<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
SCHEID VINEYARDS INC.
---------------------
(NAME OF ISSUER)
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
806403 10 1
-----------
(CUSIP NUMBER)
ALFRED G. SCHEID
13470 WASHINGTON BLVD.
MARINA DEL REY, CALIFORNIA 90292
(310) 301-1555
------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 10, 1998 AND APRIL 27, 1998
--------------------------------------------
(DATES 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(b)
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 in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of 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).
<PAGE>
CUSIP NO. 806403 10 1 13D Page 2
--- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ALFRED G. SCHEID
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 2,709,589 (See Item 5 of this Filing)
OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,709,589 (See Item 5 of this Filing)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,589 (See Item 5 of this Filing)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / X /
(See Item 5 of this Filing)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.8% (40.4% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK ARE CONVERTED INTO SHARES OF
CLASS A COMMON STOCK) (See Item 5 of this Filing)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 806403 10 1 13D Page 3
--- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ALFRED G. SCHEID, AS TRUSTEE OF THE ALFRED G. SCHEID REVOCABLE TRUST, DATED
OCTOBER 8, 1992
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 2,709,589 (See Item 5 of this Filing)
OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,709,589 (See Item 5 of this Filing)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,709,589 (See Item 5 of this Filing)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.8% (40.4% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK ARE CONVERTED INTO SHARES OF
CLASS A COMMON STOCK) (See Item 5 of this Filing)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A Common Stock, $.001 par value (the
"Class A Common Stock"), of Scheid Vineyards Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 13470
Washington Blvd., Marina del Rey, California 90292.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME
This Amendment No. 2 to Schedule 13D is filed by (1) Alfred G. Scheid with
respect to shares of Class A Common Stock deemed to be beneficially owned
by him and (2) Alfred G. Scheid, as Trustee ("Trustee") of the Alfred G.
Scheid Revocable Trust, dated October 8, 1992 (the "Trust"), with respect
to shares of Class A Common Stock deemed to be beneficially owned by him in
such capacity. The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons." The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act.
This Amendment No. 2 to Schedule 13D amends the amended and restated
Schedule 13D (Amendment No. 1) previously filed by the Reporting Persons on
January 9, 1998. Only items or portions of items that are being amended
are set forth in this Amendment No. 2 to Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Except as described in the following paragraphs of this Item 4, Mr. Scheid does
not have any present plans or intentions which would result in or relate to any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. Mr. Scheid expects to evaluate on an ongoing basis the Company's
financial condition, business, operations and prospects, the market price of the
Class A Common Stock, conditions in the securities markets generally, general
economic and industry conditions and other factors. Accordingly, Mr. Scheid
reserves the right to change his plans and intentions at any time, as he deems
appropriate. In particular, Mr. Scheid may purchase additional shares of Class
A Common Stock or Class B Common Stock or may sell shares of Class A Common
Stock or Class B Common Stock from time to time and as the case may be. Any
such transactions may be effected at any time or from time to time, subject to
any applicable limitations imposed on the sale of his shares of Class A Common
Stock, if any, or Class B Common Stock by the Securities Act of 1933, as
amended, and the Lock-up Agreement, as described in Item 6 of the Reporting
Persons' Amendment No. 1 to Schedule 13D, and the proposed further lock-up
agreement described in Item 5 below.
On April 27, 1998, the Company filed with the Securities and Exchange Commission
a Registration Statement (the "Registration Statement") on Form SB-2 under the
Securities Act of 1933, as amended (the "Securities Act"). As described in the
Registration Statement, Mr.
-4-
<PAGE>
Scheid, as Trustee, proposes to sell 1,000,000 shares of Class B Common Stock
(which will automatically convert into an equal number of shares of Class A
Common Stock at the time of sale) in a firm commitment underwriting for which
the managing underwriter will be Cruttenden Roth Incorporated. If the offering
is completed, it is anticipated that Mr. Scheid will enter into an agreement for
the benefit of the underwriters for such offering pursuant to which, among other
things, Mr. Scheid will agree, subject to certain exceptions, not to sell or
otherwise dispose of any securities of the Company for 180 days after the date
of the final prospectus for such offering without the prior written consent of
Cruttenden Roth Incorporated.
The Registration Statement also provides for the sale of up to an additional
150,000 shares of Class B Common Stock (which will automatically convert into an
equal number of shares of Class A Common Stock at the time of sale) by other
stockholders of the Company (including up to 10,000 shares by Mr. Scheid's wife)
pursuant to the exercise, if any, of an overallotment option proposed to be
granted to the underwriters.
The Registration Statement has not been declared effective by the Securities and
Exchange Commission, and an underwriting agreement for the proposed offering has
not been entered into. Accordingly, there can be no assurance that the proposed
offering will occur on the terms contemplated by the Registration Statement or
at all. The beneficial ownership of securities of the Company reported herein
has been determined without giving effect to the proposed offering.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Beneficial ownership is determined in accordance with Section 13(d) of the
Act and the rules of the Securities and Exchange Commission promulgated
thereunder and generally includes voting or investment power (including
dispositive power) with respect to securities. Shares of Class A Common
Stock into which each Reporting Person's shares of Class B Common Stock may
be converted on a one-for-one basis (as described below) within 60 days of
the date of this Schedule 13D are deemed outstanding for computing the
percentage of each Reporting Person's beneficial ownership of Class A
Common Stock, but no other shares of Class A Common Stock into which any
other person's shares of Class B Common Stock may be converted are deemed
outstanding for purposes of computing the percentage of any Reporting
Person's beneficial ownership of Class A Common Stock.
Each share of Class B Common Stock has five votes compared to one vote for
each share of Class A Common Stock on each matter upon which the holders of
Class A Common Stock and Class B Common Stock vote together as a single
class. The holders of the Class A Common Stock and the Class B Common
Stock generally vote together as a single class on all matters except the
election of Directors. The Class B Common Stock is convertible at the
option of the holder thereof for shares of Class A Common Stock on a
one-for-one share basis, subject to certain restrictions on transfer. Upon
the occurrence of certain events, shares of the Class B Common Stock will
automatically convert into shares of Class A Common Stock on a one-for-one
basis.
-5-
<PAGE>
As of the date of this filing, Mr. Scheid, individually and as Trustee, is
the beneficial owner of 2,709,589 shares of Class A Common Stock. These
shares represent approximately 53.8% of the aggregate number of shares of
Class A Common Stock (5,034,589) outstanding and deemed to be outstanding
for purposes of this calculation. If all 3,375,000 outstanding shares of
Class B Common Stock were converted to Class A Common Stock, Mr. Scheid,
individually and as Trustee, would be the beneficial owner of approximately
40.4% of the outstanding shares of Class A Common Stock (6,700,000). The
2,709,589 shares of Class B Common Stock owned beneficially by Mr. Scheid,
individually and as Trustee, constitute approximately 56.0% of the total
combined voting power of the Class A Common Stock and the Class B Common
Stock (when voting as a single class) and approximately 62.0% of the total
voting power of the Class B Common Stock.
On January 10, 1998, Mr. Scheid made various gifts of an aggregate of
195,000 shares of Class B Common Stock. Of these shares, 190,000 retained
their status as shares of Class B Common Stock in the hands of the donees,
and 5,000 shares were automatically converted into an equal number of
shares of Class A Common Stock by operation of provisions set forth in the
Company's Certificate of Incorporation.
Mr. Scheid's wife, as trustee of a trust for her benefit, owns 100,000
shares of Class B Common Stock and is the beneficial owner of 100,000
shares of Class A Common Stock, representing approximately 4.1% of the
aggregate number of shares of Class A Common Stock (2,425,000) outstanding
and deemed to be outstanding for purposes of this calculation. From
January 10, 1998 until February 11, 1998, Mr. Scheid's wife, as trustee of
a trust for her benefit, owned an additional 120,000 shares of Class B
Common Stock and therefore was the beneficial owner of an additional
120,000 shares of Class A Common Stock during this period. On February 11,
1998, Mr. Scheid's wife made various gifts of an aggregate of 120,000
shares of Class B Common Stock. Of these shares, 100,000 retained their
status as shares of Class B Common Stock in the hands of the donees, and
20,000 shares were automatically converted into an equal number of shares
of Class A Common Stock by operation of provisions set forth in the
Company's Certificate of Incorporation. Mr. Scheid does not have any
voting power or investment power with respect to the shares owned by his
wife, and he disclaims beneficial ownership of such shares.
(b) Mr. Scheid has the sole power to vote or to direct the voting of securities
he holds as Trustee, as well as the investment power, including the power
to dispose or to direct the disposition, of the shares he holds as Trustee.
(c) Mr. Scheid has not effected any transactions in the Class A Common Stock
other than as described herein during the 60 days prior to the date of this
Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
-6-
<PAGE>
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.
April 28, 1998
/s/ ALFRED G. SCHEID
---------------------------------------------
Alfred G. Scheid, individually
/s/ ALFRED G. SCHEID
---------------------------------------------
Alfred G. Scheid, as Trustee of the
Alfred G. Scheid Revocable Trust, dated
October 8, 1992
-7-
