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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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 Persons Authorized to
Receive Notices and Communications)
January 19, 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-l(b)(3) or (4), check the following box. | |
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CUSIP No. 38121K 20 8 13D Page 2 of 5 Pages
<S><C>
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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* (a) | |
(b) | |
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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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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NUMBER OF 7. SOLE VOTING POWER
SHARES
369,000
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING
369,000
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PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
369,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* | |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.2%
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14. TYPE OF REPORTING PERSON
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</TABLE>
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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 14, 2000 and January 19, 2000, the Reporting Person used its
trust assets to acquire 50,000 and 5,000, respectively, additional shares of the
Issuer's Class B Common Stock in open market purchases. The 50,000 shares
purchased on January 14th were acquired for a total consideration of $290,500.00
or $5.81 per share. The 5,000 shares purchased on January 19th were acquired for
a total consideration of $29,675 or $5.94 per share. Prior to such purchases,
the Reporting Person owned 294,000 shares of Class B Common Stock, all of which
shares were purchased in the open market with the Reporting Person's trust
assets. (Note that the Reporting Person, in his original Schedule 13D filed
earlier this month, incorrectly reported his holdings at 289,000 as he had
unintentionally omitted the 5,000 shares of Class B Common Stock which had been
purchased by him in an open market purchase on July 6, 1999.) Subsequent to
January 19th, the Reporting Person purchased additional shares of the Issuer's
Class B Common Stock, as reported in response to Item 5 below. 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
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CUSIP No. 38121K 20 8 13D Page 4 of 5 Pages
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, 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 369,000 shares of Class B Common Stock, or 7.2% 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 369,000 shares of the Class B Common Stock, or 7.2% 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 369,000 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) Set forth below is a list of the Reporting Person's transactions in
the Issuer's securities which were effected since the most recent filing on
Schedule 13D. All of the transactions set forth below were purchases in the open
market of the Issuer's Class B Common Stock using the Reporting Person's trust
assets.
Trade Date Number of Shares Price Per Share
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01/14/00 50,000 $ 5.81
01/19/00 5,000 5.94
01/21/00 10,000 5.81
01/24/00 10,000 5.68
(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: January 26, 2000 THE SCOTT J. SELIGMAN
REVOCABLE LIVING TRUST
/s/ Scott J. Seligman
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By: Scott J. Seligman, Trustee
