-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GRFLB+9VFZjEMtJevppK+hq7HdliUQOf9y2HmjUano7CpkEVGyz1J4Ijn4vA9b9D o/wjk6CExz4nAN2jmBYifg== 0000950148-02-000276.txt : 20020414 0000950148-02-000276.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950148-02-000276 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SKECHERS USA INC CENTRAL INDEX KEY: 0001065837 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954376145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58293 FILM NUMBER: 02534250 BUSINESS ADDRESS: STREET 1: 229 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 3103183100 MAIL ADDRESS: STREET 1: 228 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENBERG MICHAEL CENTRAL INDEX KEY: 0001105376 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: SKECHERS USA INC STREET 2: 228 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 3103183100 MAIL ADDRESS: STREET 1: SKECHERS USA INC STREET 2: 228 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 SC 13G/A 1 v79027a2sc13ga.htm SCHEDULE 13G/AMENDMENT 2 SKECHERS USA, INC. SCHEDULE 13G/AMENDMENT 2
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
Amendment No. 2 *

SKECHERS U.S.A., INC.

(Name of Issuer)

CLASS A COMMON STOCK
(Title of Class of Securities)

830566 10 5
(CUSIP Number)

December 31, 2001
Date of Event which Requires Filing of this Statement

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

             [   ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[X] Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

         
CUSIP No. 830566 10 5   13G   Page 2 of 4 Pages
               
1   NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Michael Greenberg as a trustee of the Michael and Wendy Greenberg Family Trust
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)    [   ]
  (b)    [   ]
    Inapplicable   
3   SEC USE ONLY
 
4   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		   5   SOLE VOTING POWER
 
1,655,579 (Class B Common Stock) and 2,500 (Class A Common Stock)
  6   SHARED VOTING POWER
 
18,462 (Class A Common Stock)
  7   SOLE DISPOSITIVE POWER
 
1,655,579 (Class B Common Stock) and 2,500 (Class A Common Stock)
  8   SHARED DISPOSITIVE POWER
 
18,462 (Class A Common Stock)
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
Mr. Greenberg as trustee of the Michael and Wendy Greenberg Family Trust holds 1,655,579 Shares of Class B Common Stock, which is convertible at any time on request of the stockholder on a share for share basis into Class A Common Stock. This number includes options held by Michael Greenberg to purchase 2,500 shares of Class A Common Stock exercisable within 60 days from December 31, 2001.
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 		 [X]
    The aggregate amount excludes (i) 4,614 shares of Class A Common Stock held by Michael Greenberg's minor children and of which Michael Greenberg acts as custodian; (ii) 6 shares of Class A Common Stock held by Wendy Greenberg, Michael Greenberg's wife (iii) 4,614 shares of Class A Common Stock held by minor relatives of Mr. Greenberg and of which Mr. Greenberg acts as custodian; (iv) 9,228 shares of Class A Common Stock held by Mr. Greenberg's minor children and of which a third party acts as custodian. Mr. Greenberg disclaims beneficial ownership of all these shares.
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7%1
12   TYPE OF REPORTING PERSON (See Instructions)
 
IN

1. Based on 21,446,777 shares of Class B Common Stock outstanding as of February 1, 2002 15,382,228 shares of Class A Common Stock were outstanding as of February 1, 2002. Mr. Greenberg beneficially owns 4.5% of the aggregate amount of Class A and Class B Common Stock outstanding as of February 1,2002. Each share of Class B Common Stock is entitled to 10 votes and each share of Class A Common Stock is entitled to one vote. Based on the aggregate amount of Class A Common Stock and Class B Common Stock outstanding as of February 1, 2002, Mr. Greenberg holds 7.2% of the combined voting power of the Company's capital stock. For the purpose of this footnote, all calculations include those shares for which Mr. Greenberg disclaims beneficial ownership

 

 

         
CUSIP No. 830566 10 5   13G   Page 3 of 4 Pages

Item 1.

        (a)    Name of Issuer —Skechers U.S.A., Inc.
 
        (b)    Address of Issuer’s Principal Executive Offices — 228 Manhattan Beach Blvd., Manhattan Beach, California. 90266.

Item 2.

        (a)    Names of Person Filing — Michael Greenberg as a trustee of the Michael and Wendy Greenberg Family Trust.
 
        (b)    Address of Principal Business Office or, if none, Residence - 228 Manhattan Beach Blvd., Manhattan Beach, California.
 
        (c)    Citizenship - United States
 
        (d)    Title of Class of Securities — Class A Common Stock
 
        (e)    CUSIP Number — 830566 10 5

Item 3.

        (a)    [  ] Broker or Dealer registered under Section 15 of the Act
 
        (b)    [  ] Bank as defined in section 3(a)(6) of the Act
 
        (c)    [  ] Insurance Company as defined in section 3(a)(19) of the act
 
        (d)    [  ] Investment Company registered under section 8 of the Investment Company Act
 
        (e)    [  ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
 
        (f)    [  ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see §240.13d-l(b)(l)(ii)(F)
 
        (g)    [  ] Parent Holding Company, in accordance with §240.13d-l(b)(ii)(G) (Note: See Item 7)
 
        (h)    [  ] Group, in accordance with §240.13d-l(b)(l)(ii)(J)

Item 4. Ownership

        (a)    Amount Beneficially Owned —1,676,541 shares (1,655,579 shares of Class B Common Stock and 20,962 shares of Class A Common Stock)(1)(2)
 
        (b)    Percent of Class —7.7% of the Class B Common Stock, 4.5% of the total Class A Common Stock and Class B Common Stock and 7.2% of the combined voting power of the Company’s capital stock.(1)(2)
 
        (c)    Number of shares as to which such person has:
 
        (i)    sole power to vote or to direct the vote —1,658,079 (1,655,579 Class B Common Stock and 2,500 Class A Common Stock)(2)
 
        (ii)    shared power to vote or to direct the vote - 18,462 Class A Common Stock(1)
 
        (iii)    sole power to dispose or to direct the disposition of - 1,658,079 (1,655,579 Class B Common Stock and 2,500 Class A Common Stock)(2)
 
        (iv)    shared power to dispose or to direct the disposition of — 18,462 Class A Common Stock(1)

(1)  Includes an aggregate of 18,462 Class A Common Stock held by Mr. Greenberg’s wife, minor children and minor relatives of Mr. Greenberg, as to which Mr. Greenberg disclaims beneficial ownership.

(2)  Includes options held by Michael Greenberg to purchase 2,500 shares of Class A Common Stock exercisable within 60 days from December 31, 2001.

Item 5. Ownership of 5 Percent or Less of a Class

             If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of security, check the following [ ].

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

     Inapplicable.

 

 

         
CUSIP No. 830566 10 5   13G   Page 4 of 4 Pages
     
Item 7. Identification and Classification of the Subsidiary Which Acquired the Securities Being Reported on By the Parent Holding Company

 
     Inapplicable.

Item 8. Identification and Classification of Members of the Group

     Inapplicable.

Item 9. Notice of Dissolution of Group

     Inapplicable.

Item 10. Certification

     Inapplicable.

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: February 11, 2002

  Signature: /S/ Michael Greenberg
   
Name: Michael Greenberg, Trustee of the
Michael and Wendy Greenberg Family Trust

     Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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