SHAPIRO CAPITAL MANAGEMENT CO INC /ADV
SC 13D/A, 1999-09-02
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                 SCHEDULE 13D/A
                                 (RULE 13D-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D2(A)
                                (AMENDMENT NO. 3)

                      RAWLINGS SPORTING GOODS COMPANY, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    754459105
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                           Shapiro Capital Management Company, Inc.
                           Samuel R. Shapiro, President
                           3060 Peachtree Road, N.W., Suite 1555,
                           Atlanta, Georgia  30305
                           PHONE: (404) 842-9600
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 AUGUST 25, 1999
- --------------------------------------------------------------------------------
             (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 Rule 13d-1(e), 13d-1(f) or 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
         Rule 13d-7(b) for other parties to whom copies are to be sent.
                         (Continued on following pages)
                               (Page 1 of 6 Pages)



- --------
(1) 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).



<PAGE>


CUSIP No.  754459105                                13D        Page 2 of 6 Pages
           ---------





1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. -- ID NO.  58-1831070

2.  CHECK THE APPROPRIATE BOX
     IF A MEMBER OF A GROUP*                                     (a) |_|
                                                                 (b) |_|

3.  SEC USE ONLY

4.  SOURCE OF FUNDS*
             OO

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
    REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                           |_|

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. IS A GEORGIA CORPORATION

NUMBER OF                 7.       SOLE VOTING POWER                          0
SHARES
BENEFICIALLY              8.       SHARED VOTING POWER                  762,800
OWNED BY EACH REPORTING
PERSON WITH               9.       SOLE DISPOSITIVE POWER                     0

                          10.      SHARED DISPOSITIVE POWER             762,800

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    762,800

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    |_|
    EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.66%

14. TYPE OF REPORTING PERSON*
      IA



<PAGE>


CUSIP No.  754459105                                13D        Page 3 of 6 Pages
           ---------


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    SAMUEL R. SHAPIRO -- S.S. NO. ###-##-####

2.  CHECK THE APPROPRIATE BOX
     IF A MEMBER OF A GROUP*                                     (a) |_|
                                                                 (b) |_|

3.  SEC USE ONLY

4.  SOURCE OF FUNDS*
         OO
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
    REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                           |_|

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    SAMUEL R. SHAPIRO IS A UNITED STATES CITIZEN

NUMBER OF                 7.       SOLE VOTING POWER                          0
SHARES
BENEFICIALLY              8.       SHARED VOTING POWER                  762,800
OWNED BY EACH REPORTING
PERSON WITH               9.       SOLE DISPOSITIVE POWER                     0

                          10.      SHARED DISPOSITIVE POWER             762,800

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    762,800

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    |_|
    EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.66%

14. TYPE OF REPORTING PERSON*
      IN



<PAGE>


CUSIP No.  754459105                                13D        Page 4 of 6 Pages
           ---------



1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    THE KALEIDOSCOPE FUND, LP -- ID NO.  58-2126127

2.  CHECK THE APPROPRIATE BOX IF A MEMBER
     OF A GROUP*                                                 (a) |_|
                                                                 (b) |_|

3.  SEC USE ONLY

4.  SOURCE OF FUNDS*
             WC

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
    REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                           |_|

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    THE KALEIDOSCOPE FUND IS A GEORGIA LIMITED PARTNERSHIP

NUMBER OF                 7.       SOLE VOTING POWER                      24,500
SHARES
BENEFICIALLY              8.       SHARED VOTING POWER                         0
OWNED BY EACH REPORTING
PERSON WITH               9.       SOLE DISPOSITIVE POWER                 24,500

                          10.      SHARED DISPOSITIVE POWER                    0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    24,500

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                    |_|
    EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0.31%

14. TYPE OF REPORTING PERSON*
       PN



<PAGE>

         This statement constitutes Amendment No. 3 (the "Amendment") to the
statement on Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on May 3, 1999, as amended by Amendment No. 1 filed with the
Commission on July 26, 1999 and by Amendment No. 2 filed with the Commission on
August 19, 1999 (the "Second Amendment"), by Shapiro Capital Management, Inc.
(the "Company"), Samuel R. Shapiro, and The Kaleidoscope Fund, Limited
Partnership (the "Fund") with respect to their ownership of common stock of
Rawlings Sporting Goods Company, Inc. (the "Issuer").

ITEM 1.  SECURITY AND ISSUER.

         Nothing to Amend.

ITEM 2.  IDENTITY AND BACKGROUND.

         The aggregate number and percentage of the Issuer's securities to which
this Amendment relates is 762,800 representing 9.66% of the Issuer's
outstanding Shares. The beneficial ownership reported by Samuel R. Shapiro and
Shapiro Capital Management Company, Inc. relates to the same Shares of the
Issuer and include the Shares of the Issuer reported herein as beneficially
owned by the Fund. As of August 31, 1999, neither the Company nor Mr. Shapiro
owned any Shares of the Issuer for its or his own account.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The net investment cost is $9,330,193.22 for the 962,600 Shares
reported in this Amendment. The consideration for the acquisition of the
Shares was obtained from client accounts of the Company and working capital of
the Fund, respectively. The Company did not purchase any of the Shares with
borrowed funds. The Fund at times uses leverage to purchase securities and in
conjunction therewith maintains a margin account with NationsBanc Montgomery
Securities LLC.

ITEM 4.  PURPOSE OF TRANSACTION.

         Nothing to Amend.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover
page hereto for each of the Company, the Fund and Mr. Shapiro is incorporated
herein by reference. A summary of purchases and sales of Shares that are
reflected in this Amendment and made since the First Amendment was filed is set
forth in Schedule 1 hereto. With respect to the Company and Mr. Shapiro, all
such transactions were effected in accounts of clients of the Company.

ITEM 6.  CONTRACT, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
         SECURITIES OF THE ISSUER.

         Nothing to Amend.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.

         Nothing to Amend.


                                        5
<PAGE>



                                    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.

                                   Shapiro Capital Management Company, Inc.

                                   By:  /S/  SAMUEL R. SHAPIRO
                                        --------------------------------
                                            Samuel R. Shapiro, President


                                        /S/  SAMUEL R. SHAPIRO
                                        ------------------------------------
                                             Samuel R. Shapiro, individually


                                   The Kaleidoscope Fund, Limited Partnership

                                   By:  Shapiro Capital Management Company, Inc.
                                            Its:  General Partner

                                   By:  /S/ SAMUEL R. SHAPIRO
                                        --------------------------------
                                            Samuel R. Shapiro, President



Date: September 1, 1999


                                       6


<PAGE>






                                   SCHEDULE 1

<TABLE>
<CAPTION>

Sale Information for Shapiro Capital Management Company, Inc. No purchases of
the Issuer's shares were made since the Second Amendment was filed. The Company
did not sell any shares on behalf of the Fund since the Second Amendment was
filed.


Date                     Data                          Total
- ----                     ----                          -----

<C>                      <S>                            <C>
08-19-99                 Sum of Quantity                    100
                         Average of Ave Price            $ 8.87
- ---------------------------------------------------------------
08-20-99                 Sum of Quantity                 12,500
                         Average of Ave Price            $ 9.74
- ---------------------------------------------------------------
08-23-99                 Sum of Quantity                  1,200
                         Average of Ave Price            $ 9.47
- ---------------------------------------------------------------
08-24-99                 Sum of Quantity                  2,300
                         Average of Ave Price            $ 9.39
- ---------------------------------------------------------------
08-25-99                 Sum of Quantity                160,800
                         Average of Ave Price            $10.11
- ---------------------------------------------------------------
08-26-99                 Sum of Quantity                 15,700
                         Average of Ave Price            $10.69
- ---------------------------------------------------------------
08-27-99                 Sum of Quantity                  5,000
                         Average of Ave Price            $10.81
- ---------------------------------------------------------------
Total Sum of Quantity                                   197,600
- ---------------------------------------------------------------
Total Average of Avg Price                               $10.07
- ---------------------------------------------------------------

</TABLE>







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