-----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, Kbze4xVkdlrfWyPj0SqoX98a9TIJ4qEBWpuKIzmOy5EIfffvzHd5EniwbOq84E+P +TaO8Vjf2fcJBrZzSTBhnQ== 0000950137-07-002239.txt : 20070214 0000950137-07-002239.hdr.sgml : 20070214 20070214160227 ACCESSION NUMBER: 0000950137-07-002239 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: M. SUSAN GREENBERG GROUP MEMBERS: THE GREENBERG FAMILY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENBERG ROBERT CENTRAL INDEX KEY: 0001080904 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 3103183100 MAIL ADDRESS: STREET 1: SKECHERS USA INC STREET 2: 228 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 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: 07620165 BUSINESS ADDRESS: STREET 1: 228 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 SC 13G/A 1 v27343a6sc13gza.txt AMENDMENT TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 6)* SKECHERS U.S.A., INC. (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 830566 10 5 (CUSIP Number) December 31, 2006 (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 10 PAGES - --------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Robert Greenberg - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 10,658,240(1) OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 10,658,240(1) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,658,240 shares of Class B Common Stock are convertible at any time upon request of the reporting person on a share for share basis into Class A Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.8%(2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Represents 10,658,240 shares of Class B Common Stock held by the Greenberg Family Trust that may be deemed to be beneficially owned by Mr. and Mrs. Greenberg as a result of their positions as co-trustees of the Greenberg Family Trust. (2) Based on 29,046,341 shares of Class A Common Stock outstanding as of February 9, 2007 and 10,658,240 shares of Class B Common Stock beneficially owned by Robert Greenberg that may be converted at any time into shares of Class A Common Stock. Mr. Greenberg beneficially owns 77.4% of the Class B Common Stock, which is based on 13,768,189 shares of Class B Common Stock outstanding as of February 9, 2007. Mr. Greenberg beneficially owns 24.9% of the aggregate amount of Class A and Class B Common Stock outstanding as of February 9, 2007. 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 and Class B Common Stock outstanding as of February 9, 2007, Mr. Greenberg beneficially owns 63.9% of the combined voting power of the Issuer's capital stock. 2 - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 3 OF 10 PAGES - --------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) M. Susan Greenberg - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 10,658,240(1) OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 10,658,240(1) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,658,240 shares of Class B Common Stock are convertible at any time upon request of the reporting person on a share for share basis into Class A Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.8%(2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Represents 10,658,240 shares of Class B Common Stock held by the Greenberg Family Trust that may be deemed to be beneficially owned by Mr. and Mrs. Greenberg as a result of their positions as co-trustees of the Greenberg Family Trust. (2) Based on 29,046,341 shares of Class A Common Stock outstanding as of February 9, 2007 and 10,658,240 shares of Class B Common Stock beneficially owned by M. Susan Greenberg that may be converted at any time into shares of Class A Common Stock. Mrs. Greenberg beneficially owns 77.4% of the Class B Common Stock, which is based on 13,768,189 shares of Class B Common Stock outstanding as of February 9, 2007. Mrs. Greenberg beneficially owns 24.9% of the aggregate amount of Class A and Class B Common Stock outstanding as of February 9, 2007. 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 and Class B Common Stock outstanding as of February 9, 2007, Mrs. Greenberg beneficially owns 63.9% of the combined voting power of the Issuer's capital stock. 3 - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 4 OF 10 PAGES - --------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) The 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 California - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 10,658,240 ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 10,658,240 WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,658,240 shares of Class B Common Stock are convertible at any time upon request of the reporting person on a share for share basis into Class A Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] Inapplicable - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 26.8%(1) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- (1) Based on 29,046,341 shares of Class A Common Stock outstanding as of February 9, 2007 and 10,658,240 shares of Class B Common Stock held by the Greenberg Family Trust that may be converted at any time into shares of Class A Common Stock. The Greenberg Family Trust holds 77.4% of the Class B Common Stock which is based on 13,768,189 shares of Class B Common Stock outstanding as of February 9, 2007. The Greenberg Family Trust holds 24.9% of the aggregate amount of Class A and Class B Common Stock outstanding as of February 9, 2007. 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 and Class B Common Stock outstanding as of February 9, 2007, the Greenberg Family Trust holds 63.9% of the combined voting power of the Company's capital stock. 4 - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 5 OF 10 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, CA 90266 ITEM 2. (a) NAMES OF PERSON FILING Robert Greenberg M. Susan Greenberg The Greenberg Family Trust (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE c/o Skechers U.S.A., Inc. 228 Manhattan Beach Blvd. Manhattan Beach, California 90266. (c) CITIZENSHIP Robert Greenberg United States M. Susan Greenberg United States The Greenberg Family Trust California (d) TITLE OF CLASS OF SECURITIES Class A Common Stock, $.001 par value. Shares of Class A Common Stock are represented by shares of Class B Common Stock, which are not registered under Section 12 of the Securities Exchange Act of 1934 (the "Act"), but are immediately convertible into an equal number of shares of Class A Common Stock, $.001 par value, of Skechers U.S.A., Inc. The Class A Common Stock is registered under Section 12 of the Act. (e) CUSIP NUMBER 830566 10 5 ITEM 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (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 Section 240.13d-l(b)(l)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-l(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Section 240.13d-l(b)(l)(ii)(J) 5 - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 6 OF 10 PAGES - --------------------- ------------------ ITEM 4. OWNERSHIP (a) AMOUNT BENEFICIALLY OWNED Robert Greenberg 10,658,240(1) M. Susan Greenberg 10,658,240(1) The Greenberg Family Trust 10,658,240 (b) PERCENT OF CLASS Robert Greenberg 26.8%(2) M. Susan Greenberg 26.8%(2) The Greenberg Family Trust 26.8%(2) (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: Robert Greenberg 0 M. Susan Greenberg 0 The Greenberg Family Trust 10,658,240 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: Robert Greenberg 10,658,240(1) M. Susan Greenberg 10,658,240(1) The Greenberg Family Trust 0 (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Robert Greenberg 0 M. Susan Greenberg 0 The Greenberg Family Trust 10,658,240 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Robert Greenberg 10,658,240(1) M. Susan Greenberg 10,658,240(1) The Greenberg Family Trust 0 - ---------- (1) Represents 10,658,240 shares of Class B Common Stock held by the Greenberg Family Trust that may be deemed to be beneficially owned by Mr. and Mrs. Greenberg as a result of their positions as co-trustees of the Greenberg Family Trust. (2) The shares of Class A Common Stock beneficially owned by each of Mr. and Mrs. Greenberg and the Greenberg Family Trust represent approximately 26.8% of such class, if the shares of Class B Common Stock beneficially owned by each of Mr. and Mrs. Greenberg and the Greenberg Family Trust were converted into shares of Class A Common Stock. Each of Mr. and Mrs. Greenberg and the Greenberg Family Trust beneficially owns 24.9% of the total outstanding amount of Class A and Class B Common Stock and 63.9% of the combined voting power of the Company's capital stock. 6 - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 7 OF 10 PAGES - --------------------- ------------------ 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. 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. 7 - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 8 OF 10 PAGES - --------------------- ------------------ 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: February 14, 2007 Signature: /s/ Robert Greenberg ----------------------------- Name: Robert Greenberg Signature: /s/ M. Susan Greenberg ----------------------------- Name: M. Susan Greenberg THE GREENBERG FAMILY TRUST Signature: /s/ Robert Greenberg ----------------------------- Name: Robert Greenberg, as Co-Trustee Signature: /s/ M. Susan Greenberg ----------------------------- Name: M. Susan Greenberg, as Co-Trustee ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) - --------------------- ------------------ CUSIP NO. 830566 10 5 13G PAGE 9 OF 10 PAGES - --------------------- ------------------ EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii) concerning Joint Schedule 13G Filing
- --------------------- ------------------- CUSIP NO. 830566 10 5 13G PAGE 10 OF 10 PAGES - --------------------- ------------------- EXHIBIT 99.1 AGREEMENT PURSUANT TO RULE 13D-1(K)(1)(III) CONCERNING JOINT SCHEDULE 13G FILING The undersigned each agree, in connection with their beneficial ownership of capital stock of Skechers U.S.A., Inc. (i) that a Schedule 13G shall be filed jointly by them pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), together with any amendments to the Schedule 13G that from time to time may be required; and (ii) that the Schedule 13G and any such amendments are filed on behalf of each of them. The undersigned acknowledge their respective responsibilities as set forth in Rule 13d-1(k)(1) promulgated under the Exchange Act. This Agreement may be executed in counterparts. Date: February 14, 2007 Signature: /s/ Robert Greenberg ----------------------------- Name: Robert Greenberg Signature: /s/ M. Susan Greenberg ----------------------------- Name: M. Susan Greenberg THE GREENBERG FAMILY TRUST Signature: /s/ Robert Greenberg ----------------------------- Name: Robert Greenberg, as Co-Trustee Signature: /s/ M. Susan Greenberg ----------------------------- Name: M. Susan Greenberg, as Co-Trustee -----END PRIVACY-ENHANCED MESSAGE-----