SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Golden State Vintners, Inc.
(Name of Issuer)
Class B Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
38121K208
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 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 284,400 shares, which
constitutes approximately 5.5% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 5,136,733 shares
outstanding.
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1. Name of Reporting Person:
Annette B. Taylor 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: 142,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
The
Reporting 9. Sole Dispositive Power: 142,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by the Reporting Person:
142,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.8%
14. Type of Reporting Person: 00-Trust
- ----------
(1) Power is exercised through its sole Trustee, Annette B. Taylor.
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1. Name of Reporting Person:
Annette B. Taylor 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: 142,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
The
Reporting 9. Sole Dispositive Power: 142,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by the Reporting Person:
142,200
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.8%
14. Type of Reporting Person: 00-Trust
- ----------
(1) Power is exercised through its sole Trustee, Annette B. Taylor.
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Item 1. SECURITY AND ISSUER.
This statement relates to shares of Class B Common Stock, par value $.01
per share (the "Stock"), of Golden State Vintners, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 500 Drakes Landing
Road, Greenbrae, California 94904.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of 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
Annette B. Taylor Trustee for Benefit of Jason Michael Taylor under Trust
Agreement dated 3-2-1970, a Texas irrevocable trust ("JMT"), and Annette B.
Taylor 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"): Annette B. Taylor ("ABT").
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 ABT 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, ABT, is set forth below.
RLT
RLT is a trust existing under the laws of the State of Texas with ABT 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, ABT, is set forth below.
ABT
ABT's residence address is 4149 Rainer Court, Fort Worth, Texas 76109, and
she is not presently employed.
(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.
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) $ 988,507.07
RLT Trust Funds(1) $ 988,507.07
(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 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes.Depending on market conditions and
other factors that the Reporting Persons may deem material to their investment
decision, the Reporting Persons may purchase additional shares of the Stock in
the open market or in private transactions. Depending on these same factors,
the Reporting Persons may sell all or a portion of the shares of the Stock that
they now own or hereafter may acquire on the open market or in private
transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(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 142,200, which constitutes approximately
2.8% 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 142,200, which constitutes approximately
2.8% of the outstanding shares of the Stock.
Controlling Person
ABT
Because of her position as the sole Trustee of JMT and of RLT, ABT may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
284,400 shares of the Stock, which constitutes approximately 5.5% 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 142,200 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 142,200 shares of the
Stock.
Controlling Person
ABT
As the sole Trustee of JMT and of RLT, ABT has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 284,400
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 04/28/99 42,700 $ 6.99
RLT 04/28/99 42,700 6.99
JMT 04/28/99 72,500 6.98
RLT 04/28/99 72,500 6.98
JMT 04/29/99 27,000 6.80
RLT 04/29/99 27,000 6.80
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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith.
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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: May 5, 1999
ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF
JASON MICHAEL TAYLOR UNDER TRUST AGREEMENT
DATED 3-2-1970
By: /s/ Annette B. Taylor
Annette B. Taylor, Trustee
ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF
RHONDA LEIGH TAYLOR UNDER TRUST AGREEMENT
DATED 3-14-1972
By: /s/ Annette B. Taylor
Annette B. Taylor, Trustee
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
filed herewith.
Exhibit 99.1
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.
2. Power of Attorney. Know all persons by these presents that the
person whose signature appears below constitutes and appoints W. Robert Cotham,
Mark L. Hart, Jr., William P. Hallman, Jr., and William O. Reimann, IV, and each
of them, as his or its true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
to the Schedule 13D, and any reports filed pursuant to Section 16 of the
Securities Exchange Act of 1934, filed on behalf of the Reporting Person with
respect to its beneficial ownership of Golden State Vintners, Inc. and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or such person or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
DATE: May 5, 1999
ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF
JASON MICHAEL TAYLOR UNDER TRUST AGREEMENT
DATED 3-2-1970
By: /s/ Annette B. Taylor
Annette B. Taylor, Trustee
ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF
RHONDA LEIGH TAYLOR UNDER TRUST AGREEMENT
DATED 3-14-1972
By: /s/ Annette B. Taylor
Annette B. Taylor, Trustee
