-----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, VY3q4W3PiHvcuxYIsfdcGYHUOiFqBP7ogpfFr2Yx1rNgcOpvjkpyJT/oBYRm0Ibl UGOonevs6V+xH3uykrFYCw== 0000904567-05-000017.txt : 20051220 0000904567-05-000017.hdr.sgml : 20051220 20051220155359 ACCESSION NUMBER: 0000904567-05-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLETON DOLL CO CENTRAL INDEX KEY: 0000723209 STANDARD INDUSTRIAL CLASSIFICATION: DOLLS & STUFFED TOYS [3942] IRS NUMBER: 391364345 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55393 FILM NUMBER: 051275551 BUSINESS ADDRESS: STREET 1: W239 N1700 BUSSE STREET 2: ROAD CITY: WAUKESHA STATE: WI ZIP: 53188-1160 BUSINESS PHONE: 2625234300 MAIL ADDRESS: STREET 1: W239 N1700 BUSSE STREET 2: ROAD CITY: WAUKESHA STATE: WI ZIP: 53188-1160 FORMER COMPANY: FORMER CONFORMED NAME: BANDO MCGLOCKLIN CAPITAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BANDO MCGLOCKLIN INVESTMENT CO INC DATE OF NAME CHANGE: 19870903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERLIN THOMAS G CENTRAL INDEX KEY: 0000904567 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 23811 CHAGRIN BLVD CITY: CHAGRIN FALLS STATE: OH ZIP: 44122 BUSINESS PHONE: 4409512655 MAIL ADDRESS: STREET 1: 37500 EAGLE ROAD CITY: WILLOGHBY HILLS STATE: OH ZIP: 44094 SC 13D/A 1 doll1220.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Amendment No. 2 Under the Securities and Exchange Act of 1934 Middleton Doll Company (Name of Issuer) Common Stock (No Par Value) Title of Class of Securities 723454104 (CUSIP Number) Thomas G. Berlin Berlin Financial,Ltd. 1325 Carnegie Ave, Cleveland,OH 44115 (216) 479.0400 Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May,19,2005 (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 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting 0 Beneficially Owned By Each Shared Voting 410,700 Reporting Person With 9 Sole Dispositive 0 10 Shared Dispositive 410,700 11 Aggregate Amount Beneficially owned 410,700 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 9.33% 14 Type of Reporting Person IA, IN Item 1. Security and Issuer CUSIP 723454104 Middleton Doll Company W 239 N 1700 Busse Road Waukesha, WI 53188-1160 Phone: 262-523-4300 Item 2. Identity and Background. (a) The name of the reporting person is Thomas G. Berlin. (b) The Reporting person's address is Berlin Financial, Ltd., 1325 Carnegie Ave, Cleveland, OH 44115 (c) The Reporting Person's occupation is managing member;investment advisor;Berlin Financial,Ltd., 1325 Carnegie Ave, Cleveland, OH 44115. (d) None (e) None (f) United States of America 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 Privately Managed Shares (as defined in Item 4) were purchased using funds of each respective account holder. The Reporting Person is the managing member of the Privately Managed Accounts. Item 4. Purpose of Transaction. The Reporting Person purchased 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 "Privately Managed Shares") in his capacity as the managing member of the Privately Managed Accounts. Privately Managed Shares were purchased and sold solely for investment purposes. Item 5. Interest in Securities of the Issuer (a) The aggregate amount owned by the Reporting Person is 410,700 shares or 9.33% of the outstanding shares. (b) Shares Percentage Sole Voting Power 0 0% Shared Voting Power 410,700 9.33% Sole Dispositive Power 0 0% Shared Dispositive Po 410,700 9.33% The reporting Person shares voting and dispositive power with the following clients in the following amounts: Berlin Capital Growth, L.P., 150,700 shares; Privately Managed Accounts, 260,000 shares. The address of Berlin Capital Growth and the Privately Managed Accounts is c/o the Reporting Person. There is no proceedings required to be disclosed with respect to any person sharing beneficial ownership with the Reporting Person. (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. Capital Shares Date Shares Price/Share Sold or Bought 12/23/2004 32200 1.78 B 12/31/2004 38500 1.67 B 01/24/2005 14000 1.86 B 02/01/2005 14500 1.91 B 02/08/2005 -3000 2.65 S 03/16/2005 10000 2.24 B 04/04/2005 11500 2.15 B 04/06/2005 9500 2.13 B 05/17/2005 23500 2.11 B Privately Managed Shares Date Shares Price/Share Sold or Bought 02/25/2005 8000 2.25 B 02/25/2005 2000 2.25 B 03/24/2005 4000 2.07 B 04/25/2005 2000 2.05 B 04/27/2005 1000 2.05 B 04/28/2005 10000 2.14 B 05/17/2005 4000 2.0425 B 05/19/2005 12000 2.00 B 05/24/2005 4000 1.8978 B 05/24/2005 15000 1.916 B 05/25/2005 14000 1.854 B 05/25/2005 1000 1.75 B 05/25/2005 1000 1.76 B 05/26/2005 6700 1.76 B 05/27/2005 1300 1.76 B 06/01/2005 13500 1.763 B 06/09/2005 49500 1.554 B 06/10/2005 22000 1.418 B 06/14/2005 18500 1.193 B 06/20/2005 12500 1.044 B 08/05/2005 11000 1.22 B 08/15/2005 30000 1.226 B 08/26/2005 17000 1.158 B d) Not Applicable. e) Not Applicable 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: December 20, 2005 /s/ Thomas G. Berlin -----END PRIVACY-ENHANCED MESSAGE-----