-----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, RSrycspaQm2iBsaUXMIKKUbvgQ38ZUEHXxq5HqDopVlcqWYbA7HQbtnCCELs6HFb /kCu47WipOraQokwpbzKtw== 0000950134-06-005170.txt : 20060315 0000950134-06-005170.hdr.sgml : 20060315 20060315161217 ACCESSION NUMBER: 0000950134-06-005170 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060315 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12948 FILM NUMBER: 06688433 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: FARNAM STREET PARTNERS LP /MN CENTRAL INDEX KEY: 0001058465 IRS NUMBER: 411895541 STATE OF INCORPORATION: MN FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: MINNEAPOLIS CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6058 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: MINNEAPOLIS CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13G/A 1 c03495a3sc13gza.txt AMENDMENT TO SCHEDULE 13G ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PUSUANT TO RULE 13d-2(a) (AMENDMENT NO. 3)* O.I. Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 670841 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Farnam Street Partners, L.P. 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 Phone: (612) 253-6058 With a copy to: Douglas T. Holod, Esq. Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-4140 Phone: (612) 672-8200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 2006 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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. 670841 10 5 Page 2 of 6 ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Farnam Street Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO (Investment proceeds) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 252,880 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 252,880 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 252,880 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $0.10 par value, of O.I. Corporation, an Oklahoma corporation ("O.I. Corp" or the "Company"). The address of O.I. Corp's principal executive offices is 151 Graham Road, P.O. Box 9010 College Station, TX 77842. ITEM 2. IDENTITY AND BACKGROUND (a) This Amendment to Schedule 13D is being filed by Farnam Street Partners, L.P., a Minnesota Limited Partnership (the "Fund"), of which the General Partner is Farnam Street Capital, Inc., a Minnesota corporation. Mr. Raymond E. Cabillot is Chief Executive Officer and Chief Financial Officer and Mr. Peter O. Haeg is President and Secretary of Farnam Street Capital, Inc. The Fund is making this filing because it is the beneficial owner, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), of more than five percent (5%) of the outstanding shares of Common Stock of the Issuer. (b) The principal office of Farnam Street Partners, L.P. is 3033 Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55416. (c) Farnam Street Partners, L.P. was organized in January 1998 as a Minnesota Limited Partnership. Its principal business activities involve investing in equity securities of publicly traded companies, as well as other types of securities. (d) - (e) During the last five years, neither the Fund nor the principals of its General Partner have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have the parties been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting, or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price of the purchases identified in response to Item 5(c) was $12,823.65. All such purchases were paid for with investment proceeds from various limited partnership interests. All securities identified in response to Item 5(c) were acquired by open market purchases. ITEM 4. PURPOSE OF TRANSACTION All of the shares of the Company owned by the Reporting Person (FSP) were, at the time of their purchase, acquired for investment purposes in the ordinary course of business. FSP makes investments in companies that it believes are undervalued. In the ordinary course of its business activities, FSP analyzes the operations, capital structure, management strategies and corporate governance of the companies in whose securities it invests (including those of the company) on a continuous basis through, among other things, analysis of various documents, discussions with industry observers and discussions with representatives of such companies. In the course of its business activities, FSP may participate in discussions with third parties, including other holders of securities of subject companies, or with management of subject companies regarding potential changes in the operations, management, capital structure, or corporate governance of such companies in order to enhance shareholder value of subject companies. Such suggestions or positions may relate to one or more of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Based on the Company's performance and depending on further study of the Company's prospects, and upon future developments (including but not limited to performance of the Company's stock in the market, the attitude of, actions taken or not taken and information provided by the Company's Board of Directors and management, availability of funds, alternative investments, and general economic and stock market condition), FSP may from time to time purchase additional shares of the Company's stock or dispose of all or some of the shares. FSP has conducted conversations with members of the Company's management and intends to have further discussions with management and members of the Company's board of directors. It is FSP's opinion that the Company's shares are currently undervalued in the marketplace. The purpose of FSP's conversations with management and the board is to continue to gather information and to initiate a dialogue regarding possible steps to enhance shareholder value including, but not limited to, the items specified in clauses (a) through (j) of Item 4 of the Schedule 13D filing form. FSP expects to continue its discussions with the Company's management and board, and may in the future make suggestions or proposals intended to enhance shareholder value, or take a position supporting such suggestions or proposals made by other shareholders or outside parties. In addition on March 10, 2006, we nominated Raymond E. Cabillot and Peter O. Haeg to the Company's Board to stand for election to the Company's board of directors. The letter attached hereto as Exhibit 1 was sent to the Company's board of directors on March 13, 2006. Except as set forth in this Item 4, FSP has no present plans or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, but it will continue to analyze and review its position based upon further developments. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER (a) The Fund beneficially owns 252,880 shares of the outstanding Common Stock of the Issuer, representing approximately 8.9% of the Common Stock (based upon 2,843,917 shares outstanding on September 30, 2005, as reported in the Issuer's most recent 10-Q filed on November 8, 2005). (b) The Fund does not share voting and dispositive power with respect to any shares. c. TRANSACTIONS IN THE LAST 60 DAYS. No. of Price per Trade Date Shares share ------------------------------------------ 2/28/06 600 $11.92 3/08/06 452 $12.5479 d. Not applicable. e. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or relationships between the Fund, on one hand, and any other person with respect to any securities of the Issuer on the other hand. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 -- Letter to the Company's Board of Directors 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. Dated: March 15, 2006 FARNAM STREET PARTNERS, L.P. BY: FARNAM STREET CAPITAL, INC., General Partner By: /s/ Raymond E. Cabillot ------------------------------- Raymond E. Cabillot, Chief Executive Officer By: /s/ Peter O. Haeg ------------------------------- Peter O. Haeg, President EX-99.1 2 c03495a3exv99w1.txt LETTER TO THE COMPANY'S BOARD OF DIRECTORS Exhibit 1 [Farnam Street Partners L.P. Letterhead] March 13, 2006 Board of Directors OI Corporation P.O. Box 9010 151 Graham Road College Station, Texas 77842-9010 Gentleman, As a significant shareholder of OI Corporation, we believe OI Corporation's board of directors has failed at capital allocation and disappointingly, given the Company's most recent press release, we do not believe this is likely to change anytime soon. Last week OI Corporation filed an 8-K indicating three of the five board members would be retiring: one by December 31, 2006; one by May, 2007; and one by the 2008 annual meeting. At this point the majority of the board members have announced retirement from the board but still serve as board members. We believe the retiring board members should be replaced as soon as possible. We believe board members who have significant ownership positions in the company are the best board members for shareholders. To quote Warren Buffett from his 2002 letter to shareholders: "To find new directors, we will look through our shareholders list for people who directly, or in their family, have had large Berkshire holdings -- in the millions of dollars -- for a long time. Individuals making that cut should automatically meet two of our tests, namely that they be interested in Berkshire and shareholder-oriented." Farnam Street Partners is the second largest shareholder OI Corporation. Our initial 13-D filing on December 9, 2002 expressed our opinion that the board of directors' should authorize and implement a share repurchase program to address the Company's overcapitalized balance sheet and create shareholder value. During the period 2002 through nine months of 2005 OI Corporation generated $9.2 million from operating activities. During this period the Company did not pay out any dividends or make any significant acquisitions and only made a minimal share repurchase of $143,105 in 2003. It did make one investment of $1,000,000 in Intelligent Ion, Inc which was subsequently acquired and written down by $767,000. OI Corporation's September 30, 2005 balance sheet states cash and current investments totaled $11.4 million or approximately 36% of the market value of OI Corporation at that time. Farnam Street Partners invests in companies that generate strong cash flows and OI Corporation accomplishes this. Ultimately, however companies have to reinvest the cash flows or return them to the shareholders. OI Corporation has failed at this during the 2002 through September, 2005 period. Last week we were disappointed to learn the majority of the board, the individuals making the capital allocation decisions for the shareholders, have announced their retirements although they will continue charting the strategic course of OI Corporation. We believe this sends a clear message that the Board is and will be in a state of future discontinuity given the stated retirement schedules of three out of its five members. The outcome of this discontinuity will most likely mean that the use of the disproportionate cash position held by the company won't and cannot be prudently agreed upon until the new Board is assembled. We believe the new board should be put in place as soon as possible. We believe shareholders of OI Corporation will be better served by board members that have a significant ownership stake and have nominated Ray Cabillot and Peter Haeg to the board. Farnam Street Partners currently owns 252,880 shares or 8.9% of OI Corporation. Sincerely, Farnam Street Partners Ray Cabillot Peter Haeg General Partner General Partner -----END PRIVACY-ENHANCED MESSAGE-----