United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
Rocky Shoes & Boots, Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
774830103
(CUSIP Number)
Thomas G. Berlin
37500 Eagle Road
Willoughby Hills, OH 44094
(440) 951-2655
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 24, 2002
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to
report this acquisition which 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: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 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.
This 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).
1 Name of Reporting Person Thomas G. Berlin
2 If a member of a group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF, PF
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization United States
Number of Shares
7 Sole Voting 9,250
Beneficially Owned
By Each Reporting
Person With
8 Shared Voting 259,139
9 Sole Dispositive 9,250
10 Shared Dispositive 259,139
11 Aggregate Amount Beneficially owned 268,389
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 5.97%
14 Type of Reporting Person IA, IN, OO
There are no changes to the Schedule 13D, except by Amendment #2
as follows:
Item 1. Security and Issuer.
The name of the issuer is Rocky Shoes & Boots, Inc. an Ohio
Corporation (the "Issuer"), which has its principal executive offices
at 39 East Canal Street, Nelsonville, OH 45764 (phone [740]) 753-1951).
The title of the securities to which this Statement relates is the
Issuer's Common Shares, no par value (the "Shares").
Item 2. Identity and Background.
(a) The name of the Reporting Person is Thomas G. Berlin.
(b) The Reporting Person's residence address is 37500 Eagle Road,
Willoughby Hills, OH 44094.
(c) The Reporting Person's principal occupation is investment
adviser. The principal business where such employment is conducted
is Berlin Financial Ltd. The address of Berlin Financial Ltd. is
23811 Chagrin Blvd., Suite 275, Beachwood, OH 4122.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has he been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he 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 of such laws.
(f) Citizenship United States
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased and sold the Capital Shares (as
defined in Item 5) in his capacity as the General Partner of
Berlin Capital Growth, L.P. The purchase and sale of the
Capital Shares was made by the Reporting Person on behalf of
Berlin Capital Growth, L.P. in the Reporting Person's capacity
as the General Partner of Berlin Capital Growth, L.P. and with
funds provided by Berlin Capital Growth, L.P.
The Reporting Person purchased the Cover Shares (as defined in
Item 5) in his capacity as an Investment Adviser of the Jack Cover
IRA. The purchase of the Cover Shares was made by the Reporting
Person on behalf of the Jack Cover IRA in the Reporting Person's
capacity as an Investment Adviser of the Jack Cover IRA and with
funds provided by the Jack Cover IRA.
The Reporting Person sold the Buckeye Shares (as defined in
Item 5) in his capacity as an Investment Adviser of Buckeye
Fabricators of Letonia Profit Sharing Plan. The sale of the
Buckeye Shares was made by the Reporting Person on behalf of
the Buckeye Fabricators of Letonia Profit Sharing Plan in the
Reporting Person's capacity as an Investment Adviser of the
Buckeye Fabricators of Letonia Profit Sharing Plan and with
funds provided by the Buckeye Fabricators of Letonia Profit
Sharing Plan.
Item 4. Purpose of Transaction.
(a)-(j) The Reporting Person purchased and sold the Capital Shares
in his capacity as the General Partner and solely for investment
purposes on behalf of Berlin Capital Growth, L.P.
The Reporting Person purchased the Cover Shares in his capacity as
an Investment Adviser and solely for investment purposes on behalf
of the Jack Cover IRA.
The Reporting Person sold the Buckeye Shares in his capacity
as an Investment Adviser and solely for investment purposes on
behalf of the Buckeye Fabricators of Letonia Profit Sharing Plan.
The Reporting Person purchased and sold the TGB Shares (as
defined below) solely for investment purposes.
The acquisition by any member group of additional securities of the
Issuer, or the disposition of securities of the Issuer provided,
however, the reporting member group might acquire additional shares
or other securities of the issuer or dispose of some or all of their
shares depending upon market conditions and their personal
circumstances.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person has beneficial ownership of 268,389
Shares (the "Berlin Shares"). The Berlin Shares constitute 5.97% of
the Shares Outstanding as of the Issuer's most recent available filing.
(b) The Reporting Person has the sole power to vote or to direct
the vote or to dispose of or direct the disposition of 9,250 Shares
(the "TGB" Shares").
The Reporting Person and Berlin Capital Growth, L.P., a partnership
in which the Reporting Person is the General Partner, have the shared
power to vote or to direct the vote or to dispose of or direct the
disposition of 123,520 Shares (the "Capital Shares").
The Reporting Person and the Jack Cover IRA, a retirement account in
which the Reporting Person is the Investment Adviser, have the shared
power to vote or to direct the vote or to dispose of or direct the
disposition of 10,119 Shares (the "Cover Shares").
The Reporting Person and Buckeye Fabricators of Letonia Profit Sharing
Plan, a Profit Sharing Plan in which the Reporting Person was the
Investment Adviser, had, at the time of the two sales, the shared
power to vote or to direct the vote or to dispose of or direct the
disposition of 500 Shares, which now is 0 Shares (the "Buckeye
Shares"). Buckeye Fabricators of Letonia Profit Sharing Plan has
ceased to be a member of the Reporting Person.
(c) On the following dates, the Reporting Person purchased and/or
sold the following number of Shares for the per Share price set forth
below. Each such purchase or sale was made solely for investment
purposes by the Reporting Person, was purchased or sold through a
customary broker transaction and is included in the Individual Shares.
Identity Date Shares Price Executing Broker
Thomas G. Berlin
02/12/02 - 200 6.4000 Bear Stearns
02/12/02 -2,200 6.4500 Bear Stearns
02/13/02 -2,000 6.1200 Bear Stearns
02/13/02 -2,000 6.2400 Bear Stearns
02/13/02 -2,000 6.6000 Bear Stearns
04/11/02 -1,300 7.4200 Bear Stearns
04/11/02 -1,200 7.9800 Bear Stearns
07/23/02 1,000 5.3500 Bear Stearns
07/24/02 2,850 5.3358 Bear Stearns
On the following dates, the Reporting Person purchased and/or sold the
following number of Shares for the per Share price set forth below.
Each such purchase or sale was purchased or sold by the Reporting
Person as the General Partner of Berlin Capital Growth, L.P., solely
for investment purposes, was purchased or sold through a customary
broker transaction and are included in the Capital Shares.
Identity Date Shares Price Executing Broker
Berlin Capital
Growth, L.P.
02/07/02 -2,000 5.6500 Bear Stearns
02/11/02 -3,500 5.9300 Bear Stearns
02/14/02 -6,000 6.9933 Bear Stearns
02/14/02 -3,000 7.3000 Bear Stearns
02/20/02 800 6.6000 Bear Stearns
02/27/02 -1,100 7.3700 Bear Stearns
03/28/02 - 900 7.3200 Bear Stearns
04/11/02 -1,000 7.7000 Bear Stearns
04/15/02 -2,500 8.4500 Bear Stearns
04/29/02 700 7.4000 Bear Stearns
04/29/02 1,500 7.5000 Bear Stearns
04/29/02 1,500 7.6000 Bear Stearns
04/30/02 381 7.3000 Bear Stearns
05/01/02 - 111 7.9000 Bear Stearns
05/02/02 - 200 7.9000 Bear Stearns
07/01/02 500 5.9000 Bear Stearns
07/02/02 2,100 5.8300 Bear Stearns
07/03/02 700 5.7200 Bear Stearns
07/10/02 700 5.7200 Bear Stearns
07/11/02 400 5.7000 Bear Stearns
07/12/02 1,100 5.7000 Bear Stearns
On the following dates, the Reporting Person purchased the following
number of Shares for the per Share price set forth below. Each such
purchase was purchased by the Reporting Person as an Investment
Adviser of the Jack Cover IRA, solely for investment purposes, was
purchased through a customary broker transaction and are included in
the Cover Shares.
Identity Date Shares Price Executing Broker
Jack Cover IRA
03/28/02 119 7.3500 Bear Stearns
On the following dates, the Reporting Person sold the following number
of Shares for the per Share price set forth below. Each such sales was
sold by the Reporting Person as an Investment Adviser of Buckeye
Fabricators of Letonia Profit Sharing Plan, solely for investment
purposes, was sold through a customary broker transaction and are
included in the Buckeye Shares.
Identity Date Shares Price Executing Broker
Buckeye Fabricators
of Letonia, Profit
Sharing Plan
04/12/02 - 100 8.3000 McDonald Investments
04/12/02 - 400 8.3000 McDonald Investments
(d) Berlin Capital Growth, L.P. has the right to receive and the
power to direct the receipt of dividends from or the proceeds from the
sale of the Capital Shares. However, the Reporting Person disclaims
beneficial ownership to the Capital Shares and this Statement shall
not be construed as an admission that the Reporting Person is the
beneficial owner of any securities covered by this Statement.
The Jack Cover IRA has the right to receive and the power to direct
the receipt of dividends from or the proceeds from the sale of the
Cover Shares. However, the Reporting Person disclaims beneficial
ownership to the Cover Shares and this Statement shall not be
construed as an admission that the Reporting Person is the
beneficial owner of any securities covered by this Statement.
Buckeye Fabricators of Letonia Profit Sharing Plan has the right
to receive and the power to direct the receipt of dividends from
or the proceeds from the sale of the Buckeye Shares. However,
the Reporting Person disclaims beneficial ownership to the Buckeye
Shares and this Statement shall not be construed as an admission
that the Reporting Person is the beneficial owner of any securities
covered by this Statement.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Person is the General Partner of Berlin Capital Growth,
L.P., the owner of the Capital Shares. Through an agreement between
the Reporting Person and Berlin Capital Growth, L.P., the Reporting
Person has shared power to dispose or to direct the disposition of
and shares power to vote or direct the vote of such Capital Shares.
However, the Reporting Person disclaims beneficial ownership to the
Capital Shares and this Statement shall not be construed as an
admission that the Reporting Person is the beneficial owner of any
securities covered by this Statement.
The Reporting Person is the Investment Adviser of the Jack Cover IRA
the owner of the Cover Shares. Through an agreement between the
Reporting Person and the Jack Cover IRA, the Reporting Person has
shared power to dispose or to direct the disposition of and shares
power to vote or direct the vote of such Cover Shares. However, the
Reporting Person disclaims beneficial ownership to the Cover Shares
and this Statement shall not be construed as an admission that the
Reporting Person is the beneficial owner of any securities covered
by this Statement.
The Reporting Person was, at the time of the two sales, the Investment
Adviser of the Buckeye Fabricators of Letonia Profit Sharing Plan, the
owner of the Buckeye Shares. The Reporting Person disclaims
beneficial ownership to the Buckeye Shares and this Statement shall
not be construed as an admission that the Reporting Person is the
beneficial owner of any securities covered by this Statement. Buckeye
Fabricators of Letonia Profit Sharing Plan has ceased to be a member
of the Reporting Person.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
Date 07/30/02
Thomas G. Berlin