United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Amendment No. 3
Under the Securities and Exchange Act of 1934
Rocky Shoes & Boots, Inc.
(Name of Issuer)
Common Stock (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)
November 5, 2003
(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(b) (3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1 (a) 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 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).
1 Name of Reporting Person Thomas G. Berlin
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF, PF
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting 0
Beneficially
Owned By Each 8 Shared Voting 170,119
Reporting Person
With 9 Sole Dispositive 0
10 Shared Dispositive 170,119
11 Aggregate Amount Beneficially owned 170,119
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 4.0%
14 Type of Reporting Person IA, IN, OO
Item 1. Security and Issuer
CUSIP 774830103
Rocky Shoes & Boots, Inc.
39 East Canal Street
Nelsonville, Ohio 45764
(740) 753-1951
Item 2. Identity and Background.
No change from Amendment No. 2.
Item 3. Source and Amount of Funds or Other Consideration.
Capital Shares (as defined in Item 4) were purchased using funds of Berlin
Capital Growth, L.P. The Reporting Person is the managing
member of the General Partner
of Berlin Capital Growth, L.P.
The Jack Cover and Jim George Shares (as defined in Item 4)
were purchased using
funds of certain of the Reporting Person's advisory clients other than Berlin
Capital Growth, L.P.
TGB Shares (as defined in Item 4) were purchased using the Reporting Person's
own funds.
Item 4. Purpose of Transaction.
The Reporting Person purchased and sold certain shares (the " Capital Shares ")
in his capacity as the managing member of the General Partner of Berlin Capital
Growth,
L.P. and for the account of Berlin Capital Growth, L.P. Capital Shares were
purchased and sold solely for investment purposes.
The Reporting Person purchased and sold certain shares (the "Jack Cover and Jim
George Shares") in his capacity as an investment adviser to, and for the
accounts of,
the Jack Cover IRA and Jim George, each of which is an advisory client of the
Reporting
Person. Client Shares were purchased and sold solely for investment purposes in
the
amounts indicated below.
The Reporting Person purchased and sold certain shares (the "TGB Shares") for
his own account and solely for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) The aggregate amount owned by the Reporting Person is
170,119 shares or 4.0 % of the outstanding shares.
(b)
Shares Percentage
Sole Voting Power 0 0%
Shared Voting Power 170,119 4%
Sole Dispositive Power 0 0%
Shared Dispositive Power 170,119 4%
The reporting Person shares voting and dispositive power with the following
clients in the following amounts: Berlin Capital Growth, L.P., 122,120 shares;
Jim George 47,999 shares; Jack Cover IRA 0 shares.
The address of Berlin Capital Growth, L.P. is c/o the Reporting Person. The
address of each other person that shares beneficial ownership
with the Reporting
Person is set forth below. There is no proceedings required to be disclosed
with respect to any person sharing beneficial ownership with the Reporting
Person.
Jim George Jack Cover
19634 Westchester Dr. 2518 Chagrin Drive
Clinton Twp., MI 48038-6415 Willoughby Hills, OH 44094
(c) On the following dates, the Reporting Person purchased and/or sold the
following numbers of shares for the prices per share set
forth below. Each such purchase
or sale occurred through a customary broker transaction.
Jack Cover Shares
Date Shares Price Per Share Sold or Bought
5/15/2003 -677 9.26 S
6/9/2003 -1,000 9.54 S
6/10/2003 1,000 9.07 B
7/2/2003 -2,993 9.71 S
7/14/2003 -300 10.2 S
7/15/2003 -1,200 10.23 S
7/16/2003 1,000 9.85 B
7/21/2003 3,000 9.46 B
7/25/2003 -1,000 10.35 S
7/29/2003 1,000 9.94 S
7/30/2003 -1,000 10.34 S
8/18/2003 -1,000 10.91 S
8/19/2003 -50 11.51 S
8/20/2003 -1,000 11.56 S
9/9/2003 1,000 11.1 B
9/30/2003 700 11.08 B
9/30/2003 -1,000 11.54 S
10/7/2003 -2,000 12.12 S
10/14/2003 800 11.95 B
10/17/2003 -2,000 12.94 S
10/28/2003 -1,000 14.02 S
10/29/2003 -2,000 15.51 S
11/4/2003 -399 16.56 S
JIM GEORGE SHARES
11/4/2003 -1000 16.80 S
11/4/2003 -20000 16.51 S
11/4/2003 -1601 16.56 S
11/5/2003 -40000 18.23 S
11/5/2003 -6000 18.07 S
11/5/2003 -1000 17.72 S
TGB SHARES
7/31/2002 2,000 4.95 B
8/2/2002 8,000 4.8 B
8/8/2002 1,300 4.55 B
8/20/2002 200 4.55 B
8/28/2002 500 4.55 B
9/25/2002 -2,000 4.63 S
10/7/2002 3,600 4.99 B
10/14/2002 200 4.25 B
12/27/2002 -400 5.27 S
1/2/2003 -177 5.27 S
1/14/2003 400 5 B
1/17/2003 -3,000 5.51 S
1/21/2003 -900 5.73 S
1/24/2003 1,050 5.44 B
2/6/2003 -1,000 5.22 S
2/6/2003 3,000 5.11 B
2/11/2003 -3,000 5.54 S
2/12/2003 1,700 5.35 B
2/12/2003 -100 5.69 S
2/13/2003 2,000 5.18 B
2/18/2003 -1,000 5.35 S
2/19/2003 -5,000 5.85 S
2/26/2003 -1,000 6.39 S
3/7/2003 -2,000 6.68 S
3/10/2003 -2,000 7.08 S
3/11/2003 600 6.83 B
3/12/2003 1,000 6.83 B
3/18/2003 1,000 6.43 B
3/18/2003 2,000 6.53 B
3/20/2003 500 6.24 B
3/28/2003 -2,000 6.8 S
3/31/2003 -500 6.95 S
4/1/2003 -1,000 6.95 S
4/2/2003 -300 7.19 S
4/3/2003 -1,000 7.16 S
4/7/2003 1,000 6.8 B
4/8/2003 1,000 6.6 B
4/21/2003 -600 6.93 S
4/22/2003 -800 6.93 S
4/23/2003 -6,000 7.47 S
4/23/2003 -3,000 7.35 S
4/24/2003 2,800 7.61 B
4/24/2003 -1,600 8.26 S
5/2/2003 -1,000 8.23 S
5/7/2003 -2,000 8.6 S
5/9/2003 -400 9.03 S
5/9/2003 -1,000 8.99 S
5/15/2003 -323 9.26 S
CAPITAL SHARES
9/5/2002 505 4.33 B
9/6/2002 300 4.33 B
9/9/2002 200 4.33 B
9/10/2002 1,495 4.33 B
9/11/2002 100 4.18 B
10/1/2002 -1,500 4.8 S
d) Not Applicable.
e) The Reporting Person ceased to be a beneficial
owner of more than 5 % of Rocky Shoes & Boots,
Inc. common stock on November 5, 2003
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to the
Issuer.
The partners of Berlin Capital Growth, L.P. have the right to receive
distributions of the net assets of Berlin Capital Growth, L.P.
Those net assets include any
proceeds from the sale of Capital Shares.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: January 21, 2004
/s/
Thomas G. Berlin