<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Golden Isles Financial Holdings, Inc.
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(Name of Issuer)
Common Stock
- -----------------------------------------------------------------------------
(Title of Class of Securities)
381087105
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(CUSIP Number)
Leonard W. Golan
840 Walden Lane
Lake Forest, Illinois 60045
(847) 234-2690
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 31, 1998
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box: [ ].
*This Amendment No. 1 is the first electronic filing relating to the
Schedule 13D initially filed in paper format on January 17, 1996, so that this
filing includes as Exhibit 99 the entire text of the Schedule 13D filed January
17, 1996, as required by Rule 13d-2(c).
<PAGE>
SCHEDULE 13D
CUSIP No. 381087105
---------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Leonard W. Golan
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 125,017
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
125,017
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,017
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.07%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the No Par Value Common Stock of Golden Isles
Financial Holdings, Inc., ("GIFH") a corporation organized and existing under
the laws of the State of Georgia. The principal executive offices of GIFH are
located at 3811 Frederica Road, St. Simons Island, Georgia 31522.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Leonard W. Golan
(hereinafter "Trustee"), in his capacity as trustee of the following trusts: the
Leonard W. Golan Insurance Trust, dated January 23, 1968, the Carol P. Golan
Insurance Trust, dated November 7, 1977; and the Carol P. Golan QTIP Trust,
dated April 18, 1995.
(b) The Trustee's residential address is 7056 Golfhouse Drive, Hobe Sound,
Florida 33455.
(c) The Trustee is a retired attorney.
(d) The Trustee has never been convicted in a criminal proceeding.
(e) The Trustee has not, during the last five years, been a party to a
civil proceeding as a result of which he 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) The Trustee is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable. This Amendment No. 1 to Schedule 13-D is not being filed
on account of purchasing any securities of GIFH.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of requiring the securities reported hereby is solely for
private investment reasons. The Trustee does not have any plans or proposals
which would result in:
(a) The acquisition by any person of additional securities of GIFH, or the
disposition of securities of GIFH;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving GIFH or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of GIFH or of any of
its subsidiaries;
<PAGE>
(d) Any change in the present board of directors or management of GIFH,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
GIFH;
(f) Any other material change in the business or corporate structure of
GIFH;
(g) Changes in the charter or bylaws of GIFH or instruments corresponding
thereto or other actions which may impede the acquisition of control of GIFH by
any person;
(h) Causing a class of securities of GIFH 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 securities of GIFH becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the 1934 Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of the No Par Value Common Stock of GIFH
beneficially owned by the Trustee is 125,017, and the total number of issued and
outstanding shares of the issuer, as of June 30, 1998, is 2,463,615. This
includes any shares of the No Par Value Common Stock which the Trustee has the
right to acquire within the next sixty (60) days. The 125,017 shares of the
total 2,463,615 No Par Value shares of Common Stock of GIFH beneficially owned
by the Trustee constitutes 5.07% of the issued and outstanding shares of common
stock of GIFH. The material decrease in the number and percentage of shares
beneficially owned was not the result of the sale of shares, but was the result
of the expiration of warrants to purchase shares on May 31, 1998 and the
increase in outstanding shares of the issuer;
(b) The Trustee has sole power to vote, and sole power to dispose of, the
shares described in paragraph (a) above;
(c) There have not been any transactions by the Trustee with respect to the
Common Stock of GIFH during the past 60 days;
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the shares
of No Par Value Common Stock of GIFH described in paragraph (a) above; and
(e) Not Applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Trustee and any other person with respect to
any securities of GIFH. The shares of No Par Value Common Stock of GIFH
beneficially owned by the Trustee have not been pledged and are not subject to
any other contingency.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99. Schedule 13D, filed with the Commission January 17, 1996./1/
- ----------
/1/Pursuant to Rule 13d-2(c), the Trustee is filing as Exhibit 99 hereto the
entire text of the Schedule 13D filed January 17, 1996, with the Commission in
paper format.
<PAGE>
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.
August 14, 1998
----------------------------------------
(Date)
/s/Leonard W. Golan
----------------------------------------
(Signature)
Leonard W. Golan, Trustee
----------------------------------------
(Name/Title)
<PAGE>
EXHIBIT 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Golden Isles Financial Holdings, Inc.
-------------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
--------------
(CUSIP Number)
LEONARD W. GOLAN
FIELD GOLAN & SWIGER
21ST FLOOR, THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602-4206
(312) 263-2300
-------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
January 11, 1996**
-------------------------------------------------------
(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(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with the statement. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
* THIS IS AN INITIAL FILING, NOT AN AMENDMENT.
** ALTHOUGH THE FILING PERSON BECAME THE BENEFICIAL OWNER OF MORE THAN FIVE
PERCENT OF THE COMMON STOCK OF THE ISSUER ON MARCH 31, 1995, THIS STATEMENT
WAS NOT REQUIRED AT SUCH TIME BECAUSE THE ISSUER'S COMMON STOCK WAS NOT
THEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934 (THE "1934 ACT").
THE ISSUER REGISTERED ITS COMMON STOCK UNDER 1934 ACT EFFECTIVE JANUARY 11,
1996. ACCORDINGLY, THIS STATEMENT BECAME DUE WITHIN TEN DAYS OF SUCH DATE.
<PAGE>
CUSIP No. 13D Page _ of _ Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS, S.S. OR LEONARD W. GOLAN
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
246,784
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 246,784
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,784
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
(Page 2 of 6 Pages)
<PAGE>
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
This statement relates to the No Par Value Common Stock of Golden Isles
Financial Holdings, Inc., a Georgia corporation ("GIFH"). The principal
executive offices of GIFH are located at 200 Plantation Chase, St. Simons
Island, Georgia 31522.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) The name of the person filing this statement is Leonard W. Golan, in
his capacity as trustee of each of the Leonard W. Golan Insurance Trust, dated
January 23, 1968, the Carol P. Golan Insurance Trust dated November 7, 1977, and
the Carol P. Golan QTIP Trust dated April 18, 1995 (the "Trustee").
(b) The Trustee's business address is Field Golan & Swiger, 21st Floor,
Three First National Plaza, Chicago, Illinois 60602-4206.
(c) The Trustee is a lawyer and his present principal occupation is the
practice of law. The name and address of the law firm with which the Trustee
practices are: Field Golan & Swiger, 21st Floor, Three First National Plaza,
Chicago, Illinois 60602-4206.
(d) The Trustee has never been convicted in a criminal proceeding.
(e) The Trustee has not, during the last five years, been a party to a
civil proceeding as a result of which he 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) The Trustee is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
The total cost of the shares of Common Stock in GIFH purchased by the
Trustee was $802,048. [The Trustee's personal funds were the source of the funds
utilized to purchase the Common Stock in GIFH?]
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
The purpose of the acquisition by the Trustee of shares of Common stock of
GIFH was to make a long term investment in GIFH. The Trustee does not have any
plans or proposals which would result in:
(a) The acquisition by any person of additional securities of GIFH, or the
disposition of securities of GIFH;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving GIFH or any of its
subsidiaries;
(Page 3 of 6 Pages)
<PAGE>
(c) A sale or transfer of a material amount of assets of GIFH or of any of
its subsidiaries;
(d) Any change in the present board of directors or management of GIFH,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
GIFH;
(f) Any other material change in the business or corporate structure of
GIFH;
(g) Changes in the charter or bylaws of GIFH or instruments corresponding
thereto or other actions which may impede the acquisition of control of
GIFH by any person;
(h) Causing a class of securities of GIFH 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 securities of GIFH becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the 1934 Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a) The aggregate number of shares of Common Stock of GIFH beneficially
owned by the Trustee is 246,784. This includes the Trustee's right to acquire
123,342 shares of Common Stock of GIFH pursuant to outstanding warrants owned by
the Trustee. The 246,784 shares of Common Stock of GIFH beneficially owned by
the Trustee constitutes 10.0 percent of the issued and outstanding shares of
Common Stock of GIFH;
(b) The Trustee has sole power to vote, and sole power to dispose of, the
shares described in paragraph (a) above;
(c) There have not been any transactions by the Trustee with respect to the
Common Stock of GIFH during the past 60 days;
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the shares
of Common Stock of GIFH described in paragraph (a) above; and
(e) Not Applicable.
(Page 4 of 6 Pages)
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
- ------- ----------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
----------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Trustee and any other person with respect to
any securities of GIFH. The shares of Common Stock of GIFH beneficially owned
by the Trustee have not been pledged and are not subject to any other
contingency.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
None
(Page 5 of 6 Pages)
<PAGE>
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.
August 14, 1998
---------------
(Date)
/s/ Leonard W. Golan
--------------------
(Signature)
Leonard W. Golan, Trustee
-------------------------
(Name/Title)
(Page 6 of 6 Pages)
