<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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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.
1300 Williams Center Tower I
One West Third Street
Tulsa, OK 74103
(918) 584-1978
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 17, 1999
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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
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CUSIP NO. 144525 10 2 PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS E. OXLEY
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 519,500
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
519,500
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
519,500
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.6%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 144525 10 2 Page 3 of 8 Pages
-----------
Item 1. Security and Issuer
---------------------------
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
-------------------------------
(a) Name: Thomas E. Oxley
(b) Business Address: 1305 Williams Center Tower I
One West Third Street
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
---------------------------------------------------------
This Schedule 13D covers 519,500 shares of Common Stock held by Mr. Oxley
as a Co-Executor of the estate of John T. Oxley (the "Oxley Estate").
The shares of Common Stock currently held in the Oxley Estate were
previously reported on the Schedule 13D of John T. Oxley, as amended from time
to time.
Item 4. Purpose of Transaction
------------------------------
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:
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SCHEDULE 13D
CUSIP No. 144525 10 2 Page 4 of 8 Pages
-----------
(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
--------------------------------------------
(a) By reason of his serving as a Co-Executor of the Oxley Estate, Mr.
Oxley may be deemed to be the beneficial owner of 519,500 shares of Common
Stock of the Company, representing approximately 5.6% of the outstanding
shares of Common Stock (based on 9,357,564 shares of Common Stock being
outstanding as on March 24, 1999). 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 shared voting power and shared dispositive power with
respect to the aggregate 519,500 shares held by the Oxley Estate.
<PAGE>
SCHEDULE 13D
CUSIP No. 144525 10 2 Page 5 of 8 Pages
-----------
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 C. Oxley and Mr. Killin is set
forth below:
(1) John C. Oxley
-------------
(i) Business Address: 1300 Williams Center Tower I
One West Third Street
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
-----------------
(i) Business Address: 15 East 5th Street, Suite 3700
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.
(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.
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SCHEDULE 13D
CUSIP No. 144525 10 2 Page 6 of 8 Pages
------------
(c) During the past sixty days, the following shares of Common Stock were
sold in the open market by the Oxley Estate:
<TABLE>
<CAPTION>
Date of Sale Number of Shares Price Per Share
-------------- ---------------- ---------------
<S> <C> <C>
03/18/1999 500 $ 3.50
03/18/1999 1,500 $3.53125
03/19/1999 1,000 $ 3.4375
03/19/1999 1,000 $3.40625
03/22/1999 1,300 $ 3.4375
03/22/1999 700 $ 3.625
03/23/1999 1,000 $ 3.3125
03/23/1999 1,000 $3.15625
03/24/1999 2,000 $ 3.25
03/25/1999 1,000 $ 3.125
03/25/1999 1,000 $ 3.25
03/26/1999 2,000 $ 3.25
03/29/1999 2,000 $ 3.25
03/30/1999 1,000 $3.53125
03/30/1999 1,000 $ 3.4375
03/31/1999 2,000 $ 3.3125
04/01/1999 1,000 $ 3.00
04/01/1999 1,000 $ 2.875
04/05/1999 1,000 $ 2.8125
04/05/1999 1,000 $ 2.75
04/06/1999 2,000 $ 2.75
04/07/1999 2,000 $ 2.6875
04/08/1999 2,000 $ 2.6875
04/09/1999 2,000 $ 2.625
04/12/1999 2,000 $3.03125
04/13/1999 2,000 $ 1.9375
04/14/1999 2,000 $ 2.9375
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 144525 10 2 Page 7 of 8 Pages
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<TABLE>
<CAPTION>
Date of Sale Number of Shares Price Per Share
-------------- ---------------- ---------------
<S> <C> <C>
04/15/1999 2,000 $2.96875
04/16/1999 2,000 $ 2.8125
04/19/1999 1,000 $ 3.00
04/19/1999 1,000 $ 2.875
04/20/1999 2,000 $ 2.875
04/21/1999 2,000 $2.90625
04/22/1999 2,000 $2.96875
04/23/1999 1,700 $2.96875
04/23/1999 300 $2.90625
04/26/1999 2,000 $2.90625
04/27/1999 2,000 $ 2.875
04/28/1999 2,000 $ 2.9375
04/29/1999 700 $2.90625
04/29/1999 1,300 $ 2.875
04/30/1999 1,000 $2.90625
04/30/1999 1,000 $ 2.875
05/03/1999 2,000 $ 2.875
05/04/1999 2,000 $ 2.875
05/05/1999 100 $ 2.9375
05/05/1999 1,400 $ 2.875
05/05/1999 500 $2.90625
05/06/1999 1,000 $ 2.9375
05/06/1999 1,000 $ 2.875
05/07/1999 2,000 $ 2.875
05/10/1999 2,000 $ 3.00
05/11/1999 2,000 $ 3.0625
05/12/1999 2,000 $ 3.0625
05/13/1999 2,000 $ 2.9375
05/14/1999 2,000 $ 2.9375
</TABLE>
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SCHEDULE 13D
CUSIP No. 144525 10 2 Page 8 of 8 Pages
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<TABLE>
<CAPTION>
Date of Sale Number of Shares Price Per Share
-------------- ---------------- ---------------
<S> <C> <C>
05/17/1999 2,000 $2.90625
</TABLE>
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
--------------------------------------------------
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
None.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
None.
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
----------------------------------------
Thomas E. Oxley
Date: May 17, 1999
