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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
THE FINISH LINE INC
(Name of Issuer)
COMMON STOCK - CLASS A, PAR VALUE $.01
(Title of Class of Securities)
317923100
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("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).
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High Rock Capital LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 793,700
SHARES -----------------------------------------------
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 953,600
-----------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
954,800 shares (see Item 4(a) of attached Schedule)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High Rock Asset Management LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,200
SHARES -----------------------------------------------
BENEFICIALLY OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,200
-----------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
954,800 shares (see Item 4(a) of attached Schedule)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
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Schedule 13G
Item 1(a). Name of Issuer: The Finish Line Inc
Item 1(b). Address of Issuer's Principal Executive Offices:
3308 N. Mitthoeffer Road
Indianapolis, Indiana 46236
Item 2(a). Names of Persons Filing: High Rock Capital LLC ("HRC") and
High Rock Asset Management LLC ("HRAM")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of HRC and HRAM
is 28 State Street, 18th Floor, Boston, MA 02109.
Item 2(c). Citizenship: Each of HRC and HRAM is a limited liability
company organized under the laws of the state of Delaware.
Item 2(d). Title of Class of Securities: Common Stock - Class A, Par
Value $.01
Item 2(e). CUSIP Number: 317923100
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act);
(b) [_] Bank as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [_] Investment company registered under Section 8 of
the Investment Company Act of 1940;
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check
this box. [_]
Item 4. Ownership.
(a) Amount Beneficially Owned: Each of HRC and HRAM may
be deemed to beneficially own 954,800 shares as of
December 31, 1999.
HRC was the record owner of 953,600 shares as of
December 31, 1999. HRAM was the record owner of 1,200
shares as of December 31, 1999. (The shares held of
record by HRC and HRAM are referred to collectively
herein as the "Record Shares.") By virtue of their
relationship as affiliated limited liability
companies with the same individual as President, each
of HRC and HRAM may be deemed to beneficially own all
of the Record Shares. Hence, each of HRC and HRAM may
be deemed to beneficially own 954,800 shares as of
December 31, 1999.
(b) Percent of Class: HRC: 5.1%; HRAM: 0.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
HRC: 793,700 shares
HRAM: 1,200 shares
(ii) shared power to vote or to direct the vote:
HRC: 0 shares
HRAM: 0 shares
(iii) sole power to dispose or to direct the
disposition of:
HRC: 953,600 shares
HRAM: 1,200 shares
(iv) shared power to dispose or to direct the
disposition of:
HRC: 0 shares
HRAM: 0 shares
Each of HRC and HRAM expressly disclaims beneficial ownership
of any shares of The Finish Line Inc, except, in the case of
HRC, for the 953,600 shares that it holds of record and, in
the case of HRAM, for the 1,200 shares that it holds of
record.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURES
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: February 14, 2000
HIGH ROCK CAPITAL LLC
By: High Rock Capital LLC
By: /s/ David L. Diamond
______________________
David L. Diamond,
President
HIGH ROCK ASSET MANAGEMENT LLC
By: /s/ David L. Diamond
______________________
David L. Diamond,
President
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Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of The Finish Line Inc.
This agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 14th day of February, 2000.
HIGH ROCK CAPITAL LLC
By: High Rock Capital LLC
By: /s/ David L. Diamond
______________________
David L. Diamond,
President
HIGH ROCK ASSET MANAGEMENT LLC
By: High Rock Asset Management LLC
By: /s/ David L. Diamond
______________________
David L. Diamond,
President
