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.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
810-202101
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
NOVEMBER 1, 2012
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(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
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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) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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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
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11. Aggregate Amount Beneficially Owned 774,227
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 7.1%
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14. Type of Reporting Person (See Instructions) IN
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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