CUSIP No.
810202101
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1
of 9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Scott’s
Liquid Gold-Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
810202101
(CUSIP Number)
Summers Value Fund LP
Attn: Andrew Summers
299 Milwaukee Street, Suite 326
Denver, CO 80206
With a copy to:
Amy Taylor Wilson
Bryan Cave Leighton Paisner LLP
1201 West Peachtree Street, N.W.,
14th Floor
Atlanta, GA 30309
Tel: (404)572-6926
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January 28, 2019
(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), (f) or (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 § 240.13d-7 for other parties
to whom copies are to be sent.
* 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
).
CUSIP No.
810202101
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Summers Value Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
746,064
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
746,064
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,064
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No.
810202101
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Summers Value Partners GP 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)
þ
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
746,064
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
746,064
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,064
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
810202101
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Summers Value Partners 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)
þ
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
746,064
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
746,064
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,064
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
810202101
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Andrew Summers
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
746,064
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
746,064
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
746,064
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
810202101
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SCHEDULE 13D
Reference is hereby
made to the statement on Schedule 13D filed with the Securities and Exchange Commission on November 14, 2018 (as amended from time
to time, the “
Schedule 13D
”) filed by Summers Value Fund LP (“
Summers Value Fund
”), Summers
Value Partners GP LLC, Summer Value Partners LLC and Andrew Summers (“
Mr. Summers
” and collectively with Summers
Value Fund, Summers Value Partners GP LLC and Summer Value Partners LLC the “
Reporting Persons
”) with respect
to the Common Stock, par value $0.10 per share (the “
Common Stock
”), of Scott’s Liquid Gold–Inc.,
a Colorado corporation (the “
Corporation
”). Capitalized terms not otherwise defined herein are used as defined
in the Schedule 13D. This Amendment No. 1 amends the Schedule 13D to supplement the Schedule 13D as follows:
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The
aggregate purchase price of the 746,064 shares of Common Stock beneficially owned by the Reporting Persons is approximately
$1,504,617, not including brokerage commissions, which was funded with partnership funds of Summers Value Fund LP. No part of
the purchase price represents borrowed funds.
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Item
4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On January 28, 2019,
Summers Value Fund delivered a letter to the Corporation’s Corporate Secretary, a copy of which is attached as
Exhibit
99.1
and is incorporated herein by reference (the “
Nomination Letter
”). The Reporting Persons believe that
the Common Stock of the Corporation is dramatically undervalued on an absolute basis and relative to industry peers, trading at
three times current year EV/EBITDA with a pristine balance sheet, strong free cash flow generation and an attractive portfolio
of beauty and skin care products. Significant opportunities exist to create value for the benefit of all stockholders based on
actions within the control of management and the board of directors (the “
Board
”) of the Corporation. As one
of the only industry participants with a completely un-levered balance sheet, capital deployment—including share repurchases
and dividends in addition to bolt-on product acquisitions—could be utilized to create meaningful stockholder value over the
long run. In the Nomination Letter, Summers Value Fund expresses its belief that Mr. Summers’ experience, background and
financial acumen will allow Mr. Summers to bring valuable expertise to the Board.
To that end, the Nomination
Letter provides written notice of the Reporting Persons’ intent to nominate Mr. Summers (the “
Nominee
”)
for election to the Board at the Corporation’s 2019 annual meeting of stockholders. The Reporting Persons believe that the
Nominee is a highly qualified candidate with substantial relevant experience who can effectively represent stockholders in the
assessment, oversight and execution of initiatives that can maximize stockholder returns.
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Biographical information
relating to the Nominee is set forth below.
Andrew
Summers
is currently the sole managing member of Summers Value Partners GP LLC and Summers Value Partners LLC.
Summers Value Fund LP makes investments across the global health care sector, including animal health and consumer health
companies, with a focus on small and micro-cap stocks. Mr. Summers started his investment career in 1998 at INVESCO Funds
Group where he became the Co-Portfolio Manager of a $3.5 billion health care fund. He founded Silvergate Capital Management
LLC in 2004 where he managed a health care hedge fund. Mr. Summers grew Silvergate to over $100 million in assets under
management while compounding capital at 12.3% per year, net of fees, over three years. Mr. Summers joined Janus Henderson
Investors in 2008 and spent the following decade investing across the global health care sector with $75 billion in assets.
In 2014, Mr. Summers also served as an observer on the board of directors of Diplomat Pharmacy Inc. (NYSE: DPLO), which is
now a $1 billion market cap publicly traded company. Mr. Summers graduated with a degree in business administration from the
University of Wisconsin-Whitewater and a master’s degree in finance from the University of Wisconsin-Madison. Mr.
Summers is certified as a Chartered Financial Analyst (CFA).
The Reporting Persons
have engaged, and intend to continue to engage, in communications with the Corporation’s management team and Board regarding
means to enhance stockholder value.
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Item
5.
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Interest in Securities of the Issuer.
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Items 5(a) and (c)
are hereby amended and restated in their entirety to read as follows:
(a) As of the date
of this filing, the Reporting Persons beneficially own 746,064 shares (the “
Shares
”), or approximately 6.01%,
of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-Q filed by the Corporation
for the fiscal quarter ended September 30, 2018, which reported that 12,408,177 shares of Common Stock were outstanding as of November
12, 2018).
(c) Except as set
forth on
Schedule 1
hereto, no transactions in the Common Stock were effected during the past 60 days by the Reporting
Persons.
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Item
6.
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Contracts, Arrangements, Understandings or Relationship
With Respect to Securities of the Issuer.
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Item 6 is hereby amended to add the following:
On January 28, 2019, Summers Value Fund
and Mr. Summers entered into an Indemnification Agreement, which is attached hereto as
Exhibit 99.2
.
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Item
7.
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Materials to be Filed as Exhibits.
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Item 7 is hereby amended to add the following exhibits:
Exhibit 99.1
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Letter to Scott’s
Liquid Gold–Inc. Corporate Secretary
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Exhibit 99.2
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Indemnification Agreement
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810202101
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Signature
After reasonable inquiry and to the best of
my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: January 31, 2019
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SUMMERS VALUE FUND LP
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By: Summers Value Partners GP LLC,
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Its General Partner
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By:
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/s/ Andrew Summers
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Name: Andrew Summers
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Its: Managing Member
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SUMMERS VALUE PARTNERS GP LLC
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By:
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/s/ Andrew Summers
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Name: Andrew Summers
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Its: Managing Member
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SUMMERS VALUE PARTNERS LLC
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By:
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/s/ Andrew Summers
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Name: Andrew Summers
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Its: Managing Member
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/s/ Andrew Summers
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Andrew Summers
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CUSIP No.
810202101
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SCHEDULE
1
Shares Acquired or Sold by the Reporting Persons in the Last
60 Days or Since Their Most Recent Schedule 13D Filing:
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1.
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Summers Value Fund LP
(1)
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Trade Date
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Nature of Transaction
(Purchase/Sale)
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Number of
Shares
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Price Per
Share
(2)
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11/19/2018
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Purchase
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1,800
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$2.42
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11/21/2018
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Purchase
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2,300
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$2.40
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11/23/2018
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Purchase
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600
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$2.39
(3)
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11/26/2018
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Purchase
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4,300
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$2.38
(4)
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11/28/2018
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Purchase
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2,500
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$2.38
(5)
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12/10/2018
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Purchase
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1,560
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$2.40
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1/9/2019
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Purchase
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1,600
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$2.50
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1/11/2019
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Purchase
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6,500
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$2.50
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1/15/2019
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Purchase
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400
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$2.50
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(1) Not
including any brokerage fees.
(2) For
those purchases indicated with footnotes (3)-(5), the price per share reported is a weighted average price. For those purchases
without a footnote, the price per share reported is the exact purchase price of all shares acquired on such date. The Reporting
Persons undertake to provide to the Corporation, any security holder of the Corporation or the staff of the Securities and Exchange
Commission, upon request, further information regarding the number of shares purchased at each separate price within the ranges
set forth in footnotes (3)-(5) to this Schedule 13D.
(3) These
shares were purchased at prices ranging from $2.39-$2.40.
(4) These
shares were purchased at prices ranging from $2.30-$2.40.
(5) These
shares were purchased at prices ranging from $2.29-$2.40.
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2.
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Summers Value Partners GP LLC
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None.
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3.
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Summers Value Partners LLC
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None.
None.