|
(1)
|
Names
of Reporting Persons, I.R.S. Identification,
No.
of above Persons (entities only)
|
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
|
|
|
|
(7)
|
Sole
Voting Power
|
664,576
|
|
|
Number
of Shares
|
(8) | Shared Voting Power | 3,579,996 | |
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
664,576
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
3,579,996
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,244,572
|
|
|
(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)
|
19.59%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
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
|
|
|
(7)
|
Sole
Voting Power
|
-
|
||
|
Number
of Shares
|
(8) | Shared Voting Power |
2,264,509
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,264,509
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,264,509
|
|
|
(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)
|
10.77%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
SBL,
L.L.C.
(f/k/a SBL 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)
|
OO
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or
2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
Oklahoma
|
|
|
(7)
|
Sole
Voting Power
|
-
|
||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,579,387
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,579,387
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,579,387
|
|
|
(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)
|
12.08%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
CO
|
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
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
|
|
|
(7)
|
Sole
Voting Power
|
-
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
417,288
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(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)
|
2.02%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
CO
|
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
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)
|
NA
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or
2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
USA
|
|
|
(7)
|
Sole
Voting Power
|
347,889
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,606,584
|
|
| Beneficially | ||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
347,889
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,606,584
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,954,473
|
|
|
(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)
|
13.79%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
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
|
|
|
(7)
|
Sole
Voting Power
|
295,165
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
500,045
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
295,165
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
500,045
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
795,210
|
|
|
(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)
|
3.83%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(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)
|
OO
|
|
|
(5)
|
Check
if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
|
||
|
(6)
|
Citizenship
or Place of Organization
|
Oklahoma,
USA
|
|
|
(7)
|
Sole
Voting Power
|
0
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,264,509
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
0
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,264,509
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,264,509
|
|
|
(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)
|
10.54%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
00
|
|
|
•
|
Jack
E. Golsen (Chief Executive Officer and Chairman of the Board of the
issuer);
|
|
|
•
|
Sylvia
H. Golsen;
|
|
|
•
|
Barry
H. Golsen (President and member of the Board of Directors of the
issuer);
|
|
|
•
|
Steven
J. Golsen (President of certain subsidiaries of the
issuer);
|
|
|
•
|
SBL,
L.L.C. (f/k/a “SBL Corporation”)
("SBL");
|
|
|
•
|
Golsen
Petroleum Corporation ("GPC"), which is a wholly owned subsidiary of
SBL; and
|
|
|
•
|
Golsen
Family, L.L.C., an Oklahoma limited liability company
(“GFLLC”). GFLLC is a new member of this reporting group, as
described in Notes 3, 4 and 5, below, and Item
2 hereof.
|
|
|
1.
|
On
January 15, 2007, six trusts established under separate trust agreements,
each dated December 31, 1992 (together, the “1992 Grandchildren Trusts”)
for the benefit of the six grandchildren of Jack and Sylvia Golsen,
husband and wife, were consolidated into
six
|
|
|
|
trusts
established for such grandchildren under separate trusts agreements,
each
dated January 15, 2007 (together, the “2007 Grandchildren Trusts”), with
the 2007 Grandchildren Trusts surviving following the
consolidations. The trustees of each 1992 Grandchildren Trust
included two or more of Barry H. Golsen, Steven J. Golsen, and
Linda J.
Rappaport (“Rappaport”). Rappaport is the daughter of Jack and
Sylvia Golsen and a former reporting member of this reporting
group. As trustees of the 1992 Grandchildren Trusts possessing
voting and dispositive power over the aggregate 193,006 shares
of the
Company’s common stock held by the 1992 Grandchildren Trusts, the
following persons reported beneficial ownership of the following
number of
shares of common stock held in the Grandchildren Trusts: Barry
Golsen
(193,006 shares), Steven Golsen (64,454 shares), and Rappaport
(127,552
shares). As of result of the consolidations of the 1992
Grandchildren Trusts into the 2007 Grandchildren Trusts, Barry
Golsen,
Steven Golsen and Linda Rappaport are no longer trustees, and therefore,
on January 15, 2007, ceased possessing beneficial ownership of
the 193,006
shares formerly held in the 1992 Grandchildren Trusts. As sole
trustee of each 2007 Grandchildren Trust, on January 15, 2007,
Jack Golsen
acquired voting and dispositive power over the aggregate 193,006
shares of
the Company’s common stock now held by the 2007 Grandchildren
Trusts.
|
|
|
2.
|
On
January 15, 2007, three trusts established under separate trust
agreements, each dated December 31, 1992 (the “1992 Trusts”) for the
benefit of each of Barry Golsen, Steven Golsen, and Linda Rappaport,
the
children of Jack and Sylvia Golsen, were consolidated into three
trusts
established for such children under separate trusts agreements, each
dated
January 15, 2007 (the “2007 Trusts”), with the 2007 Trusts surviving
following the consolidations. The trustee of each 1992 Trust
was Heidi Brown, an officer of the Company. As of result of the
consolidations of the 1992 Trusts into the 2007 Trusts, Heidi Brown
is no
longer trustee. As sole trustee of each 2007 Trust, on January
15, 2007, Jack Golsen acquired voting and dispositive power over
the
aggregate 263,320 shares of the Company’s common stock held by the 2007
Trusts.
|
|
|
3.
|
On
May 29, 2007, Jack and Sylvia Golsen through their respective revocable
trusts contributed an aggregate of 867,276 shares of common stock
and
4,000 shares of the Company’s Series B 12% Cumulative, Preferred Stock
(the "Series B Preferred") to GFLLC. Each share of the
Series
|
|
|
|
B
Preferred is convertible, at the option of the holder, into 33.3333
shares
of the Company’s common stock. The membership interests in
GFLLC are owned by Jack Golsen, through his revocable trust (45.923%),
Sylvia Golsen through her revocable trust (45.923%), Barry Golsen
(2.718%), Steven Golsen (2.718%), and Linda Rappaport
(2.718%). Jack and Sylvia Golsen are the managers of GFLLC and,
in such capacity, share voting and dispositive power over the Company’s
securities owned by GFLLC. Of the Company securities
contributed to GFLLC, (a) 28,529 shares of common stock and 4,000
shares
of Series B Preferred were contributed by Jack Golsen through his
revocable trust of which he is trustee, and (b) 838,747 shares of
common
stock were contributed by Sylvia Golsen through her revocable trust
of
which she is trustee.
|
|
|
4.
|
Prior
to May 29, 2007, the outstanding common stock of SBL was owned by
Sylvia
Golsen (40%), Barry Golsen (20%), Steven Golsen (20%), and Linda
Rappaport
(20%). On May 29, 2007, such owners of SBL common stock
contributed 49% of the total outstanding SBL common stock to GFLLC,
resulting in outstanding common stock of SBL being owned by GFLLC
(49%
owner), Barry Golsen (17% owner), Steven Golsen (17% owner), and
Linda
Rappaport (17% owner).
|
|
|
5.
|
As
a result of the contributions to GFLLC described in Notes 3 and 4,
above,
GFLLC may be considered a reporting person required to file this
Schedule
13D pursuant to Section 13(d) of the Securities Exchange Act of
1934. GFLLC has elected to be included in this Schedule 13D as
a reporting person.
|
|
|
6.
|
On
August 3, 2007, SBL Corporation completed a statutory conversion
from a
corporation to a limited liability company taxed as a corporation
and
changed its name to SBL, L.L.C.
|
|
|
7.
|
On
August 27, 2007, pursuant to the Company’s redemption, as approved by the
Company’s Board of Directors, of all of its issued and outstanding shares
of $3.25 Convertible Exchangeable Class C Preferred Stock, Series
2
("$3.25 Preferred"), the Company redeemed SBL’s 9,050 shares of $3.25
Preferred and GPC’s 14,033 shares of $3.25 Preferred. The
redemptions were completed pursuant to the notice of redemption mailed
by
the Company on July 12, 2007, to all holders of record of its $3.25
Preferred. The redemption price was $50.00 per share of $3.25 Preferred,
plus $26.25 per share in accrued and unpaid dividends pro-rata to
the date
of redemption. In accordance with the terms of the redemption,
the
|
|
|
|
aggregate
redemption price, plus accrued and unpaid dividends, received by
SBL and
GPC was approximately $690,062 and $1,070,016,
respectively. The redemption through SBL and GPC was
preapproved by the Company’s board of directors.
|
|
|
8.
|
Reference
is made to (a) Item 5(c) of this Amendment No. 34 for a disclosure
of
other transactions in the Common Stock that were effected by certain
reporting persons during the past 60 days from the filing date of
this
Amendment No. 34 and (b) Item 6 of this Amendment No. 34 for other
agreements relating to Company securities held by certain reporting
persons.
|
|
|
1.
|
Item
2 is hereby amended by adding the following reporting
person:
|
|
|
(a)
|
Name:
Golsen Family, L.L.C.
|
|
|
(b)
|
State
of Organization: Oklahoma
|
|
|
(c)
|
Address
of Principal Business and Principal
Office:
|
|
|
(d)
|
Principal
Business: Management of family
investments.
|
|
|
(e)
|
During
the last five (5) years, Golsen Family, L.L.C. (“GFLLC”) has not been
convicted in a criminal proceeding.
|
|
|
(f)
|
GFLLC
has not, during the last five (5) years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which, as a result, would have subjected GFLLC to a judgment, decree
or
final
|
|
|
order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal state securities laws or finding any violation
with
respect to such laws.
|
|
|
2.
|
The
information in Item 2 regarding SBL Corporation is hereby amended
by
changing the type of entity from “corporation” to “limited liability
company.”
|
|
|
(a)
|
As
disclosed in Item 5(c) and Note 7 in the Introduction to this Amendment
No. 34, SBL surrendered 9,050 shares of $3.25 Preferred and GPC
surrendered 14,033 shares of $3.25 Preferred to the Company pursuant
to
the Company’s redemption of all of its issued and outstanding Series B
Preferred. The redemptions were completed pursuant to the
notice of redemption mailed by the Company on July 12, 2007, to all
holders of record of its $3.25 Preferred. The redemption price was
$50.00
per share of $3.25 Preferred, plus $26.25 per share in accrued and
unpaid
dividends pro-rata to the date of redemption. In accordance
with the terms of the redemption, the aggregate redemption price
received
by SBL and GPC was approximately $690,062 and $1,070,016,
respectively. The redemption of the shares of $3.25 through SBL
and GPC was preapproved by the Company’s board of
directors.
|
|
|
(b)
|
The
contributions to GFLLC of Company securities and SBL common stock
described in Notes 3 and 4, above, were non-taxable contributions
to the
capital of GFLLC by its members.
|
|
|
(c)
|
This
Item 3 is not applicable to the other agreements and transactions
described in Items 5 and 6 of this Amendment
34.
|
|
|
(a)
|
The
following table sets forth as of the filing date of this Amendment
34 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 | 4,244,572 (2) (3) (4) (5) (8) | 19.59% | ||
| Sylvia H. Golsen |
2,264,509
(2) (3) (8) (9)
|
10.77% | ||
| SBL (1) |
2,579,387
(3) (11)
|
12.08% | ||
| GPC (1) | 417,288 (10 ) (11) | 2.02% | ||
| Golsen Family, L.L.C.(1) | 2,264,509 (2) (3) (11) | 10.54% | ||
| Barry H. Golsen |
2,954,473
(2) (3) (6) (8)
|
13.79% | ||
| Steven J. Golsen |
795,210
(2) (3) (7) (8)
|
3.83% | ||
|
|
(1)
|
The
membership interests in GFLLC are owned by Jack Golsen through his
revocable trust (45.923%), Sylvia Golsen through her revocable trust
(45.923%), Barry Golsen (2.718%), Steven Golsen (2.718%), and Linda
Rappaport (2.718%). 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. The directors and executive officers of SBL and GPC are
Jack Golsen and Barry Golsen. Barry Golsen,
|
|
|
Steven Golsen and Linda Rappaport are the
children of Jack and Sylvia Golsen, husband and
wife.
|
|
|
(2)
|
GFLLC
owns 867,276 shares directly and has the right to acquire 133,333
shares
upon the conversion of 4,000 shares of the Company’s Series 2
Preferred. 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 Syvia Golsen, as managers of GFLLC possessing
voting and dispositive power over such shares, report beneficial
ownership
of all shares beneficially owned by SBL and
GPC.
|
|
|
(3)
|
SBL
owns 1,512,099 shares directly and has the right to acquire (a) 250,000
shares upon the conversion of 1,000,000 shares of the Company's
Series D Preferred; (b) 400,000 shares upon the conversion of
12,000 shares of the Company's Series B Preferred. The
amount shown also includes 417,288 shares beneficially owned by SBL's
wholly owned subsidiary, GPC, which includes (y) 133,333 shares that
GPC
has the right to acquire upon conversion of 4,000 shares of Series
B
Preferred and (z) 283,955 shares held directly. 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 or indirect ownership through GFLLC), as described in footnote
(1) to this table, except Jack and Barry Golsen, as the sole directors
and
officers of SBL possessing voting and dispositive power over such
shares,
report beneficial ownership of all such
shares.
|
|
|
(4)
|
The
amount shown includes the following shares owned of record: (a) Amy
G.
Rappaport 2007 Irrevocable Trust (34,750 shares); (b) Joshua B. Golsen
2007 Irrevocable Trust (30,704 shares); (c) Adam Z. Golsen 2007
Irrevocable Trust (35,638 shares); (d) Stacy L. Rappaport 2007 Irrevocable
Trust (28,638 shares); (e) Michelle L. Golsen 2007 Irrevocable Trust
(35,638 shares); (f) Lori R. Rappaport 2007 Irrevocable Trust (27,638
shares); (g) Barry H. Golsen 2007 Irrevocable Trust (89,440 shares);
(h)
Steven J. Golsen 2007 Irrevocable Trust (84,440 shares); (i) Linda
R.
Rappaport 2007 Irrevocable Trust (89,440 shares); and (j) Preston
Ayden
Mattingly 2007 Irrevocable Trust (2,400 shares). Jack Golsen is
the sole trustee of each of the foregoing trusts and in such capacity
possesses voting and dispositive power over the Company’s securities held
in the trusts.
|
|
|
(5)
|
The
amount shown includes: (a) 25,350 shares owned of record by the
Jack E.
Golsen 1992 Revocable Trust of which Jack Golsen is trustee; (b)
4,000
shares that may be acquired upon conversion of a promissory note,
and (c)
176,500 shares that may be acquired upon the exercise of Company
stock
options.
|
|
|
(6)
|
The
amount shown includes: (a) 281,639 shares held directly and (b)
66,250
shares which may be acquired upon exercise of stock
options. The amount shown does not include (i) 533
shares that Barry Golsen's wife owns, in which Barry Golsen disclaims
beneficial ownership and (ii) 89,440 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.
|
|
|
(7)
|
The
amount shown includes: (a) 248,915 shares held directly; and (b)
46,250
shares which may be acquired upon exercise of stock
options. The amount shown does not include 84,440 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.
|
|
|
(8)
|
Jack
Golsen and Sylvia Golsen each disclaims beneficial ownership of
the shares
of Common Stock beneficially owned by Barry Golsen described in
footnote
(6) and the shares of Common Stock beneficially owned by Steven
Golsen
described in footnote (7). Barry Golsen disclaims
beneficial ownership of the shares beneficially owned by Jack Golsen
described in footnotes (4) and (5), and the shares beneficially
owned by
GFLLC except to the extent of his proportionate interest in
GFLLC. Steven Golsen disclaims beneficial ownership of the
shares beneficially owned by Jack Golsen described in footnotes
(4) and
(5), and the shares beneficially owned by GFLLC, SBL, and GPC,
except to
the extent of his proportionate interest in each such
entity.
|
|
|
(9)
|
The
amount shown does not include, and Sylvia Golsen disclaims
beneficial ownership of the shares listed in footnote (2) above
as
beneficially owned by Jack Golsen (except the shares beneficially
owned by
GFLLC).
|
|
(10)
|
The
amount shown includes (a) 283,955 shares held directly by GPC,
and (b)
133,333 shares that may be acquired upon conversion of 4,000 shares
of the
Company's Series B Preferred
Stock.
|
|
(11)
|
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.
|
|
(12)
|
The
percentage ownership of each reporting person is based on 20,574,588
shares of Common Stock outstanding, as of August 21,
2007. 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. 34
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:
|
|
|
Person
or Entity
|
Sole
Voting
and
Power
of
Disposition
|
Shared
Voting
and
Power of
Disposition
|
|
| Jack E. Golsen | 664,576 (2) | 3,579,996 (3) | ||
| Sylvia H. Golsen | None | 2,264,509 (3) (8) | ||
| SBL (1) | None |
2,579,387
(4)
|
||
| GPC (1) | None | 417,288 (4) | ||
| Golsen Family, L.L.C. (1) | None | 2,264,509 (5) | ||
| Barry H. Golsen | 347,889 (6) | 2,606,584 (3) | ||
| Steven J. Golsen | 295,165 (7) | 500,045 (3) | ||
|
|
(1)
|
See
footnote (1) under paragraph (a) of this Item
5.
|
|
|
(2)
|
See
footnotes (4), (5) and (8) under paragraph (a) of this Item
5.
|
|
|
(3)
|
See
footnotes (2), (3), (8) and (11) under paragraph (a) of this Item
5.
|
|
|
(4)
|
See
footnotes (3) and (11) under paragraph (a) of this Item
5.
|
|
|
(5)
|
See
footnotes (2), (3) and (11) under paragraph (a) of this Item
5.
|
|
|
(6)
|
See
footnotes (6) and (8) under paragraph (a) of this Item
5.
|
|
|
(7)
|
See
footnotes (7) and (8) under paragraph (a) of this Item
5.
|
|
|
(8)
|
See
footnote (9) under paragraph (a) of this Item
5.
|
|
|
(c)
|
During
the past 60 days from the filing date of this report, the following
reporting persons effected transactions in the Common Stock, as
follows:
|
|
|
(i)
|
As
described in Note 6 in the Introduction to this Amendment No. 34,
pursuant
to the Company’s redemption, as approved by the Company’s Board of
Directors, of all of its issued and outstanding shares of $3.25 Preferred,
SBL surrendered to the Company for redemption its 9,050 shares of
$3.25
Preferred and GPC surrendered to the Company for redemption its 14,033
shares of $3.25 Preferred. The redemptions were completed on
August 27, 2007, pursuant to the notice of redemption mailed by the
Company on July 12, 2007, to all holders of record of its $3.25 Preferred.
The redemption price was $50.00 per share of $3.25 Preferred, plus
$26.25
per share in accrued and unpaid dividends pro-rata to the date of
redemption. In accordance with the terms of the redemption, the
aggregate redemption price received by SBL and GPC was approximately
$690,062 and $1,070,016, respectively. The redemption through
SBL and GPC was preapproved by the Company’s board of
directors.
|
|
|
(ii)
|
Barry
Golsen sold a total of 30,000 shares of common stock over
the American
Stock Exchange on the dates and at the prices indicated
below:
|
|
Security
|
Date
of Sale
|
No,
of Shares
|
Price
|
|
Common Stock
|
09/05/2007
|
100
|
$22.15
|
|
Common
Stock
|
09/05/2007
|
1,900
|
$22.20
|
|
Common Stock
|
09/05/2007
|
400
|
$22.21
|
|
Common
Stock
|
09/05/2007
|
200
|
$22.22
|
|
Common
Stock
|
09/05/2007
|
4,550
|
$22.30
|
|
Common
Stock
|
09/05/2007
|
100
|
$22.31
|
|
Common
Stock
|
09/05/2007
|
250
|
$22.33
|
|
Common
Stock
|
09/05/2007
|
400
|
$22.34
|
|
Common Stock
|
09/05/2007
|
100
|
$22.38
|
|
Common
Stock
|
09/06/2007
|
5,000
|
$22.05
|
|
Common Stock
|
09/06/2007
|
5,346
|
$22.20
|
|
Common
Stock
|
09/06/2007
|
700
|
$22.21
|
|
Common
Stock
|
09/06/2007
|
900
|
$22.22
|
|
Common
Stock
|
09/06/2007
|
5,000
|
$22.25
|
|
Common
Stock
|
09/06/2007
|
4,000
|
$22.30
|
|
Common
Stock
|
09/06/2007
|
300
|
$22.32
|
|
Common Stock
|
09/06/2007
|
754
|
$22.33
|
|
|
30,000
|
|
|
|
(iii)See
Notes 1, 2, 3, and 4 in the Introduction to this Amendment No. 34
for a
description of certain transactions in the Company’s securities since the
filing on April 4, 2007, of Amendment No. 33 to this Schedule
13D.
|
|
|
(d)
|
See
Item 6 below.
|
|
|
(e)
|
Not
applicable.
|
|
Item
6.
|
Contracts,
Agreements, Underwritings or Relationships With
Respect to Securities of the
Issuer.
|
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
24.1
|
Powers
of Attorney executed by Barry H. Golsen and Steven J. Golsen are
filed as
Exhibit 24.1 to Amendment No. 33 to this Schedule 13D and are incorporated
herein by reference.
|
|
99.1
|
Joint
Filing Statement, dated September 19, 2007, between the reporting
persons.
|
|
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 2007 Irrevocable Trust Agreement, dated January 15,
2007. 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. 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.
|
|
|
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
|
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.
|
|
99.7
|
Shareholder's
Agreement, effective December 1, 1995, among Barry H. Golsen, Sylvia
Golsen and SBL Corporation (originally filed as Exhibit 24 to Amendment
No. 24).
|
|
99.8
|
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 99.7 hereto and a copy of the same will be supplied to
the
Commission upon request.
|
|
99.9
|
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 99.7 hereto and a copy of the same will be supplied to
the
Commission upon request.
|
|
99.10
|
Security
Agreement, dated December 12, 2003, executed by SBL Corporation
in favor
of Bank of the West, is attached as Exhibit 99.18 to
Amendment No. 28 and is incorporated herein by
reference.
|
|
99.11
|
Security
Agreement, dated December 12, 2003, executed by Linda F. Rappaport
in
favor of Bank of the West, is attached as Exhibit 99.19 to Amendment
No.
28 and is incorporated herein by
reference.
|
|
99.12
|
Security
Agreement, dated May 10, 2004, executed by the Linda F. Rappaport
Trust in
favor of Bank of the West, is attached as Exhibit 99.16 to Amendment
32 to
this Schedule 13D and is incorporated herein by
reference.
|
|
99.13
|
Security
Agreement, dated July 5, 2006, executed by the Sylvia H. Golsen
Trust in
favor of Bank of the West, is attached as Exhibit 99.17 to Amendment
32 to
this Schedule 13D and is incorporated herein by
reference.
|
|
|
SIGNATURE
|