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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Horizon Group Properties, Inc.
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(Name of Issuer)
Common Shares, par value $.01 per share
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(Title and Class of Securities)
44041U102
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(CUSIP Number)
Thomas G. Berlin
37500 Eagle Road
Willoughby Hills, Ohio 44094
440-951-2655
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 24, 2000
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(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 copes 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 4 Pages)
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CUSIP NO.460499106 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas G. Berlin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
118,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 53,100
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OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
118,000
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10 SHARED DISPOSITIVE POWER
53,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,100 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON*
IN, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The name of the issuer is Horizon Group Properties, Inc., a Maryland
corporation (the "Issuer"), which has its principal executive offices at 77 West
Wacker Drive, Suite 4200, Chicago, Illinois 60601. The title of the securities
to which this Statement relates is the Issuer's Common Shares, par value $.01
per share (the "Shares").
Item 2. Identity and Background.
(a) The name of the reporting person is Thomas G. Berlin.
(b) The Reporting Person's residence address is 37500 Eagle Road,
Willoughby Hills, Ohio 44094.
(c) The Reporting Person's principal occupation is investment adviser. The
principal business where such employment is conducted is Berlin Financial, Ltd.
The address of Berlin Financial, Ltd. is 23811 Chagrin Blvd., Suite 275,
Beachwood, Ohio 44122.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
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 of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased the Capital Shares (as defined in Item 5) in
his capacity as the General Partner of Berlin Capital Growth, L.P. The purchase
of the Capital Shares was made by the Reporting Person on behalf of Berlin
Capital Growth, L.P. in the Reporting Person's capacity as the General Partner
of Berlin Capital Growth, L.P. and with funds provided by Berlin Capital Growth,
L.P.
Item 4. Purpose of Transaction.
(a)-(j) The Reporting Person purchased the Capital Shares in his capacity
as the General Partner and solely for investment purposes on behalf of Berlin
Capital Growth, L.P. The Reporting Person purchased the TGB Shares (as defined
below) solely for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person has beneficial ownership of 171,100 Shares (the
"Berlin Shares"). The Berlin Shares constitute 6.0% of the Shares outstanding
as of the Issuer's most recent available filing.
(b) The Reporting Person has the sole power to vote or to direct the vote
or to dispose of or direct the disposition of 118,000 Shares (the "TGB Shares").
The Reporting Person and Berlin Capital Growth, L.P., a partnership in which the
Reporting Person is the General Partner, have the shared power to vote or to
direct the vote or to dispose of or direct the disposition of 53,100 Shares (the
"Capital Shares").
(c) On the following dates the Reporting Person purchased the following
number of Shares for the per Share price set forth below. Each such purchase
was purchased solely for investment purposes by the Reporting Person, was
purchased through a customary broker transaction and are included in the TGB
Shares.
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Date Number of Shares Per Share Purchase Price
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August 16, 2000 4,500 $3.3125
August 16, 2000 4,500 $3.3750
August 24, 2000 40,500 $3.0628
On the following dates the Reporting Person purchased the following number of
Shares for the per Share price set forth below. Each such purchase was
purchased by the Reporting Person as the General Partner of Berlin Capital
Growth, L.P., solely for investment purposes, was purchased through a customary
broker transaction and are included in the Capital Shares.
Date Number of Shares Per Share Purchase Price
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June 30, 2000 4,500 $3.3225
July 24, 2000 3,500 $3.3750
July 25, 2000 300 $3.3750
July 28, 2000 700 $3.3750
August 1, 2000 1,500 $3.5000
August 7, 2000 1,500 $3.3750
August 8, 2000 500 $3.3750
August 10, 2000 4,000 $3.3750
August 23, 2000 300 $3.1250
August 24, 2000 4,200 $3.1250
August 24, 2000 25,000 $3.0631
(d) Berlin Capital Growth, L.P. has the right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of the
Capital Shares. However, the Reporting Person disclaims beneficial ownership to
the Capital Shares and this Statement shall not be construed as an admission
that the Reporting Person is the beneficial owner of any securities covered by
this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person is the General Partner of Berlin Capital Growth, L.P.,
the owner of the Capital Shares. Through an agreement between the Reporting
Person and Berlin Capital Growth, L.P., the Reporting Person has shared power to
dispose or to direct the disposition of and shares power to vote or direct the
vote of such Capital Shares. However, the Reporting Person disclaims
beneficial ownership to the Capital Shares and this Statement shall not be
construed as an admission that the Reporting Person is the beneficial owner of
any securities covered by this Statement.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
Date: September 1, 2000
By: /s/ Thomas G. Berlin
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Thomas G. Berlin
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