SC 13D 1 amlocker_no8-13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D-A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8) AMERICAN LOCKER GROUP INCORPORATED ----------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE ----------------------------------------------------------------------- (Title of Class of Securities) 027284108 ----------------------------------------------------------------------- (CUSIP Number) Santa Monica Partners, LP 1865 PALMER AVENUE LARCHMONT, NEW YORK 10538 (914) 833-0875 ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 2010 ----------------------------------------------------------------------- (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 13d-1(e), 13d-1(f) or 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 13d-7 for other parties to whom copies are to be sent. 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 132,578 _______________________________________________________________________ 8 SHARED VOTING POWER None _______________________________________________________________________ 9 SOLE DISPOSITIVE POWER 132,578 _______________________________________________________________________ CUSIP No. 027284108 13D/A 10 SHARED DISPOSITIVE POWER None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,578 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% _______________________________________________________________________ 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 132,578 _______________________________________________________________________ 8 SHARED VOTING POWER None _______________________________________________________________________ 9 SOLE DISPOSITIVE POWER 132,578 _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,578 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 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 132,528 _______________________________________________________________________ 8 SHARED VOTING POWER None _______________________________________________________________________ 9 SOLE DISPOSITIVE POWER 177,528 _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 177,528 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON IN _______________________________________________________________________ CUSIP No. 027284108 13D/A Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to the common stock with $1.00 par value ("Shares") of American Locker Group Incorporated (the "Issuer"). The principal offices of the Issuer are located at 815 South Main Stret, Grapevine, TX 76051. 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 a principal of Humonica Asset Management, LLC, A Delaware limited liability company and a registered investment adviser ("Humonica"). (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 and the client accounts of Humonica (the "Client Accounts"). The principal 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 the Client Accounts was, to the best knowledge of the Reporting Persons, the personal funds and working capital of such clients. Such working capital and personal funds may at any given time include margin loans made by brokerage firms in the ordinary course of business. The beneficial ownership of such Shares is disclaimed by SMP Asset Management and Mr. Goldstein. 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. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Statement, of the 1,589,015 Shares reported by the Issuer to be issued and outstanding, as of February 10, 2010 in its Form 10-Q filed with the SEC on February 12, 2010 (the "Outstanding Shares"): (i) Santa Monica Partners beneficially owns directly 132,578 Shares, constituting 8.3% of the Outstanding Shares; (ii) SMP Asset Management beneficially owns indirectly such 132,578 Shares; and (iii) Mr. Goldstein beneficially owns indirectly an aggregate of 177,523 Shares, constituting 11.2% of the Outstanding Shares, consisting of 132,578 Shares owned by Santa Monica Partners and 44,950 Shares held by the Client Accounts, constituting 2.8% of the Outstanding Shares. The beneficial ownership of such Shares is disclaimed by SMP Asset Management and Mr. Goldstein. (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. The holders of the Client Accounts of Humonica have the sole power to vote and direct the vote of all Shares held by them. Mr. Goldstein has the sole power to dispose of or direct the disposition of all Shares held by the Client Accounts. (c) Since the most recent previous filing of this Statement, the Client Accounts of Humonica, consisting of 44,950 Shares, have been transferred to Humonica on various dates without consideration. CUSIP No. 027284108 13D/A (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: March 15, 2010 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