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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Sterling Chemicals, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
858903 10 7
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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 5 pages
<PAGE>
CUSIP NO. 858903 10 7 13G
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Virgil Waggoner
###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
None. (b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
(5) SOLE VOTING POWER
NUMBER OF
4,168,507
SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 450,604
EACH
(7) SOLE DISPOSITIVE POWER
REPORTING
4,092,368
PERSON
WITH (8) SHARED DISPOSITIVE POWER
50,604
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,168,507
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ X ]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.49%
12) TYPE OF REPORTING PERSON*
IN
Page 2 of 5 pages
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SCHEDULE 13G
Item 1(a). Name of Issuer:
Sterling Chemicals, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1200 Smith Street, Suite 1900
Houston, Texas 77002
Item 2(a). Name of Person Filing:
J. Virgil Waggoner
Item 2(b). Address of Principal Business Office:
1200 Smith Street, Suite 1900
Houston, Texas 77002
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share ("Common Stock")
Item 2(e). CUSIP Number:
858903 10 7
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: Mr. Waggoner owns beneficially
4,168,507 shares of Common Stock (including 76,139 shares
allocated to his account under the Sterling Chemicals, Inc.
Employee Stock Ownership Plan (the "ESOP"), with respect to
which he has sole voting power, but not dispositive power).
This amount excludes (i) 50,604 shares of Common Stock owned by
Mr. Waggoner's wife and (ii) 400,000 shares of Common Stock held
as of December 31, 1994 by a charitable non-profit corporation
of which Mr. Waggoner serves as a director and as the President
and Chief Executive Officer. Mr. Waggoner disclaims beneficial
ownership with respect to the shares described in both of (i)
and (ii).
Page 3 of 5 pages
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(b) Percent of Class: 7.49%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 4,168,507 (includes
4,092,368 shares held of record and 76,139 shares allocated
to Mr. Waggoner's account in the ESOP)
(ii) shared power to vote or direct the vote: 450,604 (includes
(i) 50,604 shares owned by Mr. Waggoner's wife and (ii)
400,000 shares held as of December 31, 1994 by a charitable
non-profit corporation of which Mr. Waggoner serves as a
director and as President and Chief Executive Officer)
(iii) sole power to dispose or to direct the disposition of:
4,092,368
(iv) shared power to dispose or to direct the disposition of:
50,604 (includes 50,604 shares held of record by
Mr. Waggoner's wife but excludes the 400,000 shares held as
of December 31, 1994 by the non-profit corporation
described above, over which neither Mr. Waggoner nor the
board of directors of the non-profit corporation has any
dispositive power)
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not
Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company: Not
Applicable
Item 8. Identification and Classification of Members of the Group: Not
Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certification: Not Applicable
Page 4 of 5 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.
Date: February 9, 1995.
/S/ J. VIRGIL WAGGONER
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J. Virgil Waggoner
Page 5 of 5 pages
