UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ______________________
Commission file number 0-5128
SCOTT'S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-0920811
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4880 Havana Street, Denver, CO 80239
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (303) 373-4860
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
$0.10 Par Value Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (? 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
The aggregate market value of the Registrant's voting stock held as of March 5,
1997 by non-affiliates of the Registrant was $10,275,013. This calculation
assumes that certain parties may be affiliates of the Registrant and that,
therefore, 5,480,007 shares of voting stock are held by non-affiliates.
As of March 5, 1997, the Registrant had 10,030,900 shares of its $0.10 par
value common stock outstanding.
Documents Incorporated by Reference
The Registrant's 1996 Annual Report to shareholders is incorporated by reference
in Parts I, II and IV. The Registrant's definitive Proxy Statement for the
Annual Meeting of shareholders to be held on May 7, 1997, is incorporated by
reference in Part III.
SCOTT'S LIQUID GOLD-INC.
ANNUAL REPORT ON
FORM 10-K
FOR YEAR ENDED DECEMBER 31, 1996
This Amendment No. 1 to Scott's Liquid Gold-Inc.'s 1996 Annual Report on Form
10-K includes a report of its independent public accountants on the Company's
financial statement Schedule II.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) Financial Statements:
Consolidated Statements of Operations -
Years ended December 31, 1996, 1995 and 1994
Consolidated Balance Sheets -
December 31, 1996 and 1995
Consolidated Statements of Cash Flows -
Years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity -
Years ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
(2) Financial Statement Schedules:
II - Valuation and Qualifying Accounts -
Years ended December 31, 1996, 1995 and 1994
Inasmuch as Registrant is primarily a holding company and all subsidiaries
are wholly-owned, only consolidated statements are being filed. Schedules
other than those listed above are omitted because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or notes to the financial statements.
(b) Reports on Form 8-K:
Not applicable.
(c) Exhibits:
Exhibit
No. Document
3.1 Restated Articles of Incorporation, as amended
and restated through May 1, 1996, incorporated
by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996.
3.2 Bylaws, as amended through February 27, 1996,
incorporated by reference to Exhibit 3.2 of
Annual Report on Form 10-K for the year ended
December 31, 1995.
4.1 Indenture of Trust (including form of First
Mortgage Bond Due 2001) dated July 1, 1994
between Registrant and Norwest Bank Colorado,
N.A. as Trustee, incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report
on Form 10-Q for the quarterly period ended
June 30, 1994.
4.2 Combination Deed of Trust, Security Agreement
and Fixture Financing Statement, dated July 29,
1994, between the Company, as Grantor, the
Public Trustee for the City and County of
Denver, Colorado, and Norwest Bank Colorado,
N.A. as Beneficiary, incorporated by reference
to Exhibit 4.2 of the Company's Quarterly
Report on Form 10-Q for the quarterly period
ended June 30, 1994.
10.1* Scott's Liquid Gold-Inc. Fourth Amended Health
and Accident Plan effective January 1, 1995,
incorporated by reference to Exhibit 10.1 of
Annual Report on Form 10-K for the year ended
December 31, 1994.
10.2* Amended Key Executive Disability Plan--Scott's
Liquid Gold-Inc., incorporated by reference to
Exhibit 10.2 of Annual Report on Form 10-K for
the year ended December 31, 1992.
10.3* Scott's Liquid Gold-Inc. Restricted Stock Plan
effective July 22, 1987, incorporated by
reference to Exhibit 10.3 of Annual Report on
Amended Form 10-K for the year ended December
31, 1993.
10.4* 1997 Key Executive Bonus Plan.
10.5* Indemnification Agreements dated May 6, 1987
between the Registrant and Jerome J. Goldstein,
Mark E. Goldstein, Carolyn J. Anderson, and
Barry Shepard, incorporated by reference to
Exhibit 10.5 of Annual Report on Amended Form
10-K for the year ended December 31, 1993. An
Indemnification Agreement dated October 4, 1990
between the Registrant and Michael J. Sheets.
An Indemnification Agreement dated December 23,
1991 between the Registrant and Dennis H.
Field, and two separate Indemnification
Agreements dated January 17, 1992 between the
Registrant and Michael J. Sheets and Dennis H.
Field, incorporated by reference to Exhibit
10.5 of Annual Report on Form 10-K for the year
ended December 31, 1992. Indemnification
Agreement dated February 23, 1993 between the
Registrant and James F. Keane, incorporated by
reference to Exhibit 10.5 of Quarterly Report
on Form 10-Q for the three months ended March
31, 1993.
10.6* Scott's Liquid Gold-Inc. Employee Stock
Ownership Plan and Trust Agreement, effective
January 1, 1989, and First and Second
Amendments thereto, incorporated by reference
to Exhibit 10.6 of Annual Report on Form 10-K
for the year ended December 31, 1994.
10.7* 1986 Incentive Stock Option Plan and First
Amendment thereto, incorporated by reference to
Exhibit 4.4 of the Company's Registration
Statement No. 33-63254 on Form S-8, filed with
the Commission on May 25, 1993.
10.8* Scott's Liquid Gold-Inc. 1993 Stock Option Plan
for Outside Directors, incorporated by
reference to Exhibit 4.7 of the Company's
Registration Statement No. 33-63254 on Form
S-8, filed with the Commission on May 25, 1993.
13 Portions of 1996 Annual Report to Security
Holders.
21 List of Subsidiaries.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
27 Financial Data Schedule.
____________________________________
*Management contract or compensatory plan or arrangement
Supporting Schedules
Valuation and Qualifying Accounts
Schedule II
Scott's Liquid Gold-Inc. and Subsidiaries
<TABLE>
Column A Column B Column C Column D Column
E
Additions Deductions
Balance at 1 2
Beginning of Charge to Costs Charges to Balance
Description Period and Expenses Other Accounts at
End of
Period
<S> <C> <C> <C> <C> <C>
Year Ended
December 31, 1996 $494,200 $270,900 $184,700 (1) $580,400
Allowance for
doubtful accounts
Year Ended
December 31, 1995 $339,000 $229,000 $73,800 (1) $494,200
Allowance for
doubtful accounts
Year Ended
December 31, 1994 $177,900 $174,400 $13,300 (1) $339,000
Allowance for
doubtful accounts
</TABLE>
(1) Uncollectible accounts written off, net of recoveries.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Scott's Liquid Gold-Inc.:
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in Scott's Liquid Gold-Inc.'s 1996
Annual Report incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 21, 1997. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The supplemental
Schedule II is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. This schedule
has been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 27, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: October 16, 1997.
SCOTT'S LIQUID GOLD-INC.
a Colorado corporation
By: /s/ Mark E. Goldstein
Mark E. Goldstein, President
Principal Executive Officer
By: /s/ Barry Shepard
Barry Shepard, Treasurer
Principal Financial Officer
By: /s/ Jeffry B. Johnson
Jeffry B. Johnson, Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of the Registrant and in
the capacities and on the dates indicated:
Date Name and Title Signature
October 16, 1997 Carolyn J. Anderson,)
Director )
)
October 16, 1997 Mark E. Goldstein, )
Director )
)
October 16, 1997 Jerome J. Goldstein,) /s/ Barry Shepard
Director ) Barry Shepard, for
himself and as Attorney-in-
Fact for the named directors
who together constitute all of
October 16, 1997 Dennis H. Field, ) the members of Registrant's
Director ) Board of Directors
)
October 16, 1997 James F. Keane, )
Director )
)
October 16, 1997 Michael J. Sheets, )
Director )
)
October 16, 1997 Barry Shepard, )
Director )
