090 shares held by an estate of which Jack E. Golsen is executor and a beneficiary.

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

(3) The amount shown includes 1,001,705 shares of Common Stock owned of record by Sylvia H. Golsen, the wife of Jack E. Golsen.

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

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

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(6) The amount shown includes (a) 246,616 shares of Common Stock held directly by Barry H. Golsen; (b) 40,000 shares of Common Stock which Barry H. Golsen may acquire upon exercise of incentive stock options of the Company; and (c) 22,000 shares which Barry H. Golsen may acquire upon exercise of incentive stock options of the Company.

(7) The amount shown does not include 79,840 shares of Common Stock owned of record by the Barry H. Golsen 1992 Trust, of which Barry H. Golsen has no voting or dispositive power and 533 shares of Common Stock that Barry Golsen's wife owns in which Barry Golsen disclaims beneficial ownership. Such amount does include (a) 41,954 shares of Common Stock owned of record by the Amy G. Rappaport Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; (b) 36,954 shares of Common Stock owned of record by the Joshua B. Golsen Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; and (c) 35,888 shares of Common Stock owned of record by each of the Adam Z. Golsen Trust No. J-1, Stacy L. Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1, of which Barry H. Golsen is a Co-Trustee.

(8) The amount shown includes (a) 206,987 shares of Common Stock held directly by Steven J. Golsen; (b) 26,000 shares which Steven J. Golsen may acquire upon exercise of incentive stock options of the Company; and (c) 14,000 shares which Steven J. Golsen may acquire upon exercise of nonqualified stock options of the Company.

(9) The amount shown does not include 74,840 shares of Common Stock owned of record by the Steven J. Golsen 1992 Trust, of which Steven J. Golsen has no voting or dispositive power. Such amount includes (a) 41,954 shares of Common Stock owned of record by the Amy G. Rappaport Trust No. J-1, of which Steven J. Golsen is a Co-Trustee; and (b) 36,954 shares of Common Stock owned of record by the Joshua B. Golsen Trust No. J-1, of which Steven J. Golsen is a Co-Trustee.

(10) The amount shown does not include 124,350 shares that Mrs. Rappaport's husband owns and 185,000 shares which Mrs. Rappaport's husband may acquire upon exercise of nonqualified stock options of the Company, for which Mrs. Rappaport disclaims beneficial ownership. The amount shown does not include 79,840 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

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control. Such amount does include (i) 41,954 shares owned of record by the Amy G. Rappaport Trust No. J-1, of which Linda F. Rappaport is a Co-Trustee; (ii) 36,954 shares owned of record by the Joshua B. Golsen Trust No. J-1, of which Linda F. Rappaport is a Co-Trustee; and (iii) 35,888 shares owned of record by each of the Adam Z. Golsen Trust No. J-1, of Stacy L. Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1 of which Linda F. Rappaport is a Co-Trustee.

(11) See footnotes (6) and (7) under paragraph (a) of this Item 5.

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

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

SBL is wholly owned by Sylvia H. Golsen (40% owner), Barry H. Golsen (20% owner), Steven J. Golsen (20% owner) and Linda Golsen Rappaport (20% owner). GPC is a wholly owned subsidiary of SBL. The directors and executive officers of SBL and GPC are Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen and Linda Golsen

Rappaport. Barry H. Golsen, Steven J. Golsen and Linda Golsen Rappaport are the children of Jack E. and Sylvia H. Golsen, husband and wife.

(c) During the past 60 days from the filing date of this report, the following transactions were effected in the Common Stock by a reporting person named in response to paragraph (a) of this Item 5. Sylvia H. Golsen made bona fide charitable gifts of the Company's Common Stock in the following amounts: (i) a gift of 10,000 shares on October 19, 2001 at a price of $2.85 per share; (ii) a gift of 20,000 shares on October 25, 2001 at a price of $2.98 per share; and (iii) a gift of 6,000 shares on November 1, 2001 at a price of $2.99 per share.

(d) See Item 6 below.

(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. Effective October 18, 2001, Prime pledged 973,450 shares of Common Stock, along with proceeds of such shares, to Stillwater National Bank, Stillwater, Oklahoma (the "Stillwater Bank") to secure repayment of the loan made by Stillwater Bank on October 16, 2001

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to SBL Corporation. In addition to standard default and similar provisions contained in the Security Agreement, Stillwater Bank retains the right to all dividends paid in connection with the collateral. See Item 3 for a discussion of the purpose of such pledge.

Effective December 5, 2000, Sylvia H. Golsen pledged 370,000 shares of Common Stock, along with proceeds of such shares, to Bank of the West, Clinton, Oklahoma (the "Bank of the West") to secure repayment of the loan made by Bank of the West on December 5, 2000. In addition to standard default and similar provisions contained in the Security Agreement, Bank of the West retains the right to all dividends paid in connection with the collateral.

Item 7. Materials to be Filed as Exhibits .

24.1 Powers of Attorney executed by Barry H. Golsen, Steven J. Golsen, and Linda Golsen Rappaport are filed as Exhibit 6 to Amendment No. 3 to the Schedule 13D and are incorporated herein by reference.

99.1 Agreement of the reporting persons as to joint filing of this Schedule 13D, is filed as Exhibit 7 to Amendment No. 3 to the Schedule No. 13D and is incorporated herein by reference.

99.2 Convertible Note between the Company and Jack E. Golsen filed as Exhibit (a) to the original Schedule 13D and is incorporated herein by reference.

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 Trust No. J-1, is filed as Exhibit 14 to Amendment No. 13 to the Schedule 13D and is incorporated herein by reference. The Joshua B. Golsen Trust No. J-1, Adam Z. Golsen Trust No. J-1, Amy G. Rappaport Trust No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust No. J-1 are substantially similar to the Stacy L. Rappaport Trust No. J-1, except for the names of the trustees, and copies of the same will be supplied to the Commission upon request.

99.5 Barry H. Golsen 1992 Trust is filed as Exhibit 15 to Amendment No. 16 to the Schedule 13D and is incorporated herein by reference. The Steven J. Golsen 1992 Trust and Linda F. Rappaport 1992 Trust are substantially similar to the Barry H. Golsen 1992 Trust, and copies of the same will be supplied to the Commission upon request.

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99.6 Agreement of Sylvia H. Golsen as to joint filing of this Schedule 13D is filed as Exhibit 15 to Amendment No. 18 and is incorporated herein by reference.

99.7 Agreement of SBL Corporation as to the joint filing of this Schedule 13D is filed as Exhibit 19 to Amendment No. 23, and is incorporated herein by reference.

99.8 Shareholder's Agreement, effective December 1, 1995, between Sylvia Golsen and SBL Corporation is filed as Exhibit 22 to Amendment No. 24 and is incorporated herein by reference.

99.9 Shareholder's Agreement, effective December 1, 1995, among Jack E. Golsen, Sylvia Golsen and SBL Corporation is filed as Exhibit 23 to Amendment No. 24 and is incorporated herein by reference.

99.10 Shareholder's Agreement, effective December 1, 1995, among Barry H. Golsen, Sylvia Golsen and SBL Corporation. The Shareholder's Agreement is substantially similar to the Shareholder's Agreement filed as Exhibit 23 to Amendment No. 24, and a copy of the same will be supplied to the Commission upon request.

99.11 Shareholder's Agreement, effective December 1, 1995, among Steven J. Golsen, Sylvia Golsen and SBL Corporation. The Shareholder's Agreement is substantially similar to the Shareholder's Agreement filed as Exhibit 23 to Amendment No. 24, and a copy of the same will be supplied to the Commission upon request.

99.12 Shareholder's Agreement, effective December 1, 1995, among Linda F. Rappaport, Sylvia Golsen and SBL Corporation. The Shareholder's Agreement is substantially similar to the Shareholder's Agreement filed as Exhibit 23 to Amendment No. 24, and a copy of the same will be supplied to the Commission upon request.

99.13 Security Agreement, dated October 16, 1997, between Stillwater National Bank ("SNB") and Sylvia H. Golsen is attached as Exhibit 22 to Amendment No. 25 and is incorporated herein by reference. The Security Agreements, all of which are dated October 16, 1997, between SNB and each of SBL Corporation; Sylvia H. Golsen, Trustee of the Sylvia H. Golsen 1992 Trust; Heidi Brown Shear, Trustee of the Linda F. Rappaport 1992 Trust; Heidi Brown Shear, Trustee of the Steven J. Golsen 1992 Trust; Heidi Brown Shear, Trustee of the Barry H. Golsen 1992 Trust, Barry H. Golsen and Linda F. Rappaport, Trustees of the Michelle L. Golsen J-1 Trust; Barry H. Golsen and Steven J. Golsen, Trustees of the Amy G. Rappaport J-1 Trust; Barry H. Golsen and Steven J. Golsen, Trustees of the Joshua B. Golsen J-1 Trust; Barry H. Golsen and Linda F. Rappaport, Trustees of the Stacy L. Rappaport J-1 Trust; Barry H. Golsen and Linda F. Rappaport, Trustees of the Lori R. Rappaport J-1 Trust; and Barry H. Golsen and Linda F. Rappaport, Trustees of the Adam Z. Golsen J-1 Trust are substantially similar to the foregoing Security Agreement, and copies of the same will be supplied to the Commission upon request.

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99.14 Security Agreement, dated June 16, 1998, between The Bank of Union and Jack E. Golsen is attached as Exhibit 24 to Amendment No. 25 and is incorporated herein by reference. The (a) Security Agreement, dated June 16, 1998, between Bank of Union and Sylvia H. Golsen, (b) Security Agreement, dated February 5, 1999, between Bank of Union and Sylvia H. Golsen, Trustee of the Sylvia H. Golsen 1992 Trust dated 01-08-93, and (c) Security Agreement, dated December 9, 1997, between Bank of Union and each of Golsen Petroleum Corporation and Jack E. Golsen are substantially similar to the Security Agreement filed as Exhibit 24 to Amendment No. 25, except as to the number of shares subject to each such Security Agreement, and a copy of the same will be supplied to the Commission upon request.

99.15 Guaranty Agreement, dated October 16, 1997, between SNB and Jack E. Golsen is attached as Exhibit 25 to Amendment No. 25 and is incorporated herein by reference. The Guaranty Agreements between SNB and each of SBL Corporation, Sylvia H. Golsen, Barry H. Golsen (and his wife), Steven J. Golsen, and Linda F. Rappaport (and her husband, Claude Rappaport) are substantially similar to the Guaranty Agreement filed as Exhibit 25 to Amendment No. 25, and a copy of the same will be supplied to the Commission upon request.

99.16 Security Agreement, dated July 28, 1999, between The Bank of Union and Golsen Petroleum Corporation. The Security Agreement, dated July 28, 1999, between Bank of Union and SBL Corporation is substantially similar to the Security Agreement filed as Exhibit 19 to this Amendment No. 26, except as to the number of shares subject to such Security Agreement, and a copy of the same will be supplied to the Commission upon request.

99.17 Agreement, dated October 18, 2001, between the Company, Prime Financial Corporation, and SBL Corporation.

99.18 Certificate of Designations of LSB Industries, Inc., filed with the Delaware Secretary of State on November 15, 2001, designating the terms of the Company's Series D 6% Cumulative, Convertible Class C Preferred Stock.

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99.19 Promissory Note, dated October 18, 2001, by Prime Financial Corporation in favor of SBL Corporation.

99.20 Amended Limited Guaranty, dated October 18, 2001, superseding the Limited Guaranty dated March 5, 1998.

99.21 Specimen Series D Preferred stock certificate.

99.22 Amended and Restated Guaranty Agreement, dated effective November 8, 2001, by Prime Financial Corporation in favor of Stillwater National Bank and Trust Company, N.A.

99.23 Security Agreement, dated effective November 8, 2001, between SBL Corporation and Stillwater National Bank and Trust Company, N.A.

99.24 Security Agreement, dated December 5, 2000, between Sylvia H. Golsen and Bank of the West.

99.25 Commercial Pledge Agreement, dated February 2, 2001, among SBL Corporation, Jack E. Golsen, Sylvia H. Golsen, and BancFirst. A substantially similar Commercial Pledge Agreement, dated February 2, 2001, was entered among Jack E. Golsen, Sylvia H. Golsen, and BancFirst, and will be supplied to the Commission upon request.

99.26 Commercial Security Agreement, dated August 27, 2001, between Jack E. Golsen and The Bank of Union.

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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: November 27, 2001.

/s/ Jack E. Golsen Jack E. Golsen

GOLSEN PETROLEUM CORPORATION

B y: /s/ Jack E. Golsen Jack E. Golsen, President

/s/ Jack E. Golsen * Barry H. Golsen

/s/ Jack E. Golsen * Steven J. Golsen

/s/ Jack E. Golsen * Linda Golsen Rappaport

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

/s/ Sylvia H. Golsen S ylvia H. Golsen

SBL CORPORATION

By: /s/ Jack E. Golsen Jack E. Golsen, President

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