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. 1)* 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) January 31, 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 16,300 Beneficially Owned By Each Reporting Person With 8 Shared Voting 269,450 9 Sole Dispositive 16,300 10 Shared Dispositive 269,450 11 Aggregate Amount Beneficially owned 285,750 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 6.37% 14 Type of Reporting Person IA, IN, OO There are no changes to the Schedule 13D, except by Amendment #1 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 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 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. 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 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 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 285,750 Shares (the "Berlin Shares"). The Berlin Shares constitute 6.37% 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 16,300 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 133,450 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 10,000 Shares (the "Cover 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 116,5000 Shares (the "George 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 made solely for investment purposes by the Reporting Person, was purchased through a customary broker transaction and is included in the Individual Shares.
Identity Date Shares Price Executing Broker Thomas G. Berlin 05/18/01 500 4.5500 Bear Stearns 07/31/01 -2,500 4.9800 Bear Stearns 08/06/01 -3,500 6.5100 Bear Stearns 11/20/01 - 400 6.1000 Bear Stearns 11/20/01 - 600 6.3000 Bear Stearns 11/20/01 -1,000 6.2300 Bear Stearns 01/08/02 -2,200 6.5000 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. 05/01/01 200 4.3000 Bear Stearns 05/23/01 2,000 4.5500 Bear Stearns 06/05/01 4,500 4.6000 Bear Stearns 06/12/01 2,000 4.5000 Bear Stearns 06/27/01 3,500 4.4500 Bear Stearns 06/29/01 500 4.5700 Bear Stearns 07/16/01 -3,000 4.8700 Bear Stearns 08/01/01 -1,800 5.1150 Bear Stearns 08/01/01 10,000 5.0500 Bear Stearns 08/13/01 - 700 6.2200 Bear Stearns 08/17/01 - 900 6.4900 Bear Stearns 09/04/01 100 6.0300 Bear Stearns 09/10/01 150 5.5100 Bear Stearns 09/18/01 10,000 5.0250 Bear Stearns 10/05/01 1,600 4.8500 Bear Stearns 10/08/01 900 4.8500 Bear Stearns 10/10/01 700 4.7500 Bear Stearns 10/11/01 1,800 4.7500 Bear Stearns 10/24/01 -1,000 5.2000 Bear Stearns 10/25/01 -1,000 5.3000 Bear Stearns 10/25/01 -1,000 5.4000 Bear Stearns 10/25/01 -1,000 5.5000 Bear Stearns 10/30/01 -1,000 5.6000 Bear Stearns 10/31/01 - 338 5.7000 Bear Stearns 11/01/01 - 400 5.7000 Bear Stearns 11/05/01 - 262 5.7000 Bear Stearns 11/09/01 -2,000 5.9000 Bear Stearns 12/03/01 - 100 6.3500 Bear Stearns 12/06/01 -1,900 6.3500 Bear Stearns 12/19/01 1,500 6.0033 Bear Stearns 12/24/01 1,400 5.5000 Bear Stearns 12/26/01 4,000 5.6200 Bear Stearns 12/28/01 3,000 5.5000 Bear Stearns 12/31/01 3,000 5.8032 Bear Stearns 01/09/02 -2,500 6.7500 Bear Stearns 01/15/02 1,000 6.0000 Bear Stearns 01/16/02 -1,000 6.3000 Bear Stearns 01/18/02 100 6.0000 Bear Stearns 01/18/02 -1,000 6.3000 Bear Stearns 01/22/02 1,400 6.0100 Bear Stearns 01/23/02 2,500 5.8800 Bear Stearns 01/23/02 1,000 5.7600 Bear Stearns 01/24/02 1,500 5.7600 Bear Stearns 01/25/02 400 5.6300 Bear Stearns 01/28/02 400 5.6300 Bear Stearns 01/30/02 1,700 5.6300 Bear Stearns 01/31/02 3,000 5.5100 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 06/08/01 4,000 4.5226 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 Invesments, L.L.C. 04/18/01 -2,500 4.7700 Bear Stearns 06/08/01 4,400 4.5226 Bear Stearns 06/12/01 2,000 4.5000 Bear Stearns 09/05/01 2,000 6.0300 Bear Stearns 09/07/01 2,600 5.7504 Bear Stearns
(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. 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. (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 is the Investment Adviser of 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. 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 02/07/02 Thomas G. Berlin