SCOTTS LIQUID GOLD INC
10-K/A, 1998-04-09
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549
                                 
                                   FORM 10-K/A
                                   AMENDMENT 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, 1997
                               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 11,
1997 by non-affiliates of the Registrant was $22,571,052.  This calculation
assumes that certain parties may be affiliates of the Registrant and that,
therefore, 5,642,763 shares of voting stock are held by nonaffiliates.

As of March 11, 1997, the Registrant had 10,092,358 shares of its $0.10 par
value common stock outstanding.

                       Documents Incorporated by Reference
                                      
The Registrant's 1997 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 6, 1998, is
incorporated by reference in Part III.





                                         
                                                           Exhibit 23
                              
                     ARTHUR ANDERSEN LLP
                              

          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 10-K,
into the Company's previously filed Ford S-8 Registration
Statement No. 33-63254 and Form S-8 Registration Statement
relating to the Company's 1997 Stock Option Plan.

                         Arthur Andersen LLP

Denver, Colorado
March 27, 1998




                                  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:  April 8, 1998.


                              SCOTT'S LIQUID GOLD-INC.
                              a Colorado corporation


                              By:   Mark E. Goldstein, President
                                    Principal Executive Officer


                              By:   Barry Shepard, Treasurer
                                    Principal Financial Officer


                              By:   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
April 8, 1998      Carolyn J. Anderson,)
                   Director            )
                                       )
April 8, 1998      Mark E. Goldstein,  )
                   Director            )
                                       )
April 8, 1998      Jerome J. Goldstein,)
                   Director            )    Barry Shepard, for himself and
                                       )    as Attorney-in-Fact for the 
April 8, 1998  Dennis H. Field,        )    named directors who together
                   Director            )    constitute all of the members
                                       )    of Registrant's Board of
April 8, 1998      James F. Keane,     )    Directors
                   Director            )
                                       )
April 8, 1998      Michael J. Sheets,  )
                   Director            )
                                       )
April 8, 1998      Barry Shepard,      )
                   Director            )



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