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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.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
144525 10 2
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(CUSIP Number)
RUSSELL H. HARBAUGH, JR.
CONNER & WINTERS, A PROFESSIONAL CORPORATION
2400 FIRST PLACE TOWER, 15 EAST 5TH STREET
TULSA, OK 74103
(918) 586-5694
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
OCTOBER 29, 1996
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(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 [ ].
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).
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN C. OXLEY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC;00;PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 718,800
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 718,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 3 OF 8 PAGES
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ITEM 1. SECURITY AND ISSUER
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This Schedule 13D relates to the Common Stock, par value $.01 per share of
Carrington Laboratories, Inc. (the "Company"), whose principal executive offices
are located at 2001 Walnut Hill Lane, Irving, Texas 75038.
ITEM 2. IDENTITY AND BACKGROUND
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(a) Name: John C. Oxley
(b) Business Address: One West 3rd Street
Williams Center Tower I
Suite 1300
Tulsa, OK 74103
(c) Present Principal Occupation: Mr. Oxley is primarily engaged in the
business of exploration, production and operation of oil and gas
properties.
(d) Mr. Oxley has not, during the last five years, been convicted in a
criminal proceeding.
(e) Mr. Oxley has not, during the last five years, 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.
(f) Citizenship: U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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This Schedule 13D covers 627,500 shares of Common Stock held by Mr. Oxley
as a Co-Executor of the estate of John T. Oxley (the "Oxley Estate"), 23,000
shares of Common Stock held by Mr. Oxley as the Co-Trustee of the Oxley
Foundation (the "Oxley Foundation"), and 68,300 shares of Common Stock held of
record by Boca Polo, Inc., a Nevada corporation ("Boca Polo"). Mr. Oxley is
owner of 50% of the outstanding shares of Boca Polo.
The shares of Common Stock currently held in the Oxley Estate and Oxley
Foundation were previously reported on the Schedule 13D of John T. Oxley, as
amended from time to time. The shares of Common Stock held by Boca Polo were
acquired in the open market out of working capital at an aggregate cost of
$1,608,768.
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 4 OF 8 PAGES
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ITEM 4. PURPOSE OF TRANSACTION
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The shares of Common Stock reported to be owned by Mr. Oxley have all been
acquired for investment purposes. With respect to the investment in the Common
Stock, Mr. Oxley does not have any present intentions or plans which relate to
or would result in:
(a) The acquisition of additional securities of the Company or the
disposition of securities of the Company, other than additional shares
which may be purchased from time to time on the open market or through
private purchases solely for investment purposes;
(b) An extraordinary corporate transaction, such as a merger,
reorganization of liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted on
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) By reason of (i) his serving as a Co-Executor of the Oxley Estate and
a Co-Trustee of the Oxley Foundation and (ii) his being a 50% owner of Boca
Polo, Mr. Oxley may be deemed to be the beneficial owner of 718,800 shares
of Common Stock of the Company, representing approximately 8.1% of the
outstanding shares of Common Stock (based on 8,865,503 shares of Common
Stock being outstanding as of October 29, 1996). Pursuant to Rule 13d-4
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 5 OF 8 PAGES
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promulgated under the Exchange Act, Mr. Oxley disclaims beneficial
ownership of all shares of Common Stock held by the Oxley Estate and the
Oxley Foundation.
(b) Mr. Oxley has shared voting power and shared dispositive power with
respect to the aggregate 718,800 shares held by the Oxley Estate, Oxley
Foundation and Boca Polo.
With respect to the shares held by the Oxley Estate, Mr. Oxley shares
voting and dispositive powers with Thomas E. Oxley and Charles C. Killin.
Certain information with respect to Thomas E. Oxley and Mr. Killin is set
forth below:
(1) Thomas E. Oxley
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(i) Business Address: Suite 1305
Williams Center Tower I
One West Third
Tulsa, Oklahoma 74103
(ii) Present Principal Occupation: Mr. Thomas Oxley is an
officer of Boca Polo, Inc. and is a private investor.
(iii) Mr. Thomas Oxley has not, during the last five years, been
convicted in a criminal proceeding.
(iv) Mr. Thomas Oxley has not, during the last five years, 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.
(v) Citizenship: U.S.A.
(2) Charles C. Killin
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(i) Business Address: 15 East 5th Street, Suite 2400
Tulsa, OK 74103
(ii) Present Principal Occupation: Mr. Killin is an attorney
associated with the law firm Conner & Winters, A
Professional Corporation, Tulsa, Oklahoma.
(iii) Mr. Killin has not, during the last five years, been
convicted in a criminal proceeding.
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 6 OF 8 PAGES
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(iv) Mr. Killin has not, during the last five years, 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.
(v) Citizenship: U.S.A.
With respect to the shares of Common Stock held by the Oxley
Foundation, Mr. Oxley shares voting and dispositive powers with Mary Jane
Oxley Tritsch. Certain information with respect to Mrs. Tritsch is set
forth below:
(1) Mary Jane Oxley Tritsch
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(i) Business Address: Suite 1305
Williams Center Tower I
One West Third
Tulsa, Oklahoma 74103
(ii) Present Principal Occupation: Mrs. Tritsch is a private
investor.
(iii) Mrs. Tritsch has not, during the last five years, been
convicted in a criminal proceeding.
(iv) Mrs. Tritsch has not, during the last five years, 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.
(v) Citizenship: U.S.A.
With respect to the shares of Common Stock held by Boca Polo, Mr.
Oxley shares voting and dispositive powers with Thomas E. Oxley. Certain
information with respect to Mr. Thomas Oxley has been provided above.
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 7 OF 8 PAGES
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(c) Sixty days prior to October 29, 1996, the following shares of Common
Stock were purchased or sold in the open market by the Oxley Estate:
Date of
Purchase/Sale Number of Shares Price Per Share
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9/16/96 (sale) 5,000 $25.00
9/20/96 (purchase) 20,000 $24.22
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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None.
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 8 OF 8 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ JOHN C. OXLEY
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JOHN C. OXLEY
Date: FEBRUARY 20, 1997
