UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRECISION STANDARD, INC.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
740330 10 5
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis L.L.C.
1401 Seventeenth Street, Suite 1100, Denver, Colorado 80202
(303) 299-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1994
(Date of Event which Requires Filing of this Statement)
CUSIP No. 740330 10 5
1) Name of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
Matthew L. Gold
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
OO
5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable
6) Citizenship or Place of Organization
US
Number of Shares 7)Sole Voting Power: 8,881,842
Beneficially Owned 8)Shared Voting Power: 0
by Each Reporting 9)Sole Dispositive Power: 8,847,897
Person With 10)Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
8,881,842
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
Not applicable
13) Percent of Class Represented by Amount in Row (11)
68.4%
14) Type of Reporting Person
IN
AMENDMENT NO. 2 TO
SCHEDULE 13D
MATTHEW L. GOLD
Item 1 Security and Issuer
$.0001 par value Common Stock ("the Shares") of
Precision Standard, Inc. (the "Company"), 1943
50th Street, Birmingham, Alabama 35212
Item 2 Identity and Background
(a) Name:Matthew L. Gold
(b) Business1943 50th Street
Address:Birmingham, Alabama 35201
(c) Principal
Occupation:President and Director
Precision Standard, Inc.
1943 50th Street
Birmingham, Alabama 35201
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
Securities acquired March 11, 1994 represent
options to purchase Shares. The Compensation
Committee of the Board of Directors of the Company
granted Mr. Gold options to purchase 200,000
Shares with an exercise price of $3.625 per share.
Such options were exercisable for 168,000 of such
Shares upon grant, and options to purchase 32,000
additional Shares became exercisable January 1,
1995.
Securities acquired December 12, 1994 represent
options to purchase Shares and restricted stock.
The Compensation Committee of the Board of
Directors of the Company granted Mr. Gold options
to purchase 100,000 Shares with an exercise price
of $1.6563 per share and 90,563 Shares of
restricted stock subject to vesting: 11,320
1/1/95, 11,320 4/1/95, 11,320 7/1/95, 11,320
10/1/95, 11,320 1/1/96, 11,320 4/1/96, 11,320
7/1/96 and 11,323 10/1/96.
Item 4. Purpose of Transaction
The options and restricted stock were granted to
Mr. Gold as part of his total compensation package
for services as President of the Company.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 8,881,842 Shares of Common Stock (68.4%)
beneficially owned, which includes presently
exercisable options to purchase 515,278 Shares and
33,963 Shares still subject to vesting.
(b) Number of Shares as to which there is sole
power to vote - 8,881,842; shared power to direct
the vote - 0; sole power to direct the disposition
- 8,847,879; shared power to direct the
disposition - 0.
(c) (i) October 20, 1993: transfer of 17,000
Shares to Emory University as a gift.
(ii) March 11, 1994: grant of options to
purchase 200,000 Shares approved by the
Compensation Committee of the Board of Directors
of the Company. Upon grant, options to purchase
168,000 Shares were exercisable. The remaining
options to purchase 32,000 Shares became
exercisable January 1, 1995.
(iii) December 12, 1994: grant of options to
purchase 100,000 Shares and 90,563 restricted
Shares subject to vesting approved by the
Compensation Committee of the Board of Directors
of the Company. Currently, 33,963 Shares are
still subject to vesting.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Mr. Gold has an informal arrangement with his
adult child, Robert Gold who owns 10,000 Shares,
whereby generally speaking Robert Gold will vote
his Shares in accordance with Mr. Gold's
directions.
Item 7. Material to be filed as Exhibits
Exhibit A Schedule 13D dated March 16, 1987
Exhibit B Amendment No. 1 to Schedule 13D dated
July 7, 1993
SIGNATURE
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.
Date: January 10, 1996 /s/ Matthew L. Gold
Matthew L. Gold
EXHIBIT A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Precision Standard, Inc.
(Name of Issuer)
Common Stock, $.0001 par value per share
(Title of Class of Securities)
Pending (Change of Name)
(CUSIP Number)
Mark S. Pierce, Esq.
8101 E. Prentice Av., Ste. 111
Englewood, CO 80111-2911
(303) 740-3500
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
March 16, 1987
(Date of Event which Requires Filing
of this Statement)
Registration; Reports
CUSIP No. Pending (Change of Name)
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Matthew L. Gold (S.S. No. withheld)
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
3) SEC Use Only
4) Source of Funds
PF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization
U.S.A./Colorado
Number of Shares 7) Sole Voting Power 10,710,000
Beneficially Owned 8) Shared Voting Power 0
by Each Reporting 9) Sole Dispositive Power 10,710,000
Person With 10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,710,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
13) Percent of Class Represented by Amount in Row (11)
87%
14) Type of Reporting Person
IN
Item 1. Security and Issuer.
Common Stock; 8101 E. Prentice Av., Ste. 111,
Englewood, CO 80111-2911
Item 2. Identity and Background.
(a) Name: Matthew L. Gold
(b) Address: c/o Precision Standard
10762 Chestnut
Stanton, CA 90680
(c) Occupation: President, Precision Standard, inc.
10762 Chestnut, Stanton, CA 90680
(d) Criminal Proceedings: No
(e) Civil Proceedings: No
(f) Citizenship: USA/Colorado
Item 3. Source and Amount of Funds or Other Consideration.
Please see Form 8-K and Form 8 attached and filed with the
Securities and Exchange Commission on January 13, 1987, and March
16, 1987, respectively.
Item 4. Purpose of Transaction.
The purpose of the transaction was to gain control of
the Issuer and result in the acquisition through the
transfer of equity securities of the assets and
liabilities of a private company which the reporting
person owned.
(a) None
(b) None
(c) None
(d) None
(e) None
(f) None
(g) None
(h) None
(i) None
(j) None
Please review the Forms 8 and 8-K attached.
Item 5. Interest in Securities of the Issuer.
(a) 10,710,000 shares of Common Stock, with no further
right to acquire any such shares
(b) Sole or Shared Power to Vote: 10,710,000
Sole or Shared Power to Direct Vote: -0-
Sole or Shared Power to Dispose: 10,710,000
Sole or Shared Power to Direct
Disposition: -0-
(c) None
(d) None
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits.
Form 8-K filed: January 13, 1987
Form 8 filed: March 16, 1987
SIGNATURE
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.
March 27, 1987 /s/ Matthew L. Gold
(Date) (Signature)
Matthew L. Gold, President of Issuer
(Name/Title)
EXHIBIT B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PRECISION STANDARD, INC.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
740330105
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch, Kirgis, Campbell, Walker and Grover
1401 Seventeenth Street, Suite 1100, Denver, Colorado 80202
(303) 299-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1993
(Date of Event which Requires Filing of this Statement)
CUSIP No. 740330105
1) Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Matthew L. Gold
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
Not Applicable
6) Citizenship or Place of Organization
US
Number of Shares 7)Sole Voting Power: 8,518,279
Beneficially Owned 8)Shared Voting Power: 0
by Each Reporting 9)Sole Dispositive Power: 8,503,279
Person With 10)Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,503,279
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
Not applicable
13) Percent of Class Represented by Amount in Row (11)
69%
14) Type of Reporting Person
IN
AMENDMENT NO. 1 TO
SCHEDULE 13D
MATTHEW L. GOLD
Item 1 Security and Issuer
$.001 par value Common Stock ("the Shares") of
Precision Standard, Inc. (the "Company"), 1943 50th
Street, Birmingham, Alabama 35212
Item 2 Identity and Background
(a) Name: Matthew L. Gold
(b) Business 1943 50th Street
Address: Birmingham, Alabama 35201
(c) Occupation President and Director
Precision Standard, Inc.
1943 50th Street
Birmingham, Alabama 35201
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
For the December 31, 1986 transaction, please see Form
8-K dated December 31, 1986, Form 8 dated January 13,
1987, and Form 8-K/A dated July 7, 1993, previously
filed with the Securities and Exchange Commission,
which are incorporated herein by reference, and Item 6
below. Other acquisitions of Shares as described in
Item 5(c) below were with personal funds of Mr. Gold.
Item 4. Purpose of Transaction
The purpose of the December 31, 1986 transaction was to
gain control of the Company through the transfer of the
assets and liabilities of a private company which the
reporting person owned in exchange for equity
securities of the Company. See the Form 8-K referenced
in Item 3 above, as amended. The purpose of the May
23, 1988 transaction was to transfer to Rolando F.
Sablon 2,034,900 Shares pursuant to a contract with
him. The purposes of the transactions from August 9,
1988 through April 16, 1993 were either open market
acquisitions of Shares for gifts, options to purchase
Shares granted or exchanged by the Board of Directors,
or open market sales by Mr. Gold (See Item 5(c) for
descriptions). The purpose of the June 17, 1993
transaction was to transfer to Rolando F. Sablon
250,000 Shares pursuant to a Settlement Agreement in
Sablon v. Precision Standard, Inc., et al., U.S.D.C.,
S.D.Fla., No. 89-1159-CIV-KING.
(a) Mr. Gold became the record owner of 10,710,000
shares of the Company issued on December 31, 1986,
subject to delivery of audited financial statements for
acquiring the assets on a Form 8 dated January 13,
1987 amending the Form 8-K dated December 31, 1986.
Under an Agreement dated December 15, 1986 which was
part of the same transaction, Mr. Gold agreed to
transfer 19% of the shares he received to Rolando F.
Sablon who, in turn, agreed to transfer 53% of the
shares he received to Oscar M. Cespedes. See the
Form 8-K/A dated July 7, 1993 referenced in Item 3
above, and Item 6 below.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 8,503,279 shares of Common Stock (69%)
beneficially owned, which includes presently
exercisable options to purchase 215,278 Shares.
(b) Number of shares as to which there is sole power
to vote - 8,518,279; shared power to direct the vote -
0; sole power to direct the disposition - 8,503,279;
shared power to direct the disposition - 0.
(c) (i) May 11, 1987: transfer of 15,000 Shares to
adult children as gifts, and transfer of 20,000 Shares
as gift to minor child (held in Mr. Gold's name as
custodian);
(ii) May 23, 1987: transfer of 2,034,900 Shares to
Rolando F. Sablon pursuant to a contract with him;
(iii) August 9, 1988: open market purchase of 1,000
Shares as gift for minor child (held in Mr. Gold's name
as custodian);
(iv) December 12, 1989: grant by the Board of
Directors of options to purchase 41,667 Shares at
$4.05625 per Share;
(v) December 11, 1990: grant by the Board of Directors
of options to purchase 75,000 Shares at $1.44375 per
Share;
(vi) December 10, 1991: grant by the Board of
Directors of options to purchase 37,500 Shares at
$.61875 per Share;
(vii) April 1, 1992 (effective December 10, 1991):
exchange of 116,667 "old" options for 77,778 "new"
options to purchase Shares at $.61875 per Share;
(viii) December 10, 1992: grant by the Board of
Directors of options to purchase 100,000 Shares at
$1.10 per Share;
(ix) April 2, 1993: open market sale of 50,000 Shares
at $1.3125 per Share;
(x) April 13, 1993: open market sale of 33,099 Shares
at $1.3125 per Share;
(xi) April 16, 1993: open market sale of 40,000 Shares
at $1.33 per Share;
(xii) June 17, 1993: transfer to Rolando F. Sablon of
250,000 Shares pursuant to a Settlement Agreement at
$2.00 per Share.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Messrs. Gold and Sablon each owned 50% of the
outstanding common stock of Monarch Equities, Inc.
("Equities") which, in turn, held 100% of the
outstanding common stock of Pemco Engineers, Inc.
("Pemco") and Monarch Aviation, Inc. ("Monarch"). In
1986, Messrs. Gold and Sablon determined to sell the
assets of Pemco and the aviation-related assets of
Monarch and entered into an arrangement pursuant to
which the assets were transferred to Mr. Gold or his
wholly owned corporate nominee (collectively, "Gold")
to effect such sale. That arrangement provided for
Gold to receive 10,710,000 shares of the Company's
common stock in exchange for the Pemco assets, giving
Gold 87% of the outstanding shares of the Company after
the transfer. Gold held a portion of the shares,
amounting to 19% of the shares Gold received, or
2,034,900 shares, for the benefit of Mr. Sablon. Mr.
Sablon concurrently agreed to transfer 53% of his
shares to Mr. Oscar M. Cespedes.
Pursuant to these arrangements, the assets and
liabilities of Pemco and the aviation-related assets
and liabilities of Monarch were transferred to Gold
and, under Purchase Agreements entered into on
December 31, 1986 and in August of 1987, effective as
of April 30, 1987, such assets were then transferred to
the Company. Said Agreements were filed as Exhibits
10.4 and 10.5 to the Issuer's Form 10-K dated April 30,
1987 filed with the Commission on August 13, 1987 and
incorporated herein by reference. The 10,710,000
shares received as consideration for the Pemco assets
comprised 87% of the Company's outstanding stock after
consummation of the transaction. These shares had a
fair market value on December 31, 1986, the date of
transfer, of $.33 per share, or an aggregate of
$3,534,300. The consideration paid by the Company for
the Monarch aviation assets was the assumption of the
Monarch aviation-related liabilities. The purchase
price of the Pemco assets, 10,710,000 shares of the
Company's Common Stock, was the result of arms-length
negotiations between the Board of Directors of the
Company and Mr. Gold who, at the time of such
negotiations, was not a member of the Company's Board
of Directors.
Mr. Sablon brought three different lawsuits against the
Company and/or Mr. Gold beginning in 1988, two of which
were dismissed. All of the litigation centered around
Mr. Sablon's allegations that the Company and Mr. Gold
conspired to deprive Mr. Sablon of a portion of his
shareholdings in the Company, which allegations were
vigorously denied by Mr. Gold and the Company. Mr.
Sablon sought $30 million in damages plus attorneys'
fees and other expenses. Pursuant to the Settlement
Agreement in Sablon v. Precision Standard, Inc., et
al., U.S.D.C., S.D.Fla., No. 89-1159-CIV-KING, executed
June 17, 1993, the Company will pay $1.3 million in
cash over a period of eighteen months and Mr. Gold
agreed to transfer 250,000 of his Shares to Mr. Sablon.
Also, pursuant to the Settlement Agreement, Mr. Sablon
agreed to give up any and all claims against the
Company or Mr. Gold for any other Shares or
compensation.
Mr. Gold has an informal arrangement with his adult
children, Robert Gold who owns 10,000 Shares and
Kathleen Gold who owns 5,000 Shares, whereby generally
speaking they will vote their Shares in accordance with
his directions.
Item 7. Material to be filed as Exhibits
(i) Agreement dated December 15, 1986 between Mr. Gold,
Mr. Sablon and Mr. Cespedes.
(ii) Letter dated December 17, 1986 from Mr. Sablon to
Mr. Gold.
SIGNATURE
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.
July 7, 1993 /s/ Matthew L. Gold
(Date) (Signature)
