SC 13D/A 1 geerlings13da.txt GEERLINGS & WADE INC. - 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Geerlings and Wade Inc. (Name of Issuer) Common Stock Par Value $0.01 per Share (Title of Class of Securities) 368473 10 4 (CUSIP Number) ________________________________________________________________________________ Gordon Romer 10 Hillcrest Road Tiburon, CA 94920 415 435-9561 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ________________________________________________________________________________ August 28, 2002 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-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. 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 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. ________________________________________________________________________________ 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Gordon Romer ________________________________________________________________________________ 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC Use Only ________________________________________________________________________________ 4. Source of Funds (See Instructions) PF ________________________________________________________________________________ 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] ________________________________________________________________________________ 6. Citizenship or Place of Organization California ________________________________________________________________________________ 7. Sole Voting Power 233,900 NUMBER OF SHARES _________________________________________________________________ BENEFICIALLY 8. Shared Voting Power 0 OWNED BY EACH _________________________________________________________________ REPORTING 9. Sole Dispositive Power 233,900 PERSON WITH _________________________________________________________________ 10. Shared Dispositive Power 0 ________________________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 233,900 ________________________________________________________________________________ 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] ________________________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 6% ________________________________________________________________________________ 14. Type of Reporting Person (See Instructions) IN ________________________________________________________________________________ ________________________________________________________________________________ Item 1. Security and Issuer. This statement is filed with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Geerlings & Wade, Inc., a Massachusetts corporation (the "Issuer"), and amends and restates the Schedule 13D filed September 13, 2001 (the "Schedule 13D"). The address of the Issuer's principal executive offices is 960 Turnpike Street, Canton, Massachusetts 02021. ________________________________________________________________________________ Item 2. Identity and Background. This statement is filed by Gordon Romer, a California resident with an address of, 10 Hillcrest Road, Tiburon, CA 94920, as an Individual Investor. During the last five years, Mr. Romer has not been: (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction subjecting him 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 with respect to such laws. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. 233,900 shares were purchased on the open market from July 2000 thru August 28, 2002 with personal funds. The amount of funds used to purchase such shares was $382,038. ________________________________________________________________________________ Item 4. Purpose of Transaction. Shares were acquired for investment purposes. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) Mr. Romer beneficially owns 233,900 shares of Common Stock. Based on 3,870,113 shares of Common Stock outstanding, such shares would constitute approximately 6% of the Common Stock. (b) Mr. Romer has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by him. (c) The following transactions were effected by Mr. Romer since June 28, 2002: Approximate Price Amount of per Share Shares (exclusive of Date Security Purchased/(Sold) commissions) 06/28/02 Common 2500 $0.99 08/01/02 Common 5000 $0.84 08/28/02 Common 100 $0.51 Each of these transactions was executed on the Nasdaq Small Cap System. Other than the transactions described above, no other transactions with respect to the Common Stock were effected by Mr. Romer since June 28, 2002. (d) No person other than Mr. Romer has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by him. (e) Not applicable. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. None ________________________________________________________________________________ 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. January 23, 2003 (Date) /s/ Gordon Romer ---------------------------------------- (Signature) Gordon Romer ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).