|
(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
|
467,726
|
|
|
Number
of Shares
|
(8) | Shared Voting Power |
3,698,696
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
467,726
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
3,698,696
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,166,422
|
|
|
(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)
|
18.79%
|
|
|
(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 |
2,084,282
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,084,282
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,084,282
|
|
|
(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)
|
9.62%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(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)
|
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
|
307,889
|
||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,868,145
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
307,889
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,868,145
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,176,034
|
|
|
(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)
|
14.40%
|
|
|
(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
|
275,165
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
544,954
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
275,165
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
544,954
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
820,119
|
|
|
(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)
|
3.85%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
Linda
F. Rappaport
|
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
PF
|
|
|
(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
|
66,400
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
698,987
|
|
| Beneficially | ||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
0
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
735,387
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
765,387
|
|
|
(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)
|
3.59%
|
|
|
(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)
|
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
|
0
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,084,282
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
0
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,084,282
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,084,282
|
|
|
(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)
|
9.62%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
00
|
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
SBL,
L.L.C. |
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
[ ]
(b)
[X]
|
|
|
(3)
|
SEC
Use Only
|
||
|
(4)
|
Source
of Funds (See Instructions)
|
WC,
BK
|
|
|
(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
|
2,884,987
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,884,987
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,884,987
|
|
|
(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)
|
12.91%
|
|
|
(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)
|
1.96%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
CO
|
|
|
•
|
Jack
E. Golsen (Chief Executive Officer and Chairman of the Board of the
Company);
|
|
|
•
|
Sylvia
H. Golsen;
|
|
|
•
|
Barry
H. Golsen (President and member of the Board of Directors of the
Company);
|
|
|
•
|
Steven
J. Golsen (President of certain subsidiaries of the
Company);
|
|
|
•
|
Linda
F. Rappaport, an individual;
|
|
|
•
|
Golsen
Family, L.L.C., an Oklahoma limited liability company
(“GFLLC”).
|
|
|
•
|
SBL,
L.L.C. ("SBL"); and
|
|
|
•
|
Golsen
Petroleum Corporation ("GPC"), an Oklahoma corporation and
wholly-owned subsidiary of SBL.
|
|
1.
|
Linda
F. Rappaport is included as a reporting person under this Schedule 13D and
is filing as a reporting person with respect to this Schedule
13D.
|
|
2.
|
As
of December 31, 2008, the Golsen Group’s aggregate percentage ownership of
all outstanding Common Stock of
|
|
|
the
Company is approximately 23.7%, an increase of approximately 1.4% since
the filing of Amendment No. 37 to this Schedule 13D as a result of
(a) the addition of Linda F. Rappaport as a member of the Golsen
Group, (b) the purchase by members of the Golsen Group of an
aggregate of 150,000 shares of Common Stock, and (c) the
purchase of $5 million principal amount of the Company’s 5.5%
Convertible Senior Subordinated Debentures Due 2012, which are convertible
into 182,000 shares of common
stock.
|
|
3.
|
Reference
is made to Item 5(c) of this Amendment No.38 for a disclosure of
transactions in the Common Stock that were effected by certain reporting
persons in the 60 days prior to the filing of this Amendment
38.
|
|
4.
|
The
membership percentages in GFLLC have been adjusted to correctly reflect
the ownership in GFLLC held by Jack and Sylvia Golsen and their
children. The membership percentages reported previously
misstated the correct percentages by approximately 0.23% to
0.35%.
|
|
(a)
|
The
principal business office of Ms. Rappaport is Designer Rugs & Import
Group, 333 W. Wilshire Blvd., Oklahoma City, Oklahoma
73116.
|
|
(b)
|
Ms.
Rappaport’s principal occupation is owner and executive of Designer Rugs
& Import Group, 333 W. Wilshire Blvd., Oklahoma City, Oklahoma
73116
|
|
(c)
|
During
the last five years, Ms. Rappaport has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
|
|
(d)
|
During
the last five years, Ms. Rappaport has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining
future
|
|
|
violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
|
|
(e)
|
Ms.
Rappaport is a citizen of the United States of
America.
|
|
(a)
|
In
the 60 days prior to the filing of this Amendment No. 38, (a) SBL
purchased an aggregate of 120,000 shares of Common Stock for the aggregate
purchase price of $858,297, which was funded using working capital and (b)
Linda Rappaport purchased 30,000 shares of Common Stock for an aggregate
purchase price of $213,263, which was funded using personal
funds.
|
|
(b)
|
On
November 10, 2008, SBL purchased $4 million principal amount of the
Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012 for the
purchase price of $2,880,000, plus accrued interest of
$80,666. Of the total amount paid, $460,666 was funded using
SBL’s working capital and $2,500,000 funded by a loan from The
Bank of The West, the collateral for which is 827,936 shares of Common
Stock owned by SBL. See Item 6 for a description of the pledge
agreement.
|
|
(c)
|
On
November 10, 2008, Linda Rappaport purchased $1 million principal amount
of the Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012
for the purchase price of $720,000, plus accrued interest of
$20,167. The amount paid was funded using personal
funds.
|
|
(a)
|
The
following table sets forth as of the filing date of this Amendment No. 38
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 (10) (11) | Percent (12) | |
| Jack E. Golsen | 4,166,422 (2) | 18.79% | ||
| Sylvia H. Golsen |
2,084,282
(3)
|
9.62% | ||
| Barry H. Golsen |
3,176,034
(4)
|
14.40% | ||
| Steven J. Golsen | 820,119 (5) | 3.85% | ||
| Linda F. Rappaport | 765,387 (6) | 3.59% | ||
| Golsen Family, L.L.C. (1) |
2,084,282
(7)
|
9.62% | ||
| SBL (1) |
2,884,987
(8)
|
12.91% | ||
| GPC (1) | 417,288 (9) | 1.96% |
|
|
(1)
|
The
membership interests in GFLLC are owned by Jack Golsen through his
revocable trust (45.588%), Sylvia Golsen through her revocable trust
(45.588%), Barry Golsen (2.9413%), Steven Golsen (2.9413%), and Linda
Rappaport (2.9413%). Jack and Sylvia Golsen are the managers of
GFLLC, and as a result share voting and dispositive power over the
Company’s securities owned by GFLLC. SBL is wholly-owned by
GFLLC (49% owner), Barry Golsen (17% owner), Steven Golsen (17% owner) and
Linda Rappaport (17% owner). GPC is a wholly owned subsidiary of
SBL. Jack Golsen and Barry Golsen are the managers of SBL and
the directors and executive officers of GPC. Barry Golsen, Steven Golsen
and Linda Rappaport are the children of Jack and Sylvia Golsen, husband
and wife.
|
|
|
(2)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
787,309
shares owned by GFLLC as described in footnote (7), over which the
reporting person shares investment and dispositive power with Sylvia
Golsen;
|
|
|
(b)
|
2,844,987
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, over which the reporting person shares investment and
dispositive power with
Barry Golsen;
|
|
|
(c)
|
4,000
shares issuable upon conversion of a promissory note, over which the
reporting person has sole voting and dispositive
power;
|
|
|
(d)
|
200,406
shares owned of record by eight trusts for the benefit of the
grandchildren and great grandchildren of Jack Golsen, over which Jack
Golsen serves as the sole trustee with voting and dispositive power over
the Company’s securities held in the
trusts;
|
|
|
(e)
|
263,320
shares owned of record by the Barry H. Golsen 2007 Irrevocable Trust, the
Steve J. Golsen 2007 Irrevocable Trust, and the Linda F. Rappaport
2007 Irrevocable Trust, over which Jack Golsen serves as the sole
trustee with voting and dispositive power over the Company’s securities
held in the trusts; and
|
|
|
(f)
|
30,000
shares owned by Linda Rappaport and 36,400 shares that Linda Rappaport may
acquire upon the conversion of $1 million principal amount of the
Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012 owned
by her, the dispositive power and voting power of which is shared with
Jack Golsen. Jack Golsen has no pecuniary interest in the
shares beneficially owned by Linda
Rappaport.
|
|
(3)
|
The
amount shown is comprised of (a) 787,309 shares beneficially owned by
GFLLC as described in footnote (7), over which the reporting person shares
dispositive and investment power with Jack Golsen, and (b) 1,296,973
shares representing the reporting person’s percentage ownership of the
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, as a result of the reporting person’s ownership in
GFLLC. The amount shown doesnot include,
and the reporting person disclaims beneficial ownership of the shares
listed in
|
|
|
footnote
(2) above as beneficially owned by Jack Golsen (except the shares noted in
the preceding sentence).
|
|
|
(4)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
296,639
shares held directly;
|
|
|
(b)
|
11,250
shares issuable upon exercise of stock
options;
|
|
|
(c)
|
23,157
shares representing the reporting person’s percentage ownership of the
shares owned directly by GFLLC and that GFLLC has the right to acquire as
described in footnote (7) as a result of the reporting person’s ownership
in GFLLC; and
|
|
|
(d)
|
2,844,987
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, over which the reporting person shares investment and
dispositive control with Jack
Golsen.
|
|
|
The
amount shown does not include (i)
533 shares that Barry Golsen's wife owns, in which Barry Golsen disclaims
beneficial ownership and (ii) 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.
|
|
|
(5)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
263,915
shares held directly;
|
|
|
(b)
|
11,250
shares issuable upon exercise of stock
options;
|
|
|
(c)
|
61,306
shares representing the reporting person’s percentage ownership of the
shares owned directly by GFLLC and that GFLLC has the right to acquire as
described in footnote (7) and the reporting person’s percentage ownership
in the shares held by SBL and GPC as a result of the reporting person’s
ownership in GFLLC; and
|
|
|
(d)
|
483,648
shares representing the reporting person’s percentage ownership of the
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, as a result of the reporting person’s ownership in
SBL.
|
|
|
The
amount shown does not include
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.
|
|
|
(6)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
36,400
shares issuable upon the conversion of $1 million principal amount of
the Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012,
the dispositive and voting power of which is shared with Jack
Golsen;
|
|
|
(b)
|
30,000
shares owned directly, the dispositive and voting power of which is shared
with Jack Golsen;
|
|
|
(c)
|
61,306
shares representing the reporting person’s percentage ownership of the
shares owned directly by GFLLC and that GFLLC has the right to acquire as
described in footnote (7) and the reporting person’s percentage ownership
in the shares held by SBL and GPC as a result of the reporting person’s
ownership in GFLLC;
|
|
|
(d)
|
483,648
shares representing the reporting person’s percentage ownership of the
shares beneficially owned by SBL and GPC as described in footnotes (8) and
(9), respectively, as a result of the reporting person’s ownership in SBL;
and
|
|
|
(e)
|
154,033
shares that the reporting person’s spouse owns, for which the reporting
person disclaims beneficial
ownership.
|
|
|
The
amount shown does not include 89,440 shares owned of record by the Linda
F. Rappaport 1992 Trust, of which Linda F. Rappaport is the primary
beneficiary, but of which Linda F. Rappaport has no voting or dispositive
control.
|
|
|
(7)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
653,976
shares owned directly;
|
|
|
(b)
|
133,333 shares issuable upon the conversion of 4,000 shares of the
Company’s Series 2 Preferred; and
|
|
|
(c)
|
1,296,973
shares representing GFLLC's beneficial ownership in the shares held by SBL
and GPC as a result of the GFLLC's ownership in
SBL.
|
|
|
(8)
|
The
amount shown is comprised of the
following:
|
|
|
(a)
|
1,632,099
shares owned directly;
|
|
(b)
|
250,000
shares issuable upon the conversion of 1,000,000 shares of the
Company's Series D Preferred;
|
|
(c)
|
400,000
shares issuable upon the conversion of 12,000 shares of the Company's
Series B Preferred;
|
|
|
(d)
|
145,600
issuable shares upon the conversion of $4 million principal amount of
the Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012;
and
|
|
|
(e)
|
417,288
shares beneficially owned by SBL's wholly owned subsidiary, GPC, as
described in footnote (9).
|
|
|
(9)
|
The
amount shown is comprised of (a) 283,955 shares owned directly, and (b)
133,333 shares that may be acquired upon conversion of 4,000 shares of the
Company's Series B Preferred Stock.
|
|
|
(10)
|
Holders
of the Series B Preferred are entitled to one vote per share, and holders
of the Series D Preferred are entitled to .875 votes per
share. Both vote together with holders of Common
Stock. The amounts and percentages set forth in the table
reflect only the voting power of Common Stock into which the Series B
Preferred and the Series D Preferred are
convertible.
|
|
|
(11)
|
Jack
Golsen, Sylvia Golsen, Barry Golsen, Steven Golsen, and Linda Rappaport
each disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the other, as described in footnotes (2),
(3), (4), (5), and (6), respectively, except as stated in such
footnotes.
|
|
|
(12)
|
The
percentage ownership of each reporting person is based on 21,109,812
shares of Common Stock outstanding, as of December 31,
2008. 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. 38
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 | 467,726 (2) | 3,698,696 (2) | ||
| Sylvia H. Golsen | None | 2,084,282 (3) | ||
| Barry H. Golsen | 307,889 (4) |
2,868,145
(4)
|
||
| Steven J. Golsen | 275,165 (5) | 544,954 (5) | ||
| Linda F. Rappaport | 66,400 (6) | 698,987 (6) | ||
| Golsen Family, L.L.C. (1) | None | 2,084,282 (7) | ||
| SBL (1) | None | 2,884,987 (8) | ||
| GPC (1) | None | 417,288 (9) | ||
|
|
(1)
|
See
footnote (1) under paragraph (a) of this Item
5.
|
|
|
(2)
|
See
footnote (2), (10), and (11) under paragraph (a) of this Item 5.
|
|
|
(3)
|
See
footnotes (3), (10), and (11) under paragraph (a) of this Item
5
|
|
|
(4)
|
See
footnotes (4), (10), and (11) under paragraph (a) of this Item
5.
|
|
|
(5)
|
See
footnotes (5), (10), and (11) under paragraph (a) of this Item
5.
|
|
|
(6)
|
See
footnotes (6), (10), and (11) under paragraph (a) of this Item 5.
|
|
|
(7)
|
See
footnote (7) and (10) under paragraph (a) of this Item
5.
|
|
|
(8)
|
See
footnote (8) and (10) under paragraph (a) of this Item
5.
|
|
|
(9)
|
See
footnote (9) and (10) under paragraph (a) of this Item
5.
|
|
(c)
|
During
the 60 days prior to the filing of this Amendment No. 38 to this Schedule
13D, the following reporting persons effected transactions in the Common
Stock:
|
|
(i)
|
SBL
purchased 120,000 shares of Common Stock on the New York Stock Exchange,
for a total purchase price of $858,297, as
follows:
|
|
Security
|
Purchase Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/13/2008
|
100
|
$7.07
|
|
Common
Stock
|
11/13/2008
|
5,000
|
$7.08
|
|
Common
Stock
|
11/13/2008
|
1,500
|
$7.10
|
|
Common
Stock
|
11/13/2008
|
3,400
|
$7.46
|
|
Common
Stock
|
11/13/2008
|
10,000
|
$7.47
|
|
Common
Stock
|
11/13/2008
|
3,500
|
$7.50
|
|
Common
Stock
|
11/13/2008
|
717
|
$7.57
|
|
Common
Stock
|
11/13/2008
|
1,200
|
$7.79
|
|
Security
|
Purchase Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/13/2008
|
4,200
|
$7.80
|
|
Common
Stock
|
11/17/2008
|
100
|
$7.43
|
|
Common
Stock
|
11/17/2008
|
500
|
$7.44
|
|
Common
Stock
|
11/17/2008
|
100
|
$7.46
|
|
Common
Stock
|
11/17/2008
|
900
|
$7.47
|
|
Common
Stock
|
11/17/2008
|
900
|
$7.48
|
|
Common
Stock
|
11/17/2008
|
200
|
$7.49
|
|
Common
Stock
|
11/17/2008
|
2,655
|
$7.50
|
|
Common
Stock
|
11/20/2008
|
2,500
|
$7.34
|
|
Common
Stock
|
11/20/2008
|
10,028
|
$7.38
|
|
Common
Stock
|
11/20/2008
|
1,500
|
$7.39
|
|
Common
Stock
|
11/20/2008
|
1,000
|
$7.40
|
|
Common
Stock
|
11/21/2008
|
200
|
$6.67
|
|
Common
Stock
|
11/21/2008
|
9,800
|
$6.70
|
|
Common
Stock
|
12/02/2008
|
36,700
|
$7.00
|
|
Common
Stock
|
12/04/2008
|
300
|
$6.88
|
|
Common
Stock
|
12/04/2008
|
300
|
$6.89
|
|
Common
Stock
|
12/04/2008
|
200
|
$6.90
|
|
Common
Stock
|
12/04/2008
|
100
|
$6.91
|
|
Common
Stock
|
12/04/2008
|
100
|
$6.92
|
|
Common
Stock
|
12/04/2008
|
500
|
$6.93
|
|
Common
Stock
|
12/04/2008
|
300
|
$6.94
|
|
Common
Stock
|
12/04/2008
|
100
|
$6.95
|
|
Common
Stock
|
12/04/2008
|
600
|
$6.96
|
|
Common
Stock
|
12/04/2008
|
743
|
$6.97
|
|
Common
Stock
|
12/04/2008
|
400
|
$6.98
|
|
Common
Stock
|
12/04/2008
|
100
|
$6.99
|
|
Common
Stock
|
12/04/2008
|
9,025
|
$7.00
|
|
Common
Stock
|
12/05/2008
|
10,532
|
$7.00
|
|
(ii)
|
On
November 10, 2008, SBL purchased $4 million principal amount of the
Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012, which
are convertible into 145,600 shares of Common Stock, in a
privately
|
|
|
negotiated
transaction at a purchase price of $2,880,000, plus accrued interest of
$80,666.
|
|
(iii)
|
On
November 10, 2008, Linda Rappaport purchased $1 million principal amount
of the Company’s 5.5% Convertible Senior Subordinated Debentures Due 2012,
which are convertible into 36,400 shares of Common Stock, in a privately
negotiated transaction at a purchase price of $720,000, plus accrued
interest of $20,167.
|
|
(iv)
|
On
December 30, 2008, Linda Rappaport purchased 30,000 shares of Common Stock
on the New York Stock Exchange for a total purchase price of $213,263, as
follows:
|
|
Security
|
Purchase Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/29/2008
|
600
|
$7.06
|
|
Common
Stock
|
11/29/2008
|
1,740
|
$7.07
|
|
Common
Stock
|
11/29/2008
|
900
|
$7.08
|
|
Common
Stock
|
11/29/2008
|
14,057
|
$7.09
|
|
Common
Stock
|
11/29/2008
|
100
|
$7.10
|
|
Common
Stock
|
11/29/2008
|
601
|
$7.13
|
|
Common
Stock
|
12/5/2008
|
12,002
|
$7.14
|
|
Item
6.
|
Contracts,
Agreements, Underwritings or Relationships With
Respect to Securities of the
Issuer.
|
|
|
Item
6 of the Schedule 13D is unchanged, except as set forth
below.
|
|
|
On
November 11, 2008, SBL pledged 827,397 shares of Common Stock pursuant to
a Security Agreement, dated the same date (the “Security Agreement”) to
secure a promissory note, dated the same date, executed by SBL in favor of
The Bank of The West. The promissory note has an original
principal amount of approximately $2.5 million and a term of five
years. In addition to standard default and similar provisions
contained in the
|
|
Item
7.
|
Materials to be Filed
as Exhibits.
|
|
24.1
|
Powers
of Attorney executed by Barry H. Golsen, Steven J. Golsen, and Sylvia H.
Golsen are filed as Exhibit 24.1 to Amendment No. 33 to this Schedule 13D
and are incorporated herein by
reference.
|
|
24.2
|
Power
of Attorney, dated December 29, 2008, executed by Linda F.
Rappaport.
|
|
99.1
|
Joint
Filing Statement, dated September 19, 2007, is filed as Exhibit 99.1 to
Amendment No. 34 and is incorporated herein by
reference.
|
|
99.2
|
Joint
Filing Statement, dated December 29, 2008, executed by Linda F.
Rappaport.
|
|
99.3
|
Convertible
Note between the Company and Jack E. Golsen filed as Exhibit (a) to the
original Schedule 13D and is incorporated herein by
reference.
|
|
99.4
|
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.
|
|
99.5
|
Stacy
L. Rappaport 2007 Irrevocable Trust Agreement, dated January 15, 2007, is
filed as Exhibit No. 99.4 to Amendment No. 34 and is incorporated herein
by reference. The Joshua B. Golsen 2007 Irrevocable Trust
Agreement, Adam Z. Golsen 2007 Irrevocable Trust Agreement, Amy G.
Rappaport 2007 Irrevocable Trust Agreement, Lori R. Rappaport 2007
Irrevocable Trust Agreement, Michelle L. Golsen 2007 Irrevocable Trust
Agreement, and Preston Ayden Mattingly 2007 Irrevocable Trust Agreement,
each dated January 15, 2007, are substantially similar to the Stacy L.
Rappaport 2007 Irrevocable Trust Agreement, except each trust is named for
primary beneficiary of such trust, and copies of the same will be supplied
to the Commission upon request.
|
|
99.6
|
Barry
H. Golsen 2007 Irrevocable Trust Agreement, dated January 15, 2007, is
filed as Exhibit 99.5 to Amendment No. 34 and is incorporated herein by
reference. The Steven J. Golsen 2007 Irrevocable Trust
Agreement and Linda F. Rappaport 2007 Irrevocable Trust Agreement, each
dated January 15, 2007, are substantially similar to the Barry H. Golsen
2007 Irrevocable Trust Agreement, except each
trust
|
|
|
is
named for primary beneficiary of such trust, and copies of the same will
be supplied to the Commission upon
request.
|
|
99.7
|
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.
|
|
99.8
|
Shareholder's
Agreement, effective December 1, 1995, among Barry H. Golsen, Sylvia
Golsen and SBL Corporation is filed as Exhibit 99.7 to Amendment No. 33
and is incorporated herein by reference.
|
|
99.9
|
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.
|
|
99.10
|
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.
|
|
99.11
|
Rule
10B5-1 Sales Plan, dated March 15, 2008, between SBL, L.L.C. and Capital
West Securities, Inc. is filed as Exhibit 99.10 to Amendment No. 37 and is
incorporated herein by reference.
|
|
99.12
|
Security
Agreement, dated November 7, 2008, executed by SBL, L.L.C. in favor of The
Bank Of The West.
|