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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  FORM 10-K x
    
    Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934For the fiscal year ended December 31, 2003o
    
    Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 Commission File Number 000-32955 LSB CORPORATION  Massachusetts
    
    04-3557612(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)30 Massachusetts Avenue, North Andover, MA
    
    01845(Address of principal executive offices)
    
    (Zip Code)
 (978) 725-7500
(Registrants telephone number, including area code)    Securities Registered Pursuant to Section 12(b) of the Act: Titles of each Class
    
    Name of each Exchange on which registeredNone
    
    None
 Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, par value $.10 per share(Title of Class)
 
(a) Preferred Stock Purchased Rights(Title of Class)
 Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes x    No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K    x Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)    Yes o    No x State the aggregate market value of the voting common equity stock held by
non-affiliates* of the registrant based on the closing sale price of $16.48 per share as of June 30, 2003 Approximately $68,251,426 Indicate the number of shares outstanding of each of the registrants classes
of common stock, as of the latest practicable date. Class
    
    Outstanding as of March 22, 2004Common Stock, par value $.10 per share
    
    4,293,142 shares
 Documents Incorporated by Reference. Portions of the LSB Corporation (the
Company) Annual Report to Stockholders for the fiscal year ended December 31,
2003 (the Annual Report), attached hereto as Exhibit (13) and the Companys
Proxy Statement for the 2004 Annual Meeting (the Proxy Statement), attached
hereto as Exhibit (20), are incorporated by reference into Parts I, II, and III
of this Form 10-K. An index to the exhibits attached to this Form 10-K can be
found on page 11 of this Form 10-K. *
    
    For purposes of this calculation only, the common stock of LSB
Corporation held by directors and executive officers of LSB Corporation
has been treated as owned by affiliates.




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TABLE OF CONTENTS  
 Page#Part IItem 1.
    
    Business
    
    
    3Item 2.
    
    Properties
    
    
    4Item 3.
    
    Legal Proceedings
    
    
    4Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    5Part IIItem 5.
    
    Market for the Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    5Item 6.
    
    Selected Financial Data
    
    
    5Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    5Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    5Item 8.
    
    Financial Statements and Supplementary Data
    
    
    5Item 9.
    
    Changes in and Disagreements with Accountant on Accounting
and Financial Disclosures
    
    
    5Item 9A.
    
    Controls and Procedures
    
    
    6Part IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    6Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    6Item 13.
    
    Certain Relationships and Related Transactions
    
    
    6Part IVItem 14.
    
    Principal Accountant Fees and Services
    
    
    6Item 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    7Signatures
    
    
    10Index to Exhibits attached to Form 10-K
    
    
    11




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Forward-Looking Statements and Factors Which May Affect Future Results This Annual Report contains forward-looking statements (within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
and Exchange Act of 1934 as amended) that are subject to risks and
uncertainties. Forward-looking statements include information concerning
possible or assumed future results of operations of the Corporation, projected
or anticipated benefits, or events related to other future developments
involving the Corporation or the industry in which it operates. When verbs in
the present tense such as believes, expects, anticipates, continues,
attempts or similar expressions are used, forward-looking statements are
being made. Stockholders should note that many factors, some of which are
discussed elsewhere in this document and in other documents which we
incorporate by reference here in, could affect the future financial results of
the Corporation and could cause results to differ materially from those
expressed in or incorporated by reference in this document. Those factors
include fluctuations in interest rates, or in the relationship between long and
short term rates, inflation, changes in government regulations and economic
conditions. Other factors include competition in the geographic and business
areas in which the Corporation conducts its operations such as might, result,
for example: increased mergers and acquisitions, consolidation of size of
competing financial institutions in the Companys market area, or increased
competition in the Companys market area from other types of lending
institutions such as credit unions or lending institutions based outside of the
Companys market area. As a result of such risks and uncertainties, the
Corporations actual results may differ materially from such forward-looking
statements. The Corporation does not undertake, and specifically disclaims any
obligation to publicly release revisions to any such forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements. 
 PART I 
 Item 1. Business The response is incorporated herein by reference from the discussion
respectively under the captions entitled FINANCIAL HIGHLIGHTS on page 4,
BUSINESS on pages 5 through 7, MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS on pages 8 through 21 and
Consolidated Financial Statements and Notes to Consolidated Financial
Statements on pages 24 through 45 of the Annual Report.




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Item 2. Properties The Company conducts its business at its Corporate offices in North
Andover and multiple branch locations listed here. The Company believes that
all of its properties are well maintained and are suitable for banking needs
and operations. Rent expense for 2003 totaled $152,000. The following table
sets forth the locations of the offices of the Lawrence Savings Bank (the
Bank), the wholly owned bank subsidiary of the Company, as well as certain
information relating to these offices as of December 31, 2003: LeaseYear
    
    
    
    
    
    
    
    
    
    CurrentAcquired
    
    Square
    
    Owned/
    
    Term
    
    RenewalOr Leased
    
    Feet
    
    Leased
    
    Expires
    
    OptionsCORPORATE OFFICESNorth Andover
    
    
    1992
    
    
    
    45,315
    
    
    Owned
    
    
    
    
    
    
    30
Massachusetts Ave.
No. Andover, MA 01845BRANCH OFFICESEssex Street
    
    
    1998
    
    
    
    3,432
    
    
    Leased
    
    
    2003
    
    
    One (5) yr.300 Essex Street
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Renewal OptionLawrence, MA 01840Jackson Street
    
    
    1998
    
    
    
    2,369
    
    
    Leased
    
    
    2003
    
    
    One (5) yr.20 Jackson Street
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Renewal OptionMethuen, MA 01844West Methuen
    
    
    1979
    
    
    
    5,234
    
    
    Owned
    
    
    
    
    
    
    148 Lowell
Street
Methuen, MA 01844Andover
    
    
    1995
    
    
    
    2,449
    
    
    Leased
    
    
    2010
    
    
    Two (5) yr.342 North Main Street
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OptionsAndover, MA 01810
 
 Item 3. Legal Proceedings The Bank is involved in various ordinary, routine legal proceedings
incidental to the ordinary course of its business. After review with legal
counsel, management does not believe resolution of such litigation will have a
material adverse effect on the financial condition and operating results of the
Company. In one litigation matter, the Bank was awarded a $4.2 million judgment
against the debtor in 1997. On February 13, 2002, the debtor filed a petition
in bankruptcy under Chapter 7 of the Bankruptcy Code. Post-judgment interest
calculated from the date of judgment to the date of the bankruptcy filing is
approximately $1.9 million. As of year end 2003, none of the judgment or
post-judgment interest had been collected or recognized in the Companys
reported financial results. In February 2004, the Bankruptcy Trustee filed a motion seeking Bankruptcy
Court approval to make an interim distribution to the creditors. After payment
to one other creditor and reserves for anticipated taxes and administrative
costs, the Trustee has proposed to make an interim distribution to the Bank of
approximately $2.6 million. The Bank has agreed to return any of the interim
distribution as would be necessary to pay additional taxes imposed on the
bankruptcy estate in the event reserves set aside for taxes are insufficient.




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The diluted earnings per share impact of the proposed interim distribution
are approximately $0.37 per share based on estimated average shares outstanding
for the first quarter of 2004. No recognition of this proposed judgment or
interim distribution has been recorded in the Consolidated Financial
Statements. Any such interim distribution will be recognized in the Companys
reported financial results if and when the proposed interim distribution is
approved by the Bankruptcy court. It is managements opinion the collection of any remaining balance beyond
the amount of the proposed interim distribution is substantially uncertain and
is not susceptible to meaningful estimation at this time. 
 Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of the Companys security
holders during the fourth quarter of 2003. 
 PART II 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The response is incorporated herein by reference from the discussion under
the caption STOCKHOLDERS INFORMATION on page 46, the discussion under the
subcaption Capital Adequacy of the caption MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS on page 18 of the
Annual Report, and from the table titled Financial Highlights on page 4 of
the Annual Report. 
 Item 6. Selected Financial Data The response is incorporated herein by reference from the table titled
FINANCIAL HIGHLIGHTS on page 4 of the Annual Report. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations The response is incorporated herein by reference from the discussion under
the caption MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS on pages 8 through 21 of the Annual Report. 
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk The response is incorporated herein by reference from the discussion under
the subcaption Interest Rate Sensitivity of the caption MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS on
pages 18 through 20 of the Annual Report. 
 Item 8. Financial Statements and Supplementary Data The response is incorporated herein by reference from the LSB Corporation
and Subsidiary Consolidated Financial Statements and Notes thereto on pages 23
through 45 of the Annual Report. 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.




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Item 9A. Controls and Procedures The Companys chief executive officer and chief financial officer, after
evaluating the effectiveness of the Companys disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this report, have
concluded that the Companys disclosure controls and procedures were effective
to ensure that material information relating to the Company and its subsidiary
required to be included in the Companys periodic Securities and Exchange
Commission filings would be made known to them by others within those entities
in time to be included in the Companys periodic Securities and Exchange
Commission filings. There were no significant changes in the Companys internal controls or,
to the Companys knowledge, in other factors that could significantly affect
the Companys disclosure controls and procedures during the last fiscal quarter
that have materially affected, or are reasonable likely to materially affect
the internal controls over financial reporting. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant The response is incorporated herein by reference from the discussion under
the caption INFORMATION REGARDING DIRECTORS on pages 4 through 6, the
discussion under the caption EXECUTIVE OFFICERS on page 10 through 11 and the
discussion under the caption SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE on page 21 of the Proxy Statement. 
 Item 11. Executive Compensation The response is incorporated herein by reference from the section entitled
EXECUTIVE COMPENSATION on pages 12 through 17 of the Proxy Statement. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The response is incorporated herein by reference from the discussion under
the caption entitled EQUITY COMPENSATION PLAN INFORMATION on page 16 and
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT on pages 20
through 21 of the Proxy Statement. 
 Item 13. Certain Relationships and Related Transactions The response is incorporated herein by reference from the discussion under
the caption entitled INDEBTEDNESS OF DIRECTORS AND MANAGEMENT AND CERTAIN
TRANSACTIONS WITH MANAGEMENT AND OTHERS on page 18 and 19 of the Proxy
Statement. 
 PART IV 
 Item 14. Principal Accountant Fees and Services The response is incorporated herein by reference from the discussion under
the caption entitled SERVICES OF THE INDEPENDENT AUDITOR FOR THE 2003 FISCAL
YEAR on page 22 of the Proxy Statement and sub-caption Audit Committee of
the caption THE BOARD OF DIRECTORS AND ITS COMMITTEES on pages 8 and 9 of the
Proxy Statement. 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1)
    
    Financial Statements: The following LSB Corporation and Subsidiary Consolidated
Financial Statements are incorporated herein by reference from the Annual Report,
listed below and attached as Exhibit (13).




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Page number(s)in AnnualReportReport of Management Responsibility
    
    
    22Independent Auditors Report
    
    
    23Consolidated
Balance Sheets as of
   December 31, 2003 and 2002
    
    
    24Consolidated Statements of Operations
   for the years ended December 31,
   2003, 2002 and 2001
    
    
    25Consolidated Statements of Changes
   in Stockholders Equity for the
   years ended December 31, 2003,
   2002 and 2001
    
    
    26Consolidated Statements of Cash Flows

   for the years ended December 31, 2003,

   2002 and 2001
    
    
    27Notes to Consolidated Financial Statements
    
    
    28-45
 (a)(2)
    
    Financial Statement Schedules:None.(b)
    
    Reports on Form 8-K:The following is a list of Form 8-Ks that have been filed by LSB
Corporation with the Securities and Exchange Commission during the
quarter ended December 31, 2003:
 Date Filed
    
    Items reportedOctober 20, 2003
    
    LSB Corporations press release announcing Companys
earnings for the quarter ended September 30, 2003October 27, 2003
    
    LSB Corporations press release announcing Companys
Dividends to shareholders for the fourth quarter 2003October 31, 2003
    
    LSB Corporations press release announcing Appeals Court
Rendered Favorable Opinion on Lawsuit
 (c)
    
    List of Exhibits:Exhibits to the Form 10-K have been included (unless otherwise noted)
only with the copies of the Form 10-K filed with the SEC. Upon
request to Investors Relations, LSB Corporation, 30 Massachusetts
Avenue, North Andover, MA 01845, copies of the individual exhibits
will be furnished upon payment of a reasonable reproduction fee.




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Exhibits:(2)
    
    Plan of Reorganization *(3) (i)
    
    Articles of incorporation *(3) (ii)
    
    Corporate By-Laws, as amended *(3) (iii)
    
    Certificate of vote of directors establishing a series of a class of stock *(4.1)
    
    Specimen certificate of shares of common stock of the Company *(4.2)
    
    Rights Agreement dated as of December 12, 1996 *(10.1)
    
    Employment Agreement by and between the Bank and Paul A. Miller dated April 21, 1989 *(10.2)
    
    Amendment dated December 23, 1992 to Employment Agreement dated April 21, 1989 *(10.3)
    
    Amendment dated May 25, 2000 to Employment Agreement dated April 21, 1989 *(10.4)
    
    Employment Agreement by and between the Bank and Robert P. Perreault dated May 9,
1986 *(10.5)
    
    Amendment dated December 23, 1992 to Employment Agreement dated May 9, 1986 *(10.6)
    
    Special Termination Agreement by and between the Bank and Robert P. Perreault dated
May 9, 1986 *(10.7)
    
    Amendment dated May 25, 2000 to Special Termination Agreement dated May 9, 1986 *(10.8)
    
    Supplemental Retirement Agreement by and between the Bank and Paul A. Miller dated April 21, 1989 *(10.9)
    
    Supplemental Retirement Agreement by and between the Bank and Paul A. Miller dated
April 21, 1996 *(10.10)
    
    Employment Agreement by and between the Bank and Jeffrey W. Leeds dated February 24, 2000 *(10.11)
    
    Employment Agreement by and between the Bank and Timothy L. Felter dated February 24, 2000 *(10.12)
    
    Employment Agreement by and between the Bank and John E. Sharland dated February 24, 2000 *(10.13)
    
    Employment Agreement by and between the Bank and Richard J. DAmbrosio dated February 24, 2000 *(10.14)
    
    Lawrence Savings Bank 1986 Stock Option Plan *(10.15)
    
    Lawrence Savings Bank 1997 Stock Option Plan *(13)
    
    2003 Annual Report to Shareholders of LSB Corporation(14)
    
    Code of Professional Conduct(20)
    
    2004 Proxy Statement




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(21)
    
    Subsidiary of LSB Corporation and subsidiaries of Lawrence Savings Bank(23.1)
    
    Consent of KPMG LLP(31.1)
    
    Certification of Chief Executive Officer under Section 302 of the
Sarbanes-Oxley Act of 2002(31.2)
    
    Certification of Chief Financial Officer under Section 302 of the
Sarbanes-Oxley Act of 2002(32.1)
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
as added by Section 906 of the Sarbanes-Oxley Act of 2002(32.2)
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
as added by Section 906 of the Sarbanes-Oxley Act of 2002
  *
    
    Incorporated herein by reference from LSB Corporation
Form 8-K filed July 2, 2001. (d)
    
    Financial Statement Schedules:None.
 Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the LSB Corporation has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. LSB CorporationBy:
    
    /s/ Paul A. MillerPaul A. Miller, President
and Chief Executive OfficerDATE:    March 25, 2004




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the LSB
Corporation and in the capacities and on the dates indicated. Each person whose
signature appears below hereby makes, constitutes and appoints Paul A. Miller
acting individually, his true and lawful attorney, with full power to sign for
such person and in such persons name and capacity indicated below any and all
amendments to this Form 10-K, hereby ratifying and confirming such persons
signature as it may be signed by said attorney to any and all amendments. Signature
    
    Title
    
    Date/s/ Paul A. Miller
Paul A. Miller
    
    President, Chief Executive Officer and
Director
(Principal Executive Officer)
    
    March 25, 2004/s/ John E. Sharland
John E. Sharland
    
    Senior Vice President, Chief Financial Officer
(Principal Financial and Principal Accounting
Officer)
    
    March 25, 2004/s Thomas J. Burke
Thomas J. Burke
    
    Chairman of the Board
Director
    
    March 25, 2004/s/ Eugene A. Beliveau
Eugene A. Beliveau
    
    Director
    
    March 25, 2004/s/ Malcolm W. Brawn
Malcolm W. Brawn
    
    Director
    
    March 25, 2004/s/ Byron R. Cleveland, Jr.
Byron R. Cleveland, Jr.
    
    Director
    
    March 25, 2004/s/ Neil H. Cullen
Neil H. Cullen
    
    Director
    
    March 25, 2004/s/ Robert F. Hatem
Robert F. Hatem
    
    Director
    
    March 25, 2004/s/ Richard Hart Harrington
Richard Hart Harrington
    
    Director
    
    March 25, 2004/s/ Marsha A. McDonough
Marsha A. McDonough
    
    Director
    
    March 25, 2004/s / Kathleen Boshar Reynolds
Kathleen Boshar Reynolds
    
    Director
    
    March 25, 2004




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Index to Exhibits
attached to Form 10-K Item Description(13)
    
    2003 Annual Report to Shareholders of LSB Corporation(14)
    
    Code of Professional Conduct(20)
    
    2004 Proxy Statement(21)
    
    Subsidiary of the LSB Corporation and Lawrence Savings Bank(23.1)
    
    Consent of KPMG LLP(31.1)
    
    Certification of Chief Executive Officer under Section 302 of the
Sarbanes-Oxley Act of 2002(31.2)
    
    Certification of Chief Financial Officer under Section 302 of the
Sarbanes-Oxley Act of 2002(32.1)
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
as added by Section 906 of the Sarbanes-Oxley Act of 2002(32.2)
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002