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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GOLDEN STATE VINTNERS, INC.
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(Name of Issuer)
Class B Common Stock, $.01 par value
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(Title of Class of Securities)
38121K 20 8
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(CUSIP Number)
Marjorie Harris Loeb, Esq.
Miro Weiner & Kramer
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(248) 258-1214
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 31, 2000
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(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 / /.
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 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).
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CUSIP NO. 38121K 20 8 13D PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
The Scott J. Seligman Revocable Living Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
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7 SOLE VOTING POWER
NUMBER OF
733,500
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
733,500
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,500
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12 CHECK BOX 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)
14.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
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CUSIP No. 38121K 20 8 13D Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Class B Common Stock, $.01 par
value per share (the "Class B Common Stock"), of Golden State Vintners, Inc., a
Delaware corporation (the "Issuer"), the principal executive offices of which
are located at 500 Drake's Landing Road, Greenbae, California 94904.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the undersigned on behalf of The
Scott J. Seligman Revocable Living Trust under an Instrument of Trust dated
December 17, 1992, as modified by the First Amendment dated June 18, 1996 (the
"Reporting Person"). The Reporting Person is a trust existing under the laws of
the State of Michigan. Additionally, information is included herein with respect
to Scott J. Seligman (the "Controlling Person") as the settlor and sole trustee
of the Reporting Person. The Controlling Person is the president of Seligman &
Associates, a real estate development company. The Controlling Person is a
United States citizen and his business address is One Towne Square, Suite 1913,
Southfield, Michigan 48076.
Neither the Reporting Person nor Controlling Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
Neither the Reporting Person nor Controlling Person has been, during
the last five years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of any 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 31, 2000, the Reporting Person used its trust assets to
acquire 364,500 additional shares of the Issuer's Class B Common Stock in an
open market purchase. The shares were acquired for a total consideration of
$1,654,830 or $4.54 per share. Prior to such purchases, the Reporting Person
owned 369,000 shares of Class B Common Stock, all of which shares were purchased
in the open market with the Reporting Person's trust assets. The trust assets
include income from the various investments of the trust, and may, from time to
time, include amounts borrowed from banks and brokerage firm margin accounts for
general purposes. None of such funds were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Class B Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Controlling Person acquired the shares on behalf of the Reporting
Person for investment purposes. The Controlling Person intends to review the
Reporting Person's holdings in the Issuer on a continuing basis. Depending upon
various factors, including, but not limited to, the Issuer's business, prospects
and financial condition and other developments concerning the Issuer, available
opportunities for the Reporting Person to acquire or dispose of the Class B
Common Stock or securities convertible into Class B Common Stock, and other
factors which may become relevant to its holdings in the future, the Controlling
Person may, on behalf of the Reporting Person, take such actions in the future
with respect to the Reporting Person's holdings in the Issuer as he deems
appropriate in light of the circumstances and conditions existing from time to
time. Such actions may include the purchase of additional Class B Common Stock
or securities convertible into Class B Common Stock in the open market, the
purchase of additional Class B Common Stock or securities convertible into Class
B Common Stock in privately negotiated transactions or otherwise, the
disposition, from time to time or at any time, of all or a portion of the Class
B Common Stock or securities convertible into Class B Common Stock now owned or
hereafter acquired,
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CUSIP No. 38121K 20 8 13D Page 4 of 5 Pages
either in a sale(s) of Class B Common Stock in the open market or the sale(s) of
Class B Common Stock or securities convertible into Common Stock in privately
negotiated transactions to one or more purchasers. Except as noted above, as of
the date of this Schedule 13-D, neither the Controlling Person nor the Reporting
Person has any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on
the Board of Directors;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's articles of incorporation,
bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, the Reporting Person
beneficially owned 733,500 shares of Class B Common Stock, or 14.2% of the
Issuer's outstanding shares of Class B Common Stock. Because of his position as
the sole trustee of the Reporting Person, the Controlling Person is deemed to be
the beneficial owner of 733,500 shares of the Class B Common Stock, or 14.2% of
the Issuer's outstanding shares of Class B Common Stock.
(b) As of the date of this Schedule 13D, the Reporting Person,
acting through the Controlling Person as its sole trustee has sole voting and
dispositive power with respect to 733,500 shares of Class B
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CUSIP No. 38121K 20 8 13D Page 5 of 5 Pages
Common Stock and has shared voting and dispositive power with respect to 0
shares of Class B Common Stock.
(c) Except as reported pursuant to Item 3, above, the Reporting
Person has not effected any transactions in the Issuer's securities since the
most recent filing on Schedule 13D.
(d) The Reporting Person affirms that no other person other than
those persons named in response to 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 Class B Common 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 Class B Common Stock owned by the Reporting
Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 9, 2000 THE SCOTT J. SELIGMAN
REVOCABLE LIVING TRUST
/s/ Scott J. Seligman
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By: Scott J. Seligman, Trustee
