<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
O.I. Corporation
- -----------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -----------------------------------------------------------
(Title of Class of Securities)
670-841-10-5
-------------------------------------------
(CUSIP Number)
W.W. Botts,
O.I. Corporation,
151 Graham Road, P.O. Box 9010
College Station, Texas 77842-9010
- -----------------------------------------------------------
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
5/11/95
- -----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
<PAGE> 2
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 ( ) . (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> 3
- -----------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary D. Sides
- -----------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -----------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------
4. SOURCE OF FUNDS* 00 (SEE ITEM 3)
- -----------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] [ ]
- -----------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- -----------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER 162,658 shares
-------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
(See Item 5 below)
OWNED BY EACH -----------------------------------
9. SOLE DISPOSITIVE POWER 162,658 shares
REPORTING -------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH (See Item 5 below)
- -----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
162,658 shares (See Item 5 below)
- -----------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] [ ]
- -----------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.95%
- -----------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------
<PAGE> 4
AMENDMENT NO. 1 TO REPORT ON SCHEDULE 13D
Item 1. SECURITY AND ISSUER
This statement relates to the shares of common stock,
par value $.01 per share (the "Common Stock"), of O.I.
Corporation, an Oklahoma corporation (the "Company"),
which has its principal executive offices at 151 Graham
Road, P.O. Box 9010, College Station, Texas 77842-9010.
Item 2. IDENTITY AND BACKGROUND
This statement is filed by Gary D. Sides ("Sides")
whose address is 2009 Sweetgum Drive, Birmingham, Alabama
35244.
Sides is filing this amendment to reflect a change in
the number of shares of Common Stock owned by him.
During the last five years, Sides has not been a
party to any proceeding or been subject to any judgment,
decree or final order with respect to any federal or state
securities laws.
<PAGE> 5
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Sides received 327,658 shares of Common Stock
pursuant to the terms of a Stock Purchase Agreement dated
January 4, 1994 (the "Agreement") by and among the
Company, Sides and the other shareholders of CMS Research
Corporation, an Alabama corporation ("CMS"). Pursuant to
the terms of the Agreement, CMS shareholders sold all of
their shares of CMS to the Company in exchange for the
issuance to the shareholders of CMS of 650,000 shares of
Common Stock of the Company. On May 11, 1995, Sides sold
165,000 of the shares originally received by him pursuant
to the Agreement, resulting in the share ownership
reflected in Item 5 below.
Item 4. PURPOSE OF TRANSACTION
Sides purchased the shares of Common Stock reported
herein solely for the purpose of investment. Sides may
make additional purchases of Common Stock either in the
open market or in private transactions depending on the
Company's business, prospects and financial condition, the
market for the Common Stock, general economic conditions,
money and stock market conditions and other future
developments. Additionally, Sides has been granted
options to purchase 20,000 shares of Common Stock pursuant
to the Company's employee stock option plan. The first of
these shares will vest in 1996 with the remainder vesting
according to a schedule over the next five years (1996,
20%; 1997, 40%; 1998, 60%; 1999, 100%).
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) & (b)
<TABLE>
<CAPTION>
Reporting Person Beneficially Owned of Class
---------------- ------------------ --------
<C> <C> <C>
Gary D. Sides 162,658 3.95%
</TABLE>
(c) Not applicable.
(d) Sides does not beneficially own any Common Stock
of the Company except as set forth above. To the best of
the knowledge of Sides, no persons other than himself 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 beneficially owned by him.
<PAGE> 6
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Sides has received options to purchase 20,000 shares
of the Company's Common Stock pursuant to the Company's
employee stock option plan. See Item 4.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
N/A
SIGNATURE
After reasonable inquiry and to the best of any
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: June 8, 1995
/s/ Gary D. Sides
----------------------------
Gary D. Sides
