<SEC-DOCUMENT>0001095811-01-505321.txt : 20011009
<SEC-HEADER>0001095811-01-505321.hdr.sgml : 20011009
ACCESSION NUMBER:		0001095811-01-505321
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20011001

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN VANGUARD CORP
		CENTRAL INDEX KEY:			0000005981
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE CHEMICALS [2870]
		IRS NUMBER:				952588080
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-19474
		FILM NUMBER:		1749469

	BUSINESS ADDRESS:	
		STREET 1:		4695 MACARTHUR COURT
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92660
		BUSINESS PHONE:		9492601200

	MAIL ADDRESS:	
		STREET 1:		4695 MACARTHUR COURT
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92660

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AEROCON INC
		DATE OF NAME CHANGE:	19720620

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WINTEMUTE GLENN A
		CENTRAL INDEX KEY:			0001156363
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		4695 MACARTHUR BLVD
		STREET 2:		STE 1250
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92660
		BUSINESS PHONE:		9492601200

	MAIL ADDRESS:	
		STREET 1:		4695 MACARTHUR BLVD
		STREET 2:		STE 1250
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92660
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>a75973a3sc13da.txt
<DESCRIPTION>AMENDMENT NO. 3 TO SCHEDULE 13D
<TEXT>
<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*


                          AMERICAN VANGUARD CORPORATION
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    030371108
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                               Glenn A. Wintemute
                      4695 MacArthur Boulevard, Suite 1250
                             Newport Beach, CA 92660
                                 (949) 260-1200
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                  June 28, 2001
--------------------------------------------------------------------------------
             (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 Sections 240.13d-1(e), 240.13d-1(f) or 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 Section 240.13d-7(b) 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).

                                  Page 1 of 6
<PAGE>   2

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
 1.      Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

         GLENN A. WINTEMUTE AND PATRICIA L. WINTEMUTE,
         CO-TRUSTEES OF THE WINTEMUTE LIVING TRUST U/T/A 5/24/01
--------------------------------------------------------------------------------
 2.      Check the Appropriate Box if a Member of a Group (See Instructions)
                                                                         (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
 3.      SEC Use Only


--------------------------------------------------------------------------------
 4.      Source of Funds (See Instructions)

         N/A
--------------------------------------------------------------------------------
 5.      Check if Disclosure of Legal Proceedings Is Required Pursuant
         to Items 2(d) or 2(e)                                               [ ]

--------------------------------------------------------------------------------
 6.      Citizenship or Place of Organization

         USA
--------------------------------------------------------------------------------
                              7.       Sole Voting Power

                                       362,050 SHARES OF COMMON STOCK*
       Number of            ----------------------------------------------------
         Shares               8.       Shared Voting Power
      Beneficially
       Owned by                        -0-
         Each               ----------------------------------------------------
       Reporting              9.       Sole Dispositive Power
        Person
         With                          362,050 SHARES OF COMMON STOCK*
                            ----------------------------------------------------
                             10.       Shared Dispositive Power

                                       -0-
--------------------------------------------------------------------------------
11.      Aggregate Amount Beneficially Owned by Each Reporting Person

         362,050 SHARES OF COMMON STOCK*
--------------------------------------------------------------------------------
12.      Check if the Aggregate Amount In Row (11)
         Excludes Certain Shares (See Instructions)                          [ ]

--------------------------------------------------------------------------------
13.      Percent of Class Represented By Amount In Row (11)

         12.6% OF SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
14.      Type of Reporting Person (See Instructions)

         OO
--------------------------------------------------------------------------------

*   Includes 13,443 shares of Common Stock held by Mr. Wintemute's minor child
    for whom he is a trustee. Also includes 2,210 shares of Common Stock
    currently held in the name of Glenn A. Wintemute, which is intended to be
    transferred to the Wintemute Living Trust u/t/a 5/24/01 for estate planning
    purposes.

                                  Page 2 of 6
<PAGE>   3

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
        Glenn A. Wintemute and Patricia L. Wintemute, Co-Trustees of the
Wintemute Living Trust u/t/a 5/24/01 (hereinafter sometimes referred to as the
"Reporting Persons"), hereby amend the report on Schedule 13D filed on or about
November 9, 1983 (the "Original Statement") (filed by Glenn A. Wintemute and
Herbert A. Kraft), the Amendment No. 1 to the Original Statement filed on or
about November 21, 1984 (the "First Amendment") (filed by Glenn A. Wintemute and
Herbert A. Kraft), and the Amendment No. 2 to the Original Statement filed on or
about May 24, 1985 (the "Second Amendment") (filed by Glenn A. Wintemute and
Herbert A. Kraft).

ITEM 1. SECURITY AND ISSUER.

        This statement on Schedule 13D (this "Statement") relates to the common
stock, $.10 par value per share (the "Common Stock"), of American Vanguard
Corporation (the "Company"). The Company's principal executive offices are
located at 4695 MacArthur Boulevard, Suite 1250, Newport Beach, California
92660.

ITEM 2. IDENTITY AND BACKGROUND.

        (a) Glenn A. Wintemute and Patricia L. Wintemute

        (b) Mr. Wintemute's business address is 4695 MacArthur Boulevard, Suite
            1250, Newport Beach, California 92660. Mrs. Wintemute is retired.

        (c) Mr. Wintemute is the Co-Chairman of the Board of Directors of the
            Company. Mrs. Wintemute is retired.

        (d) During the past five years, the Reporting Persons have not been
            convicted in a criminal proceeding (excluding traffic violations or
            similar misdemeanors).

        (e) During the past five years, the Reporting Persons have not been a
            party to a civil proceeding of a judicial or administrative body of
            competent jurisdiction as a result of which he or she 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.

        (f) Mr. and Mrs. Wintemute are citizens of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        This Statement relates to the disposition by Glenn A. Wintemute of
225,000 shares of Common Stock at $13.60 per share. Goldsmith & Harris
Incorporated acted as the selling agent on behalf of Mr. Wintemute to effect the
sale, and in exchange received $0.20 per share. The sale was made in connection
with the Prospectus dated June 14, 2001 and the Prospectus Supplement dated June
28, 2001 (collectively, the "Prospectus") related to the Company's Registration
Statement on Form S-3, Registration No. 333-62612 (the "Registration
Statement").


                                  Page 3 of 6
<PAGE>   4

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
        In addition, this Statement is intended to reconcile material
acquisitions and dispositions, if any, made by the Reporting Persons prior to
this Statement but subsequent to the Second Statement. After the Second
Amendment but prior to this Statement, the Reporting Persons have not made any
acquisitions of securities of the Company which, as a result of such
acquisition, resulted in a material increase of the Reporting Persons'
percentage beneficial ownership interest of the Common Stock of the Company.
After the Second Amendment but prior to this Statement, the Reporting Persons
made dispositions in the aggregate of approximately 405,519 shares of Common
Stock of the Company.

ITEM 4. PURPOSE OF THE TRANSACTION.

        Except as disclosed in this Statement, the Reporting Persons do have any
current plan or proposal that relates to or would result in matters described in
clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b):

<TABLE>
<CAPTION>
                           Number of      Percentage of      Number of       Number of       Number of       Number of
                             Shares          Shares         Shares with     Shares with     Shares with     Shares with
                          Beneficially    Beneficially      Sole Voting    Shared Voting   Sole Power of    Shared Power
  Reporting Person          Owned           Owned(1)           Power           Power        Disposition    of Disposition
  ----------------        ------------    -------------     -----------    -------------   -------------   --------------
<S>                       <C>             <C>               <C>            <C>             <C>             <C>
Glenn A. Wintemute          362,050          12.6%            362,050           -0-           362,050            -0-
and Patricia L.
Wintemute,
Co-Trustees of the
Wintemute Living
Trust u/t/a
5/24/01(2)
</TABLE>

-----------------
(1) Figures based on 2,870,274 shares of Common Stock outstanding.

(2) Figures include 13,433 shares of Common Stock held by Glenn A. Wintemute's
    minor child for whom is a trustee. Figures also include 2,210 shares of
    Common Stock currently held in the name of Glenn A. Wintemute, which is
    intended to be transferred to the Wintemute Living Trust u/t/a 5/24/01 for
    estate planning purposes.

                                  Page 4 of 6
<PAGE>   5

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
(c) On June 28, 2001, Glenn A. Wintemute sold 225,000 sold shares of Common
    Stock at $13.60 per share. Goldsmith & Harris Incorporated acted as the
    selling agent on behalf of the Reporting Persons to effect the sale, and in
    exchange received $0.20 per share. The sale was made in connection with the
    Prospectus related to the Registration Statement.

    On or about July 16, 2001, Glenn A. Wintemute sold 10,000 shares of Common
    Stock of the Company to Eric G .Wintemute, his son (who is also the
    President, CEO and a Director of the Board of Directors of the Company).

    On or about July 16, 2001 and July 25, 2001, Glenn A. Wintemute transferred
    an aggregate of 359,840 shares of Common Stock of the Company to the
    Wintemute Living Trust u/t/a 5/24/01 for estate planning purposes.

(d) None.

(e) Not applicable.

ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

        The Reporting Persons are not currently parties to any contract,
arrangement, understanding, or relationship with respect to any securities of
the Company.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

        Pursuant to Rule 13d-2(e), this Statement contains a restatement of the
text of the Original Statement, the First Amendment and the Second Amendment,
which are attached hereto as exhibits as follows:

     1. Original Statement

     2. First Amendment

     3. Second Amendment


                                  Page 5 of 6
<PAGE>   6
                                   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.


Dated: September 29, 2001                   /s/ GLENN A. WINTEMUTE
                                            ------------------------------------
                                                Glenn A. Wintemute
                                                CO-TRUSTEE OF THE WINTEMUTE
                                                LIVING TRUST U/T/A 5/24/01


                                            /s/ PATRICIA L. WINTEMUTE
                                            ------------------------------------
                                                Patricia L. Wintemute
                                                CO-TRUSTEE OF THE WINTEMUTE
                                                LIVING TRUST U/T/A 5/24/01


                                  Page 6 of 6
<PAGE>   7

                                 EXHIBIT INDEX
   Exhibit
     No.                  Description
  ---------              -------------------
     1.                   Original Statement

     2.                   First Amendment

     3.                   Second Amendment




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>a75973a3ex1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
<PAGE>   1

                                                                       EXHIBIT 1

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------

                               ORIGINAL STATEMENT

Item 1. Security and Issuer.

        This statement relates to the common stock, $.10 par value per share
(the "Common Stock"), of American Vanguard Corporation, a Delaware corporation
(the "Company"), whose principal executive offices are located at 4100 East
Washington Boulevard, Los Angeles, California 91504.

Item 2. Identity and Background.

        Two persons are jointly filing this statement: Herbert A. Kraft and
Glenn A. Wintemute (sometimes referred to herein as the "Reporting Persons").
Certain information with respect to each of them follows:

1. (a) Herbert A. Kraft.

   (b) The business address of Mr. Kraft is 4100 East Washington Boulevard, Los
       Angeles, California 90023.

   (c) The present principal occupation of Mr. Kraft is that of Chairman of the
       Board and President of the Company. Mr. Kraft is also a director and 7.0%
       stockholder of the Company.

   (d) During the last five years and prior thereto, Mr. Kraft has not been
       convicted in a criminal proceeding (excluding traffic violations or
       similar misdemeanors).

   (e) During the last five years and prior thereto, Mr. Kraft has not been a
       party to a civil proceeding of a judicial or administrative body of
       competent jurisdiction which resulted in his becoming 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.

   (f) Mr. Kraft is a citizen of the United States of America.

2. (a) Glenn A. Wintemute.

   (b) The business address of Mr. Wintemute is 4100 East Washington Boulevard,
       Los Angeles, California 90023.

   (c) The present principal occupation of Mr. Wintemute is that of President of
       Amvac Chemical Corporation, a wholly-owned subsidiary of the Company.
       Mr. Wintemute is also a director, vice president and 18.1% stockholder of
       the Company.


                                  Page 1 of 4

<PAGE>   2

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
   (d) During the last five years and prior thereto, Mr. Wintemute has not been
       convicted in a criminal proceeding (excluding traffic violations or
       similar misdemeanors).

   (e) During the last five years and prior thereto, Mr. Wintemute has not been
       a party to a civil proceeding of a judicial or administrative body of
       competent jurisdiction which resulted in his becoming 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.

   (f) Mr. Wintemute is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

        The securities giving rise to the filing of this Schedule 13D were
previously acquired or received by the Reporting Persons from time to time for
investment purposes. Both of the Reporting Persons acquired their respective
shares of Common Stock of the Company in connection with stock reorganization
transactions in which formerly unaffiliated companies became subsidiaries of the
Company. Mr. Kraft received his shares in connection with the January 1969
reorganization whereby Captive Air and Manufacturers Mirror & Glass Co., Inc.,
became wholly-owned subsidiaries of the Company. Mr. Wintemute received his
shares in connection with the October 1971 reorganization whereby AMVAC Chemical
Corporation (formerly Duram Chemical Corporation) became a wholly-owned
subsidiary of the Company. Both Messrs. Kraft and Wintemute had previously
acquired their shares of the formerly unaffiliated companies for cash. Neither
of the Reporting Persons has previously filed either a Schedule 13D or a
Schedule 13G.

        With respect to the potential acquisitions described in Item 4, Messrs.
Kraft and Wintemute intend to use personal funds. Although no final decision has
been made as to the method of obtaining such funds, it is anticipated that
Messrs. Kraft and Wintemute will borrow the necessary funds from a commercial
bank.

Item 4. Purpose of Transaction.

        At the time of the acquisition of shares of the Common Stock by the
Reporting Persons there were no plans or proposals by or between the Reporting
Persons which would relate to or result in matters described in clauses (b)
through (j) of Item 4 of Schedule 13D.

        The Reporting Persons are both directors and executive officers of the
Company. At present, Messrs. Kraft and Wintemute beneficially own 7.0% and 18.1%
of the shares of Common Stock outstanding. They have decided to attempt to
acquire sufficient additional shares so that they will each individually own the
same number of shares and collectively they will own more than 50% of the issued
and outstanding shares of the Common Stock of the Company. Initially they
intend, to the extent permitted by law, to approach a small number of major
holders of shares and effect private purchases. They are also considering a
public tender to all existing stockholders of the Company. There are no other
plans or proposals described in the instructions to Item 4 by or between the
Reporting Persons. If successful in acquiring more than 50% of the issued and
outstanding securities, the Reporting Persons do not intend to materially change
the Company's management, present capitalization or dividend policy, the charter
documents or the Company's business or corporate structure.


                                  Page 2 of 4

<PAGE>   3

CUSIP No. 030371108               SCHEDULE 13D


Item 5. Interest of Securities of the Issuer.

        The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:

<TABLE>
<CAPTION>
                                          Percentage of
                       Total Number        Outstanding       Number of       Number of       Number of        Number of
                        of Shares            Shares         Shares Sole    Shares Shared    Shares Sole     Shares Shared
                       Beneficially       Beneficially       Power to        Power to        Power of         Power of
Name                      Owned              Owned             Vote            Vote         Disposition      Disposition
----                   ------------       -------------     -----------    -------------    -----------      -----------
<S>                    <C>                <C>               <C>            <C>              <C>              <C>
Herbert A. Kraft          121,909(1)           7.0%           121,909           -0-           121,909            -0-
Glenn A. Wintemute        316,521(2)          18.1%           316,521           -0-           316,521            -0-
                          -------             ----            -------           ---           -------            ---
            Totals        438,430             25.1%           438,430           -0-           438,430            -0-
                          =======             ====            =======           ===           =======            ===
</TABLE>

        With the exception of the transaction referred to in Footnote (2) to the
foregoing table, neither of the Reporting Persons has effected a trade in the
Company's Common Stock within the sixty days prior to October 28, 1983.


-------------
(1) On September 28, 1979, Herbert A. Kraft acquired four separate options to
    purchase 79,879 shares currently held by four persons. The 79,879 shares
    subject to these options are not included in the 121,909 shares shown above
    as owned by Mr. Kraft. The right to exercise this option is dependent upon
    the prior disposition of shares of the Company by certain other shareholders
    or upon a public trading price exceeding $2.40 per share of Common Stock for
    a stated period of time. At November 1, 1983, the quoted public trading
    price of a share of Common Stock was $.50; however, there has been no
    trading in such shares for over three years.

(2) Does not include 62,545 shares to be returned to Mr. Wintemute in
    cancellation of a promissory note previously given to Mr. Wintemute by the
    stockholder as consideration for such shares.


                                  Page 3 of 4

<PAGE>   4

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        the Securities of the Issuer.

        Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.

Item 7. Material to Be Filed as Exhibits.

        Inapplicable.


                                   SIGNATURES

        After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this statement with respect to such signatory is true, complete and correct.

               Name                                Date of Execution
               ----                                -----------------

  /s/    HERBERT A. KRAFT                          November 4, 1983
----------------------------------
         Herbert A. Kraft


  /s/   GLENN A. WINTEMUTE                         November 4, 1983
----------------------------------
        Glenn A. Wintemute


                                  Page 4 of 4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>a75973a3ex2.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>
<PAGE>   1

                                                                       EXHIBIT 2

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------

                                 FIRST AMENDMENT

Item 1. Security and Issuer.

        This Amendment No. 1 relates to the common stock, $.10 par value per
share (the "Common Stock"), of American Vanguard Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
4100 East Washington Boulevard, Los Angeles, California 90023. The original
Schedule 13D, which is being amended hereby, was filed with the Securities and
Exchange Commission by Glenn A. Wintemute and Herbert A. Kraft on November 4,
1983 (the "November, 1983 Filing"). This Amendment was necessitated by the
transactions described in the second paragraph of Item 4 below.

Item 2. Identity and Background.

        Two persons are jointly filing this Amendment No. 1: Herbert A. Kraft
and Glenn A. Wintemute (sometimes referred to herein as the "Reporting
Persons"). Reference is made to the background information of the Reporting
Persons set forth under Item 2 of the November, 1983 Filing which information is
incorporated herein by this reference.

Item 3. Source and Amount of Funds or Other Consideration.

        In addition to the 746,555 shares of Common Stock acquired on November
8, 1984 (see Item 4 below for description of this transaction), certain
information with respect to shares previously owned by the Reporting Persons, is
set forth in Item 3 of the November, 1983 Filing which information is
incorporated herein by this reference.

        The 746,555 shares described in Item 4 were acquired pursuant to 3-year
promissory notes delivered to each Selling Stockholder providing for semi-annual
payments of interest; such payments are secured by a pledge of the shares of
Common Stock so acquired. No down payment was required by the Stock Purchase
Agreements, and no decision has been made by the Reporting Persons as to the
method of obtaining funds necessary to make the installment payments called for
under the promissory notes.

Item 4. Purpose of Transaction.

        At the time of the acquisition of shares of the Common Stock by the
Reporting Persons described in the November, 1983 Filing and in the next
paragraph, there were and are no plans or proposals by or between the Reporting
Persons which would relate to or result in matters described in clauses (b)
through (j) of Item 4 of Schedule 13D.


                                  Page 1 of 3

<PAGE>   2

CUSIP No. 030371108               SCHEDULE 13D


        The Reporting Persons are both directors and executive officers of the
Company. On November 8, 1984, the Reporting Persons acquired 746,555 shares of
the Common Stock from 31 stockholders. Attached as Exhibit 1 hereto is a copy of
the form of Stock Purchase Agreement (together with the promissory note and
pledge agreement) used in each of the 31 purchase and sale transactions.
Attached as Exhibit 2 is a list of the names of each of the stockholders from
whom the shares of the Common Stock were acquired, the number of shares acquired
from each and the price per share paid to such selling stockholders by the
Reporting Persons.

        The Reporting Persons do not intend to materially change the Company's
management, present capitalization or dividend policy, the charter documents or
the Company's business or corporate structure.

Item 5. Interest of Securities of the Issuer.

        The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:

<TABLE>
<CAPTION>
                                          Percentage of
                       Total Number        Outstanding       Number of       Number of       Number of        Number of
                        of Shares            Shares         Shares Sole    Shares Shared    Shares Sole     Shares Shared
                       Beneficially       Beneficially       Power to        Power to        Power of         Power of
Name                      Owned              Owned             Vote            Vote         Disposition      Disposition
----                   ------------       -------------     -----------    -------------    -----------      -----------
<S>                    <C>                <C>               <C>            <C>              <C>              <C>
Herbert A. Kraft         868,464(1)          49.76%           121,909         746,555         121,909          746,555
Glenn A. Wintemute     1,125,621(1)          64.50%           379,066         746,555         379,066          746,555
                       ---------            ------            -------         -------         -------          -------
  Totals               1,931,540            110.68%           500,975         746,555         500,975          746,555
                       =========            ======            =======         =======         =======          =======
</TABLE>

        With the exception of the transaction referred to in Footnote (2) to the
foregoing table, neither of the Reporting Persons has effected a trade in the
Company's Common Stock within the sixty days prior to November 8, 1984.


-----------------
(1) Includes 746,555 shares, acquired jointly by the Reporting Persons on
    November 8, 1984. See description of this acquisition contained in Item 4
    hereof


                                  Page 2 of 3

<PAGE>   3

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        the Securities of the Issuer.

        Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.

Item 7. Material to Be Filed as Exhibits.

        Form of Stock Purchase Agreement     Exhibit 1

        Selling Stockholder Information      Exhibit 2


                                   SIGNATURES

        After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this Amendment No. 1 with respect to such signatory is true, complete and
correct.

                  Name                                Date of Execution
                  ----                                -----------------

     /s/  GLENN A. WINTEMUTE                          November 16, 1984
--------------------------------------
          Glenn A. Wintemute


    /s/   HERBERT A. KRAFT                            November 16, 1984
--------------------------------------
          Herbert A. Kraft


                                  Page 3 of 3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>a75973a3ex3.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
<PAGE>   1

                                                                       EXHIBIT 3

CUSIP No. 030371108                                 SCHEDULE 13D

--------------------------------------------------------------------------------

                                SECOND AMENDMENT

Item 1. Security and Issuer.

        This Amendment No. 2 relates to the common stock, $.10 par value per
share (the "Common Stock"), of American Vanguard Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
4100 East Washington Boulevard, Los Angeles, California 91504. An original
Schedule 13D was filed by Glenn A. Wintemute and Herbert A. Kraft on November 4,
1983 (the "1983 Filing"). An Amendment No. 1 to the 1983 Filing was filed
November 19, 1984 (the "1984 Filing").

Item 2. Identity and Background.

        Two persons are jointly filing this statement: Herbert A. Kraft and
Glenn A. Wintemute (sometimes referred to herein as the "Reporting Persons").
Reference is made to the discussion set forth under Item 2 of the 1983 filing,
which information is incorporated herein by this reference.

Item 3. Source and Amount of Funds or Other Consideration.

        Certain information with respect to the shares previously owned by the
Reporting Persons, is set forth in Item 3 of the 1983 filing and Item 3 of the
1984 filing, which information is incorporated herein by this reference.

        On May 10, 1985 the Reporting Persons acquired 55,449 shares of the
Common Stock of the Company. These shares were acquired pursuant to a three-year
promissory notes delivered to each selling stockholder providing for semi-annual
payments of interest; such payments are secured by a pledge of the shares of
Common Stock so acquired. No down payment was required by the Stock Purchase
Agreements, and no decision has been made by the Reporting Persons as to the
method of obtaining funds necessary to make the installment payments called for
under the promissory note.

        The above-referenced purchase is evidenced by a Stock Purchase Agreement
identical in form to that attached as Exhibit 1 to the 1983 filing. That Exhibit
1 to the 1983 filing is hereby incorporated herein by this reference.


                                  Page 1 of 3

<PAGE>   2

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.

        At the time of the acquisition of shares of the Common Stock by the
Reporting Persons described in the 1983 filing, the 1984 filing, and in the
previous Item 3, there were and are no plans or proposals by or between the
Reporting Persons which would relate to or result in matters described in
clauses (b) through (j) of Item 4 of Schedule 13D.

        The Reporting Persons are both directors and executive officers of the
Company.

        The Reporting Persons do not intend to materially change the Company's
management, present capitalization or dividend policy, the charter documents or
the Company's business or corporate structure.

        The purpose of the purchase by the Reporting Persons of the Common Stock
of the Company is to obtain control of the Company.

Item 5. Interest of Securities of the Issuer.

        The following information is furnished with respect to the Common Stock
of the Company beneficially owned by each of the Reporting Persons:

<TABLE>
<CAPTION>
                                          Percentage of
                         Total Number      Outstanding       Number of       Number of       Number of        Number of
                          of Shares          Shares         Shares Sole    Shares Shared    Shares Sole     Shares Shared
                         Beneficially     Beneficially       Power to        Power to        Power of         Power of
Name                        Owned            Owned             Vote            Vote         Disposition      Disposition
----                     ------------     -------------     -----------    -------------    -----------      -----------
<S>                      <C>              <C>               <C>            <C>              <C>              <C>
Herbert A. Kraft           923,913(1)       52.94%             121,909        802,004          121,909         802,004
Glenn A. Wintemute       1,118,525(1)       64.09%             316,521        802,004          316,521         802,004
</TABLE>

        With the exception of the transaction referred to in this Schedule 13D,
neither of the Reporting Persons has effected a trade in the Company's Common
Stock within the 60 days prior to May 10, 1985.


-----------------
(1) These figures include 802,004 shares of the Company which were acquired
    jointly by the Reporting Persons on two separate occasions. The first
    purchase occurred on November 8, 1984 and the second on May 10, 1985 (see
    descriptions of these acquisitions in Items 3 and 4 of this Schedule 13D and
    Items 3 and 4 of the 1984 filing). In each instance, the purchase was made
    pursuant to a joint venture agreement between Messrs. Kraft and Wintemute.


                                  Page 2 of 3

<PAGE>   3

CUSIP No. 030371108               SCHEDULE 13D

--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        the Securities of the Issuer.

        Messrs. Kraft and Wintemute have agreed to share all expenses associated
with acquiring shares of Common Stock of the Company. There are no other
contracts, arrangements, understandings, or relationships (legal or otherwise)
between the Reporting Persons or between such persons and any other person with
respect to any securities of the Company.

Item 7. Material to Be Filed as Exhibits.

        Not applicable.

                                   SIGNATURES

        After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned each certify that the information set forth in
this Amendment No. 2 with respect to such signatory is true, complete and
correct.

               Name                                 Date of Execution
               ----                                 -----------------

   /s/  GLENN A. WINTEMUTE                             May 17, 1985
----------------------------------
        Glenn A. Wintemute


   /s/  HERBERT A. KRAFT                               May 17, 1985
----------------------------------
        Herbert A. Kraft


                                  Page 3 of 3

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