CUSIP NO. 392775102 Page 1 of 10
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
DANIEL GREEN COMPANY
(Name of Issuer)
Common Stock
(Title of Class Securities)
392775102
(CUSIP Number)
James R. Riedman, President
Riedman Corporation
1080 Pittsford-Victor Road, Suite 301
Pittsford, New York 14534
(716) 232-4424
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
December 4, 2001
(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 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 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 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. 392775102 Page 2 of 10
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riedman Corporation
16-0807638
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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(7) SOLE VOTING POWER
316,355 (includes currently exercisable options
to purchase 125,000 shares of Common Stock)
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NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH -------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
316,355 (See Item 7 above)
-------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,355 (See Item 7 above)
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP NO. 392775102 Page 3 of 10
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Riedman
078-52-5116
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /X/
(b) / /
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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(7) SOLE VOTING POWER
614,304 (includes currently
exercisable options to purchase
75,000 shares and a right to convert
a Note (until paid) to 203,804
shares)
-------------------------------------------------------
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 764,486 Beneficial Ownership Disclaimed
WITH -------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
614,304 (see 7 above)
-------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
764,486 Beneficial Ownership Disclaimed
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,304 (see 7 above)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
/X/ 764,486 shares as to which Beneficial
Ownership is Disclaimed
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP NO. 392775102 Page 4 of 10
Item 1. Security and Issuer.
This Schedule relates to shares of the Common Stock, par value $2.50 per
share ("Common Stock") of Daniel Green Company (the "Issuer"). The Issuer's
principal executive office is located at 450 North Main Street, Old Town, Maine
04468.
Item 2. Identity and Background.
This statement is submitted by Riedman Corporation, a corporation organized
under the laws of the State of New York. Riedman Corporation is a holding
company whose principal business until January 2001 was insurance brokerage. Its
principal business and office address is 45 East Avenue, Rochester, New York
14604. Riedman Corporation has not, during the last five years, been convicted
in a criminal proceeding and has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it is or was subject 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.
Listed below are the names, business addresses and occupational information
for: (a) each executive officer and director of Riedman Corporation, (b) each
person controlling Riedman Corporation, and (c) each executive officer and
director of any corporation or other person ultimately in control of Riedman
Corporation. To the best of the knowledge of Riedman Corporation, each of the
following individuals has not, during the last five years, been convicted in a
criminal proceeding and has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which it is or was subject 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.
John R. Riedman
45 East Avenue
Rochester, New York 14604
Chairman, Chief Executive Officer, Treasurer, Director and Controlling
Person of Riedman Corporation, whose principal business and address is
set forth above.
James R. Riedman
1080 Pittsford-Victor Road, Suite 301
Pittsford, New York 14534
President and Director of Riedman Corporation and Chairman and CEO of
Issuer, whose principal business and address is set forth above.
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CUSIP NO. 392775102 Page 5 of 10
Janet H. Ruff
45 East Avenue
Rochester, New York 14604
Secretary and Director of Riedman Corporation, whose principal business
and address is set forth above.
Geoffrey Weaver
45 East Avenue
Rochester, New York 14604
Chief Financial Officer of Riedman Corporation, whose principal
business and address is set forth above.
This statement is also submitted by James R. Riedman, the required
information for whom is set forth above.
The Retirement Committee of the Daniel Green Company Retirement Savings
Partnership Plan (see Item 3) is composed of two of the directors of the Issuer,
including James R. Riedman. The Plan filed an Amendment No. 2 to its Schedule
13G dated July 16, 2001.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. Five to Schedule 13D is filed to reflect the following
transactions:
1. The transfer from Riedman Corporation to James R. Riedman of 285,000
shares of the Issuer's common stock.
2. Transfer by James R. Riedman to a limited liability company, of which he
and his minor children are members, and he is the sole manager, of the Issuer's
Subordinated Convertible $750,000 Note to him which is convertible to 203,804
shares of common stock.
3. The purchase by James R. Riedman of 10,000 shares of Issuer's common
stock between December 4 and December 6, 2001 at prices from $4.29 to $4.31 per
share; and the purchase by James R. Riedman and Karen Riedman, his wife, of
5,000 shares of Issuer's common stock on December 6, 2000 at $4.30 per share.
Mr. Riedman is an officer, director and shareholder of Riedman Corporation,
the beneficial owner of 316,355 shares. He is also a member of the Retirement
Committee of the Daniel Green Company Retirement Savings Partnership Plan which
owns 448,131 shares.
Previous acquisitions by Riedman Corporation and James Riedman are as
follows:
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CUSIP NO. 392775102 Page 6 of 10
(a) Between October, 1992 and August, 1993, Riedman Corporation purchased
an aggregate of 33,000 shares of Common Stock at prices ranging from $3.75 to
$5.50 per share for an aggregate consideration of $154,893.
(b) On June 26, 1996, Riedman Corporation purchased an additional 475,000
newly-issued shares of Common Stock for $3.16 per share for an aggregate
consideration of $1,500,000. Riedman Corporation immediately resold 31,645 of
such shares to Warren J. Reardon, III, the President of the Issuer, for $3.16
per share for an aggregate consideration of $100,000.
(c) James R. Riedman purchased 1,000 shares of Common Stock in October,
1992 for $3.75 per share for an aggregate consideration of $3,750.
(d) James R. Riedman purchased 7,500 shares of Common Stock on November 26,
1996 for $3.25 per shares for an aggregate consideration of $24,375.
(e) In May, 1993, John Riedman gifted 1,000 shares of Common Stock to each
of two of James R. Riedman's minor children.
(f) On November 4, 1996 John Riedman purchased 5,700 shares of Common Stock
for $3.25 per share for an aggregate consideration of $18,525 and immediately
gifted such shares to three of James R. Riedman's minor children.
(g) On July 17, 1997 the Board of Directors of Daniel Green Company granted
Riedman Corporation an option to purchase 25,000 shares of common stock for 10
years at an exercise price of $4.75 per share in consideration of a bridge loan
of One Million Dollars to the Issuer from Riedman Corporation.
(h) On September 1, 1999 the Board of Directors of the Issuer granted
Riedman Corporation an option to purchase 50,000 shares of common stock for 10
years at an exercise price of $4.00 per share in consideration of Riedman
Corporation's guarantee of the Company's indebtedness to M&T Bank to the extent
of the first One Million Dollars.
(i) On January 19, 2001 the Board of Directors of the Issuer granted
Riedman Corporation an option to purchase 50,000 shares of common stock for 10
years at an exercise price of $4.75 per share in consideration of Riedman
Corporation's guarantee of the Issuer's additional indebtedness to M&T Bank of
$2.8 million.
(j) On April 11, 2001 the Board of Directors of Issuer granted James R.
Riedman an option to purchase 25,000 shares of common stock for 10 years at an
exercise price of $3.68 per share in consideration of his loan of $750,000 to
the Issuer evidenced by a Convertible Subordinated Promissory Note convertible
into 203,804 shares of common stock.
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CUSIP NO. 392775102 Page 7 of 10
(k) On May 31, 2001 the Board of Directors of Issuer granted James R.
Riedman an option to purchase 50,000 shares of common stock for 10 years at an
exercise price of $3.50 per share in consideration of his guarantee of an
additional $2.0 million of Issuer's indebtedness to M&T Bank.
(l) On June 1, 2001 the Trustee of the Daniel Green Company Retirement
Savings Partnership Plan purchased 330,097 shares of common stock from Issuer
for $5.15 per share, the value determined by an independent appraiser. James R.
Riedman is a member of the Retirement Plan Committee of the Plan which has sole
power to vote and to dispose of these and 61,112 shares previously owned, less
4,278 shares redeemed. The source of the funds was the termination of the
pension plan of Issuer's subsidiary, Penobscot Shoe Company.
The source of funds for Riedman Corporation's purchases was working
capital, and the sources of funds for James R. Riedman's and John Riedman's
purchases were their personal funds. None of the options has been exercised and
the Convertible Subordinated Promissory Note has not been converted or paid.
Item 4. Purpose of the Transaction
The purpose of the transactions were as follows:
1. The transfer of 285,000 shares from Riedman Corporation to James R.
Riedman was for investment.
2. The transfer of the Subordinated Convertible $750,000 Note was for
investment and estate planning.
3. The purchase of 15,000 shares by Mr. Riedman (and his wife) was made for
investment.
Item 5. Interest in Securities of the Issuer
(a) Riedman Corporation beneficially owns 316,355 shares of Common Stock
(which includes the currently exercisable Options to purchase 125,000 shares of
Common Stock), representing 15.2% of the issued and outstanding shares of Common
Stock. James R. Riedman beneficially owns 614,304 shares of Common Stock,
representing 27.4% of the issued and outstanding shares of Common Stock (and
disclaims beneficial ownership of 38,270 of those shares owned by his minor
children who reside with him). The Daniel Green Company Retirement Savings
Partnership Plan owns 448,131 shares of Common Stock for the benefit of
participants in the Plan, being eligible employees of the Issuer.
(b) Riedman Corporation has the sole power to vote and sole power to
dispose of 316,355 shares of Common Stock, and James R. Riedman has the sole
power to vote and sole power to dispose of 614,304 shares of Common Stock. James
R. Riedman, as a director of
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CUSIP NO. 392775102 Page 8 of 10
Riedman Corporation shares the power to vote and to dispose of the 316,355
shares beneficially owned by Riedman Corporation. As a member of the Retirement
Committee of the Daniel Green Company Retirement Savings Partnership Plan he
shares the power to vote and to dispose of the 448,131 shares beneficially owned
by the Plan. Mr. Riedman disclaims beneficial ownership of all shares of Common
Stock over which he shares power to vote and dispose of such shares.
(c) See Item 3 for a description of all transactions in the Common Stock
within the last 60 days.
(d) None.
(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
Exhibit 99-1 - Joint Filing Agreement.
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CUSIP NO. 392775102 Page 9 of 10
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.
Dated: December 12, 2001
RIEDMAN CORPORATION
By: /s/ James R. Riedman
-------------------------
Name: James R. Riedman
Title: President
/s/ James R. Riedman
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James R. Riedman
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