-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LH6ea0Vvs7xAnlX52wVHvGslSq8oUecfERmasm8YiSNB5A5bHwdz/62Pd5S1JkE0 Y/HjMaueG+gDQtYvPeSE/w== 0001068208-05-000008.txt : 20050830 0001068208-05-000008.hdr.sgml : 20050830 20050830160254 ACCESSION NUMBER: 0001068208-05-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTROLEUM CORP CENTRAL INDEX KEY: 0001029023 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731565725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50643 FILM NUMBER: 051058936 BUSINESS ADDRESS: STREET 1: 4322 SOUTH 49TH WEST AVENUE CITY: TULSA STATE: OK ZIP: 74107 BUSINESS PHONE: 9185927900 MAIL ADDRESS: STREET 1: 4322 SOUTH 49TH WEST AVENUE CITY: TULSA STATE: OK ZIP: 74107 FORMER COMPANY: FORMER CONFORMED NAME: SLH CORP DATE OF NAME CHANGE: 19961213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AGEE KENNETH L CENTRAL INDEX KEY: 0001068208 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9185927900 MAIL ADDRESS: STREET 1: 1350 S BOULDER #1100 STREET 2: C/O SYNTROLEUM CORP CITY: TULSA STATE: OK ZIP: 74119 SC 13D/A 1 schedule13d.htm KEN AGEE AMENDMENT NUMBER 6

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Syntroleum Corporation

(Name of Issuer)

Common stock, par value $ 0.01 per share

(Title of Class of Securities)

871630 10 9

(CUSIP Number)

Kenneth L. Agee

Syntroleum Corporation

4322 South 49^th West Avenue

Tulsa, Oklahoma 74107

(918) 592-7900

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

June 29, 2005

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

CUSIP No. 871630 10 9

(1)	Name of Reporting Person
	S.S. or I.R.S. Identification No. of Above Person

Kenneth L. Agee

(2)	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	x

(3)	SEC Use Only

(4)	Source of Funds

(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
		o

(6)	Citizenship or Place of Organization

United States of America

Number of			(7)	Sole Voting Power	4,185,733
Shares Bene-				____________________________________________________________
	ficially		(8)	Shared Voting Power	0
Owned by				____________________________________________________________
Each Report-			(9)	Sole Dispositive Power	4,185,733
ing Person				____________________________________________________________
		With	(10)	Shared Dispositive Power	0

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person

4,185,733

(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
		o

(13)	Percent of Class Represented by Amount in Row (11)
		7.6%

(14)

Type of Reporting Person (See Instructions)

Amendment No. 6 to Schedule 13D.

Kenneth L. Agee (“Mr. Agee”) hereby amends and supplements (“Amendment No. 6”) his statement on Schedule 13D, as originally filed by Mr. Agee on August 17, 1998 (the “Original Statement”), as amended by Amendment No. 1 filed by Mr. Agee on October 9, 1998 (“Amendment No. 1”), Amendment No. 2 filed by Mr. Agee on January 7, 1999, (“Amendment No. 2”), Amendment No. 3 filed by Mr. Agee on January 19, 1999 (“Amendment No. 3”), Amendment No. 4 filed by Mr. Agee on July 19, 2000 (“Amendment No. 4”) and Amendment No. 5 filed by Mr. Agee on July 1, 2003 (”Amendment No. 5”) with respect to the common stock, par value $.01 per share (the “Common Stock”), of Syntroleum Corporation, a Delaware corporation (the “Company”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D, as amended, is hereby amended to read in its entirety as follows:

Mr. Agee may be deemed to be the beneficial owner of an aggregate of 4,185,733 shares of Common Stock (approximately 7.6% of the approximately 55,433,771 shares outstanding, determined by reference to the approximately 55,433,771 shares of Common Stock reported in the Company’s quarterly report on Form 10-Q filed August 9, 2005). Mr. Agee has the sole power to vote and dispose of shares of Common Stock directly beneficially owned by him.

Included in the referenced shares are 90,744 shares of Common Stock owned by his children for which Mr. Agee serves as custodian under the Oklahoma Uniform Transfers to Minors Act. As custodian, Mr. Agee has the sole power to vote and dispose of such shares. As a result, Mr. Agee may be deemed to be the beneficial owner of the shares of Common Stock owned by his children; however, Mr. Agee disclaims the beneficial ownership of the Common Stock owned by his children.

Also included in the referenced shares are 225,000 shares which Mr. Agee has the right to acquire pursuant to stock options granted by the Company to Mr. Agee. These options are presently exercisable by Mr. Agee, and, in accordance with the Securities and Exchange Commission Rule 13d-3, are deemed to be beneficially owned by Mr. Agee because such options are exercisable within 60 days of the filing of this Amendment No. 6. See Item 6, “Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” for a discussion of Mr. Agee’s options.

Except as set forth in this Schedule 13D, to the best of his knowledge, Mr. Agee has not effected any transaction in Common Stock during the past sixty days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 to the Schedule 13D, as amended, is hereby amended and supplemented as follows:

On October 23, 2000, December 20, 2002 and June 23, 2005, Mr. Agee was granted options to purchase an aggregate of 575,000 shares of Common Stock. Such options are exercisable in cumulative annual increments of one-third of the total number of shares of Common Stock subject thereto, beginning on the first anniversary of the date of grant of the options at purchase prices of $18.01, $1.54 and $10.52 per share. The options granted on December 20, 2002 and June 23, 2005 expire ten years from the respective dates of grant. The options granted on October 23, 2000 expire five years from the date of grant. Because a total of 225,000 shares are exercisable within 60 days of the filing of this Amendment No. 6, Mr. Agee is, in accordance with the Securities and Exchange Commission Rule 13d-3, deemed to be the beneficial owner of such shares and they have been included in the total shares beneficially owned by Mr. Agee as set forth in this Amendment No. 6.

On June 29, 2005, Kenneth L. Agee and Cindy A. Agee TIC, a trust controlled by Mr. Agee (the “Trust”), and Merrill Lynch, Pierce, Fenner & Smith (“Merrill”) agreed upon the definitive terms of a prepaid variable forward sales contract (“Forward Contract”) with respect to 200,000 shares of Common Stock. Pursuant to the Forward Contract, the Trust received $1,806,000 and is required to deliver to Merrill on or around June 29, 2007 a variable number of shares of Common Stock not to exceed 200,000 shares. The actual number of underlying shares to be delivered will be determined based upon the market price of the shares at the maturity of the Forward Contract. If such market price is less than or equal to $10.50 per share, then the Trust will be obligated to deliver the full amount of the underlying securities, and if such market price is above $10.50 per share, then the Trust will be obligated to deliver a lesser amount of underlying securities based upon a predetermined formula.

Item 7.

Materials to be Filed as Exhibits

Exhibit I.

Confirmation between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Kenneth L. Agee and Cindy A. Agee TIC dated June 29, 2005

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 30, 2005

/s/ Kenneth L. Agee

Kenneth L. Agee

EX-99.I 2 exhibit.htm

Exhibit I

[Merrill Lynch Logo]	Merrill Lynch, Pierce, Fenner & Smith Incororated
		4 World Financial Center, 17th Floor
			New York, NY 10080

Confirmation of Prepaid Variable Share Forward

Dated: June 29, 2005		MLPFS Ref.: 0582425
To:	KENNETH L & CINDY A. AGEE (“Counterparty”)
	13137 YORKTOWN AVE
	BIXBY, OKLAHOMA 74008

cc:	MARK JOSLIN
	E-mail: Mark Joslin@ml.com

From:	Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”)
	Tel:	(212) 449-8675
	Fax:	(917) 778-0835

Dear Counterparty:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the above referenced transaction entered into between Counterparty and MLPFS, on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and together with the Swap Definitions, the “Definitions”) in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern and in the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of June 23, 2005, as amended and supplemented from time to time (the “Agreement”), between you and us, with the obligations of MLPFS under the Agreement guaranteed by Merrill Lynch & Co. Inc. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	June 29, 2005
Seller:	Counterparty
Buyer:	MLPFS
Shares:	The common stock of Syntroleum Corporation (security symbol: SYNM)
Number of Shares:	200,000
Forward Price:	The Settlement Price, subject to the Forward Floor Price and the Forward Cap Price.
Prepayment Amount:	USD 1,806,000.00
Prepayment Date:	July 05, 2005
Forward Floor Price:	USD 10.50

Forward Cap Price:	USD 13.65
Exchange:	NASDAQ
Related Exchange:	All Exchanges
Valuation:
Valuation Time:	The Scheduled Closing Time of the Exchange.
Valuation Date:	June 29, 2007
Settlement Terms:
Settlement Method Election:	Applicable
Electing Party:	Seller
Settlement Method Election Date:	On or before the date that is ten (10) Scheduled Trading Days prior to the Valuation Date.
Default Settlement Method:	Physical Settlement, if Conditions to Physical Settlement are satisfied.
Cash Settlement Provisions:
Settlement Price:	The price per Share as of the Valuation Time on the Valuation Date in accordance with Section 7.3 of the Equity Definitions.
Forward Cash Settlement Amount:	An amount determined by the Calculation Agent equal to the product of the Number of Shares multiplied by one of the following, as the case may be:
	(i) if the Settlement Price is less than or equal to the Forward Floor Price: the Settlement Price;
	(ii) if the Settlement Price is greater than the Forward Cap Price: the Forward Floor Price; or
	(iii) if the Settlement Price is greater than the Forward Cap Price: [Forward Floor Price + (Settlement Price – Forward Cap Price)]
Cash Settlement Payment Date:	Three (3) Exchange Business Days following the Valuation Date.
Settlement Currency:	USD
Physical Settlement Provisions:
Settlement Date	Three (3) Exchange Business Days following the Valuation Date.

Number of Shares to be Delivered:	An amount determined by the Calculation Agent equal to the following, as the case may be:
	(i) if the Settlement Price is less than or equal to the Forward Floor Price: the Number of Shares;
	(ii) if the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the product of (a) the Number of Shares multiplied by (b) the following fraction: Forward Floor Price ;or Settlement Price
	(iii) if the Settlement Price is greater than the Forward Cap Price the product of (a) the Number of Shares multiplied by (b) the following fraction:
	Forward Floor Price + (Settlement Price – Forward Cap Price) Settlement Price
Conditions to Physical Settlement:	Notwithstanding anything contained herein to the contrary, unless all of the provisions in Section 9.11 of the Equity Definitions are satisfied, as determined by the Calculation Agent Cash Settlement shall apply to this Transaction.
Physical Settlement Fees and Expenses:	Counterparty will pay to MLPFS a Physical Settlement Fee on the Settlement Date equal to any fees, commissions or markdowns that MLPFS would receive or charge if Counterparty were selling the Shares for cash to or through MLPFS, as determined by MLPFS.

Dividends:

Notwithstanding anything to the contrary in Article 10 of the Equity Definitions, Seller shall pay to the Buyer the Dividend Amount on the Dividend Payment Date.

Dividend Amount:	An amount equal to the product of (i) 100% of the gross cash dividend per Share relating to each date the Shares trade ex-dividend on the Exchange during the Dividend Period; multiplied by (ii) the Number of Shares.
Dividend Period:	The period from but excluding the Trade Date to and including the Valuation Date.
Dividend Payment Date:	Paid when received by a U.S. shareholder of record.

Share Adjustments:

Method of Adjustment:

Calculation Agent Adjustment

Extraordinary Events:

Consequences of Merger Events:
Share-for-Share:	Modified Calculation Agent Adjustment
Share-for-Other:	Cancellation and Payment
Share-for-Combined:	Component Adjustment
Determining Party:	The Calculation Agent

Tender Offer:

	Consequences of Tender Offers:
	Share-for-Share:	Modified Calculation Agent Adjustment
	Share-for-Other:	Cancellation and Payment
	Share-for-Combined:	Component Adjustment
	Determining Party:	The Calculation Agent
Nationalization, Insolvency or Delisting:		Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United Sates and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or NASDAQ (or their respective successors).
Determining Party:		The Calculation Agent
Additional Disruption Events:
Change in Law:		Applicable; provided that the following shall be added to the definition of Change in Law in Section 12.9(a)(ii) of the Equity Definitions after “under” and before “such” in the eighth line thereof: “or in initially hedging, maintaining a hedge on, or unwinding a hedge in respect of”
Failure to Deliver:		Applicable
Insolvency Filing:		Applicable
Loss of Stock Borrow:		Applicable
Maximum Stock Loan Rate:		3.00%
Increased Cost of Stock Borrow:		Applicable

Initial Stock Loan Rate:	1.00%; provided that (i) any Price Adjustment will be made to reflect the change in the stock loan rate from the Trade Date Stock Loan Rate, not the Initial Stock Loan Rate; and (ii) paragraph 12.9(b)(v) of the Equity Definitions shall be amended by substituting “Trade Date Stock Loan Rate” for “Initial Stock Loan Rate” in subparagraphs (X) and (Y).
	Trade Date Stock Loan Rate means 0.40%.
For the purposes of Loss of Stock Borrow and Increased Cost of Stock Borrow, the Stock Loan Rate at any time shall be the amount equal to the relevant overnight USD-LIBOR-BBA rate, less the interest rate received by the Hedging Party, or plus the interest rate paid by the Hedging Party, as the case may be, in respect of cash collateral that the Hedging Party is required to post in connection with any stock loan arrangement with a stock lender for this Transaction (“Stock Loan”), plus the borrow fee, if any, under the Stock Loan.
Increased Cost of Hedging:	Applicable
The Hedging Party in respect of this Transaction shall be MLPFS.
Additional Termination Event:	On any Business Day, MLPFS may elect to terminate this Transaction in the event it is no longer able to borrow (or maintain a borrowing of) Shares equal to the Number of Shares or any portion of the Number of Shares (a “Loss of Borrow Event”); provided that MLPFS has given Counterparty at least three (3) Business Days notice thereof (the “Notice Period”); provided further that if during the Notice Period, Counterparty, either directly or indirectly, provides for a loan of such Shares upon terms consistent with then-applicable law, then MLPFS will use reasonable efforts to enter into a stock loan or similar agreement and if such an agreement is executed and for so long as such Shares, so borrowed, MLPFS shall have no right to terminate this Transaction on account of such Loss of Borrow Event.
Calculation Agent:	MLPFS
Determining Party:	MLPFS
Non-Reliance:	Applicable
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
Eligible Contract Participant:	Each party represents to the other party that it is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act (as amended).
Governing Law:	The laws of the State of New York (without reference to choice of law doctrine).

Collateral:
Independent Amount:	Independent Amount with respect to Counterparty and this Transaction under the Credit Support Annex which forms part of the Agreement (the “CSA”) means Shares in an amount equal to the Number of Shares (the “Pledged Shares”).
Eligible Collateral:	The Pledged Shares will constitute Eligible Collateral with respect to this Transaction with a Valuation Percentage of 100%.
Exposure:	This Transaction will be disregarded for purposes of determining the Secured Party’s Exposure under the CSA.
Representations of Counterparty:	In addition to the acknowledgments and agreements contained in Article 13 of the Equity Definitions, Counterparty represents that it (a) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into the Transaction; (b) qualifies as an “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”); (c) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; (d) is entering into the Transaction for a bona fide business purpose to hedge an existing position; (e) acknowledges that in return for downside protection against a decline in the market price of the Shares below the Forward Floor Price, Counterparty is foregoing the upside value of an increase in the market price of the Shares above the Forward Cap Price; and (f) in exchange for prepayment of the purchase price under the Transaction, Counterparty agrees to sell (and physically deliver) the Shares to MLPFS on the Settlement Date (unless Counterparty elects Cash Settlement in the manner specified herein).
	Counterparty has no knowledge of any non-public material information regarding the Issuer of the Shares.
	Counterparty has furnished MLPFS with copies of all material agreements or contracts to which it is a party, by which it is bound, or by which the Pledged Shares are bound, that relate to the Pledged Shares.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us by facsimile transmission to telecopier no. (917) 778-0835.

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:/s/ Rhonda Lucarelli
	Rhonda Lucarelli
	Title: Authorized Signatory

Accepted and confirmed as of the date first above written.

KENNETH L. & CINDY A. AGEE

By:/s/ Kenneth L. Agee
	Name:
	Title:

By:/s/ Cindy A. Agee
	Name:
	Title:

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