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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment #5
Under the Securities Exchange Act of 1934
Scotts Liquid Gold-Inc.
(Name of Issuer)
COMMON STOCK, $.10 par value
(Title of Class of Securities)
Tamara R. Wagman
124 E. 4
th Street
Tulsa, Oklahoma 74103
(918) 583-9922
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 2008
(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(b)(3)
or (4), check the following box o .
*The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No. |
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810202101 |
SCHEDULE 13D |
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1 |
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NAME OF REPORTING PERSON
Yorktown Avenue Capital, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Oklahoma
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,578,530 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,578,530 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,578,530 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.9% |
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14 |
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TYPE OF REPORTING PERSON |
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OO (Limited Liability Company) |
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CUSIP No. |
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810202101 |
SCHEDULE 13D |
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1 |
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NAME OF REPORTING PERSON
Boston Avenue Capital, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Oklahoma
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,578,530 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,578,530 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,578,530 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.9% |
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14 |
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TYPE OF REPORTING PERSON |
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OO (Limited Liability Company) |
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CUSIP No. |
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810202101 |
SCHEDULE 13D |
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1 |
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NAME OF REPORTING PERSON
Value Fund Advisors, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Oklahoma
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,578,530 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,578,530 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,578,530 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.9% |
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14 |
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TYPE OF REPORTING PERSON |
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OO (Limited Liability Company) |
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CUSIP No. |
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810202101 |
SCHEDULE 13D |
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1 |
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NAME OF REPORTING PERSON
Charles M. Gillman |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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See Item 3 |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,578,530 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,578,530 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,578,530 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14.9% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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CUSIP NO. 810202101
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SCHEDULE 13D
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Item 1. Security and Issuer
This Schedule 13D relates to shares of Common Stock, $.10 par value (the Common Stock) of Scotts
Liquid Gold-Inc., a Colorado corporation (the Issuer). The principal executive office and mailing
address of the Issuer is 4880 Havana Street, Denver, Colorado 80239.
Item 2. Identity and Background
This Schedule 13D/A is being jointly filed by Value Fund Advisors, LLC (VFA), Boston Avenue
Capital, LLC (Boston), Yorktown Avenue Capital, LLC (Yorktown) and Charles M. Gillman
(Gillman) (the Reporting Persons). VFA is the general manager of Boston and Yorktown. Gillman
is the manager of VFA.
The principal business office address of Yorktown, Boston, VFA and Gillman is 15 E. 5th
Street, Suite 2660, Tulsa, Oklahoma 74103.
The principal business of Boston and Yorktown is business investment. The principal business of
VFA is investment management. The principal occupation of Gillman is managing various investment
entities.
None of the entities or persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor
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.
VFA, Boston and Yorktown are organized under the laws of the State of Oklahoma. Gillman is a U.S.
citizen.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of securities was the working capital of Yorktown and Boston.
The Reporting Persons have made no additional acquisitions of Common Stock since their last 13D
filing.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the
Common Stock were made in the ordinary course of business and were not made for the purpose of
acquiring control of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common
Stock, consistent with its investment purpose, each Reporting Person at any time and from time to
time may acquire additional Common Stock (subject to the Board Observer Agreement) or dispose of
any or all of its Common Stock depending upon
an ongoing evaluation of the investment in the Common
Stock, prevailing
market conditions, other investment opportunities, liquidity requirements of the Reporting Persons,
and/or other investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage in communications
with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more
members of the board of directors of the Issuer and/or one or more representatives of the Issuer
regarding the Issuer, including but not limited to its operations. The Reporting Persons may
discuss ideas that, if effected may result in any of the following: the acquisition by persons of
additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer,
and/or changes in the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons
has any plans or proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their position and/or change
their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
(a),(b) According to the Issuers latest Form 10-Q filing there were 10,625,000 shares of Common
Stock issued and outstanding as of June 30, 2008. Based on such information, after taking into
account the transactions described in Item 5(c) below, Boston directly owns 455,608 shares of
Common Stock (approximately 4%) and Yorktown directly owns 1,122,922 shares of Common Stock
(approximately 11%) of the Issuer. VFA, as general manager of Boston and Yorktown, and Gillman ,
as manager of VFA, may also be deemed to beneficially own the 1,578,530 shares of Common Stock
(approximately 15%) of the Issuer held by Boston and Yorktown.
As the manager of VFA, which serves as general manager of Boston and Yorktown, Gillman has sole
voting and investment power of the Common Stock held by Boston and Yorktown.
Although Gillman and VFA are joining in this Schedule as Reporting Persons, the filing of this
Schedule shall not be construed as an admission that any of them are, for any purpose, the
beneficial owner of any of the securities that are beneficially owned by Yorktown or Boston.
c) None.
(d)and(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
On October 13, 2008, the Issuer entered into a Board Observer Agreement (the Agreement) and a
related Confidentiality Agreement with VFA.
The Agreement provides for the role of a Board
Observer of VFA and sets forth standstill requirements applicable to VFA.
The Agreement results from the mutual discussions of the Issuer and VFA as to ways in which the
Issuer can receive advice and views of VFA about company matters. The Issuer is interested in such
advice and views as part of, among other things, the efforts to become profitable. The Issuers
Board of Directors, including the independent directors, unanimously approved of the Agreement.
The person currently designated as the Observer of VFA is Charles Gillman.
Pursuant to the Agreement, the Issuer has granted the right to VFA to have a non-voting Observer at
meetings of the Board of Directors of the Issuer. The Observer must be mutually acceptable to the
Issuer and VFA. The Observer receives no compensation. The Observer will receive the same
materials as the Board of Directors unless the materials pertain to VFA. The Board Observer role
ceases (a) 30 days after written notice by either party that the party in its sole discretion
chooses to terminate this role or (b) when and if VFA is no longer the beneficial owner of at least
75% of the total shares of Issuers common stock beneficially owned by VFA at the commencement of
the Agreement.
While the Agreement is in effect, VFA will not, and will cause its Advisory Clients and Affiliates
(as defined therein) not to, take various actions, including any of the following, unless approved
by a majority of the Board of Directors of the Issuer: (a) Acquire any voting securities of the
Issuer (except by stock dividend or transfers between Affiliates); (b) acquire assets of the Issuer
or its subsidiaries; (c) make any tender or exchange offer, or engage in a merger or other
business combination, involving the Issuer or any of its subsidiaries; (d) consummate any
restructuring or liquidation with respect to the Issuer or any of its Affiliates; (e) participate
in any proxy contest; (f) except for any existing group disclosed in a Schedule 13D or with any
future controlled Affiliates or Advisory Clients, participate in a group with respect to voting
securities of the Issuer; (g) disclose any other plan inconsistent with these restrictions; or (h)
subject any Issuer voting securities to any arrangement or agreement except those existing on the
date of the Agreement and shown in a Schedule 13D and except the grant of any irrevocable proxies
to the Issuers Board of Directors. VFA, its Advisory Clients and its Affiliates are to be present
at the meetings of the shareholders of the Issuer so that they can be counted as part of the
quorum.
The Agreement ceases to be in effect, therefore ending standstill requirements, on the earlier of:
One year after the right of VFA to an Observer is terminated or relinquished; or the 10th
anniversary of the Agreement.
The Confidentiality Agreement requires that information only be used for purposes of providing
comments to the Issuer, having an Observer at the Board meetings and considering the investment of
VFA and its Affiliates. The Confidentiality Agreement prohibits any trades in shares of the Issuer
or derivatives relating to the Issuers shares while VFA is aware of material, non-public
information about the Issuer.
Item 7. Material to be Filed as Exhibits
The Board Observer Agreement and the Confidential Agreement were filed as exhibits to the Issuers
Form 8-K filed with the Securities and Exchange Commission on October 15, 2008, both of which are
incorporated herein by reference.
Exhibit A Joint Filing Undertaking.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and correct.
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Dated: October 15, 2008 |
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YORKTOWN AVENUE CAPITAL, LLC |
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/s/
Charles M. Gillman |
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By: Charles M. Gillman, Manager
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BOSTON AVENUE CAPITAL, LLC |
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/s/
Charles M. Gillman |
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By: Charles M. Gillman, Manager
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VALUE FUND ADVISORS, LLC |
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/s/
Charles M. Gillman |
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By: Charles M. Gillman, Manager
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/s/
Charles M. Gillman |
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