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)
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)
April 2, 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 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 / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
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.
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 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 26,000
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 214,000
9 Sole Dispositive 26,000
10 Shared Dispositive 214,000
11 Aggregate Amount Beneficially Owned 240,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11) 5.34%
14 Type of Reporting Person IA, IN, OO
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 44122.
(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 violations of such laws.
(f) Citizenship United States
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased the Capital Shares (as defined in
Item 5) in his capacity as the General Partner of Berlin Capital
Growth, L.P. The purchase 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 Buckeye Shares (as defined in
Item 5) in his capacity as an Investment Adviser of the Buckeye
Fabricators of Letonia Profit Sharing Plan. The purchase 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.
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 purchased the George Shares (as defined in
Item 5) in his capacity as an Investment Adviser of J. George
Investments, L.L.C. The purchase of the George Shares was made by
the Reporting Person on behalf of J. George Investments, L.L.C.
in the Reporting Person's capacity as an Investment Adviser of
J. George Investments, L.L.C. and with funds provided by J. George
Investments, L.L.C.
The Reporting Person purchased the Hummer Shares (as defined in
Item 5) in his capacity as an Investment Adviser of the John S.
Hummer IRA. The purchase of the Hummer Shares was made by the
Reporting Person on behalf of the John S. Hummer IRA in the
Reporting Person's capacity as an Investment Adviser of the John
S. Hummer IRA and with funds provided by the John S. Hummer IRA.
The Reporting Person purchased the Thomas Shares (as defined in
Item 5) in his capacity as an Investment Adviser of the Driggers,
Schultz, Herbst & Paterson Profit Sharing Plan fbo Joseph W. Thomas.
The purchase of the Thomas Shares was made by the Reporting Person
on behalf of the Driggers, Schultz, Herbst & Paterson Profit
Sharing Plan fbo Joseph W. Thomas in the Reporting Person's
capacity as an Investment Adviser of the Driggers, Schultz, Herbst
& Paterson Profit Sharing Plan fbo Joseph W. Thomas and with funds
provided by the the Driggers, Schultz, Herbst & Paterson Profit
Sharing Plan fbo Joseph W. Thomas.
Item 4. Purpose of Transaction.
(a)-(j) The Reporting Person purchased 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 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 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 purchased the George Shares in his capacity
as an Investment Adviser and solely for investment purposes on
behalf of J. George Investments, L.L.C.
The Reporting Person purchased the Hummer Shares in his capacity
as an Investment Adviser and solely for investment purposes on
behalf of the John S. Hummer IRA.
The Reporting Person purchased the Thomas Shares in his capacity
as an Investment Adviser and solely for investment purposes on
behalf of the Driggers, Schultz, Herbst & Paterson Profit Sharing
Plan fbo Joseph W. Thomas.
The Reporting Person purchased 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 240,000
Shares (the "Berlin Shares"). The Berlin Shares constitute 5.34% 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 26,000 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 90,500 Shares (the "Capital Shares").
The Reporting Person and Buckeye Fabricators of Letonia Profit Sharing
Plan, a Profit Sharing Plan 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 500 Shares (the
"Buckeye 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 6,000 Shares (the "Cover IRA Shares").
The Reporting Person and J. George Investments, L.L.C., a limited
liability company 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 108,000 Shares (the "George
Shares").
The Reporting Person and the John S. Hummer 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 4,000 Shares (the "Hummer Shares").
The Reporting Person and the Driggers, Schultz, Herbst & Paterson
Profit Sharing Plan fbo Joseph W. Thomas, a Profit Sharing Plan 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 5,000 Shares (the "Thomas Shares").
(c) 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 solely for investment purposes by the
Reporting Person, was purchased through a customary broker transaction
and are included in the TGB Shares.
Identity Date Shares Price Executing Broker
Thomas G. Berlin 03/24/00 9,800 4.0467 Bear Stearns
05/01/00 1,100 5.5000 Bear Stearns
05/03/00 1,000 5.4375 Bear Stearns
05/04/00 400 5.5000 Bear Stearns
05/05/00 1,000 5.4375 Bear Stearns
05/05/00 1,600 5.3750 Bear Stearns
05/08/00 400 5.3750 Bear Stearns
05/08/00 1,000 5.3125 Bear Stearns
05/09/00 1,500 5.3125 Bear Stearns
05/24/00 2,500 4.9375 Bear Stearns
07/25/00 1,500 5.0312 Bear Stearns
10/19/00 500 4.9650 Bear Stearns
11/22/00 3,000 4.6250 Bear Stearns
12/21/00 700 3.8750 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 the General Partner
of Berlin Capital Growth, L.P., solely for investment purposes, was
purchased through a customary broker transaction and are included in
the Capital Shares.
Identity Date Shares Price Executing Broker
Berlin Capital Growth, L.P. 12/29/98 5,800 6.3140 Bear
Stearns
01/29/99 2,000 5.5675 Bear Stearns
09/24/99 3,000 6.8750 Bear Stearns
10/06/99 1,000 7.1250 Bear Stearns
10/06/99 1,500 6.8750 Bear Stearns
12/29/99 300 7.1000 Bear Stearns
01/24/00 300 6.6875 Bear Stearns
01/24/00 3,000 6.8750 Bear Stearns
01/25/00 2,700 6.6875 Bear Stearns
02/11/00 2,000 6.8125 Bear Stearns
03/14/00 3,000 4.0625 Bear Stearns
03/15/00 700 3.9375 Bear Stearns
03/17/00 2,300 3.9375 Bear Stearns
03/23/00 4,000 3.9375 Bear Stearns
03/24/00 500 3.9375 Bear Stearns
04/03/00 500 4.8750 Bear Stearns
04/05/00 400 4.8750 Bear Stearns
04/05/00 1,500 5.0625 Bear Stearns
04/05/00 2,000 5.0000 Bear Stearns
06/06/00 3,500 5.0000 Bear Stearns
08/04/00 2,500 5.0625 Bear Stearns
09/11/00 600 4.8750 Bear Stearns
09/25/00 800 5.0000 Bear Stearns
09/26/00 300 5.0000 Bear Stearns
09/27/00 900 5.0000 Bear Stearns
09/29/00 22,000 4.6881 Bear Stearns
11/08/00 3,100 4.9398 Bear Stearns
11/10/00 300 4.9850 Bear Stearns
11/13/00 1,500 4.7500 Bear Stearns
11/15/00 1,500 4.7900 Bear Stearns
11/16/00 500 4.7500 Bear Stearns
11/16/00 1,500 4.7900 Bear Stearns
11/17/00 1,000 4.7500 Bear Stearns
11/27/00 4,000 4.1587 Bear Stearns
11/28/00 4,000 3.9387 Bear Stearns
12/20/00 700 3.8750 Bear Stearns
12/27/00 600 3.8750 Bear Stearns
02/05/01 200 5.2500 Bear Stearns
02/06/01 600 5.2500 Bear Stearns
02/06/01 1,400 5.1250 Bear Stearns
02/22/01 1,000 5.0000 Bear Stearns
03/07/01 1,500 4.6250 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 Buckeye Fabricators of Letonia Profit Sharing Plan,
solely for investment purposes, was purchased 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 05/28/99 400 6.1880 McDonald
05/28/99 100 6.1880 McDonald
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 11/12/99 3,000 7.8750 First
Union
11/15/99 700 7.8750 First Union
11/18/99 2,300 7.8750 First Union
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 J. George Investments, L.L.C., solely for investment
purposes, was purchased through a customary broker transaction and
are included in the George Shares.
Identity Date Shares Price Executing Broker
J. George Investments, L.L.C. 02/11/99 5,000 6.2280 Bear
Stearns
02/11/99 2,000 6.1950 Bear Stearns
03/02/99 300 5.7500 Bear Stearns
03/03/99 900 5.7500 Bear Stearns
03/31/99 2,800 5.7500 Bear Stearns
04/23/99 5,000 5.5630 Bear Stearns
04/26/99 1,200 5.4475 Bear Stearns
05/05/99 4,000 5.4387 Bear Stearns
05/07/99 100 5.4600 Bear Stearns
05/07/99 300 5.3600 Bear Stearns
05/10/99 2,000 5.3175 Bear Stearns
07/22/99 700 6.7500 Bear Stearns
07/23/99 1,800 6.7500 Bear Stearns
07/29/99 500 6.7775 Bear Stearns
08/30/99 3,000 7.5000 Bear Stearns
08/31/99 2,500 7.0625 Bear Stearns
09/28/99 1,100 6.7511 Bear Stearns
09/29/99 3,000 6.6250 Bear Stearns
09/29/99 3,400 6.7419 Bear Stearns
09/30/99 5,000 6.4280 Bear Stearns
09/30/99 5,000 5.6780 Bear Stearns
10/12/99 800 6.8312 Bear Stearns
10/13/99 2,500 6.7760 Bear Stearns
12/16/99 2,000 7.1300 Bear Stearns
12/30/99 2,700 7.0555 Bear Stearns
12/31/99 600 7.7000 Bear Stearns
03/17/00 2,000 4.0075 Bear Stearns
04/19/00 200 5.1250 Bear Stearns
05/09/00 3,400 5.1250 Bear Stearns
05/10/00 261 5.0624 Bear Stearns
05/10/00 400 5.1250 Bear Stearns
05/11/00 4,000 5.0625 Bear Stearns
05/12/00 100 5.0625 Bear Stearns
05/15/00 139 5.0625 Bear Stearns
05/15/00 1,000 5.0000 Bear Stearns
06/12/00 5,000 5.0655 Bear Stearns
06/14/00 5,000 5.0655 Bear Stearns
11/07/00 6,100 4.9374 Bear Stearns
01/11/01 1,500 4.0625 Bear Stearns
01/31/01 2,700 5.2500 Bear Stearns
03/09/01 1,000 4.6250 Bear Stearns
04/02/01 3,000 4.5000 Bear Stearns
04/03/01 4,000 4.5000 Bear Stearns
04/04/01 5,000 4.5000 Bear Stearns
04/09/01 5,000 4.3700 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 John S. Hummer IRA, solely for investment purposes, was
purchased through a customary broker transaction and are included in
the Hummer Shares.
Identity Date Shares Price Executing Broker
John S. Hummer IRA 04/23/99 300 5.5000 McDonald
04/28/99 3,700 5.5000 McDonald
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 Driggers, Schultz, Herbst & Paterson Profit Sharing
Plan fbo Joseph W. Thomas, solely for investment purposes, was
purchased through a customary broker transaction and are included
in the Thomas Shares.
Identity Date Shares Price Executing Broker
Driggers, Schultz, Herbst
& Paterson Profit Sharing
Plan fbo Joseph W. Thomas 05/19/99 1,100 6.5000 First
Union
05/19/99 1,000 7.1250 First Union
05/19/99 900 7.2500 First Union
05/19/99 600 6.7500 First Union
05/19/99 300 6.9375 First Union
05/19/99 100 6.5625 First Union
09/22/00 300 5.0000 First Union
09/25/00 700 5.0000 First Union
(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 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.
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.
The J. George Investments, L.L.C. has the right to receive and the
power to direct the receipt of dividends from or the proceeds from
the sale of the George Shares. However, the Reporting Person
disclaims beneficial ownership to the George 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 John S. Hummer IRA has the right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale
of the Hummer Shares. However, the Reporting Person disclaims
beneficial ownership to the Hummer 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 Driggers, Schultz, Herbst & Paterson Profit Sharing Plan fbo
Joseph W. Thomas has the right to receive and the power to direct
the receipt of dividends from or the proceeds from the sale of the
Thomas Shares. However, the Reporting Person disclaims beneficial
ownership to the Thomas 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 Buckeye
Fabricators of Letonia Profit Sharing Plan, the owner of the Buckeye
Shares. Through an agreement between the Reporting Person and the
Buckeye Fabricators of Letonia Profit Sharing Plan, 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 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.
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 is the Investment Adviser of the J. George
Investments, L.L.C., the owner of the George Shares. Through an
agreement between the Reporting Person and J. George Investments,
L.L.C., 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
George Shares. However, the Reporting Person disclaims beneficial
ownership to the George 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 John S. Hummer
IRA, the owner of the Hummer Shares. Through an agreement between the
Reporting Person and the John S. Hummer 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 Hummer Shares. However, the
Reporting Person disclaims beneficial ownership to the Hummer 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 Driggers,
Schultz, Herbst & Paterson Profit Sharing Plan fbo Joseph W. Thomas,
the owner of the Thomas Shares. Through an agreement between the
Reporting Person and the Driggers, Schultz, Herbst & Paterson Profit
Sharing Plan fbo Joseph W. Thomas, 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 Thomas Shares. However, the
Reporting Person disclaims beneficial ownership to the Thomas 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.
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 04/11/01
Thomas G. Berlin