UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
AMERICAN LOCKER GROUP INCORPORATED
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
027284108
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(CUSIP Number)
Santa Monica Partners, LP
1865 PALMER AVENUE
LARCHMONT, NEW YORK 10538
(914)833-0875
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 2014
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 240.13d-1(e), Rule 240.13d-1(f) or
Rule 240.13d-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 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. 027284108 13D/A
_______________________________________________________________________
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)[_]
(b)[X]
_______________________________________________________________________
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
_______________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
116,505 (See Item 5)
_______________________________________________________________________
8 SHARED VOTING POWER
None
_______________________________________________________________________
9 SOLE DISPOSITIVE POWER
116,505 (See Item 5)
______________________________________________________________________
CUSIP No. 027284108 13D/A
10 SHARED DISPOSITIVE POWER
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,505 (See Item 5)
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
_______________________________________________________________________
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) [_]
(b) [X]
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
AF
CUSIP No. 027284108 13D/A
_______________________________________________________________________
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
_______________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
116,505 (See Item 5)
_______________________________________________________________________
8 SHARED VOTING POWER
None
_______________________________________________________________________
9 SOLE DISPOSITIVE POWER
116,505 (See Item 5)
_______________________________________________________________________
10 SHARED DISPOSITIVE POWER
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,505 (See Item 5)
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
CUSIP No. 027284108 13D/A
_______________________________________________________________________
14 TYPE OF REPORTING PERSON
OO (LLC)
_______________________________________________________________________
_______________________________________________________________________
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) [_]
(b) [X]
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS
AF
_______________________________________________________________________
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
_______________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
311,958 (See Item 5)
_______________________________________________________________________
8 SHARED VOTING POWER
None
_______________________________________________________________________
9 SOLE DISPOSITIVE POWER
CUSIP No. 027284108 13D/A
311,958 (See Item 5)
_______________________________________________________________________
10 SHARED DISPOSITIVE POWER
None
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,958 (See Item 5)
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3% (See Item 5)
_______________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
_______________________________________________________________________
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 2701 Regent Blvd., Suite 200 DFW Airport, TX 75261.
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 on behalf of: (i) Santa Monica Partners, L.P., a New York
limited partnership ("Santa Monica Partners"); (ii) SMP Asset Management
LLC, a Delaware limited liability company and the general partner of
Santa Monica Partners ("SMP Asset Management") and (iii) Lawrence J.
Goldstein, the president and sole owner of SMP Asset Management and
as an individual.
(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 principal
CUSIP No. 027284108 13D/A
business address of Santa Monica Partners, SMP Asset Management and
Mr. Goldstein (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 funds for purchases of all Shares owned beneficially
directly by Santa Monica Partners and indirectly by SMP Asset Management
and Mr. Goldstein was the working capital of Santa Monica Partners. The
source of funds for purchase of all Shares held by Mr. Goldstein personally
were his personal funds.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired Shares for investment purposes
and intend to review on a continuing basis their investments in the
Issuer. Depending upon their evaluation of the Issuer's business and
prospects and upon future developments, the Reporting Persons may
continue to hold Shares as an investment or may determine to increase,
decrease or dispose of their holdings of Shares.
(a) On August 12, 2014, Mr. Goldstein acquired 9,000 shares of Series D
Preferred Stock, $1.00 par value per share, of the Issuer (the "Series D
Shares"). The Series D Shares become convertible into 45,000 Shares on
December 8, 2014. The Shares issuable upon conversion of the Series D Shares
are reflected in this amendment as being beneficially owned by Mr. Goldstein.
In addition, in connection with his purchase of the Series D Preferred
Stock, Mr. Goldstein was granted the right to purchase an additional
43,200 shares of Common Stock held by the Company as treasury shares
("Treasury Shares") for a purchase price of $0.01 per share. Mr. Goldstein
may exercise this purchase right when he elects to convert his shares of
Series D Preferred Stock into shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, (i) Santa Monica Partners
beneficially owns directly 116,505 Shares, constituting 6.9% of the
outstanding Shares; (ii) SMP Asset Management beneficially owns indirectly
such 116,505 Shares, constituting 6.9% of the outstanding Shares; and
(iii) Mr. Goldstein beneficially owns an aggregate of 311,958 Shares,
constituting 17.3% of the outstanding Shares. Mr. Goldstein's ownership
consists of (A) 116,505 Shares held by Santa Monica Partners, (B) 82,000
Shares that he holds personally, (C) 25,253 Shares that he has the right
to acquire upon conversion of the Series C Shares, (D) 45,000 Shares that
he has the right to acquire upon conversion of the Series D Shares and
(E) 43,200 Treasury Shares that he has the right to acquire following the
conversion of the Series D Shares.
All calculations have been made in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934, as amended, and are based on 1,687,319
shares of Common Stock outstanding (as reported by the Company in its
Quarterly Report on Form 10-Q for the quarter ended June 30 2014, filed
with the SEC on August 25, 2014), plus, in calculating Mr. Goldstein's
percentage ownership, (x) 25,253 Shares that he has the right to acquire
upon conversion of the Series C Shares, (y) 45,000 Shares that he has the
right to acquire upon conversion of the Series D Shares and (z) 43,200
Treasury Shares that he has the right to acquire following the conversion
of the Series D Shares.
(b) Santa Monica Partners, SMP Asset Management and Mr. Goldstein have
sole power to vote and direct the vote of, and to dispose of or direct
the disposition of, all Shares held by Santa Monica Partners. Mr.
Goldstein has the sole power to dispose of or direct the disposition of
shares held by him personally.
CUSIP No. 027284108 13D/A
(c) Transactions in the class of securities reported on that were effected
during the past sixty days or since the most recent filing of Schedule 13D,
whichever is less, by the persons names in response to paragraph (a):
None since last filing
(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 set forth above and 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.
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: October 9, 2014
SANTA MONICA PARTNERS, L.P.
By: SMP ASSET MANAGEMENT LLC
By: /s/LAWRENCE J. GOLDSTEIN
---------------------------------
Lawrence J. Goldstein, President
SMP ASSET MANAGEMENT LLC
By: /s/LAWRENCE J. GOLDSTEIN
---------------------------------
Lawrence J. Goldstein, President
/s/LAWRENCE J. GOLDSTEIN
---------------------------------
Lawrence J. Goldstein