-----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, Td8Pg7fy4Eoag9Xu1RzfMDmFwwPIX16XbSwNFfGQ2/VCl5kmmzsAjz5XKrYchXVv o8o5ZkcPXba3xAg49yupWQ== 0000904567-07-000013.txt : 20070213 0000904567-07-000013.hdr.sgml : 20070213 20070213143708 ACCESSION NUMBER: 0000904567-07-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 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: 07608622 BUSINESS ADDRESS: STREET 1: 1050 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53029-8303 BUSINESS PHONE: 262-369-8163 MAIL ADDRESS: STREET 1: 1050 WALNUT RIDGE DRIVE CITY: HARTLAND STATE: WI ZIP: 53029-8303 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 dollp20070117.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) Adjustable Rate Cumulative Preferred Stock, Series A, par value $0.01 per share Title of Class of Securities 59669P201(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) December 31, 2006 (Date of Event Which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G toreport this acquisition which is the subject of this Schedule 13D, and isfiling 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 containinginformation 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 21,397 Reporting Person With 9 Sole Dispositive 0 10 Shared Dispositive 21,397 11 Aggregate Amount Beneficially owned 21,397 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 5.16% 14 Type of Reporting Person IA, IN Item 1. Security and Issuer CUSIP 59669P201 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. Income Shares (as defined in Item 4) were purchased using funds of Berlin Income, L.P. The Reporting Person is the managing member of the General Partner of Berlin Income, 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 certain shares (the "Income Shares") in his capacity as the managing member of the General Partner of Berlin Income, L.P. and for the account of Berlin Income, L.P. Income 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 21,397 shares or 5.16% of the outstanding shares. (b) Shares Percentage Sole Voting Power 0 0% Shared Voting Power 21,397 5.16% Sole Dispositive Power 0 0% Shared Dispositive Po 21,397 5.16% The reporting Person shares voting and dispositive power with the following clients in the following amounts: Berlin Capital Growth, L.P., 4,420 shares; Berlin Income, L.P., 4,364 Privately Managed Accounts, 12,613 shares. The address of Berlin Capital Growth, L.P., Berlin Income, L.P. 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 12/29/2006 12171 16.25 s Income Shares Date Shares Price/Share Sold or Bought 11/28/2006 1500 15.8 b 12/29/2006 12019 16.25 s Privately Managed Shares Date Shares Price/Share Sold or Bought 11/21/2006 1000 15.9 b 11/21/2006 1900 15.94 s 11/21/2006 3600 15.88 b 11/28/2006 500 15.8 b 12/6/2006 500 15.75 b 12/6/2006 500 15.78 b 12/8/2006 500 15.7 b 12/8/2006 1000 15.72 b 12/29/2006 3961 16.25 s 12/29/2006 220 16.25 s 12/29/2006 1834 16.25 s 12/29/2006 1834 16.25 s 12/29/2006 917 16.25 s 12/29/2006 8574 16.25 s 12/29/2006 1467 16.25 s 12/29/2006 13718 16.25 s 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. and Berlin Income, L.P. have the right to receive distributions of the net assets of Berlin Capital Growth, L.P. and Berlin Income, L.P. Those net assets include any proceeds from the sale of Capital and Income 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: February 13, 2007 /s/ Thomas G. Berlin -----END PRIVACY-ENHANCED MESSAGE-----