| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OI CORP [ OICO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/15/2010 | U | 14,100 | D | $12.5(1) | 0 | D(2) | |||
| Common Stock | 11/15/2010 | U | 334,720 | D | $12.5(1) | 0 | I | By Mustang Capital Advisors, LP(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Disposed of pursuant to merger agreement between issuer, ITT Corporation, and Oyster Acquisition Corp. for $12.00 per share merger consideration and a $0.50 per share special dividend. |
| 2. Shares are held directly by Mr. Linnartz. |
| 3. Mr. Linnartz is the Managing Member of Mustang Capital Management, LLC, the General Partner of Mustang Capital Advisors, LP. |
| 4. Mustang Capital Advisors, LP, Mustang Capital Management, LLC, Western Mustang Holdings, LLC, and Western Sizzlin Corporation each disclaim beneficial ownership of the shares of Common Stock reported herein except to the extent of their pecuniary interest therein and this report shall not be deemed to be an admission that any of the foregoing is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
| 5. As the general partner of Mustang Capital Advisors, LP, Mustang Capital Management, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Mustang Capital Advisors, LP. As the managing member of Mustang Capital Management, John K.H. Linnartz may be deemed to beneficially own the shares of Common Stock beneficially owned by Mustang Capital Advisors, LP. By virtue of its 51% ownership interest in Mustang Capital Management, Western Mustang Holdings, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Mustang Capital Advisors, LP. As the sole member of Western Mustang Holdings, LLC, Western Sizzlin Corporation may be deemed to beneficially own the shares of Common Stock beneficially owned by Mustang Capital Advisors, LP. |
| /s/ Laura E. Hotard (Attorney-in-Fact for John K.H. Linnartz) | 11/16/2010 | |
| /s/ Laura E. Hotard (Attorney-in-Fact for Mustang Capital Advisors, LP) | 11/16/2010 | |
| /s/ Laura E. Hotard (Attorney-in-Fact for Mustang Capital Management, LLC) | 11/16/2010 | |
| /s/ Laura E. Hotard (Attorney-in-Fact for Western Mustang Holdings, LLC) | 11/16/2010 | |
| /s/ Laura E. Hotard (Attorney-in-Fact for Western Sizzlin Corp.) | 11/16/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||