0001162893-12-000010.txt : 20121126
0001162893-12-000010.hdr.sgml : 20121126
20121126092129
ACCESSION NUMBER: 0001162893-12-000010
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20121126
DATE AS OF CHANGE: 20121126
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: STABOSZ TIMOTHY J
CENTRAL INDEX KEY: 0001162893
FILING VALUES:
FORM TYPE: SC 13D/A
MAIL ADDRESS:
STREET 1: 1307 MONROE STREET
CITY: LA PORTE
STATE: IN
ZIP: 46350
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SCOTTS LIQUID GOLD INC
CENTRAL INDEX KEY: 0000088000
STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844]
IRS NUMBER: 840920811
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-10347
FILM NUMBER: 121223272
BUSINESS ADDRESS:
STREET 1: 4880 HAVANA ST
CITY: DENVER
STATE: CO
ZIP: 80239
BUSINESS PHONE: 3033734860
MAIL ADDRESS:
STREET 1: PO BOX 39S
CITY: DENVER
STATE: CO
ZIP: 80219-0019
SC 13D/A
1
slgd13d4.txt
FORM 13D AMENDMENT NUMBER 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
SCOTT'S LIQUID GOLD, INC.
-------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
-------------------------------------------------------------------------------
(Title of class of securities)
810-202101
--------------------------------------------------------
(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
-------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
NOVEMBER 1, 2012
--------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
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).
CUSIP No. 810-202101
--------------------------------------------------------------------------------
1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) 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
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 774,227
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 774,227
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned 774,227
by each Reporting Person
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 7.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
ITEM 1. Security and Issuer
Common stock of Scott's Liquid Gold, Inc. ("the company"), 4880 Havana
Street, Denver, CO 80239.
ITEM 2. Identity and Background
The reporting person, Timothy J. Stabosz, 1307 Monroe Street, LaPorte, IN
46350, a natural person and United States citizen, is engaged as a private
investor. He has not been convicted in a criminal proceeding (excluding
traffic violations or other similar misdemeanors) in the last 5 years, and has
not been a party to any proceedings, or subject to any judgements, enjoinments,
decrees, et al., related to violations of state or federal securities laws, in
his lifetime.
ITEM 3. Source and Amount of Funds or Other Consideration
Personal funds in the aggregate amount of $175,438.18 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
The reporting person has acquired the shares for investment purposes. He
believes he is the largest unaffiliated shareholder of the company.
The reporting person submitted a letter to the board of directors (see
Exhibit #1), dated November 24, 2012, expressing support for the pending
transaction to sell the company's Denver real estate for $9.5 million. (See
the company's November 21, 2012 Form 8-K filing.) However, he also indicated
in the letter that it is imperative, considering how CEO Mark Goldstein has
caused the company to suffer a net loss for 14 out of the last 15 years, that
the company provide an opportunity for those shareholders who want to "move
on" from their investment in the company, to be given that opportunity, as a
result of the "liquidity event" of the real estate sale.
More specifically, in the letter, the reporting person seeks a meeting
with the board to discuss specific uses for the cash generated from the
pending real estate sale. Among other options, he asks the board to consider
a large one time dividend, a "going private" transaction or sale of the entire
company, or, his preferred alternative, a self-tender for 3 million common
shares or more, at a price of not less than 50 cents, that would allow for
each shareholder to decide for himself whether he wants to "stay" or "go."
The reporting person intends to review his investment in the company on a
continual basis and engage in discussions with management and the Board of
Directors concerning the governance, business, operations, and future plans of
the company. Depending on various factors, including, without limitation, the
company's financial position and investment strategy, the price levels of the
common stock, conditions in the securities markets, and general economic and
industry conditions, the reporting person may, in the future, take such
actions with respect to his investment in the company as he deems appropriate
including, without limitation, communicating with other stockholders, seeking
Board representation, making proposals to the company concerning the
capitalization and operations of the issuer, purchasing additional shares of
common stock or selling some or all of his shares, or changing his intention
with respect to any and all matters referred to in Item 4.
Other than as indicated in this (including the letter attached hereto) and
previous 13D filings, the reporting person has no plans or proposals which
relate to, or could result in, any matters referred to in subsections (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
As of the close of business on November 23, 2012, the reporting person has
sole voting and dispositive power over 774,227 shares of Scott's Liquid Gold,
Inc.'s common stock. According to the company's 3rd quarter 2012 Form 10-Q, as
of November 9, 2012 there were 10,937,000 common shares outstanding. The
reporting person is therefore deemed to own 7.1% of the company's common stock.
Transactions effected by the reporting person, in the 60 days prior to the
November 1st "trigger" date, through November 21, 2012, were performed in
ordinary brokerage transactions, and are indicated as follows:
10/17/12 bought 10,000 shares @ $.121
11/01/12 bought 150,000 shares @ $.130
11/12/12 bought 25,000 shares @ $.144
11/14/12 bought 13,900 shares @ $.144
11/21/12 sold 10,000 shares @ $.21
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None
ITEM 7. Material to be Filed as Exhibits
Exhibit #1: Letter dated 11/24/12 to the SLGD Board of Directors
SIGNATURES
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 11/26/12
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor
EX-1
2
slgdltr3.txt
LETTER TO SLGD BOARD DATED NOVEMBER 24, 2012
Timothy J. Stabosz
1307 Monroe Street
LaPorte, IN 46350
PH: (219) 324-5087
Board of Directors
Scotts Liquid Gold-Inc.
4880 Havana Street
Denver, CO 80239
Mark E. Goldstein
Jeffrey R. Hinkle
Dennis H. Field
Jeffry B. Johnson
Gerald J. Laber
Philip Neri
November 24, 2012
Members of the Scott's Liquid Gold Board:
As Scott's Liquid Gold's largest outside shareholder, with a 7.1% ownership
stake, I note with great interest the November 21, 2012 8-K filing
indicating the pending sale of company real estate for $9.5 million. While
I fully support the transaction, I have grave concerns about the intentions
the board has for the use of the approximately $5.5 million in net cash that
would result.
It is imperative that you realize, as a board, and that Mr. Goldstein
realize, that many or most of your outside shareholders are NOT interested
in participating in the continuation of this company, and having this board,
and a CEO with a record of long-term failure, "invest" the proceeds. I
want to make it clear to you that I personally view the closing of this
transaction as an appropriate time for you, the board, TO PROVIDE AN ENDGAME
FOR THOSE WHO WANT OUT OF SCOTT'S LIQUID GOLD...and who want OUT of Mr.
Goldstein's abysmal record of net losses for what will be, in 2012, 14 out
of the last 15 years, with both revenues and shareholders' equity down 70%
or more, over those same 15 years.
Therefore, I am, at this time, respectfully requesting an in person meeting
with the entire board, in December, to discuss options the company would
intend to pursue with the liquidity that would be generated from this
transaction. I would also request that you solicit your other large outside
shareholders to be invited to such a meeting.
I want to emphasize to you, in no uncertain terms, that those of us who have
been around this company long enough view this board's toleration of the
value destruction under Mr. Goldstein as an outrageous dereliction...and
view the cash that will be generated from this transaction as OURS, and not
Mr. Goldstein's to do with as he pleases. If you are not willing to reach
out to me, and all of the outside shareholders, at this time, to discuss
what the appropriate uses for that cash may be, I would see that as nothing
less than a "declaration of war," by the board, against its entire outside
shareholder base.
I also hasten to remind you that, at the last annual meeting, in May 2012,
the election would have resulted in EVERY SINGLE ONE OF THE BOARD MEMBERS
BEING WITHHELD, if you exclude shares that Mr. Goldstein controls from the
calculation. Considering there was no organized proxy contest or withhold
campaign, the election results represent a WHOLESALE REJECTION of the entire
board...and a stinging rebuke of your longstanding support of the current
CEO. One would hope you will take that vote as the sobering message it
is...that most of the outside shareholders are tired of being "taken along
for the ride," as the company, under Mr. Goldstein, continually erodes in
value.
With all of this in mind, there are a number of ways to deploy the cash that
would result from closing the real estate deal. A large cash dividend or
stock buyback...or even a "going private" transaction or a sale of the
entire company should be considered. By my estimation, an effort to
"maximize shareholder value," starting with a 50 cent per share dividend,
would likely result in a per share value somewhere in the range of $.75-1.00
or more, which would respresent a multiple of anywhere from FIVE TO SEVEN
TIMES the 15 cent price the common stock was trading at, before you filed
the 8-K announcing the pending sale of real estate. Such a return to
shareholders would be astronomical...and is not to be ignored!
Another alternative, that would be quite fair to all parties, would be to
facilitate those who want to "get out" to do just that, while allowing those
who want to "stay" to stay...by conducting a self tender for 3 million (or
more) shares, at a price of not less than 50 cents per share.
After speaking tonight with Director Bub Laber, I want you to know that I
have chosen to be infinitely more measured in the tone of this 13D filing,
compared to the scathing narrative I originally wrote. I hope you will
appreciate that. It is also my hope that you will seek to reestablish trust
that has been pretty much destroyed, by reaching out directly to myself,
and to other engaged outside shareholders, such as Richard Barone,
Michael Deutsch, etc., regarding their view of appropriate uses of the
cash that is generated from the proposed transaction. I want to again
emphasize that the time to do that outreach is NOW, well before the
deal closes. Considering how much grave offense and insult has been
taken (certainly by myself), with the board's unacceptable ignoring of
the critical problem areas I and others have sought to bring to your
attention, one hopes that the board will now take it upon itself to rebuild
bridges that it has previously burned.
With the ability to "unlock" so much value now before us, it is important
that the board look at ALL options, as your fudiciary duty requires. Please
have Mr. Laber or Mr. Goldstein follow up with me promptly, on your plans to
solicit input, and to explore the possibility of coming to formal
understandings, about what the company will do with the cash, so that all
shareholders will have an equal ability to participate in the rewards of
this transaction...but most importantly, that those who want to "unhook
themselves from this train" and be provided the ability to remove our
capital from this company, will be provided the opportunity to do so, if we
no longer want to participate, with Mr. Goldstein at the helm.
Respectfully,
Timothy J. Stabosz