UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SCOTT'S LIQUID GOLD-INC.
(Name of Issuer)
Common Stock, $0.10 Par Value
(Title of Class of Securities)
810202 10 1
(CUSIP Number)
Mark R. Levy, Holland & Hart LLP, 555 - 17th Street, Denver, CO 80202
(303) 295-8073
(Name/Address/Telephone Number of Person Authorized to Receive Notices and
Communications)
January 21, 2000
(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(e), 13d-1(f) or 13d-1(g), check
the following box .
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled 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).
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Goldstein Family Partnership, Ltd.
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
7 SOLE VOTING
POWER
2,126,473
8 SHARED VOTING
POWER
9 SOLE
DISPOSITIVE
POWER
2,126,473
10 SHARED
DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,126,473
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
21.0%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Goldstein Family Corporation
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
7 SOLE VOTING
POWER
2,126,473
8 SHARED VOTING
POWER
9 SOLE
DISPOSITIVE
POWER
2,126,473
10 SHARED
DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,126,473
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
21.0%
14 TYPE OF REPORTING PERSON*
CO
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Mark E. Goldstein
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)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING
POWER
2,681,355
8 SHARED VOTING
POWER
9 SOLE
DISPOSITIVE
POWER
2,681,355
10 SHARED
DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,681,355
12 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
This Schedule relates to Common Stock of Scott's Liquid Gold-Inc. (the
"Company"), par value $0.10 per share. The address of the principal executive
office of the Company is 4880 Havana Street, Denver, Colorado 80239.
Item 2. Identity and Background
This statement is filed on behalf of the Goldstein Family Partnership, Ltd.
(the "Partnership"), Mark E. Goldstein and the Goldstein Family Corporation (the
"Goldstein Corporation").
The Partnership is a limited partnership organized under the laws of the
State of Colorado. Its principal business is to acquire, invest in, own,
manager, sell and exchange property in the Partnership and to reinvest proceeds
from the sale or disposition of any assets of the Partnership. Shares of the
Company's Common Stock constitute almost all of the assets of the Partnership.
The address of the Partnership's principal business and principal office is 4880
Havana Street, Denver, Colorado 80239. The Partnership's sole general partner
is the Goldstein Corporation.
The Goldstein Corporation is a corporation organized under the laws of the
State of Colorado. Its principal business is being the general partner of the
Partnership. The Goldstein Corporation's principal business and principal
office is located at 4880 Havana Street, Denver, Colorado 80239. The sole
director and the sole executive officer of the Goldstein Corporation is Mark E.
Goldstein. Mark E. Goldstein owns 80% of the outstanding common stock of the
Goldstein Corporation. A charitable lead annuity trust, of which Mark E.
Goldstein is the trustee and a beneficiary, owns the remaining 20% of the
remaining outstanding common stock of the Goldstein Corporation.
Mark E. Goldstein's business address is 4880 Havana Street, Denver,
Colorado 80239. The present principal occupation or employment of Mr.
Goldstein is President and Chief Executive Officer of the Company, whose address
is listed in Item 1 above. Mr. Goldstein is a United States citizen.
During the last five years, the Partnership, the Goldstein Corporation, and
Mr. Goldstein have not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). In addition, during the last five
years, each of them was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
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.
This statement has been previously filed by the Partnership and the
Goldstein Corporation, as well as Jerome J. Goldstein, who was the father of
Mark E. Goldstein. Jerome J. Goldstein died in January, 2000.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition of stock of the Company by the Partnership has been
described in the initial filing of this Schedule and in amendments to this
Schedule. The Partnership has outstanding 8,746 units held by Mark E.
Goldstein, a sister of Mark E. Goldstein, the charitable lead annuity trust
mentioned above, relatives of Mark E. Goldstein and his deceased parents, and
one other individual. Each unit represents an interest in the capital profits
and losses of the Partnership.
On January 21, 2000, Mark E. Goldstein acquired 800 shares of the common
stock of the Goldstein Corporation, representing 80% of the outstanding common
stock of the Goldstein Corporation. He also became the sole director, the
President and the sole executive officer of the Goldstein Corporation on that
date. As a result, Mark E. Goldstein controls the Goldstein Corporation. The
Goldstein Corporation controls the voting and disposition of common stock of the
Company owned by the Partnership.
Mark E. Goldstein paid no consideration for the shares of the Goldstein
Corporation. The shares were transferred to him by a trust created by Jerome J.
Goldstein; the trust provided for this transfer of the shares upon the death of
Jerome J. Goldstein. Jerome J. Goldstein had contributed as a gift 80% of the
outstanding shares of the Goldstein Corporation to that trust. Jerome J.
Goldstein previously contributed 20% of the outstanding shares of the Goldstein
Corporation to the charitable lead annuity trust of which Mark E. Goldstein is
the trustee and a beneficiary.
See also Items 2 and 4 of this Schedule.
Item 4. Purpose of Transaction
The original purposes of the acquisition of the Company's Common Stock by
the Partnership were to facilitate estate planning of Jerome J. Goldstein and to
have the voting and disposition powers with respect to those shares rest with
the Goldstein Corporation as the sole general partner of the Partnership.
Shares of the Goldstein Corporation were transferred to Mark E. Goldstein so
that he controls the Goldstein Corporation
Mark E. Goldstein also has stock options under a Company plan to acquire
certain shares of Common Stock of the Company and a vested interest in shares of
the Company's Common Stock held in his account under the Company's employee
stock ownership plan. Mr. Goldstein may acquire shares upon the exercise of
stock options issued by the Company.
The Partnership may be dissolved upon the written agreement of partners
holding at least 75% of the total capital account balances of all partners, the
expiration of the term of 30 years and certain other events listed in the
Limited Partnership Agreement of the Partnership, effective November 6, 1996, as
it may be amended from time to time (the "Partnership Agreement"). Please see
Article XI of the Partnership Agreement, which Agreement is an exhibit to this
Schedule.
Except as may be indicated above, the Partnership, Goldstein Corporation
and Mr. Goldstein have no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, 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 the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company 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 equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
See also Items 2 and 4 of this Schedule.
Item 5. Interest in Securities of the Issuer
The Partnership owns 2,126,473 shares of Common Stock of the Company.
Under the terms of the Partnership Agreement, a determination on the voting or
disposition of these shares rests with the sole general partner, the Goldstein
Corporation. The Partnership and the Goldstein Corporation may be deemed to be
the beneficial owners of all such 2,126,473 shares of Common Stock of the
Company, representing approximately 21.0% of the outstanding Common Stock of the
Company, and to have the sole power to vote or to direct the vote of such shares
and the sole power to dispose or to direct the disposition of such shares.
A determination on the voting of common stock of the Company held by the
Partnership is made, in accordance with the Articles of Incorporation of the
Goldstein Corporation, by a majority vote of the shareholders of the Goldstein
Corporation. Mr. Goldstein, as the sole director and sole executive officer of
the Goldstein Corporation and as the owner of 80% of the outstanding stock in
his individual name and 20% of the outstanding stock of the Goldstein Family
Corporation as a trustee, will determine the actions of the Partnership with
respect to the shares of the Company's Common Stock held by the Partnership.
Mr. Goldstein also may be deemed to be the beneficial owner of the 2,126,473
shares held by the Partnership and to have the sole power to vote or to direct
the vote of such shares and the sole power to dispose or to direct the
disposition of such shares.
Mr. Goldstein owns beneficially and directly 320,990 shares of common stock
of the Company. Three minor children of Mr. Goldstein, who live in his home,
own 92,892 shares of common stock of the Company. Mr. Goldstein may be deemed
to be the beneficial owner of these shares and have the sole power to vote or
direct the vote of such shares and the sole power to dispose or to direct the
disposition of such shares. Mr. Goldstein's spouse owns directly 25,890 shares
of common stock of the Company, and Mr. Goldstein disclaims any beneficial
ownership of those shares. The shares of his spouse are not included as
beneficially owned by Mr. Goldstein.
Mr. Goldstein holds stock options under a stock option plan of the Company,
which options are presently exercisable for 70,500 shares of Common Stock of the
Company.
Accordingly, Mr. Goldstein may be deemed the beneficial owner of a total of
2,681,355 shares of Common Stock of the Company (which includes shares subject
to the options), representing 26.4% of the outstanding Common Stock of the
Company (assuming the exercise of the options). Mr. Goldstein has the sole
voting power and disposition power with respect to all these 2,610,855 shares as
described above and may be deemed to have the sole power to vote or to direct
the vote of the 70,500 shares subject to the option and to have the sole power
to dispose or to direct the disposition of the 70,500 shares subject to the
option.
The limited partners of the Partnership have an interest in dividends from
or the proceeds from the sale of any Common Stock held by the Partnership
because the dividends or proceeds would become assets of the Partnership.
However, under the terms of the Partnership Agreement, they do not have the
right to receive or the power to direct the receipt of any such dividends or
proceeds. See Item 3 as to the ownership of the Partnership.
The Partnership, Goldstein Corporation and Mr. Goldstein have not engaged
in any transactions in the Common Stock of the Company during the past sixty
days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Partnership, Goldstein Corporation and Mr. Goldstein do not have any
contracts, arrangements, understandings or relationships among themselves or
between any of them and another person or entity with respect to the securities
of the Company except to the extent any of the following may be so considered.
The Partnership Agreement sets forth the powers of the Goldstein
Corporation as the general partner to control the voting of, disposition of and
other matters concerning the Common Stock of the Company held by the
Partnership. The Partnership Agreement is an exhibit to this Schedule. The
Articles of Incorporation of the Goldstein Corporation provide that the
shareholders of the Goldstein Corporation have the full authority and perform
the duties of the Board of Directors with respect to the voting of (and
determining the vote of) stock of Scott's Liquid Gold-Inc. held by the
Partnership. The decision of the shareholders is made by a majority vote.
Please also see information in Items 2 through 4 of this Schedule.
Item 7. Material to be Filed as Exhibits
The following exhibits are filed with this Schedule:
Exhibit No. Description of Exhibit
4 Agreement Regarding Filing Among the
Partnership, the Goldstein Corporation and Mark
E. Goldstein.
5 Articles X and XI of Articles of Incorporation
of the Goldstein Corporation.
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: February 11, 2000.
Goldstein Family Partnership, Ltd.
By Goldstein Family Corporation
By:
Mark E. Goldstein, President
Goldstein Family Corporation
By:
Mark E. Goldstein, President
Mark E. Goldstein
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4 Agreement Regarding Filing Among the
Partnership, the Goldstein Corporation and Mark
E. Goldstein.
5 Articles X and XI of the Articles of
Incorporation of the Goldstein Corporation.
Exhibit 4 to Schedule 13d
of Goldstein Family Partnership, ltd.
Goldstein Family Corporation
and Mark E. Goldstein
dated February 11, 2000
Agreement Regarding Filing
The undersigned hereby expressly agree that they will file together a
Schedule 13D and amendments thereto with respect to the undersigned's beneficial
ownership of common stock of Scott's Liquid Gold-Inc. The undersigned also
agree that the Schedule 13D to which this Agreement is attached is to be filed
on behalf of each of us.
Goldstein Family Partnership, Ltd.
By: Goldstein Family Corporation,
its General Partner
By:
Mark E. Goldstein President
Goldstein Family Corporation
By:
Mark E. Goldstein, President
Mark E. Goldstein
Exhibit 5 to Schedule 13d
of Goldstein Family Partnership, Ltd.
Goldstein Family Corporation
and Mark E. Goldstein
dated February 11, 2000
Articles X and XI
of the
Articles of Incorporation
of
Goldstein Family Corporation
a Colorado corporation
Article X
Quorum and Voting Requirements for Shareholders' Meetings
a. Quorum. A majority of the votes entitled to be cast on a matter
by a voting group shall constitute a quorum of that voting group for action on
that matter at any meeting of shareholders. (When used in these Articles of
Incorporation, the term "voting group" or "voting groups" shall have the meaning
assigned by the Act.)
b. Voting. Except as is otherwise required by the Act, action by a
voting group on a matter other than the election of directors is approved if a
quorum exists and if the votes cast within the voting group favoring the action
exceed the votes cast within the voting group opposing the action.
c. Change in Quorum or Voting Requirements. Any amendment to these
Articles of Incorporation adding, changing, or deleting a greater quorum or
voting requirement for shareholders shall meet the same quorum requirement and
be adopted by the same vote and voting groups required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever are greater.
Article XI
Voting of SLG Shares
Notwithstanding any other provision of these Articles of Incorporation, the
shareholders of the Corporation shall have the full authority and perform the
duties of the board of directors, in lieu of the board of directors, with
respect to the voting of (and determining the vote of) "SLG" stock held by the
Goldstein Family Partnership, Ltd. (called, with any successors, the "Family
Partnership"). The acts and decisions of the shareholders of the Corporation
with respect to the voting of SLG stock shall be made and determined as provided
in Article X above. As used in this Article, the term "SLG" means Scott's
Liquid Gold-Inc., a Colorado corporation, and any successors to that corporation
but shall not include any successors whose shares are acquired by the Family
Partnership by reason of a sale or exchange or by merger, consolidation or
conversion of Scott's Liquid Gold-Inc. if Scott's Liquid Gold-Inc. is not the
surviving entity or by reason of a sale of substantially all of the assets of
Scott's Liquid Gold-Inc. However, SLG shall include any successor whose shares
are acquired in any such transaction (whether a sale, exchange, merger,
consolidation, conversion or sale of substantially all assets) which is for the
purpose of changing the form of entity, domicile, name or identity of SLG with
the respective holdings of equity interests remaining substantially the same.
