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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-3
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 000-22857
SCHEID VINEYARDS INC.
(Name of small business issuer in its charter)
DELAWARE 77-0461833
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
13470 WASHINGTON BLVD.
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices) (Zip Code)
(310) 301-1555
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Class A Common
Stock, $.001 Par Value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $12,844,000
Aggregate market value of the voting stock held by non-affiliates computed by
reference to the closing price at which the Class A Common Stock was sold on the
Nasdaq Stock Market National Market System on March 8, 2000: $10,108,000. The
voting stock held by non-affiliates on that date consisted of 2,310,463 shares
of Class A Common Stock.
Number of shares outstanding of each of the issuer's classes of common stock at
March 8, 2000:
Class A 2,310,463 Class B 3,374,100
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
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PART III
THIS AMENDMENT REFLECTS UPDATED INFORMATION REGARDING THE BENEFICIAL
OWNERSHIP OF THE CLASS A COMMON STOCK OF SCHEID VINEYARDS INC. (THE "COMPANY")
AS OF APRIL 5, 2000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP
The following table sets forth certain information as of April 5, 2000,
with respect to persons known by the Company to be beneficial owners of more
than five percent of either the Company's Class A Common Stock or the Company's
Class B Common Stock, as well as beneficial ownership of such classes of Common
Stock by the executive officers and Directors of the Company, and all executive
officers and Directors as a group. The persons named in the table have sole
voting and investment power with respect to all shares beneficially owned,
unless otherwise indicated.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
BENEFICIALLY OWNED (1) BENEFICIALLY OWNED (1)
------------------------------ -----------------------------
NUMBER OF NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER (2) SHARES PERCENTAGE SHARES PERCENTAGE
---------------------------------------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Alfred G. Scheid (3).................................. 1,649,589 41.7 1,649,589 48.9
Scott D. Scheid (4)................................... 359,176 13.5 347,093 10.3
Heidi M. Scheid (5)................................... 369,176 13.8 357,093 10.6
Kurt J. Gollnick (6).................................. 312,896 11.9 300,093 8.9
John L. Crary (7)..................................... 5,000 * 0 0.0
Robert P. Hartzell (7)(8)............................. 5,000 * 0 0.0
Emily K. Liberty (9).................................. 309,066 11.8 309,066 9.2
Tyler P. Scheid....................................... 309,066 11.8 309,066 9.2
Wellington Management Company, LLP (10)............... 582,000 33.0 0 0.0
First Union Corporation (11).......................... 271,872 11.8 0 0.0
All executive officers and Directors
as a group (6 PERSONS)........................... 2,700,837 53.9 2,653,868 78.7
</TABLE>
* Less than one percent.
(FOOTNOTES ON NEXT PAGE)
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(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(1) Except in the cases of Wellington Management Company, LLP and First Union
Corporation (the "Institutional Holders") and for certain stock options
exercisable for shares of Class A Common Stock as described in notes 4
through 6 below, all shares of Class A Common Stock reflected as
beneficially owned by each person named in this table represent shares
issuable upon conversion of the beneficial holder's shares of Class B
Common Stock. Beneficial ownership and the percentages of the Class A
Common Stock and Class B Common Stock outstanding have been determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder. In the case of the
Institutional Holders, the stockholdings reported reflect data set forth
in the latest Schedule 13G furnished to the Company by the respective
Institutional Holders or filed with the Securities and Exchange
Commission.
(2) The address of each of the persons named in this table, other than the
Institutional Holders, is c/o Scheid Vineyards Inc., 13470 Washington
Boulevard, Marina del Rey, California 90292. The addresses of the
Institutional Holders are set forth in notes 10 through 11 below. Scott D.
Scheid, Heidi M. Scheid, Emily K. Liberty and Tyler P. Scheid are children
of Alfred G. Scheid.
(3) Owned by Alfred G. Scheid as Trustee of the Alfred G. Scheid Revocable
Trust dated October 8, 1992. Does not include 100,000 shares of Class B
Common Stock owned by a revocable trust of which Mr. Scheid's wife is the
sole trustee and over which Mr. Scheid does not have any voting power or
investment power. Mr. Scheid disclaims beneficial ownership of the shares
beneficially owned by his wife's trust.
(4) Includes 335,093 shares of Class B Common Stock owned by Scott D. Scheid
and 12,000 shares of Class B Common Stock owned by trusts for the benefit
of the children of Heidi M. Scheid, of which Mr. Scheid is a co-trustee
together with Heidi M. Scheid. Class A shareholdings also include 12,083
shares that may be acquired upon the exercise of options granted under the
Plan that are currently exercisable or may become exercisable prior to May
30, 2000. Does not include 11,000 shares of Class B Common Stock owned by
Mr. Scheid's wife and over which Mr. Scheid does not have any voting power
or investment power. Mr. Scheid disclaims beneficial ownership of the
shares beneficially owned by his wife.
(5) Includes 345,093 shares of Class B Common Stock owned by Heidi M. Scheid
and 12,000 shares of Class B Common Stock owned by trusts for the benefit
of the children of Ms. Scheid, of which Ms. Scheid is a co-trustee
together with Scott D. Scheid. Class A shareholdings also include 12,083
shares that may be acquired upon the exercise of options granted under the
Plan that are currently exercisable or may become exercisable prior to May
30, 2000. Does not include 1,000 shares of Class B Common Stock owned by
Ms. Scheid's husband and over which Ms. Scheid does not have any voting
power or investment power. Ms. Scheid disclaims beneficial ownership of
the shares beneficially owned by her husband.
(6) Class A shareholdings include 12,083 shares that may be acquired upon the
exercise of options granted under the Plan that are currently exercisable
or may become exercisable prior to May 30, 2000. Does not include 1,000
shares of Class B Common Stock owned by Mr. Gollnick's wife and over which
Mr. Gollnick does not have any voting power or investment power. Mr.
Gollnick disclaims beneficial ownership of the shares beneficially owned
by his wife.
(7) Represents shares that may be acquired upon the exercise of options
granted under the Plan that are currently exercisable or may become
exercisable prior to May 30, 2000.
(8) Does not include 600 shares of Class B Common Stock owned by Mr.
Hartzell's wife and over which Mr. Hartzell does not have any voting power
or investment power. Mr. Hartzell disclaims beneficial ownership of the
shares beneficially owned by his wife.
(9) Does not include 100 shares of Class B Common Stock owned by Ms. Liberty's
husband and over which Ms. Liberty does not have any voting power or
investment power. Ms. Liberty disclaims beneficial ownership of the shares
beneficially owned by her husband.
(FOOTNOTES CONTINUED ON NEXT PAGE)
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(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(10) Wellington Management Company, LLP ("WMC") is an investment adviser to and
parent holding company of Wellington Trust Company, NA ("WTC"), which
beneficially owns 180,000 of the 582,000 shares of Class A Common Stock
beneficially owned by WMC. WMC is an investment advisor to the Dow
Employees' Pension Plan which beneficially owns 150,000 of the 582,000
shares of Class A Common Stock beneficially owned by WMC. The address of
WMC and WTC is 75 State Street, Boston, Massachusetts 02109. The address
of the Dow Employees' Pension Plan is c/o Dow Chemical, Dorinco 100,
Midland, MI 48674.
(11) First Union Corporation ("FUC") is an investment advisor and parent
holding company of First Union Securities, Inc. ("FUS"), Meridian
Investment Company ("MIS"), and First Union National Bank ("FUNB"). FUS
and MIS are investment advisors for mutual funds and other clients; the
securities reported by these subsidiaries are beneficially owned by such
mutual funds or other clients. FUNB holds securities reported in a
fiduciary capacity for its respective customers. The address of FUC, FUS,
MIS, and FUNB is One First Union Center, Charlotte, North Carolina, 28288.
AGREEMENT AMONG CLASS B STOCKHOLDERS
The holders of the outstanding shares of Class B Common Stock and the
Company are parties to an Amended and Restated Buy-Sell Agreement (the "Buy-Sell
Agreement"). Pursuant to the Buy-Sell Agreement, no holder of shares of Class B
Common Stock other than Alfred G. Scheid may, with limited exceptions, transfer
Class B Common Stock or convert Class B Common Stock into Class A Common Stock
without first offering such stock, in a specified order, to the Company, Alfred
G. Scheid, Scott D. Scheid and Heidi M. Scheid. The Buy-Sell Agreement applies
to a broad range of transfers and dispositions other than transfers to (i) the
Company, (ii) certain other Class B stockholders, (iii) a current or former
spouse or direct lineal descendant of any Class B stockholder including, without
limitation, adopted persons (if adopted during minority) and persons born out of
wedlock, and excluding foster children and stepchildren, (iv) a trust under
which all of the beneficiaries are persons described in clauses (ii) or (iii)
above, and (v) a corporation, partnership or limited liability company, all of
the equity interests of which are owned by persons or entities described in
clauses (i), (ii), (iii) and (iv) above or corporations, partnerships and
limited liability companies described in this clause (v). The Buy-Sell Agreement
also grants an option, exercisable in a specified order, to the Company, Alfred
G. Scheid, Scott D. Scheid and Heidi M. Scheid, to purchase the shares of Class
B Common Stock held by certain Class B stockholders at specified prices upon (A)
the death of such Class B Stockholder, (B) the entry or imposition of certain
judgments, levies or attachments affecting the shares of Class B Common Stock
held by such stockholder, (C) certain bankruptcy or insolvency events affecting
such stockholder or (D) in the case of Kurt J. Gollnick, the termination of his
employment with the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SCHEID VINEYARDS INC.
By: /s/ ALFRED G. SCHEID
-----------------------
Alfred G. Scheid
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ALFRED G. SCHEID Chairman of the Board and Chief Executive August 15, 2000
-------------------------------- Officer (Principal Executive Officer)
Alfred G. Scheid
/s/ HEIDI M. SCHEID Vice President Finance, Chief Financial August 15, 2000
-------------------------------- Officer, Secretary, Treasurer and Director
Heidi M. Scheid (Principal Financial Officer)
/s/ SCOTT D. SCHEID Vice President, Chief Operating Officer and August 15, 2000
------------------------------- Director
Scott D. Scheid
/s/ JOHN L. CRARY Director August 15, 2000
--------------------------------
John L. Crary
/s/ ROBERT P. HARTZELL Director August 15, 2000
-----------------------
Robert P. Hartzell
</TABLE>
5
