0000904793-05-000004.txt : 20120622
0000904793-05-000004.hdr.sgml : 20120622
20050331161445
ACCESSION NUMBER: 0000904793-05-000004
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050331
DATE AS OF CHANGE: 20050331
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN LOCKER GROUP INC
CENTRAL INDEX KEY: 0000008855
STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540]
IRS NUMBER: 160338330
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-18717
FILM NUMBER: 05720526
BUSINESS ADDRESS:
STREET 1: 608 ALLEN STREET
CITY: JAMESTOWN
STATE: NY
ZIP: 14701
BUSINESS PHONE: 7166649600
MAIL ADDRESS:
STREET 1: 608 ALLEN STREET
CITY: JAMESTOWN
STATE: NY
ZIP: 14701
FORMER COMPANY:
FORMER CONFORMED NAME: AVM CORP
DATE OF NAME CHANGE: 19850520
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SANTA MONICA PARTNERS LP
CENTRAL INDEX KEY: 0000904793
IRS NUMBER: 133100474
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 1865 PALMER AVENUE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
BUSINESS PHONE: 9148330875
MAIL ADDRESS:
STREET 1: 1865 PALMER AVENUE
CITY: LARCHMONT
STATE: NY
ZIP: 10538
SC 13D/A
1
amlocker_no5-13d.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
AMERICAN LOCKER GROUP INCORPORATED
-----------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
-----------------------------------------------------------------------
(Title of Class of Securities)
027284108
-----------------------------------------------------------------------
(CUSIP Number)
LAWRENCE J. GOLDSTEIN
1865 PALMER AVENUE
LARCHMONT, NEW YORK 10538
(914) 833-0875
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 2005
-----------------------------------------------------------------------
(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 that 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.
(Continued on following pages)
(Page 1 of 12 Pages)
CUSIP No. 027284108 13D/A Page 2 of 12 Pages
_______________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SANTA MONICA PARTNERS, L.P.
13-3100474
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_]
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
WC
_______________________________________________________________________
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
_______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 136,159
SHARES
_______________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_______________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 136,159
CUSIP No. 027284108 13D/A Page 3 of 12 Pages
PERSON
_______________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,159
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.88%
_______________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
_______________________________________________________________________
______________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SMP ASSET MANAGEMENT LLC
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_]
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
OO
CUSIP No. 027284108 13D/A Page 4 of 12 Pages
_______________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
_______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 136,159
SHARES
_______________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_______________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 136,159
PERSON
_______________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,159
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.88%
CUSIP No. 027284108 13D/A Page 5 of 12 Pages
_______________________________________________________________________
14 TYPE OF REPORTING PERSON
OO (LLC)
_______________________________________________________________________
The inclusion of SMP Asset Management LLC in this Statement shall not
be construed as an admission that such party is, for purposes of
Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Statement.
_______________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAWRENCE J. GOLDSTEIN
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_]
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
PF, 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
_______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 148,247
CUSIP No. 027284108 13D/A Page 6 of 12 Pages
SHARES
_______________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_______________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 148,247
PERSON
_______________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,247
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.66%
_______________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_______________________________________________________________________
_______________________________________________________________________
1 NAME OF REPORTING PERSONS
CUSIP No. 027284108 13D/A Page 7 of 12 Pages
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L.J. Goldstein Company Incorporated Pension Plan
13-3129010
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[X]
(b)
[_]
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
WC
_______________________________________________________________________
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
_______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 7,800
SHARES
_______________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
_______________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,800
PERSON
_______________________________________________________________________
CUSIP No. 027284108 13D/A Page 8 of 12 Pages
10 SHARED DISPOSITIVE POWER
WITH
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,800
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.51%
_______________________________________________________________________
14 TYPE OF REPORTING PERSON
EP
_______________________________________________________________________
AMERICAN LOCKER GROUP INCORPORATED SCHEDULE 13D
AMENDMENT NO. 5
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the common
stock with $1.00 par value (the "Shares") of American Locker Group
Incorporated (the "Issuer"). The principal offices of the Issuer are
located at 608 Allen Street, Jamestown, New York 14701.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Statement
is being filed by Santa Monica Partners, L.P., a New York limited
partnership ("Santa Monica Partners"). This Statement is also being
filed on behalf of SMP Asset Management LLC, a Delaware limited
liability company that acts as the general partner of Santa Monica
Partners ("SMP Asset Management"), Lawrence J. Goldstein, the president
and sole owner of SMP Asset Management, and L.J. Goldstein Company
Incorporated Pension Plan, a pension plan for the benefit of Mr.
Goldstein (the "Pension Plan").
CUSIP No. 027284108 13D/A Page 9 of 12 Pages
(b)-(c) The principal business of Santa Monica Partners is to invest in
securities with the objective of preserving principal, building net
worth, and achieving long-term capital growth for its investors. The
principal business of SMP Asset Management is to provide investment
advice to and to manage the business and affairs of Santa Monica
Partners. Mr. Goldstein's principal occupation is providing investment
advice to and supervising the business and affairs of SMP Asset
Management, and indirectly, Santa Monica Partners. The Pension Plan
invests its assets for the purpose of funding retirement benefits
for Mr. Goldstein. The principal business address of Santa Monica
Partners, SMP Asset Management, Mr. Goldstein and the Pension Plan
(collectively, the "Reporting Persons") is 1865 Palmer Avenue,
Larchmont, New York 10538.
(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
(f) Mr. Goldstein is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of all funds for purchases of the Shares by Santa Monica
Partners was the working capital of Santa Monica Partners. The source
of all funds for purchases by SMP Asset Management was the working
capital of Santa Monica Partners, which is managed by SMP Asset
Management. The source of all funds for purchases of Shares by the
Pension Plan was the working capital of the Pension Plan. The source
of all funds for purchases by Mr. Goldstein in his individual capacity
was personal funds. In addition, Mr. Goldstein may be deemed to be the
beneficial owner of shares purchased by Santa Monica Partners and the
Pension Plan which were made with the working capital of Santa Monica
Partners and the Pension Plan, respectively. The personal funds and
working capital may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Shares for investment purposes
and intend to review on a continuing basis their investments in the
Issuer and may, depending upon their evaluation of the Issuer's
business and prospects and upon future developments, determine to
CUSIP No. 027284108 13D/A Page 10 of 12 Pages
increase or decrease, or continue to hold as an investment, or dispose
of, the shares in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Santa Monica Partners
beneficially owns in the aggregate 136,159 Shares, constituting 8.88%
of the outstanding Shares based upon the 1,534,146 shares outstanding
of Common Stock reported by the Company to be issued and outstanding as
of November 9, 2004 in its Form 10-Q filed with the SEC on November 12,
2004 (the "Issued and Outstanding Shares"). SMP Asset Management, as
the sole general partner of Santa Monica Partners, may be deemed
indirectly to own beneficially (as that term is defined in Rule 13d-3
under the Exchange Act) the Shares in which Santa Monica Partners may
be deemed to possess direct beneficial ownership. Mr. Goldstein, as
president and sole owner of SMP Asset Management, may be deemed to have
indirect beneficial ownership of the Shares which SMP Asset Management
may beneficially own. Mr. Goldstein disclaims beneficial ownership of
such Shares for all other purposes. Mr. Goldstein beneficially owns in
his in dividual capacity 4,288 Shares, constituting 0.28% of the
outstanding Shares. In addition, the Pension Plan beneficially owns in
the aggregate 7,800 Shares, constituting 0.51% of the outstanding
Shares, and Mr. Goldstein may also be deemed to have indirect
beneficial ownership of the Shares which the Pension Plan beneficially
owns.
(b) Santa Monica Partners has the sole power to vote or direct the vote
of 136,159 Shares and the sole power to dispose or direct the
disposition of such Shares. SMP Asset Management, as sole general
partner of Santa Monica Partners, may be deemed to have the sole power
to vote or direct the vote of the Shares held by Santa Monica Partners,
and the sole power to dispose or direct the disposition of such Shares.
Mr. Goldstein, as president and sole owner of SMP Asset Management, may
be deemed to have the power to vote or to direct the vote and to
dispose or to direct the disposition of such Shares. Mr. Goldstein
possesses the sole power to vote and dispose of the 4,288 Shares
beneficially owned by him in his individual capacity. In addition, the
Pension Plan has the sole power to vote or direct the vote of 7,800
Shares and the sole power to dispose or direct the disposition of such
Shares. Mr. Goldstein, as trustee of the Plan, may be deemed to have
the sole power to vote or direct the vote of the Shares held by the
Pension Plan and the sole power to dispose or direct the disposition of
such Shares.
(c) Santa Monica Partners engaged in the following transactions in
Shares of the Issuer during the past 60 days:
CUSIP No. 027284108 13D/A Page 11 of 12 Pages
Date Number of Shares Price per Share
SOLD
02/09/2005 4,350 8.17
02/10/2005 5,909 7.91
03/22/2005 17,868 6.09
03/23/2005 500 6.00
03/23/2005 500 6.00
03/24/2005 17,814 5.77
All transactions involved sales of Shares on the over-the-counter
Nasdaq market. No other Reporting Person effected transactions in
Shares of the Issuer during the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
To the best of the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between the Reporting Persons
and any other person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, except as follows: (i) the
partnership agreement of Santa Monica Partners contains provisions
whereby SMP Asset Management may, after certain adjustments, receive a
percentage of profits, if any, derived from Santa Monica Partner's
investments, and (ii) the terms of the Pension Plan provide for
benefits to be paid to Mr. Goldstein upon his retirement.
Item 7. Material to be filed as Exhibits.
None.
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.
Dated: March 31, 2005
SANTA MONICA PARTNERS, L.P.
By: SMP ASSET MANAGEMENT LLC
By: /s/LAWRENCE J. GOLDSTEIN
---------------------------------
CUSIP No. 027284108 13D/A Page 12 of 12 Pages
Lawrence J. Goldstein, President
SMP ASSET MANAGEMENT LLC
By: /s/LAWRENCE J. GOLDSTEIN
---------------------------------
Lawrence J. Goldstein, President
/s/LAWRENCE J. GOLDSTEIN
---------------------------------
Lawrence J. Goldstein
L.J. GOLDSTEIN INCORPORATED PENSION PLAN
By: /s/LAWRENCE J. GOLDSTEIN
----------------------------------------
Lawrence J. Goldstein, Trustee
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).