UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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(e), 13d-1(f) or 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 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).
SCHEDULE 13D
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
2,454,674
8 SHARED VOTING
POWER
9 SOLE
DISPOSITIVE
POWER
2,454,674
10 SHARED
DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,454,674
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
2,454,674
8 SHARED VOTING
POWER
9 SOLE
DISPOSITIVE
POWER
2,454,674
10 SHARED
DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,454,674
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
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
2,454,674
9 SOLE
DISPOSITIVE
POWER
70,500
10 SHARED
DISPOSITIVE
POWER
2,454,674
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,525,174
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
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
This statement is no longer filed on behalf of Goldie S. Goldstein,
who died in September, 1998.
Item 3. Source and Amount of Funds or Other Consideration
On November 24, 1998, Jerome J. Goldstein received from the Employee
Stock Ownership Plan of Scott's Liquid Gold-Inc. (the "Company") 7,650
shares of Common Stock of the Company. Those 7,650 shares were contributed
on December 4, 1998 by Mr. Goldstein to the Goldstein Family Partnership,
Ltd. (the "Partnership") in return for 31.46 units in the Partnership.
The Partnership has outstanding 10,095.84 units of which Jerome J.
Goldstein owns approximately 1,349.84 and of which the Goldstein Family
Corporation owns approximately 103 units.
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. 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.
Jerome J. Goldstein and Goldie S. Goldstein (the wife of Mr.
Goldstein, who is now deceased) made a gift of 41 units in the Partnership
to an unrelated party in August, 1998, and made gifts of a total of 165
units in the Partnership to three grandchildren in September, 1998. In
November, 1998, Jerome J. Goldstein received 1,672 units in the Partnership
from the Estate of Goldie S. Goldstein. In November, 1998, Mr. Goldstein
transferred 2,057 units in the Partnership to a charitable lead annuity
trust of which Mark E. Goldstein, his son, is the trustee. As a result,
approximately 41% of the outstanding units in the Partnership are held by
two children (including Mark E. Goldstein) of Mr. Goldstein, approximately
20% of the outstanding units are owned by a charitable trust, approximately
13% of the units are owned by 5 grandchildren of Mr. Goldstein,
approximately 11% of the outstanding units are owned by other relatives and
approximately .4% of the units are owned by an unrelated person. Gifts of
limited partner interests in the Partnership and sales of those interests
may be made in the future by Mr. Goldstein. One of the children of Mr.
Goldstein is Mark E. Goldstein, who is the President, Chief Executive
Officer and a director of the Company.
Mr. Goldstein controls the Goldstein Corporation. Under the will of
Mr. Goldstein, in the event of his death, it is currently provided that
Mark E. Goldstein, his 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 an exhibit to this Schedule.
Except as may be indicated above, the Partnership, Goldstein
Corporation and Mr. 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 2,454,674 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 2,454,674 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. Goldstein as the director and executive officer 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.
Goldstein also may be deemed to be the beneficial owner of such 2,454,674
shares 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. 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 2,525,174 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 has the sole voting power and disposition
power with respect to 2,454,674 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 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. 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 and Item 4 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. 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 an exhibit to this Schedule.
In selling limited partnership interests in 1996 and 1997, Jerome J.
Goldstein and Goldie S. 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. All these notes are owned at this time by Jerome J.
Goldstein. The interest on the outstanding principal is payable annually,
and the full principal amount of the note is due nine years from the date
of sale. 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: February 12, 1999.
Goldstein Family Partnership, Ltd.
By Goldstein Family Corporation
By: Jerome J. Goldstein, President
Goldstein Family Corporation
By: Jerome J. Goldstein, President
Jerome J. Goldstein
