SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)[1]
Carbo Ceramics Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
140781108
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
[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 the disclosures provided in a prior cover page.
The information required in 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 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).
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CUSIP No. 140781108 13G
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert S. Rubin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
NUMBER OF 648,900
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH
648,900
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
648,900
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
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Carbo Ceramics Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
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6565 MacArthur Blvd.
Suite 1050
Irving, Texas 75039
Item 2(a). Name of Person Filing:
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Robert S. Rubin
Item 2(b). Address of Principal Business Office or, if none, Residence:
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Robert S. Rubin's principal business office is located at JPMorgan
Chase, 18th Floor, 320 Park Avenue, New York, NY 10022.
Item 2(c). Citizenship:
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Robert S. Rubin is a citizen of the United States.
Item 2(d). Title of Class of Securities:
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Common Stock, par value $.01 per share.
Item 2(e). CUSIP Number:
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The CUSIP number for the Common Stock is 140781108.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
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or(c), Check Whether the Person Filing is a:
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(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
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(a) - (b)
Mr. Rubin may be deemed to be the beneficial owner of 648,900
shares, which constitutes approximately 4.1% of the shares outstanding.
(c)
Mr. Rubin has sole power to vote or to direct the vote and to
dispose or to direct the disposition of 648,900 shares.
Item 5. Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on by the Parent Holding Company.
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Not Applicable.
Item 8. Identification and Classification of Members of the Group.
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Not Applicable.
Item 9. Notice of Dissolution of Group.
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Not Applicable.
Item 10. Certification.
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Not Applicable.
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: February 3, 2005
By: /s/ Robert S. Rubin
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Name: Robert S. Rubin