UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
SCOTT'S LIQUID GOLD-INC.
(Name of Issuer)
Common Stock, $0.10 Par Value
(Title of Class of Securities)
810202 10 1
(CUSIP Number)
Mark R. Levy, Holland & Hart LLP, 555 - 17th Street, Denver, CO 80202
(303)295-8073
(Name/Address/Telephone Number of Person
Authorized to Receive Notices and
Communications)
None
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
CUSIP No. 810202 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Goldstein Family Partnership, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
7 SOLE VOTING POWER
2,439,367
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
2,439,367
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,367
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Goldstein Family Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
7 SOLE VOTING POWER
2,439,367
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
2,439,367
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,367
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 810202 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerome J. Goldstein
####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
70,500
8 SHARED VOTING POWER
2,439,367
9 SOLE DISPOSITIVE POWER
70,500
10 SHARED DISPOSITIVE POWER
2,439,367
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,509,867
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 810202 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Goldie S. Goldstein
####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
8 SHARED VOTING POWER
2,439,367
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
2,439,367
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,439,367
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. SECURITY AND ISSUER
This Schedule relates to Common Stock of Scott's Liquid Gold-Inc. (the
"Company"), par value $0.10 per share. The address of the principal executive
office of the Company is 4880 Havana Street, Denver, Colorado 80239.
ITEM 2. IDENTITY AND BACKGROUND
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 4, 1996 Jerome J. Goldstein received from the Employee Stock
Ownership Plan of Scott's Liquid Gold-Inc. (the "Company") 7,588 shares of
common stock of the Company. Those 7,588 shares were contributed on December
9, 1996 by Mr. Goldstein to the Goldstein Family Partnership, Ltd. (the
"Partnership") in return for 33 units in the Partnership. The Partnership has
outstanding 10,033 units of which Jerome J. Goldstein and Goldie S. Goldstein
own approximately 3,422 and 1,289 units, respectively.
See also Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
The purposes of the acquisition of the Company's Common Stock by the
Partnership were to facilitate estate planning of Mr. and Mrs. Goldstein and to
have the voting and disposition powers with respect to those shares rest with
the Goldstein Family Corporation (the "Goldstein Corporation") as the sole
general partner of the Partnership.
Certain limited partner interests in the Partnership have been sold by Mr.
and Mrs. Goldstein as of November 6, 1996 to two of their children (each of
whom has approximately 20.5% of the outstanding units of the Partnership) and
certain other relatives of Mr. and Mrs. Goldstein (who in the aggregate have
approximately 11% of the outstanding units of the Partnership). (A sale of
units of the Partnership to a third child of Mr. and Mrs. Goldstein was to have
been made as of November 6, 1996, but this sale was not consummated.) Gifts of
limited partner interests in the Partnership and subsequent sales of those
interests may be made in the future by Mr. and Mrs. Goldstein. One of the
children of Mr. and Mrs. Goldstein is Mark E. Goldstein, who is the President,
Chief Executive Officer and a director of the Company.
Mr. and Mrs. Goldstein control the Goldstein Corporation. Under the wills
of Mr. and Mrs. Goldstein, in the event of the death of both of them, it is
currently provided that Mark E. Goldstein, their son, would receive all
outstanding shares of the Goldstein Corporation and therefore control the
Goldstein Corporation.
Mr. Goldstein has stock options under a Company plan to acquire certain
shares of Common Stock of the Company and a vested interest in shares of the
Company's Common Stock held in his account under the Company's employee stock
ownership plan. Mr. Goldstein may in the future contribute or sell those
shares to the Partnership.
The Partnership may be dissolved upon the written agreement of partners
holding at least 75% of the total capital account balances of all partners, the
expiration of the term of 30 years and certain other events listed in the
Limited Partnership Agreement of the Partnership, effective November 6, 1996,
as it may be amended from time to time (the "Partnership Agreement"). Please
see Article XI of the Partnership Agreement, which Agreement is attached as an
exhibit to this Schedule.
Except as may be indicated above, the Partnership, Goldstein Corporation
and Mr. and Mrs. Goldstein have no plans or proposals which relate to or would
result in: (a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries; (d) any
change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other
material change in the Company's business or corporate structure; (g) changes
in the Company's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Partnership owns 2,439,367 shares of Common Stock of the Company.
Under the terms of the Partnership Agreement, a determination on the voting or
disposition of these shares rests with the sole general partner, the Goldstein
Corporation. The Partnership and the Goldstein Corporation may be deemed to be
the beneficial owners of all such 2,439,367 shares of common stock of the
Company, representing approximately 24.3% of the outstanding common stock of
the Company, and to have the sole power to vote or to direct the vote of such
shares and the sole power to dispose or to direct the disposition of such
shares.
Mr. and Mrs. Goldstein as directors and executive officers of the
Goldstein Corporation will determine the actions of the Partnership with
respect to the shares of the Company's Common Stock held by the Partnership.
Mr. and Mrs. Goldstein also may be deemed to be the beneficial owner of such
2,439,367 shares and to share together the power to vote or to direct the vote
of such shares and the power to dispose or to direct the disposition of such
shares.
Mr. Goldstein holds stock options under a stock option plan of the Company,
which options are presently exercisable for 70,500 shares of Common Stock of the
Company. Accordingly, Mr. Goldstein may be deemed the beneficial owner of a
total of 2,509,867 shares of Common Stock of the Company (which includes shares
subject to the options), representing 24.8% of the outstanding Common Stock of
the Company (assuming the exercise of the options). Mr. Goldstein shares the
voting power and disposition power with respect to 2,439,367 shares as described
above and may be deemed to have the sole power to vote or to direct the vote of
the 70,500 shares subject to the option and to have the sole power to dispose or
to direct the disposition of the 70,500 shares subject to the option.
The limited partners of the Partnership, which includes two children of Mr.
and Mrs. Goldstein and certain other relatives, have an interest in dividends
from or the proceeds from the sale of any Common Stock held by the Partnership
because the dividends or proceeds would become assets of the Partnership.
However, under the terms of the Partnership Agreement, they do not have the
right to receive or the power to direct the receipt of any such dividends or
proceeds. See Item 4 above.
The Partnership, Goldstein Corporation and Mr. and Mrs. Goldstein have not
engaged in any transactions in the Common Stock of the Company since the date of
the original filing of this Schedule 13D, except transfers described in Item 3
of this Schedule 13D as amended.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Partnership, Goldstein Corporation and Mr. and Mrs. Goldstein do not
have any contracts, arrangements, understandings or relationships among
themselves or between any of them and another person or entity with respect to
the securities of the Company except to the extent any of the following may be
so considered.
The Partnership Agreement sets forth the powers of the Goldstein
Corporation as the general partner to control the voting of, disposition of and
other matters concerning the Common Stock of the Company held by the
Partnership. The Partnership Agreement is attached as an exhibit to this
Schedule.
In selling limited partnership interests to two of their children and
certain other relatives, Mr. and Mrs. Goldstein entered into a sales agreement
with each buyer and received back from each buyer a promissory note in full
payment of the purchase price. The interest on the outstanding principal is
payable annually, and the full principal amount of the note is due nine years
from November 6, 1996. The notes require a prepayment if the stock of the
Company is sold by the Partnership and any proceeds from the sale are
distributed to the limited partners.
Please also see information in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No change.
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.
Date: January 8, 1997.
Goldstein Family Partnership, Ltd.
By: Goldstein Family Corporation,
its General Partner
By: /s/ Jerome J. Goldstein
President
Goldstein Family Corporation
By: /s/ Jerome J. Goldstein
President
/s/ Jerome J. Goldstein
/s/ Goldie S. Goldstein
