-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GaSPxgkMMlTZLwruhTUgw3Z+5gJci67AEHRKnhafynpMb0WGsZD+tqhS439DxJEv RqdiLPJmGSSpF1gfBu5fZw== 0000897423-99-000126.txt : 19990506 0000897423-99-000126.hdr.sgml : 19990506 ACCESSION NUMBER: 0000897423-99-000126 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990505 GROUP MEMBERS: ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT GROUP MEMBERS: ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF GROUP MEMBERS: DATED 3-14-1972 GROUP MEMBERS: DATED 3-2-1970 GROUP MEMBERS: JASON MICHAEL TAYLOR UNDER TRUST AGREEMENT GROUP MEMBERS: OF RHONDA LEIGH TAYLOR UNDER TRUST AGREEMENT GROUP MEMBERS: TAYLOR ANNETTE R TRUSTEE FOR BFT OF TLR JSN TR AGR 3/2/70 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN STATE VINTNERS INC CENTRAL INDEX KEY: 0001059581 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 770412762 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54463 FILM NUMBER: 99610523 BUSINESS ADDRESS: STREET 1: 500 DRAKES LANDING ROAD CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 4154614400 MAIL ADDRESS: STREET 1: 500 DRAKES LANDING ROAD CITY: GREENBRAE STATE: CA ZIP: 94904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR ANNETTE R TRUSTEE FOR BFT OF TLR JSN TR AGR 3/2/70 CENTRAL INDEX KEY: 0001085672 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KELLY HART & HALLMAN STREET 2: 201 MAIN ST STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: KELLY HART & HALLMAN STREET 2: 201 MAIN ST STE 3200 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 GOLDEN STATE VINTNERS, INC. SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* Golden State Vintners, Inc. (Name of Issuer) Class B Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 38121K208 (Cusip Number) W. Robert Cotham 201 Main Street, Suite 2600 Fort Worth, Texas 76102 (817) 390-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 29, 1999 (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 [ ]. *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). **The total number of shares reported herein is 284,400 shares, which constitutes approximately 5.5% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 5,136,733 shares outstanding. 1. Name of Reporting Person: Annette B. Taylor Trustee for Benefit of Jason Michael Taylor under Trust Agreement dated 3-2-1970 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 142,200 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By The Reporting 9. Sole Dispositive Power: 142,200 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by the Reporting Person: 142,200 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.8% 14. Type of Reporting Person: 00-Trust - ---------- (1) Power is exercised through its sole Trustee, Annette B. Taylor. 1. Name of Reporting Person: Annette B. Taylor Trustee for Benefit of Rhonda Leigh Taylor under Trust Agreement dated 3-14-1972 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO-Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 142,200 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By The Reporting 9. Sole Dispositive Power: 142,200 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by the Reporting Person: 142,200 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 2.8% 14. Type of Reporting Person: 00-Trust - ---------- (1) Power is exercised through its sole Trustee, Annette B. Taylor. Item 1. SECURITY AND ISSUER. This statement relates to shares of Class B Common Stock, par value $.01 per share (the "Stock"), of Golden State Vintners, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 500 Drakes Landing Road, Greenbrae, California 94904. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13D Statement on behalf of Annette B. Taylor Trustee for Benefit of Jason Michael Taylor under Trust Agreement dated 3-2-1970, a Texas irrevocable trust ("JMT"), and Annette B. Taylor Trustee for Benefit of Rhonda Leigh Taylor under Trust Agreement dated 3-14-1972, a Texas irrevocable trust ("RLT"). JMT and RLT are sometimes hereinafter referred to as the "Reporting Persons." Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following person (the "Controlling Person"): Annette B. Taylor ("ABT"). The Reporting Persons and the Controlling Person are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons or the Controlling Person that a group exists. (b)-(c) JMT JMT is a trust existing under the laws of the State of Texas with ABT as trustee. The address of JMT is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, ABT, is set forth below. RLT RLT is a trust existing under the laws of the State of Texas with ABT as trustee. The address of RLT is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to its Trustee, ABT, is set forth below. ABT ABT's residence address is 4149 Rainer Court, Fort Worth, Texas 76109, and she is not presently employed. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used or to be used by the Reporting Person to purchase shares of the Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS JMT Trust Funds(1) $ 988,507.07 RLT Trust Funds(1) $ 988,507.07 (1) As used herein, the term "Trust Funds" includes income from the various investments of the trust plus sums borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired and continue to hold the shares of the Stock reported herein for investment purposes.Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, the Reporting Persons may purchase additional shares of the Stock in the open market or in private transactions. Depending on these same factors, the Reporting Persons may sell all or a portion of the shares of the Stock that they now own or hereafter may acquire on the open market or in private transactions. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Reporting Persons JMT The aggregate number of shares of the Stock that JMT owns beneficially, pursuant to Rule 13d-3 of the Act, is 142,200, which constitutes approximately 2.8% of the outstanding shares of the Stock. RLT The aggregate number of shares of the Stock that RLT owns beneficially, pursuant to Rule 13d-3 of the Act, is 142,200, which constitutes approximately 2.8% of the outstanding shares of the Stock. Controlling Person ABT Because of her position as the sole Trustee of JMT and of RLT, ABT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 284,400 shares of the Stock, which constitutes approximately 5.5% of the outstanding shares of the Stock. To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) Reporting Persons JMT Acting through its Trustee, JMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 142,200 shares of the Stock. RLT Acting through its Trustee, RLT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 142,200 shares of the Stock. Controlling Person ABT As the sole Trustee of JMT and of RLT, ABT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 284,400 shares of the Stock. (c) During the past 60 days, the Reporting Persons have purchased shares of the Stock in open market transactions on the NASDAQ as follows: REPORTING NO. OF SHARES PRICE PER PERSON DATE PURCHASED SHARE JMT 04/28/99 42,700 $ 6.99 RLT 04/28/99 42,700 6.99 JMT 04/28/99 72,500 6.98 RLT 04/28/99 72,500 6.98 JMT 04/29/99 27,000 6.80 RLT 04/29/99 27,000 6.80 Except as set forth in this paragraph (c), to the best of the knowledge of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in shares of the Stock during the past 60 days. (d) The Reporting Persons affirm that no person other than those persons named in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the Stock owned by the Reporting Person. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith. 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: May 5, 1999 ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF JASON MICHAEL TAYLOR UNDER TRUST AGREEMENT DATED 3-2-1970 By: /s/ Annette B. Taylor Annette B. Taylor, Trustee ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF RHONDA LEIGH TAYLOR UNDER TRUST AGREEMENT DATED 3-14-1972 By: /s/ Annette B. Taylor Annette B. Taylor, Trustee EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.1 2 JOINT FILING AGREEMENT AND POWER OF ATTORNEY FOR SCHED. 13D Exhibit 99.1 1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that the person whose signature appears below constitutes and appoints W. Robert Cotham, Mark L. Hart, Jr., William P. Hallman, Jr., and William O. Reimann, IV, and each of them, as his or its true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D, and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of the Reporting Person with respect to its beneficial ownership of Golden State Vintners, Inc. and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATE: May 5, 1999 ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF JASON MICHAEL TAYLOR UNDER TRUST AGREEMENT DATED 3-2-1970 By: /s/ Annette B. Taylor Annette B. Taylor, Trustee ANNETTE B. TAYLOR TRUSTEE FOR BENEFIT OF RHONDA LEIGH TAYLOR UNDER TRUST AGREEMENT DATED 3-14-1972 By: /s/ Annette B. Taylor Annette B. Taylor, Trustee -----END PRIVACY-ENHANCED MESSAGE-----