<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Golden State Vintners, Inc.
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(Name of Issuer)
Class B Common Stock, $0.01 par value
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(Title of Class of Securities)
38121K 20 8
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(CUSIP Number)
R. Michael Holloway
201 Main Street, Suite 3300, Fort Worth, Texas 76102 (817) 390-8400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 7, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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).
**The total number of shares reported herein is 426,900 shares, which
constitutes approximately 8.3% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 5,155,733
shares outstanding.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 38121K 20 8 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
R. Michael Holloway Trustee for Benefit of Jason Michael Taylor under Trust
Agreement dated 3-2-1970
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00 - Trust Funds
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF 213,450(1)
SHARES -----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 213,450(1)
WITH -----------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,450
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
00 - Trust
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(1) Power is exercised through the sole Trustee, R. Michael Holloway.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 38121K 20 8 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
R. Michael Holloway Trustee for Benefit of Rhonda Leigh Taylor under Trust
Agreement dated 3-14-1972
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00 - Trust Funds
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF 213,450(1)
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 213,450(1)
WITH ----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,450
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
00 - Trust
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(1) Power is exercised through the 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
undersigned hereby amend their Schedule 13D Statement, dated May 5, 1999, and
their Amendment No. 1 to the Schedule 13D Statement, dated November 23, 1999
(collectively, the "Schedule 13D"), relating to the Class B Common Stock, par
value $0.01 per share, of Golden State Vintners, Inc. The Schedule 13D is
amended to reflect (i)an increase in the percentage of the class beneficially
owned, and (ii)certain other matters. Except as stated herein, the Schedule
13D is hereby amended and restated to read in its entirety as follows:
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Class B Common Stock, par value
$0.01 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 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 jointly 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 3300, 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 3300, 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 3300, Fort Worth,
Texas 76102. RMH's principal occupation is business manager of Taylor
Family Partners, L.P.
Page 4 of 10 pages
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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.
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:
<TABLE>
<CAPTION>
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
---------------- --------------- ---------------
<S> <C> <C>
JMT Trust Funds(1) $1,293,872.37
RLT Trust Funds(1) $1,293,872.37
</TABLE>
__________________________
(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.
Page 5 of 10 pages
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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 213,450, which
constitutes approximately 4.1% 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 213,450, which
constitutes approximately 4.1% 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 426,900 shares of the Stock, which constitutes
approximately 8.3% 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 213,450
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 213,450
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
426,900 shares of the Stock.
Page 6 of 10 pages
<PAGE>
(c) Since the filing of Amendment No. 1 to the Schedule 13D Statement
on November 23, 1999, the Reporting Persons have purchased shares of the
Stock in open market transactions on the NASDAQ as follows:
<TABLE>
<CAPTION>
REPORTING PERSON DATE NO. OF SHARES PURCHASED PRICE PER SHARE
---------------- ---- ----------------------- ---------------
<S> <C> <C> <C>
JMT 12/1/99 12,500 $3.38
RLT 12/1/99 12,500 $3.38
JMT 12/3/99 3,750 $3.38
RLT 12/3/99 3,750 $3.38
JMT 12/6/99 6,000 $3.38
RLT 12/6/99 6,000 $3.38
JMT 12/7/99 6,500 $3.34
RLT 12/7/99 6,500 $3.34
</TABLE>
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 since
November 23, 1999.
(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.
<TABLE>
<S> <C> <C>
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
</TABLE>
Page 7 of 10 pages
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Signatures
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: December 13, 1999
R. MICHAEL HOLLOWAY TRUSTEE FOR BENEFIT
OF JASON MICHAEL TAYLOR UNDER TRUST
AGREEMENT DATED 3-2-1970
By: /s/ R. Michael Holloway
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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
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R. Michael Holloway, Trustee
Page 8 of 10 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
</TABLE>
Page 9 of 10 pages
<PAGE>
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.
December 13, 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 10 of 10 pages
