SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
AUTOMOBILE PROTECTION CORPORATION - APCO
(Name of Issuer)
common stock, $.001 per value per share
(Title of Class of Securities)
052905106
(CUSIP Number)
Michael Heitner, Esq.
Mr. Robert D. Goldstein Herrick, Feinstein LLP
8 Mallard Lane - P.O. Box 384 2 Park Avenue
Remsenburg, NY 11960 New York, New York 10016
(212) 371-8660 (Business) (212) 592-1400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 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.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed 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).
(Continued on following page(s))
Page 1 of 10 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Goldstein ###-##-####
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 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
100,000 shares -- less than 1%
8 SHARED VOTING POWER
137,500 shares -- 1.3%
9 SOLE DISPOSITIVE POWER
100,000 shares -- less than 1%
10 SHARED DISPOSITIVE POWER
137,500 -- 1.3%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.25%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Judy Goldstein ###-##-####
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 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
137,500 -- 1.3%
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
137,500 -- 1.3%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Equity Group Profit Sharing Plan & Trust 13-3035805
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
112,500 shares -- 1.06%
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
112,500 -- 1.06%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.06%
14 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D
filed with the Securities and Exchange Commission on September 9,
1994 by Robert D. Goldstein, Judy Goldstein and the Equity Group
Profit Sharing Plan & Trust (the "Schedule 13D"). This Amendment
No. 1 is filed with respect to the shares of Common Stock, $.001
par value per share, of Automobile Protection Corporation - APCO,
a Georgia corporation (the "Company"). The following amendment to
Item 5 of the Schedule 13D is hereby made.
Item 5. Interest in Securities of the Issuer
(i) Robert D. Goldstein
(a) Robert D. Goldstein beneficially owns 237,500
shares of Common Stock of the Issuer, representing 2.25% of such
class of securities. Such shares of Common Stock are owned as
follows: (i) 25,000 shares of Common Stock are owned by Robert D.
Goldstein and Judy Goldstein, as joint tenants with the right of
survivorship; (ii) 112,500 shares of Common Stock are owned by the
Plan of which Robert D. Goldstein and Judy Goldstein are the co-
trustees; and (iii) 100,000 shares of Common Stock are subject to
a fully vested option held by Robert D. Goldstein, which option may
be exercised in part or in full at any time prior to April 19, 2000
(the "April 2000 Option") at an exercise price of $1.00 per share
of Common Stock.
(b) Of the 237,500 shares of Common Stock
beneficially owned by Robert D. Goldstein, Mr. Goldstein has: (i)
sole voting and dispositive power with respect to 100,000 of such
shares of Common Stock, which shares of Common Stock are subject to
the April 2000 Option; (ii) shared voting and dispositive power
with Judy Goldstein with respect to 25,000 of such shares of Common
Stock which are owned by Robert D. Goldstein and Judy Goldstein, as
joint tenants with the right of survivorship; and (iii) shared
voting and dispositive power with Judy Goldstein, as co-trustee,
with respect to 112,500 of such shares of Common Stock which are
owned by the Plan.
(c) On September 16, 1996, Robert D. Goldstein
exercised his option to acquire 100,000 shares of Common Stock of
the Company at an exercise price of $.85 per share for a total
aggregate consideration of $85,000.00 pursuant to a fully vested
stock option previously granted by the Company. Through a series
of open market brokerage transactions effected through the period
commencing on September 18, 1996 and terminating on or about
November 10, 1996, Mr. Goldstein sold all 100,000 shares of the
Common Stock acquired pursuant to such option for an aggregate
consideration of approximately $475,000.00 at an average selling
price of approximately $4.75 per share. Mr. Goldstein sold such
shares of Common Stock through a brokerage house located in the
State of Florida.
(d) Of the 237,500 shares of Common Stock
beneficially owned by Robert D. Goldstein: (i) Mr. Goldstein has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, 100,000 of such
shares of Common Stock; (ii) Judy Goldstein shares with Robert D.
Goldstein the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of, 25,000 of such
shares of Common Stock; and (iii) Judy Goldstein, as co-trustee,
shares with Robert D. Goldstein, as co-trustee, the right to
receive or the power to direct the receipt of dividends from, or
the proceeds of the sale of, 112,500 of such shares of Common
Stock.
(e) As the result of the issuance of additional
shares of Common Stock by the Company, as of the date of this
Amendment No. 1 to Schedule 13D, Robert D. Goldstein is no longer
the beneficial owner of more than 5% of the shares of Common Stock
of the Company and, accordingly, Robert D. Goldstein has no further
reporting obligations under Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(ii) Judy Goldstein
(a) Judy Goldstein beneficially owns 137,500 shares
of Common Stock of the Issuer, representing 1.30% of such class of
securities. Such shares of Common Stock are owned as follows: (i)
25,000 shares of Common Stock are owned by Judy Goldstein and
Robert D. Goldstein, as joint tenants with the right of
survivorship; and (ii) 112,500 shares of Common Stock are owned by
the Plan of which Judy Goldstein and Robert D. Goldstein are the
co-trustees.
(b) Of the 137,500 shares of Common Stock
beneficially owned by Judy Goldstein, Mrs. Goldstein has: (i)
shared voting and dispositive power with Robert D. Goldstein with
respect to 25,000 shares of Common Stock which are owned by Robert
D. Goldstein and Judy Goldstein as joint tenants with the right of
survivorship; and (ii) shared voting and dispositive power with
Robert D. Goldstein, as co-trustee, with respect to 112,500 of such
shares of Common Stock which are owned by the Plan.
(c) None
(d) Of the 137,500 shares of Common Stock
beneficially owned by Judy Goldstein: (i) Robert D. Goldstein
shares with Judy Goldstein the right to receive or the power to
direct the receipt of dividends from, or the proceeds of the sale
of, 25,000 of such shares of Common Stock; and (ii) Robert D.
Goldstein, as co-trustee, shares with Judy Goldstein, as co-
trustee, the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, 112,500 of such
shares of Common Stock.
(e) As the result of the issuance of additional
shares of Common Stock by the Company, as of the date of this
Amendment No. 1 to Schedule 13D, Judy Goldstein is not the
beneficial owner of more than 5% of the shares of Common Stock of
the Company and, accordingly, Judy Goldstein has no further
reporting obligations under Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(iii) The Equity Group Profit Sharing Plan & Trust
(a) The Plan beneficially owns 112,500 shares of
Common Stock of the Issuer, representing 1.06% of such class of
securities.
(b) The Plan shares voting and dispositive with its
co-trustees, Robert D. Goldstein and Judy Goldstein, with respect
to all 112,500 shares of Common Stock owned by the Plan.
(c) None
(d) The Plan shares with its co-trustees, Robert D.
Goldstein and Judy Goldstein, the right to receive or the power to
direct the receipt of dividends from, or the proceeds of the sale
of, all 112,500 share of Common Stock owned by the Plan.
(e) As the result of the issuance of additional
shares of Common Stock by the Company, as of the date of this
Amendment No. 1 to Schedule 13D, the Plan is not the beneficial
owner of more than 5% of the shares of Common Stock of the Company
and, accordingly, the Plan has no further reporting obligations
under Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended.
The transactions described above constitute the only
transactions in the shares of Common Stock of the Issuer which have
been effected by any of the above persons during the past 60 days.
Each of the undersigned disclaims membership in a group or the
existence of a group with respect to shares of Common Stock of the
Issuer; and each such person disclaims any beneficial ownership in
the shares of Common Stock of the Issuer owned by the others for
the purpose of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended.
<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.
December 4, 1996 /s/ Robert D. Goldstein
Date Signature
Robert D. Goldstein<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.
December 4, 1996 /s/ Judy Goldstein
Date Signature
Judy Goldstein<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
THE EQUITY GROUP PROFIT SHARING
PLAN & TRUST
December 4, 1996 By/s/ Robert D. Goldstein
Date Name: Robert D. Goldstein
Title: Co-Trustee
By/s/ Judy Goldstein
Name: Judy Goldstein
Title: Co-Trustee
