Form 13D/A

0000950123-10-086585.txt : 20100916 0000950123-10-086585.hdr.sgml : 20100916 20100916124446 ACCESSION NUMBER: 0000950123-10-086585 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100916 DATE AS OF CHANGE: 20100916 GROUP MEMBERS: JOHN K. H. LINNARTZ GROUP MEMBERS: MUSTANG CAPITAL ADVISORS, LP GROUP MEMBERS: MUSTANG CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WESTERN MUSTANG HOLDINGS LLC GROUP MEMBERS: WESTERN SIZZLIN CORPORATION 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: 101075437 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 c06022sc13dza.htm FORM 13D/A Form 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

O.I. Corporation

(Name of Issuer)

Common Stock, $0.10 Par Value Per Share

(Title of Class of Securities)

670841105

(CUSIP Number)

Barry Y. Greenberg
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 13, 2010

(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. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).


CUSIP No.		670841105


1	NAMES OF REPORTING PERSONS Mustang Capital Advisors, LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			334,720

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			334,720

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	334,720

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2


CUSIP No.		670841105


1	NAMES OF REPORTING PERSONS Mustang Capital Management, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			334,720

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			334,720

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	334,720

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 3


CUSIP No.		670841105


1	NAMES OF REPORTING PERSONS John K. H. Linnartz


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		7	SOLE VOTING POWER

NUMBER OF			14,100

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			334,720

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			14,100

WITH		10	SHARED DISPOSITIVE POWER

			334,720

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	348,820

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 4


CUSIP No.		670841105


1	NAMES OF REPORTING PERSONS Western Mustang Holdings LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			334,720

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			334,720

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	334,720

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 5


CUSIP No.		670841105


1	NAMES OF REPORTING PERSONS Western Sizzlin Corporation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			334,720

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			334,720

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	334,720

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 6

SCHEDULE 13D/A

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.


Item 3.		Source and Amount of Funds

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 334,720 Shares owned by MCA is $3,654,153, 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 4.		Purpose of the Transaction

Item 4 is hereby amended to add the following:

MCP I, MCP II, MCA and Mr. Linnartz have entered into the Shareholders Agreements as described in Item 6 below, which are hereby incorporated by reference and added to the end of this Item 4.


Item 5.		Interest in Securities of the Issuer

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 2,361,628 Shares outstanding, which is the total number of Shares reported outstanding as of August 25, 2010 in the Issuer’s Form 10-K/A filed with the Securities and Exchange Commission on August 26, 2010.

As of the close of business on September 15, 2010, MCP I, MCP II and the Accounts beneficially owned 334,720 Shares, constituting approximately 14.2% 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 334,720 Shares collectively owned by MCP I, MCP II and the Accounts, constituting approximately 14.2% of the Shares outstanding.

Page 7

As general partner of MCA, MCM may be deemed to beneficially own the 334,720 Shares beneficially owned by MCA, constituting approximately 14.2% of the Shares outstanding.

As managing member of MCM, Mr. Linnartz may be deemed to beneficially own the 334,720 Shares beneficially owned by MCM, constituting approximately 14.2% of the Shares outstanding.

Western Mustang, by virtue of its 51% ownership interest in MCM, may be deemed to beneficially own the 334,720 Shares beneficially owned by MCM, constituting approximately 14.2% of the Shares outstanding.

WSC, as the sole member of Western Mustang, may be deemed to beneficially own the 334,720 Shares beneficially owned by Western Mustang, constituting approximately 14.2% of the Shares outstanding.

As of the close of business on September 15, 2010, 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 334,720 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.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

In connection with the definitive Agreement and Plan of Merger by and among the Issuer, ITT Corporation (“ITT”) and Oyster Acquisition Corp. (“Oyster”) dated as of September 13, 2010, MCP I, MCP II, MCA and Mr. Linnartz have each entered into a Shareholder Agreement with ITT, a form of which is attached hereto as Exhibit 99.2, pursuant to which they each have agreed to vote all of their respective Shares in favor of Oyster merging with and into the Issuer and the Issuer becoming a wholly-owned subsidiary of ITT (the “Merger”), and against any proposal in opposition to or in competition with the Merger.


Item 7.		Material to be Filed as Exhibits

Item 7 is hereby amended to add the following:

Exhibit 99.2

Form of Shareholder Agreement, dated as of September 13, 2010.

Page 8

Signatures

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

Dated: September 16, 2010


MUSTANG CAPITAL ADVISORS, LP
By:	Mustang Capital Management, LLC, its general partner

	By:	/s/ John K. H. Linnartz
	Name: John K. H. Linnartz
	Title: Managing Member

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

/s/ John K. H. Linnartz
Name: John K. H. Linnartz

WESTERN MUSTANG HOLDINGS LLC
By:	Western Sizzlin Corporation, its sole member

	By:	/s/ Robyn Mabe
	Name: Robyn Mabe
	Title: Vice President and CFO

WESTERN SIZZLIN CORPORATION
By:	/s/ Robyn Mabe
Name: Robyn Mabe
Title: Vice President and CFO

Page 9

EX-99.2 2 c06022exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2 — Shareholder Agreement

SHAREHOLDER AGREEMENT

SHAREHOLDER AGREEMENT, dated as of September ___, 2010 (this “Agreement”), by the undersigned shareholder (the “Shareholder”) of O.I. Corporation, an Oklahoma corporation (the “Company”), for the benefit of ITT Corporation, an Indiana corporation (“Parent”), and the Company.

RECITALS

WHEREAS, Parent, Oyster Acquisition Corp., an Oklahoma corporation and a direct wholly owned subsidiary of Parent (“Sub”), and the Company are entering into an Agreement and Plan of Merger, dated as of September ___, 2010 (the “Merger Agreement”), whereby, upon the terms and subject to the conditions set forth in the Merger Agreement, each issued and outstanding share of Common Stock, par value $0.10 per share, of the Company (“Company Common Stock”), not owned directly or indirectly by Parent or the Company, will be converted into the right to receive the Merger Consideration specified in Section 1.5(c) of the Merger Agreement;

WHEREAS, the Shareholder (i) owns of record the number of shares of Company Common Stock and/or (ii) owns or holds conversion rights, exchange rights, warrants or stock options (whether or not vested) to acquire that number of shares of Company Common Stock appearing on the signature page hereof (all such shares of Company Common Stock, together with any other shares of capital stock of the Company acquired by such Shareholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”); and

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that the Shareholder agree, and in order to induce Parent to enter into the Merger Agreement the Shareholder has agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, the Shareholder agrees as follows:

(i) Covenants of Shareholder. Until the termination of the Shareholder’s obligations in accordance with Section 3, the Shareholder agrees as follows:

At the Shareholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall appear or otherwise cause the Subject Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that the Subject Shares are duly counted as present thereat for purposes of calculating a quorum.

ii) At the Shareholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement; provided, however, that in the event a Company Adverse Recommendation Change is made in response to a Superior Proposal and continues in effect in compliance with the Merger Agreement, the Shareholder shall not be bound by the obligations set forth in this Section 1(b).

iii) At any meeting of shareholders of the Company (or at any adjournment thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Proposal, (ii) any amendment of the Company’s Certificate of Incorporation, as amended, or Bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner (A) impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (B) reasonably be expected to result in a breach of the Merger Agreement in any respect or (C) change in any manner the voting rights of any class of capital stock of the Company, and (iii) any nomination, proposal to elect or election of any person as a director of the Company who is not a member of the Company’s Board of Directors on the date hereof.

iv) The Shareholder shall not, nor shall the Shareholder permit any affiliate, director, officer, employee, investment banker or attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal.

v) The Shareholder shall use the Shareholder’s commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement.

vi) The Shareholder hereby agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of such Shareholder’s Subject Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in relation to such Shareholder’s Subject Shares.

vii) The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

Representations and Warranties. The Shareholder represents and warrants to Parent as follows:

viii) The Shareholder is the record and beneficial owner of, and has good title to, the Subject Shares, including the shares set forth below the Shareholder’s name on the signature page hereto, free and clear of any Liens. The Shareholder does not own, of record or beneficially, or hold any conversion rights, exchange rights, warrants or stock options to acquire, any shares of capital stock of the Company other than the Subject Shares. The Shareholder has the sole right to vote, and the sole power of disposition with respect to, the Subject Shares, and none of the Subject Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of such Subject Shares, except as contemplated by this Agreement.

ix) The Shareholder has the legal capacity and all requisite power and authority to enter into this Agreement and to perform the Shareholder’s obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder. Assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors’ rights generally and by general equitable principles. The execution and delivery of this Agreement by the Shareholder does not and will not conflict with any agreement, order or other instrument binding upon the Shareholder, nor require the Shareholder to make or obtain any regulatory filing or approval.

(i) Termination. The obligations of the Shareholder hereunder shall terminate upon the earlier of the termination of the Merger Agreement pursuant to Section 7.1 thereof or the Effective Time.

(ii) Further Assurances. The Shareholder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

(iii) Successors, Assigns and Transferees Bound. Any successor, assignee or transferee (including a successor, assignee or transferee as a result of the death of the Shareholder, such as an executor or heir) shall be bound by the terms hereof, and the Shareholder shall take any and all actions necessary to obtain the written confirmation from such successor, assignee or transferee that it is bound by the terms hereof.

(iv) Recapitalizations, Stock Dividends, etc. If, between the date of this Agreement and the Effective Time, (a) the outstanding shares of Company Common Stock shall be increased, decreased, changed into or exchanged for a different number of shares or different class, in each case, by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares, (b) a stock dividend or dividend payable in any other securities of the Company shall be declared with a record date within such period, (c) any other securities of the Company shall be declared with a record date within such period or (d) any similar event shall have occurred, then the term “Subject Shares” shall be deemed to refer to and include such shares as well as all such additional shares, stock dividends and any other securities into which or for which any or all of such changes may be changed or exchanged or which are received in such transaction.

(v) Shareholder Information. The Shareholder hereby agrees to permit Parent and the Company to publish and disclose in the Proxy Statement, any public announcement and any report filed with or furnished to the SEC the Shareholder’s identity and ownership of the Subject Shares and the nature of the Shareholder’s commitments, arrangements and understandings under this Agreement.

(vi) Stop Transfer Order. In furtherance of this Agreement, the Shareholder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Subject Shares.

(vii) Remedies. The Shareholder acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by it and that any such breach would cause Parent irreparable harm. Accordingly, the Shareholder agrees that in the event of any breach or threatened breach of this Agreement, Parent, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.

(viii) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Shareholder, and Parent shall have no authority to direct the Shareholder in the voting or disposition of the Subject shares, except as otherwise provided herein.

(ix) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible.

(x) Amendment. This Agreement may be amended only by means of a written instrument executed and delivered by both the Shareholder and Parent.

(xi) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the state of Oklahoma without regard to the conflict of law principles thereof. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Oklahoma and the federal courts of the United States of America located in the State of Oklahoma solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in such manner as may be permitted by law shall be valid and sufficient service thereof.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

(xii) Capitalized Terms. Capitalized terms used in this Agreement that are not defined herein shall have such meanings as set forth in the Merger Agreement.

(xiii) Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

(xiv) No Limitation on Actions of the Shareholder as Director. In the event the Shareholder is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Shareholder to take or in any way limit any action that the Shareholder may take to discharge the Shareholder’s fiduciary duties as a director of the Company.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Shareholder has signed this Agreement as of the date first written above.






	Number of shares of Company Common Stock owned on the date hereof:

	Number of shares of Company Common Stock subject to conversion rights, exchange rights, warrants and stock options owned and/or held on the date hereof:

Accepted and agreed to
as of the date first written above:


ITT Corporation
By:
Name:
Title:

O.I. Corporation
By:
Name:
Title: