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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 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS E. 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
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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 4,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 695,800
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 695,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,800
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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)
7.8%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 3 OF 7 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: Thomas E. Oxley
(b) Business Address: One West 3rd Street
Williams Center Tower I
Suite 1305
Tulsa, OK 74103
(c) Present Principal Occupation: Mr. Oxley is an officer of Boca
Polo, Inc., a Nevada corporation ("Boca Polo"), and is a private
investor.
(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 4,000 shares of Common Stock held by Mr.
Oxley individually, 627,500 shares of Common Stock held by Mr. Oxley as a
Co-Executor of the estate of John T. Oxley (the "Oxley Estate"), and 68,300
shares of Common Stock held of record by Boca Polo. Mr. Oxley is a
director and owner of 50% of the outstanding shares of Boca Polo.
The shares of Common Stock currently held in the Oxley Estate was
previously reported on the Schedule 13D of John T. Oxley, as amended from
time to time. The shares of Common Stock reported to be owned 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 7 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 individual ownership, (ii) his serving as a
Co-Executor of the Oxley Estate, and (iii) his being a director and
50% owner of Boca Polo, Mr. Oxley may
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 5 OF 7 PAGES
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be deemed to be the beneficial owner of 699,800 shares of Common Stock
of the Company, representing approximately 7.8% 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
promulgated under the Exchange Act, Mr. Oxley disclaims beneficial
ownership of all shares of Common Stock held by the Oxley Estate.
(b) Mr. Oxley has sole voting power and sole dispositive power with
respect to the 4,000 shares held individually, and shared voting power
and shared dispositive power with respect to the aggregate 634,300
shares held by the Oxley Estate and Boca Polo.
With respect to the shares held by the Oxley Estate, Mr. Oxley
shares voting and dispositive powers with John C. Oxley and Charles C.
Killin. Certain information with respect to John Oxley and Mr. Killin
is set forth below:
(1) John C. Oxley
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(i) Business Address: Suite 1300
Williams Center Tower I
One West Third
Tulsa, Oklahoma 74103
(ii) Present Principal Occupation: Mr. John Oxley is
primarily engaged in the business of exploration,
production and operation of oil and gas properties.
(iii) Mr. John Oxley has not, during the last five years,
been convicted in a criminal proceeding.
(iv) Mr. John 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.
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SCHEDULE 13D
CUSIP NO. 144525 10 2 PAGE 6 OF 7 PAGES
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(iii) Mr. Killin has not, during the last five years, been
convicted in a criminal proceeding.
(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 Boca Polo, Mr.
Oxley shares voting and dispositive powers with John C. Oxley.
Certain information with respect to Mr. John Oxley has been provided
above.
(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
On September 13, 1996, 2,500 shares of Common Stock were sold in
the open market by Mr. Oxley at $25.25 per share.
(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 7 OF 7 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/ THOMAS E. OXLEY
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THOMAS E. OXLEY
Date: FEBRUARY 20, 1997
