-----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, AKeqGdZoKnkZtSWfgfcavLOuaJZlga4FvkCM68UzHia0FmBrDd2tGIlg5Q3H3yF0 htKcBK+yz14jKAj+CQ+qYw== 0000921895-09-002870.txt : 20091208 0000921895-09-002870.hdr.sgml : 20091208 20091208170412 ACCESSION NUMBER: 0000921895-09-002870 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091208 DATE AS OF CHANGE: 20091208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OI CORP CENTRAL INDEX KEY: 0000073773 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 730728053 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12948 FILM NUMBER: 091229305 BUSINESS ADDRESS: STREET 1: P O BOX 9010 STREET 2: 151 GRAHAM RD CITY: COLLEGE STATION STATE: TX ZIP: 778429010 BUSINESS PHONE: 4096901711 MAIL ADDRESS: STREET 1: 151 GRAHAM RD STREET 2: P O BOX 9010 CITY: COLLEGE STATION STATE: TX ZIP: 77842-9010 FORMER COMPANY: FORMER CONFORMED NAME: OCEANOGRAPHY INTERNATIONAL CORP DATE OF NAME CHANGE: 19801205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mustang Capital Management, LLC CENTRAL INDEX KEY: 0001417880 IRS NUMBER: 300127734 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1506 MCDUFFIE STREET CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 713.520.0911 MAIL ADDRESS: STREET 1: 1506 MCDUFFIE STREET CITY: HOUSTON STATE: TX ZIP: 77019 SC 13D/A 1 sc13da707177002_12042009.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D sc13da707177002_12042009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 7)1

O.I. Corporation
(Name of Issuer)

Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)

670841105
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 4, 2009
(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 that 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 x.

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


_______________
1              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).
 
CUSIP NO. 670841105
 
1
NAME OF REPORTING PERSON
 
Mustang Capital Advisors, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
329,720
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
329,720
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
329,720
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.0%
14
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 670841105
 
1
NAME OF REPORTING PERSON
 
Mustang Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
329,720
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
329,720
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
329,720
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.0%
14
TYPE OF REPORTING PERSON
 
OO

3
CUSIP NO. 670841105
 
1
NAME OF REPORTING PERSON
 
John K. H. Linnartz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
14,100
8
SHARED VOTING POWER
 
329,720
9
SOLE DISPOSITIVE POWER
 
14,100
10
SHARED DISPOSITIVE POWER
 
329,720
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
343,820
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6%
14
TYPE OF REPORTING PERSON
 
IN

4
CUSIP NO. 670841105
 
1
NAME OF REPORTING PERSON
 
Western Mustang Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
329,720
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
329,720
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
329,720
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.0%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 670841105
 
1
NAME OF REPORTING PERSON
 
Western Sizzlin Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
329,720
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
329,720
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
329,720
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.0%
14
TYPE OF REPORTING PERSON
 
CO

6
CUSIP NO. 670841105
 
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).  This Amendment No. 7 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 329,720 Shares owned by MCA is $3,616,153, including brokerage commissions.  The Shares owned by MCA were acquired with partnership funds.

The aggregate purchase price of the 14,100 Shares owned directly by Mr. Linnartz is $97,277, including brokerage commissions.  The Shares owned by Mr. Linnartz were acquired with personal funds.

Item 5 is hereby amended and restated to read as follows:
 
(a)-(e) The aggregate percentage of Shares reported owned by each person named herein is based upon 2,361,306 Shares outstanding, which is the total number of Shares reported to be outstanding as of November 10, 2009, in Amendment No. 1 to the Issuer’s Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on November 13, 2009.
 
As of the close of business on December 7, 2009, MCP I, MCPII and the Accounts beneficially owned 329,720 Shares, constituting approximately 14.0% of the Shares outstanding.
 
As general partner of each of MCP I and MCP II, and as investment manager to the Accounts, MCA may be deemed to beneficially own the 329,720 Shares collectively owned by MCP I, MCP II and the Accounts, constituting approximately 14.0% of the Shares outstanding.
 
As general partner of MCA, MCM may be deemed to beneficially own the 329,720 Shares beneficially owned by MCA, constituting approximately 14.0% of the Shares outstanding.
 
As managing member of MCM, Mr. Linnartz may be deemed to beneficially own the 329,720 Shares beneficially owned by MCM, constituting approximately 14.0% of the Shares outstanding.

Western Mustang, by virtue of its 51% ownership interest in MCM, may be deemed to beneficially own the 329,720 Shares beneficially owned by MCM, constituting approximately 14.0% of the Shares outstanding.

WSC, as the sole member of Western Mustang, may be deemed to beneficially own the 329,720 Shares beneficially owned by Western Mustang, constituting approximately 14.0% of the Shares outstanding.

As of the close of business on December 7, 2009, Mr. Linnartz directly owned 14,100 Shares, constituting less than one percent of the Shares outstanding.

MCA, MCM and Mr. Linnartz have the shared power to vote and dispose of the 329,720 Shares held by MCP I, MCP II and the Accounts.  Mr. Linnartz has the sole power to vote and dispose of the 14,100 Shares he owns directly.
 
7
CUSIP NO. 670841105

Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons during the past 60 days.  This Amendment No. 7 reports no purchase of Shares by the Reporting Persons pursuant to the 10b5-1 Trading Plan.  The purchases disclosed in this Amendment No. 7 that were not pursuant to the 10b5-1 Trading Plan were conducted at a time when the Reporting Persons were not in possession of material nonpublic information about the Shares or the Issuer.

No person other than the Reporting Persons are known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.  The Reporting Persons expressly disclaim beneficial ownership of the Securities reported herein except to the extent of their respective pecuniary interests therein.
 
8
CUSIP NO. 670841105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 8, 2009
MUSTANG CAPITAL ADVISORS, LP
   
 
By:
Mustang Capital Management, LLC
its general partner
   
 
By:
/s/ John K. H. Linnartz
   
John K. H. Linnartz, Managing Member


 
MUSTANG CAPITAL MANAGEMENT, LLC
   
 
By:
/s/ John K. H. Linnartz
   
John K. H. Linnartz, Managing Member


   
/s/ John K. H. Linnartz
   
John K. H. Linnartz

 
WESTERN MUSTANG HOLDINGS LLC
   
 
By:
Western Sizzlin Corporation,
its sole member
   
 
By:
/s/ Robyn Mabe
   
Robyn Mabe, Vice President and CFO


 
WESTERN SIZZLIN CORPORATION
   
 
By:
/s/ Robyn Mabe
   
Robyn Mabe, Vice President and CFO
 
9
CUSIP NO. 670841105
 
SCHEDULE A
 
Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($U.S.)
Date of
Purchase/(Sale)

MUSTANG CAPITAL ADVISORS, LP
 
27,260
  
7.3500
12/04/09
4,250
  
7.3064
12/07/09

MUSTANG CAPITAL MANAGEMENT, LLC
None
 
JOHN K. H. LINNARTZ
 
1,300
  
6.9977
11/25/09

WESTERN MUSTANG HOLDINGS LLC
None
 
WESTERN SIZZLIN CORPORATION
None
 
10
 
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