|
(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
|
382,362
|
|
|
Number
of Shares
|
(8) | Shared Voting Power | 3,518,060 | |
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
382,362
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
3,518,060
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,900,422
|
|
|
(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)
|
18.86%
|
|
|
(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 |
1,910,472
|
|
|
Beneficially
|
|
|
|
|
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
1,910,472
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,910,472
|
|
|
(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)
|
9.63%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(1)
|
Names
of Reporting Persons, I.R.S. Identification
No.
of above Persons (entities only)
|
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)
|
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
|
2,679,313
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
||||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,679,313
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,679,313
|
|
|
(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)
|
13.16%
|
|
|
(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
|
478,037
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
-
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
478,037
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
478,037
|
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
|
[
]
|
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11)
|
2.42%
|
|
|
(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)
|
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
|
377,889
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
2,872,320
|
|
| Beneficially | ||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
377,889
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
2,872,320
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,250,219
|
|
|
(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)
|
15.91%
|
|
|
(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)
|
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
|
295,165
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
601,317
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
295,165
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
601,317
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
896,482
|
|
|
(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)
|
4.55%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
(1)
|
Names
of Reporting Persons, I.R.S.
Identification
No.
of above Persons (entities only)
|
Linda Golsen 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)
|
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
|
82,552
|
||
|
|
||||
|
Number
of Shares
|
(8)
|
Shared
Voting Power
|
663,415
|
|
|
Beneficially
|
||||
|
Owned
by Each
|
(9)
|
Sole
Dispositive Power
|
82,552
|
|
|
Reporting
Person
|
|
|||
|
With:
|
(10)
|
Shared
Dispositive Power
|
663,415
|
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
745,967
|
|
|
(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)
|
3.80%
|
|
|
(14)
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
1.
|
On
March 13, 2007, GPC exchanged 26,467 shares of the Company’s $3.25
Convertible Exchangeable Preferred Stock, Series 2 (the “Series 2
Preferred”) for 195,855 shares of the Company’s Common Stock pursuant to
the terms of the offer to exchange conducted by the Company in accordance
with the Schedule TO and exhibits thereto filed by the Company with
the
Securities and Exchange Commission (“SEC”) on February 9, 2007 (the “Offer
to Exchange”).
|
|
2.
|
As
described in Item 4 of this Amendment 33, Linda Golsen Rappaport
is no
longer a reporting person under this Schedule 13D and will no longer
file
as a reporting person with respect to this Schedule 13D unless Rappaport’s
beneficial interest in the Common Stock or the Series 2 Preferred
increases to 5% or more.
|
|
3.
|
As
noted in Item 5(b), below, the outstanding common stock of SBL is
owned by
Sylvia H. Golsen (40%), Barry H. Golsen (20%), Steven J. Golsen (20%),
and
Linda Golsen Rappaport (20%). The reporting of such individuals’
beneficial ownership over the Company’s securities held by SBL and its
wholly owned subsidiary, GPC, has been revised to reflect each person’s
proportionate interest in SBL, based on their respective percentage
ownership of SBL’s outstanding common stock. As of March 29, 2007, Jack E.
Golsen and Barry H. Golsen were the sole directors and officers of
SBL and
GPC, and as such, possess voting and dispositive power over the Company’s
securities held by SBL and GPC.
|
|
4.
|
Reference is made to (a) Item 5(c) of this Amendment No. 33 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. 33 and (b) Item 6 of this Amendment No. 33 for other agreements relating to Company securities held by certain reporting persons. |
|
Item
1.
|
Security
and Issuer.
Item
1 of this Schedule 13D is
unchanged.
|
|
Item
2.
|
Identity
and Background.
Item
2 of this Schedule 13D is
unchanged.
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
As
disclosed in Item 5(c), GPC tendered to the Company 26,467 shares
of
Series 2 Preferred owned by GPC in consideration for the 195,855
shares of
Common Stock acquired by GPC in the Offer to Exchange.
This
Item 3 is not applicable to the other agreements and transactions
described in Items 5 and 6 of this Amendment
33.
|
|
Item
4.
|
Purpose
of Transaction.
The
reporting persons do not presently have any plans or proposals
required to
be reported under Item 4 of this Schedule 13D, except as described
below.
Offer
to Exchange.
As
described in Amendment No. 32 to the Schedule 13D, filed with
the SEC on
January 4, 2007, the Company entered into an Agreement (the “Agreement”)
on November 10, 2006, with Kent C. McCarthy, Jayhawk Capital
Management, L.L.C., Jayhawk Institutional Partners, L.P., and
Jayhawk
Investments, L.P. (collectively, the “Jayhawk Group”). The Agreement
provides that if the Company undertakes, in its sole discretion,
within
one year from the date of the Agreement, a tender or exchange offer
for the Series 2 Preferred, the Jayhawk Group will (a) tender or
exchange an aggregate total of only 180,450 shares of the Series
2
Preferred owned by the Jayhawk Group and (b) waive their rights to
all accrued and unpaid dividends on the Series 2 Preferred tendered
or
exchanged.
|
|
|
unless
Rappaport’s beneficial ownership increases to 10% or
more.
|
|
Item
5.
|
Interest
in Securities of the
Issuer
|
|
(a)
|
The
following table sets forth as of the filing date of this Amendment
32 the
aggregate number and percentage of the class of Common Stock of the
Company identified pursuant to Item 1 beneficially owned by each
person
named in Item 2:
|
|
|
Person
|
Amount | Percent (10) | |
| Jack E. Golsen | 3,900,422 (1) (2) (6) (9) | 18.86% | ||
| Sylvia H. Golsen | 1,910,472 (1) (6) (7) | 9.63% | ||
| SBL | 2,679,313 (1) (9) | 13.16% | ||
| GPC | 478,037 (8) (9) | 2.42% | ||
| Barry H. Golsen | 3,250,208 (1) (3) (6) | 15.91% | ||
| Steven J. Golsen | 896,482 (1) (4) (6) | 4.55% | ||
| Linda Golsen Rappaport | 745,967 (1) (5) (6) | 3.80% | ||
| ____________________ |
|
(1)
|
The
amount shown in-cludes (i) 1,512,099 shares held directly by SBL;
(ii)
250,000 shares that SBL has the right to acquire upon the con-version
of
1,000,000 shares of the Company's Series D Preferred owned of record
by SBL; (iii) 400,000 shares that SBL has the right to acquire upon
the
con-version of 12,000 shares of the Company's Series B Preferred
owned of record by SBL; (iv) 39,177 shares that SBL has the right
to
acquire upon the conversion of 9,050 shares of the Company’s Class C,
Series 2 Stock owned of record by SBL; and (v) 478,037 shares beneficially
owned by SBL's wholly owned subsidiary, GPC, which includes (1) 133,333
shares that GPC has the right to acquire upon conversion of 4,000
shares
of Series B Preferred owned of record by GPC, and (2) 60,749 shares
that
GPC has the right to acquire upon conversion of 14,033 shares of
Series 2
Preferred owned of record by GPC. The relation-ship between Jack
E.
Golsen, Sylvia H. Golsen, Barry H. Golsen, Steven J. Golsen, Linda
Golsen
Rappaport, SBL, and GPC is described in more detail in paragraph
(b) of
this Item 5.
|
|
(2)
|
The
amount shown includes (i) 68,529 shares held indirectly by the Jack
E.
Golsen 1992 Revocable Trust; (ii) 4,000 shares that Jack E. Golsen
has the
right to acquire upon conversion of a promissory note, (iii) 133,333
shares that J. Golsen has the right to acquire upon the conversion
of
4,000 shares of the Series B Preferred Stock owned of record by the
Jack
E. Golsen 1992 Revocable Trust; (iv) 176,500 shares that Jack E.
Golsen may acquire upon the exercise of Company nonqualified stock
options; and (v) 838,747 shares owned by the Sylvia H. Golsen 1992
Revocable Trust of which Sylvia H. Golsen is the
trustee.
|
|
(3)
|
The
amount shown does not include (i) 533 shares that Barry Golsen's
wife
owns, in which Barry Golsen disclaims beneficial ownership and (ii)
89,440
shares owned of record by the Barry H. Golsen 1992 Trust, of which
Barry
H. Golsen is the primary beneficiary, but of which Barry H. Golsen
has no
voting or dispositive control. Such amount does include (a) 311,639
shares
held directly by Barry H. Golsen; (b) 34,750 shares owned of record
by the
Amy G. Rappaport Trust No. J-1, of which Barry H. Golsen is a Co-Trustee;
(c) 30,704 shares owned of record by the Joshua B. Golsen Trust No.
J-1,
of which Barry H. Golsen is a Co-Trustee; (d) 35,638 shares owned
of
record by the Adam Z. Golsen Trust No. J-1, of which Barry H. Golsen
is a
Co-Trustee; (e) 28,638 shares owned of record by the Stacy L. Rappaport
Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; (f) 35,638
shares
owned of record by the Michelle L. Golsen Trust No. J-1, of which
Barry H.
Golsen is a Co-Trustee; (g) 27,638 shares owned of record by the
Lori R.
Rappaport Trust No. J-1, of which Barry H. Golsen is a Co-Trustee;
and (h)
66,250 shares which Barry H. Golsen may acquire upon exercise of
nonqualified stock options.
|
|
(4)
|
The
amount shown does not include 84,440 shares owned of record by the
Steven
J. Golsen 1992 Trust, of which Steven J. Golsen is the primary
beneficiary, but of which Steven J. Golsen has no voting or dispositive
control. Such amount does include (i) 248,915 shares held directly
by
Steven J. Golsen; (ii) 34,750 shares owned of record by the Amy G.
Rappaport Trust No. J-1, of which Steven J. Golsen is a Co-Trustee;
(iii)
30,704 shares owned of record by the Joshua B. Golsen Trust No. J-1,
of
which Steven J. Golsen is a Co-Trustee; and(iv) 46,250 shares which
Steven
J. Golsen may acquire upon exercise of nonqualified stock
options.
|
|
(5)
|
The
amount shown does not include 70,200 shares that Mrs. Rappaport's
husband
owns and 185,000 shares which Mrs. Rappaport's husband may acquire
upon
exercise of nonqualified stock options of the Company, for which
Mrs. Rappaport disclaims bene-ficial 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 con-trol. Such
amount does include (i) 82,552 shares held directly by Linda F.
Rappaport;(ii) 35,638 shares owned of record by the Adam Z. Golsen
Trust
No. J-1, of which Linda F. Rappaport is a Co-Trustee; (iii) 28,638
shares
owned of record by the Stacy L. Rappaport Trust No. J-1, of which
Linda F.
Rappaport is a Co-Trustee; (iv) 35,638 shares owned of record by
the
Michelle L. Golsen Trust No. J-1 of which Linda F. Rappaport is a
Co-Trustee; and (v) 27,638 shares owned of record by the Lori R.
Rappaport
Trust No. J-1, of which Linda F. Rappaport is a
Co-Trustee.
|
|
(6)
|
Jack
E. Golsen and Sylvia H. Golsen each disclaims beneficial ownership
of (i)
the shares of Common Stock owned of record by Barry H. Golsen, the
shares
that Barry H. Golsen has the right to acquire under the Company's
incentive stock options, and the shares considered beneficially owned
by
Barry H. Golsen as a result of his position as trustee of certain
trusts;
(ii) the shares owned of record by Steven J. Golsen, the shares that
Steven J. Golsen has the right to acquire under the Company's incentive
stock options, and the shares considered beneficially owned by Steven
J.
Golsen as a result of his position as trustee of certain trusts;
and (iii)
the shares owned of record by Linda Golsen Rappaport, and the shares
considered beneficially owned by Linda Golsen Rappaport as a result
of her
position as a trustee of certain trusts. Barry H. Golsen, Steven
J. Golsen
and Linda Golsen Rappaport disclaim bene-ficial ownership of the
shares
beneficially owned by Jack E. Golsen and Sylvia H. Golsen (except
Barry
Golsen with respect to the shares owned by SBL and its subsidiary,
GPC).
|
|
(7)
|
The
amount shown does not include, and Sylvia H. Golsen disclaims beneficial
ownership of the shares listed in footnote (2) above as beneficially
owned
by Jack E. Golsen (other than the 838,747 shares held by the Sylvia
H.
Golsen 1992 Revocable Trust of which Sylvia
|
|
|
H.
Golsen is trustee).
|
|
(8)
|
The
amount shown includes (i) 283,955 shares held directly by GPC, (ii)
133,333 shares that GPC has the right to acquire upon conversion
of 4,000
shares of the Company's Series B Preferred Stock owned of record
by GPC,
and (iii) 60,749 shares that GPC has the right to acquire upon conversion
of 14,033 shares of Series 2 Preferred owned of record by GPC. The
relationship between Jack E. Golsen, Sylvia H. Golsen, Barry H. Golsen,
Steven J. Golsen, Linda Golsen Rappaport, SBL, and GPC is described
in
more detail in paragraph (b) of this Item
5.
|
|
(9)
|
Holders
of the Series B Preferred are entitled to one vote per share, and
holders
of the Series D Preferred are entitled to .875 votes per share. Both
vote
together with holders of Common Stock. The holders of the Series
2
Preferred have no voting rights, except as required by law and except
that
such holders have the right to vote as a separate class to elect
two
directors, if the equivalent of six full quarterly dividends on the
Series
2 Preferred are accrued and unpaid. This Series 2 Preferred voting
right
continues until the earlier of (a) the date that all dividends due
on such
shares are paid in full or (b) the date that less than 140,000 shares
of
Series 2 Preferred remain outstanding. The amounts and percentages
set
forth in the table reflect only the voting power of Common Stock
into
which the Series B Preferred, the Class C, Series 2 Preferred, and
the
Series D Preferred are convertible.
|
|
(10)
|
The
percentage ownership of each reporting person is based on 19,479,139
shares of Common Stock outstanding, as of March 19, 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
33 for
each person and entity identified under paragraph (a), the number
of
shares of Common Stock as to which the person
|
|
|
and
entity has (1) the sole power to vote or direct the voting, (2) shared
power to vote or direct the voting, (3) the sole power to dispose
or to
direct the disposition, or(4) shared power to dispose or to direct
the
disposition:
|
|
|
Person
or Entity
|
Sole
Voting
and
Power
of
Disposition
|
Shared
Voting
and
Power of
Disposition
|
|
| Jack E. Golsen | 382,632 (1) (5) (12) | 3,518,060 (2) (3) (5) | ||
| Sylvia H. Golsen | None | 1,910,472 (2) (3) (11) | ||
| SBL | None |
2,679,313
(2) (12)
|
||
| GPC | None | 478,037 (4) (12) | ||
| Barry H. Golsen | 377,889 (6) | 2,872,319 (2) (7) | ||
| Steven J. Golsen | 295,165 (8) | 601,317 (2) (9) | ||
| Linda Golsen Rappaport | 82,552 | 663,415 (2) (10) | ||
| ____________________ |
|
(1)
|
The
amount shown includes (a) 68,529 shares held indirectly by the Jack
E.
Golsen 1992 Revocable Trust; (b) 4,000 shares that Jack E. Golsen
has the
right to acquire upon conversion of a promissory note; (c) 133,333
shares that J. Golsen has the right to acquire upon the conver-sion
of
4,000 shares of the Series B Preferred Stock owned of record by him;
and
(d) 176,500 shares that Jack E. Golsen may acquire upon the exercise
of
nonqualified stock options.
|
|
(2)
|
See
footnote (1) under paragraph (a) of this Item
5.
|
|
(3)
|
The
amount shown includes 838,747 shares of Common Stock owned by the
Sylvia
H. Golsen 1992 Revocable Trust of which Sylvia H. Golsen is
trustee.
|
|
(4)
|
See
footnote (8) under paragraph (a) of this Item
5.
|
|
(5)
|
See
footnote (6) under paragraph (a) of this Item
5.
|
|
(6)
|
The
amount shown includes (a) 311,639 shares held directly by Barry H.
Golsen;
and (b) 66,250 shares which
|
|
|
Barry
H. Golsen may acquire upon exercise of nonqualified stock options
of the
Company.
|
|
(7)
|
The
amount shown does not include 89,440 shares owned of record by the
Barry
H. Golsen 1992 Trust, of which Barry H. Golsen has no voting or
dispositive power and 533 shares that Barry Golsen's wife owns in
which
Barry Golsen dis-claims beneficial ownership. Such amount does include
(a)
34,750 shares owned of record by the Amy G. Rappaport Trust No. J-1,
of
which Barry H. Golsen is a Co-Trustee; (b) 30,704 shares owned of
record
by the Joshua B. Golsen Trust No. J-1, of which Barry H. Golsen is
a
Co-Trustee; (c) 35,638 shares owned of record by the Adam Z. Golsen
Trust No. J-1, of which Barry H. Golsen is a Co-Trustee; (d) 28,638
shares
owned of record by the Stacy L. Rappaport Trust No. J-1, of which
Barry H.
Golsen is a Co-Trustee; (e) 35,638 shares owned of record by the
Michelle
L. Golsen Trust No. J-1, of which Barry H. Golsen is a Co-Trustee;
and (f)
27,638 shares owned of record by the Lori R. Rappaport Trust No.
J-1, of
which Barry H. Golsen is a
Co-Trustee.
|
|
(8)
|
The
amount shown includes (a) 248,915 shares held directly by Steven
J.
Golsen; and (b) 46,250 shares which Steven J. Golsen may acquire
upon
exercise of nonqualified stock options of the
Company.
|
|
(9)
|
The
amount shown does not include 84,440 shares owned of record by the
Steven
J. Golsen 1992 Trust, of which Steven J. Golsen has no voting or
dispositive power. Such amount includes (a) 34,750 shares owned of
record
by the Amy G. Rappaport Trust No. J-1, of which Steven J. Golsen
is a
Co-Trustee; and (b) 30,704 shares owned of record by the Joshua B.
Golsen
Trust No. J-1, of which Steven J. Golsen is a
Co-Trustee.
|
|
(10)
|
The
amount shown does not include 70,200 shares that Mrs. Rappaport's
husband
owns and 185,000 shares which Mrs. Rappaport's husband may acquire
upon
exercise of nonqualified stock options of the Company, for which
Mrs. Rappaport disclaims beneficial ownership. The amount shown does
not include 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 con-trol. Such
amount does include (i) 35,638 shares owned of record by the Adam
Z.
Golsen Trust No. J-1, of which Linda F. Rappaport is a Co-Trustee;
(ii)
28,638 shares owned of record by the Stacy L. Rappaport
Trust
|
|
|
No.
J-1, of which Linda F. Rappaport is a Co-Trustee; (iii) 35,638 shares
owned of record by the Michelle L. Golsen
Trust No. J-1, of which Linda F. Rappaport is a Co-Trustee; and (iv)
27,638 shares owned of record by the Lori R. Rappaport Trust No.
J-1, of
which Linda F. Rappaport is a
Co-Trustee.
|
|
(11)
|
See
footnotes (6) and (7) under paragraph (a) of this Item
5.
|
|
(12)
|
See
footnote (9) under paragraph (a) of this Item
5.
|
|
(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)
|
The
Jack E. Golsen 1992 Revocable Trust, of which Jack E. Golsen is the
settler and trustee, sold a total of 25,000 shares of common stock
in the
open market at the prices indicated pursuant to a 10b5-1 Sales Plans,
dated December 5, 2006:
|
|
Security
|
Sale
Date
|
Number
of Shares
|
Price
|
|
Common
Stock
|
02/09/2007
|
1,400
|
$15
|
|
Common
Stock
|
02/12/2007
|
3,600
|
$15
|
|
Common
Stock
|
02/12/2007
|
2,500
|
$15.1
|
|
Common
Stock
|
02/12/2007
|
3,829
|
$15.12
|
|
Common
Stock
|
02/12/2007
|
3,671
|
$15.2
|
|
Common
Stock
|
02/12/2007
|
200
|
$15.24
|
|
Common
Stock
|
02/12/2007
|
4,800
|
$15.27
|
|
Common
Stock
|
02/05/2007
|
5,000
|
$15
|
|
(ii)
|
Jack
E. Golsen sold a total of 25,000 shares of common stock in the open
market
at the prices indicated pursuant to a 10b5-1 Sales Plans, dated December
5, 2006:
|
|
Security
|
Sale
Date
|
Number
of Shares
|
Price
|
|
Common
Stock
|
02/12/2007
|
45
|
$15.1
|
|
Common
Stock
|
02/12/2007
|
3,702
|
$15.15
|
|
Common
Stock
|
02/12/2007
|
5,248
|
$15.16
|
|
Common
Stock
|
02/12/2007
|
2,400
|
$15.17
|
|
Common
Stock
|
02/12/2007
|
1,300
|
$15.18
|
|
Common
Stock
|
02/12/2007
|
5,000
|
$15.19
|
|
Common
Stock
|
02/12/2007
|
7,305
|
$15.2
|
|
(iii)
|
As
described in the Introduction to this Amendment 33, on March 13,
2007, GPC
exchanged 26,467 shares of the Company’s $3.25 Convertible Exchangeable
Preferred Stock, Series 2 (the “Series 2 Preferred”) for 195,855 shares of
the Company’s Common Stock pursuant to the terms of the offer to exchange
conducted by the Company in accordance with the Schedule TO and exhibits
thereto filed by the Company with the SEC on February 9, 2007 (the
“Offer
to Exchange”).
|
|
(d)
|
See
Item 6 below.
|
|
(e)
|
Not
applicable.
|
|
24.1
|
Powers
of Attorney executed by Barry H. Golsen and Steven J.
Golsen.
|
|
99.1
|
Agreement
of the reporting persons (other than Linda Rappaport) as to joint
filing
of this Schedule 13D.
|
|
99.2
|
Convertible
Note between the Company and Jack E. Golsen filed as Exhibit (a)
to the
original Schedule 13D and is incorporated herein by
reference.
|
|
99.3
|
Issuer's
Proxy Statement dated July 14, 1986 setting forth the terms of the
Company's Series B 12% Cumulative Convertible Preferred Stock is
filed as
Exhibit 1 to Amendment No. 1 to the Schedule 13D and is incorporated
herein by reference.
|
|
99.4
|
Stacy
L. Rappaport Trust No. J-1, is filed as Exhibit 14 to Amend-ment
No. 13 to
the Schedule 13D and is incorporated herein by reference. The Joshua
B.
Golsen Trust No. J-1, Adam Z. Golsen Trust No. J-1, Amy G. Rappaport
Trust
No. J-1, Lori R. Rappaport Trust No. J-1 and Michelle L. Golsen Trust
No.
J-1 are substantially sim-ilar to the Stacy L. Rappaport Trust No.
J-1,
except for the names of the trustees, and copies of the same will
be
supplied to the Commission upon
request.
|
|
99.5
|
Barry
H. Golsen 1992 Trust is filed as Exhibit 15 to Amendment No. 16 to
the
Schedule 13D and is incorporated herein by reference. The Steven
J. Golsen
1992 Trust and Linda F. Rappaport 1992 Trust are substantially similar
to
the Barry H. Golsen 1992 Trust, and copies of the same will be supplied
to
the Commission upon request.
|
|
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 March 14, 2002, between the Bank of Union (the “Bank”),
Golsen Petroleum Corporation, SBL Corporation, Jack E. Golsen, Jack
E.
Golsen Trust, Sylvia H. Golsen, and Sylvia H. Golsen Trust (the
“Pledgors”), is listed as Exhibit 99.17 of Amendment No. 29 to this
Schedule 13D and is incorporated herein by
reference.
|
|
99.13
|
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.
|
|
99.14
|
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.
|
|
99.15
|
Commercial
Pledge Agreement, dated April 12, 2006, executed by SBL Corporation
in
favor of The Bank of Union, is attached as Exhibit 99.18 to Amendment
32
to this Schedule 13D and is incorporated herein by
reference.
|
|
99.16
|
Agreement
of Linda Rappaport as to the joint filing of this Amendment 33 to
Schedule
13D.
|