SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Golden State Vintners, Inc.
(Name of Issuer)
Class B Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
38121K208
(Cusip Number)
R. Michael Holloway
201 Main Street, Suite 3200
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 22, 1999
(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 [ ].
*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).
**The total number of shares reported herein is 369,400 shares, which
constitutes approximately 7.2% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 5,155,733 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
R. Michael Holloway Trustee for Benefit of Jason Michael Taylor under Trust
Agreement dated 3-2-1970
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 184,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
The
Reporting 9. Sole Dispositive Power: 184,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by the Reporting Person:
184,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: 00-Trust
- ----------
(1) Power is exercised through its sole Trustee, R. Michael Holloway.
<PAGE>
1. Name of Reporting Person:
R. Michael Holloway Trustee for Benefit of Rhonda Leigh Taylor under Trust
Agreement dated 3-14-1972
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 184,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
The
Reporting 9. Sole Dispositive Power: 184,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by the Reporting Person:
184,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.6%
14. Type of Reporting Person: 00-Trust
- ----------
(1) Power is exercised through its sole Trustee, R. Michael Holloway.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated May 5, 1999 (the
"Schedule 13D"), relating to the Class B Common Stock, par value $0.01 per share
(the "Stock"), of Golden State Vintners, Inc. (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned
hereby files this Schedule 13D Statement on behalf of R. Michael Holloway
Trustee for Benefit of Jason Michael Taylor under Trust Agreement dated 3-2-
1970, a Texas irrevocable trust ("JMT"), and R. Michael Holloway Trustee for
Benefit of Rhonda Leigh Taylor under Trust Agreement dated 3-14-1972, a Texas
irrevocable trust ("RLT"). JMT and RLT are sometimes hereinafter referred to as
the "Reporting Persons." Additionally, pursuant to Instruction C to Schedule
13D, information is included herein with respect to the following person (the
"Controlling Person"): R. Michael Holloway ("RMH"). The Reporting Persons and
the Controlling Person 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
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons or the Controlling
Person that a group exists.
(b)-(c)
JMT
JMT is a trust existing under the laws of the State of Texas with RMH as
trustee. The address of JMT is 201 Main Street, Suite 3200, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to its Trustee, RMH, is set forth below.
RLT
RLT is a trust existing under the laws of the State of Texas with RMH as
trustee. The address of RLT is 201 Main Street, Suite 3200, Fort Worth, Texas
76102. Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to its Trustee, RMH, is set forth below.
RMH
RMH's business address is 201 Main Street, Suite 3200, Fort Worth, Texas
76102. RMH's principal occupation is business manager of Taylor Family
Partners, L.P.
Taylor Family Partners, L.P. is a Texas limited partnership consisting of
Taylor family members, the principal business of which is the purchase, sale,
exchange, acquisition and holding of investment securities.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Person to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
JMT Trust Funds(1) $1,197,044.57
RLT Trust Funds(1) $1,197,044.57
(1) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein as
"Trust Funds" were borrowed or otherwise obtained for the specific purpose of
acquiring, handling, trading or voting the Stock.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
JMT
The aggregate number of shares of the Stock that JMT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 184,700, which constitutes approximately
3.6% of the outstanding shares of the Stock.
RLT
The aggregate number of shares of the Stock that RLT owns beneficially,
pursuant to Rule 13d-3 of the Act, is 184,700, which constitutes approximately
3.6% of the outstanding shares of the Stock.
Controlling Person
RMH
Because of his position as the sole Trustee of JMT and of RLT, RMH may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
369,400 shares of the Stock, which constitutes approximately 7.2% of the
outstanding shares of the Stock.
To the best of the knowledge of the Reporting Persons, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(b)
Reporting Persons
JMT
Acting through its Trustee, JMT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 184,700 shares of the
Stock.
RLT
Acting through its Trustee, RLT has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 184,700 shares of the
Stock.
Controlling Person
RMH
As the sole Trustee of JMT and of RLT, RMH has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 369,400
shares of the Stock.
(c) During the past 60 days, the Reporting Persons have purchased shares
of the Stock in open market transactions on the NASDAQ as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
JMT 11/22/99 7,500 $ 3.68
RLT 11/22/99 7,500 3.68
JMT 11/22/99 12,500 3.68
RLT 11/22/99 12,500 3.68
Except as set forth in this paragraph (c), to the best of the knowledge
of the Reporting Persons, none of the persons named in response to paragraph (a)
has effected any transactions in shares of the Stock during the past 60 days.
(d) The Reporting Persons affirm that no person other than those
persons named in Item 2 has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
<PAGE>
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: November 23, 1999
R. MICHAEL HOLLOWAY TRUSTEE FOR BENEFIT
OF JASON MICHAEL TAYLOR UNDER TRUST
AGREEMENT DATED 3-2-1970
By: /s/ R. Michael Holloway
R. Michael Holloway, Trustee
R. MICHAEL HOLLOWAY TRUSTEE FOR BENEFIT
OF RHONDA LEIGH TAYLOR UNDER TRUST
AGREEMENT DATED 3-14-1972
By: /s/ R. Michael Holloway
R. Michael Holloway, Trustee
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
Exhibit 99.1
Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of
the General Rules and Regulations of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, the undersigned agrees
that the statement to which this Exhibit is attached is filed on behalf of each
of them in the capacities set forth below.
November 24, 1999
R. MICHAEL HOLLOWAY TRUSTEE FOR BENEFIT
OF JASON MICHAEL TAYLOR UNDER TRUST
AGREEMENT DATED 3-2-1970
By: /s/ R. Michael Holloway
R. Michael Holloway, Trustee
R. MICHAEL HOLLOWAY TRUSTEE FOR BENEFIT
OF RHONDA LEIGH TAYLOR UNDER TRUST
AGREEMENT DATED 3-14-1972
By: /s/ R. Michael Holloway
R. Michael Holloway, Trustee
