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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CARRINGTON LABORATORIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
144525-10-2
(CUSIP Number)
Emanuel J. Adler, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5555
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
April 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box |_|.
Check the following box if a fee is being paid with the statement|X|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 144525-10-2 Page 2 of Pages
- ---------------------- ------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN T. OXLEY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 596,400
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 23,000 (represents shares owned by The Oxley Foundation)
PERSON
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
596,400
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
23,000 (represents shares owned by The Oxley Foundation)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, par value $.01
per share ("Common Stock"), of Carrington Laboratories,Inc.
(hereinafter, the "Company"). The principal executive offices of the
Company are located at 2001 Walnut Hill Lane, Irving, Texas 75038.
Item 2. Identity and Background.
(a) John T. Oxley
(b) One West 3rd Street
Williams Center Tower I
Suite 1305
Tulsa, OK 74103
(c) The Reporting Person is principally engaged in the business of
ranching and managing his investments. The Reporting Person is
semi-retired/self employed.
(d-e) The Reporting Person, in the past five years, has not been
convicted in any criminal proceeding, nor has he been a party
to any civil proceeding of a judicial or administrative body
of competent jurisdiction.
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
The 238,200 shares of Common Stock described in Item 5(c)(i) hereof
were purchased by the Reporting Person in open market transactions
using personal funds, in the aggregate amount of $6,591,185.
The 18,000 shares of Common Stock described in Item 5(c)(ii) hereof
were purchased by The Oxley Foundation, a trust established under the
laws of the State of Oklahoma (the "Foundation"), in open market
transactions using Foundation funds, in the aggregate amount of
$496,250.
Item 4. Purpose of Transaction.
The Reporting Person has acquired his shares of Common Stock and, to
the best knowledge of the Reporting Person, the Foundation has acquired
its shares of Common Stock for investment purposes only. Depending upon
market conditions and other factors that the
Page 3 of 6 Pages
<PAGE>
Reporting Person may deem material to his investment decision, the
Reporting Person may purchase additional securities of the Issuer, in
the open market or in private transactions, or he may dispose of all or
a portion of the securities of the Issuer that he now owns or hereafter
may acquire.
Except as set forth in this Item 4, the Reporting Person has no current
plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company's Form 10-C dated April 16, 1996 there
were outstanding 8,694,702 shares of Common Stock on February 29, 1996.
The Reporting Person beneficially owns 619,400 shares of Common Stock,
comprising 7.1% of the issued and outstanding shares of Common Stock.
Of the shares of Common Stock beneficially owned by the Reporting
Person, 596,400 shares are owned directly by the Reporting Person and
23,000 shares are owned by the Foundation. The Reporting Person has
sole power to vote and dispose of the shares of Common Stock owned
directly by him. In addition, in his capacity as one of the trustees of
the Foundation, the Reporting Person has the right to vote and dispose
of the shares of Common Stock owned by the Foundation. However,
pursuant to Rule 13d-4 of the Exchange Act, the filing of this
statement shall not be construed as an admission that the Reporting
Person is, for the purposes of Section 13(d) of the Exchange Act, the
beneficial owner of any of the securities owned by the Foundation.
(c) (i) During the last 60 days, the Reporting Person made the
following purchases of shares of Common Stock in open market
transactions on NASDAQ:
No. of Price
Shares Per
Date Purchased Share
---- --------- -----
03/21/96 10,000 $27.75
04/04/96 10,000 $23.125
04/11/96 5,000 $24.625
04/12/96 1,000 $23.50
04/16/96 10,000 $23.75
04/17/96 25,000 $27.00
04/19/96 10,000 $25.00
04/23/96 10,000 $26.75
04/23/96 45,200 $26.875
04/25/96 37,000 $29.4459
04/25/96 50,000 $29.8125
04/30/96 25,000 $28.4375
Page 4 of 6 Pages
<PAGE>
(ii) During the last 60 days the Foundation made the following
purchases of shares of Common Stock in open market transactions on
NASDAQ:
No. of Price
Shares Per
Date Purchased Share
---- --------- -----
04/23/96 10,000 $26.875
04/30/96 8,000 $28.4375
Except as reported herein, the Reporting Person has not
effected any transactions in shares of Common Stock during the past 60
days.
(d) The Reporting Person affirms that no person other than the
Reporting Person and, with respect to the shares owned by the
Foundation, the other trustee of the Foundation, has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock described in this
Item 5.
(e) It is inapplicable for the purposes hereof to state the date on
which the Reporting Person ceased to be the owner of more than five
percent (5%) of the Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth above or elsewhere in this Schedule 13D, the
Reporting Person does not have any contract, arrangement, understanding
or relationship (legal or otherwise) with any person with respect to
any securities of the Company, including, but not limited to, transfer
or voting of any such securities, finder's fees, joint ventures, loan
or options arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATE: May 3, 1996
/s/ JOHN T. OXLEY
----------------------------------
JOHN T. OXLEY
Page 6 of 6 Pages
