|
(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)
|
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
|
465,325
|
|
|
Number
of Shares
|
(8) | Shared Voting Power |
3,579,997
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
465,325
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
3,579,997
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
4,045,552
|
|
|
(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)
|
18.60%
|
|
|
(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)
|
10.61%
|
|
|
(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.
73-1477865 |
|
|
(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
|
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)
|
11.94%
|
|
|
(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
73-0798005
|
|
|
(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)
|
1.99%
|
|
|
(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)
|
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
|
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)
|
13.63%
|
|
|
(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
|
280,165
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
500,045
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
280,165
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
500,045
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
780,210
|
|
|
(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)
|
3.71%
|
|
|
(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
|
2,264,509
|
|
|
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)
|
10.41%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
00
|
|
|
•
|
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);
|
|
|
•
|
SBL,
L.L.C., an Oklahoma limited liability company
("SBL");
|
|
|
•
|
Golsen
Petroleum Corporation ("GPC"), an Oklahoma corporation and a
wholly-owned subsidiary of SBL; and
|
|
|
•
|
Golsen
Family, L.L.C., an Oklahoma limited liability company
(“GFLLC”).
|
|
1.
|
On
November 15, 2007, the Sylvia H. Golsen Trust, of which Sylvia
H. Golsen
is trustee, pledged 370,000 shares of common stock as security
for a loan,
the proceeds of which were used to fund the payment of income tax
owing as
a result of the exercise by Jack Golsen of the
1999
|
|
|
NQSO. Such
loan was repaid and such shares were released on November 20,
2007.
|
|
2.
|
On
November 29, 2007 the Golsen Family, L.L.C. entered into a 10b5-1
Sales
Plan for the sale of up to 200,000 shares of common
stock.
|
|
3.
|
On
December 14, 2007, Barry Golsen entered into a 10b5-1 Sales Plan
for the
sale of up to 40,000 shares of common
stock.
|
|
4.
|
On
December 14, 2007, the Steven J. Golsen Revocable Trust, of which
Steven
Golsen is the settlor and trustee, entered into a 10b5-1 Sales Plan
for
the sale of up to 5,000 shares of common
stock.
|
|
54.
|
Reference
is made to (a) Item 5(c) of this Amendment No. 36 for a disclosure
of
certain other transactions in the Common Stock that were effected
by
certain reporting persons and (b) Items 4 and 6 of this Amendment
No. 36
for other agreements relating to Company securities held by certain
reporting persons.
|
|
|
(a)
|
the
BHG Plan will terminate not later than the earlier of January 2,
2009, or
the date that all shares of Common Stock covered by the BHG Plan
have been
sold in accordance with such plan, unless sooner terminated by
Seller;
|
|
|
(b)
|
the
sale price of Common Stock sold under the BHG Plan will be at a
price per
share (before selling expenses) at or above the current market
price or
$22.90, whichever is higher;
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
|
(d)
|
sales
of Common Stock under the BHG Plan will be made in the discretion
of the
broker, subject to the terms and conditions of the BHG
Plan.
|
|
|
(a)
|
the
SJG Trust Plan will terminate not later than the earlier of January
2,
2009, or the date that all shares of Common Stock covered by the
SJG Trust
Plan have been sold in accordance with such plan, unless sooner
terminated
by Seller;
|
|
(b)
|
the
sale price of Common Stock sold under the SJG Trust Plan will be
at a
price per share (before selling
expenses) at or above the current market price or $23.25, whichever
is
higher;
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
(d)
|
sales
of Common Stock under the SJG Trust Plan will be made in
the discretion of
the broker, subject to the terms and conditions of the SJG
Trust
Plan.
|
|
|
(a)
|
the
GFLLC Plan will terminate not later than the earlier of
November 29, 2008,
or the date that all shares of Common Stock covered by
the GFLLC Plan have
been sold in accordance with such plan, unless sooner terminated
by
Seller;
|
|
|
(b)
|
the
sale price of Common Stock sold under the GFLLC Plan will
be at a price
per share (before selling expenses) at or above the current
market price
or $23.00, whichever is higher;
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
|
|
(d)
|
sales
of Common Stock under the GFLLC Plan will be made in the
discretion of the
broker, subject to the terms and conditions of the GFLLC
Plan.
|
|
|
(a)
|
The
following table sets forth as of the filing date of this
Amendment 36 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 | 4,045,322 (2) (3) (4) (5) (8) | 18.59% | ||
| Sylvia H. Golsen |
2,264,509
(2) (3) (8) (9)
|
10.41% | ||
| SBL (1) |
2,579,387
(3) (11)
|
11.94% | ||
| GPC (1) | 417,288 (10) (11) | 1.99% | ||
| Golsen Family, L.L.C. (1) | 2,264,509 (2) (3) (11) | 10.41% | ||
| Barry H. Golsen |
2,954,473
(2) (3) (6) (8)
|
13.63% | ||
| Steven J. Golsen |
780,210
(2) (3) (7) (8)
|
3.71% | ||
|
(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 Sylvia 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
F.
Rappaport 2007 Irrevocable Trust (89,440 shares); and (j) Preston
Ayden
Mattingly 2007 Irrevocable Trust (5,000 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 4,000 shares that may be acquired upon conversion
of
a promissory note.
|
|
|
(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) 233,915 shares held of record by the Steven
J.
Golsen Revocable Trust, dated May 22, 2006 (the “SJG Trust”), of which
Steven Golsen is the settlor and trustee possessing voting and dispositive
control over the Common Stock held by the SJG Trust; 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) (3) (4)
and (5)
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 20,827,088
shares of Common Stock outstanding, as of November 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. 36
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 | 465,325 (2) | 3,579,997 (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 | 280,165 (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
which were not
previously disclosed in this Schedule 13D, as
follows:
|
|
(i)
|
As
described in the Introduction to this Amendment No. 36,
Jack Golsen sold a
total of 176,500 shares of common stock over the American
Stock Exchange
at the prices and on the dates
indicated:
|
|
Security
|
Sale
Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/14/2007
|
11,400
|
$23.00
|
|
Common
Stock
|
11/14/2007
|
10,000
|
$23.10
|
|
Common
Stock
|
11/14/2007
|
45,000
|
$23.26
|
|
Common
Stock
|
11/14/2007
|
40,000
|
$23.30
|
|
Common
Stock
|
11/14/2007
|
25,000
|
$23.35
|
|
Common
Stock
|
11/15/2007
|
3,100
|
$23.00
|
|
Common
Stock
|
11/15/2007
|
7,000
|
$23.03
|
|
Common
Stock
|
11/15/2007
|
2,200
|
$23.10
|
|
Common
Stock
|
11/15/2007
|
7,800
|
$23.11
|
|
Common
Stock
|
11/15/2007
|
5,100
|
$23.12
|
|
Common
Stock
|
11/15/2007
|
4,800
|
$23.30
|
|
Common
Stock
|
11/15/2007
|
5,100
|
$23.40
|
|
Common
Stock
|
11/15/2007
|
5,000
|
$23.45
|
|
Common
Stock
|
11/15/2007
|
5,000
|
$23.48
|
|
(ii)
|
As
described in the Introduction to this Amendment No. 36,
Steven J Golsen,
through the SJG Trust sold a total of 15,000 shares of
common stock over
the American Stock Exchange at the prices and on the
dates
indicated:
|
|
Security
|
Sale
Date
|
Number
of
Shares |
Price
|
|
Common
Stock
|
11/27/2007
|
5,000
|
$22.00
|
|
Common
Stock
|
11/28/2007
|
5,000
|
$22.00
|
|
Common
Stock
|
11/28/2007
|
4,400
|
$22.20
|
|
Common
Stock
|
11/28/2007
|
600
|
$22.21
|
|
(iii)
|
On
November 15, 2007, the Sylvia H. Golsen Trust, of which
Sylvia H. Golsen
is trustee, as nominee for the Golsen Family, L.L.C. ,
pledged 370,000
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, from Jack Golsen to Bank of the West. The
loan proceeds
were used to finance the payment of income tax owing by
Jack Golsen as a
result of his exercise of his Nonqualified Stock Option
Agreement, dated
July 8, 1999. The promissory note has an original principal
amount of $1,804,500 and a maturity date of November 15,
2008. In addition to standard default provisions contained in
the Security Agreement, Bank of the West retained the right
to all
dividends paid in connection with the collateral. On November
20, 2007, the promissory note was paid in full and, as
a result the
Security Agreement terminated, and the 370,000 shares of
common stock
pledged under the Security Agreement were
released.
|
|
(iv)
|
On
November 7, 2007, Jack Golsen entered into a 10B5-1 Sales
Plan with
Capital West Securities, Inc. (the “10B5-1 Sales Plan”). The
10B5-1 Sales Plan provided for the sale of up to an aggregate
176,500
shares of Common Stock in accordance with Rule 10B5-1
of the Exchange
Act. The 10B5-1 Sales Plan was terminated on November 9, 2007,
without any shares of common stock being sold under the
10B5-1 Sales Plan.
The 10B5-1 Sales Plan contained the following terms,
among
others:
|
|
|
(a)
|
the
10B5-1 Sales Plan will terminate not later than the earlier
of November 7,
2008, or the date that all shares of Common Stock covered
by the 10B5-1
Sales Plan have been sold in accordance with such plan,
unless sooner
terminated by Seller;
|
|
|
(b)
|
the
sale price of Common Stock sold under the 10B5-1 Sales Plan
will be at a price per share (before selling expenses)
at or above the
current market price or $24.75, whichever is
higher;
|
|
|
(c)
|
all
sales will be made on the American Stock Exchange;
and
|
|
|
(d)
|
sales
of Common Stock under the 10B5-1 Sales Plan will be made
in the discretion
of the Broker, subject to the terms and conditions of
each 10B5-1 Sales
Plan.
|
|
(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, 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.
|
|
99.1
|
Joint
Filing Statement, dated September 19, 2007,
between the reporting persons
is filed as Exhibit 99.1 to Amendment No. 34
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 2007 Irrevocable Trust Agreement,
dated January 15, 2007, is
filed as Exhibit No. 99.4 to Amendment No.
34 and is incorporated herein
by reference. The Joshua B. Golsen 2007 Irrevocable Trust
Agreement, Adam Z. Golsen 2007 Irrevocable
Trust Agreement, Amy G.
Rappaport 2007 Irrevocable Trust Agreement,
Lori R. Rappaport 2007
Irrevocable Trust Agreement, Michelle L. Golsen
2007 Irrevocable Trust
Agreement, and Preston Ayden Mattingly 2007
Irrevocable Trust Agreement, each dated January
15, 2007, are
substantially similar to the Stacy L. Rappaport
2007 Irrevocable Trust
Agreement, except each trust is named for primary
beneficiary of such
trust, and copies of the same will be supplied
to the Commission upon
request.
|
|
99.5
|
Barry
H. Golsen 2007 Irrevocable Trust Agreement,
dated January 15, 2007, is
filed as Exhibit 99.5 to Amendment No. 34 and
is incorporated herein by
reference. The Steven J. Golsen 2007 Irrevocable Trust
Agreement and Linda F. Rappaport 2007 Irrevocable
Trust Agreement, each
dated January 15, 2007, are substantially similar
to the Barry H. Golsen
2007 Irrevocable Trust Agreement, except each
trust is named for primary
beneficiary of such trust, and copies of the
same will be supplied to the
Commission upon request.
|
|
99.6
|
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 is filed as Exhibit
99.7 to Amendment No. 33
and is incorporated herein by
reference.
|
|
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
|
Rule
10b5-1 Sales Plan, dated December 14, 2007,
between Barry H. Golsen and
Capital West Securities, Inc.
|
|
99.11
|
Rule
10b5-1 Sales Plan, dated December 14, 2007,
between the Steven J. Golsen
Revocable Trust, dated May 22, 2006, and Capital
West Securities,
Inc.
|
|
99.12
|
Rule
10b5-1 Sales Plan, dated November 29, 2007,
between the Golsen Family,
L.L.C. and Capital West Securities,
Inc.
|