<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amended and Restated
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.
------------------------------
(Name of Issuer)
Common Shares, par value $.01 per share
---------------------------------------
(Title and Class of Securities)
44041U102
---------
(CUSIP Number)
Thomas G. Berlin
37500 Eagle Road
Willoughby Hills, Ohio 44094
440-951-2655
------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 24, 2000
---------------
(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 9 Pages)
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CUSIP NO. 460499106 13D Page 2 of 9 Pages
---------
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas G. Berlin
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF, PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
131,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 81,600
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
131,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
81,600
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
213,100
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.4%
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TYPE OF REPORTING PERSON*
14
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 460499106 13D Page 3 of 9 Pages
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Berlin Capital Growth, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Ohio
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 81,600
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
81,600
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
81,600
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.8%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
<PAGE>
CUSIP NO. 460499106 13D Page 4 of 9 Pages
---------
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Berlin Financial, Ltd.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Ohio
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 81,600
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
81,600
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
81,600
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.8%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4
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This Amended and Restated Schedule 13D (this "Amended and Restated Schedule
13D") is hereby filed to amend, supplement and restate information with respect
to beneficial ownership of Common Shares, par value $.01 per share, of Horizon
Group Properties, Inc. that appeared in the Schedule 13D filed by Thomas G.
Berlin, one of the Reporting Persons (as defined in Item 2 below) on September
1, 2000 (the "Initial Filing"). This Amended and Restated Schedule 13D is filed
in order to provide certain information with respect to Berlin Capital Growth,
L.P. and Berlin Financial, Ltd. (together, the "New Reporting Persons"). All
references to Reporting Persons shall include the New Reporting Persons.
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) - (c) Pursuant to the rules and regulations under the Securities
Exchange Act of 1934 (the "Exchange Act"), this Amended and Restated Schedule
13D is filed on behalf of the individual, limited partnership and limited
liability company (the "Reporting Persons") described below. Although the
Reporting Persons are making this joint filing, neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists within the meaning of the Exchange Act.
The names, residence address and present principal occupation or
employment for the individual Reporting Person and the name, principal business
and address of the limited partnership and limited liability company are as
follows:
Thomas G. Berlin. Mr. Berlin's ("TGB") resident address is 37500
----------------
Eagle Road, Willoughby Hills, Ohio 44094. TGB is the sole member of Berlin
Financial, Ltd. ("BFL"), a registered investment adviser under the Investment
Advisers Act of 1940 ("Advisers Act"). BFL's address is 23811 Chagrin Blvd.,
Suite 275, Beachwood, Ohio 44122.
Berlin Financial, Ltd. BFL, an Ohio limited liability company, is a
---------------------
registered investment adviser under the Advisers Act. BFL's address is 23811
Chagrin Blvd., Suite 275, Beachwood, Ohio 44122.
Berlin Capital Growth, L.P. BCG, an Ohio limited partnership, is
--------------------------
primarily engaged in the business of investing and reinvesting in securities.
BCG's address is 23811 Chagrin Blvd., Suite 275, Beachwood, Ohio 44122. BFL is
the sole general partner of BCG. TGB, BCG and BFL are collectively referred to
as the "Reporting Persons".
(d)-(e) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has any of the Reporting Persons 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.
(f) TGB is a United Stated citizen.
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Item 3. Source and Amount of Funds or Other Consideration.
TGB purchased the TGB Shares (as defined in Item 5) with personal funds on
his own behalf. TGB purchased the BCG Shares (as defined in Item 5) on behalf
of BCG in his capacity as the sole member of BFL, the general partner of BCG,
with funds BCG received in connection with the sale of limited partnership
interests in transactions except from the registration requirements of the
Securities Act of 1933 under Rule 506.
Item 4. Purpose of Transaction.
(a)-(j) TGB purchased the TGB Shares solely for investment purposes. TGB
purchased the BCG Shares in his capacity as the sole member of BFL, the general
partner of BCG, solely for investment purposes for the benefit of the limited
partners of BCG.
The Reporting Persons do not have any present plan or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plan or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer; (e) any material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's business or
corporate structure; (g) changes in the Issuers charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the issuer by any person; (h) causing a class of securities of the
issuer to be delisted from a national securities exchange or to cease to be
quoted in an inter-dealer quotation of a registered national securities
association; (i) a class of equity securities of the issuer became eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of these enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) Although real Reporting Person disclaims beneficial ownership of
any Shares beneficially owned by each other Reporting Person, pursuant to the
rules and regulations of the Exchange Act, the Reporting Persons may be deemed
to own 213,100 Shares which represents 7.4% of the outstanding Shares.
Each person named in response to Item 2 has sole or shared power to
vote or to direct the vote and sole or share power to dispose or to direct the
disposition of Shares as follows:
Although BCG holds 81,600 Shares ("Partnership Shares"), it does not
have any power to vote or dispose of the Shares. Voting control of the Shares
is held by BFL, as general partner of BCG, and the power to dispose of the
Partnership Shares is held by BFL, as general partner of BCG.
BFL, the general partner of BCG, has the sole power to vote the 81,600
Shares held by BCG and has sole power to dispose of the 81,600 Shares, which
represent approximately 2.8% of the outstanding Shares. TGB is the sole member
of BFL.
TGB has the sole power to vote and to dispose of 131,500 Shares (the
"Individual Shares") which represent 4.6% of the outstanding Shares. In
addition, TGB is the sole member of BFL, the general partner of BCG, TGB has the
power to vote 81,600 shares held by BCG and has sole power to dispose of 81,600
Shares, which represent approximately 2.8% of the outstanding Shares.
(c) On the following dates, TGB purchased the following number of Shares
for the per Share price set forth below. Each such purchase was made solely for
investment purposes by TGB, was purchased through a customary broker transaction
and is included in the Individual Shares.
Page 6
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Date Number of Shares Per Share Purchase Price
------------------ ---------------- ------------------------
August 16, 2000 4,500 $3.3125
August 16, 2000 4,500 $3.3750
August 24, 2000 40,500 $3.0628
October 16, 2000 5,000 $4.0625
October 26, 2000 3,000 $3.8750
October 31, 2000 2,000 $3.8750
November 3, 2000 5,000 $3.6250
On the following dates, TGB, in his capacity as the sole member of BFL, the
general partner of BCG, purchased the following number of Shares for the Share
price set forth below. Each such purchase was made by TGB as sole member of
BFL, the general partner of BCG, on behalf of BCG, solely for investment
purposes, was purchased through a customary broker transaction and is included
in the Partnership Shares.
Date Number of Shares Per Share Purchase Price
------------------------ ---------------- ------------------------
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, 000 300 $3.1250
August 24, 2000 4,200 $3.1250
August 24, 2000 25,000 $3.0631
November 1, 2000 5,000 $3.8125
November 1, 2000 5,000 $3.8125
November 2, 2000 5,000 $3.7500
November 7, 2000 3,400 $3.5625
November 9, 2000 1,600 $3.5625
November 13, 2000 5,000 $3.5000
November 14, 2000 5,000 $3.5000
November 16, 2000 1,500 $3.3750
(d) Each of TGB (in his capacity as the sole member of the general partner
of BCG) and BFL (as the general partner of BCG) has the right to receive and the
power to direct the receipt of dividends from or the proceeds from the sale of
the Partnership Shares. However, each of TGB and BFL disclaim beneficial
ownership to the Partnership Shares and this Statement shall not be construed as
an admission that either of TGB or BFL 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." is hereby deleted in its entirety and replaced by
the following:
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Agreement of Limited Partnership of BCG, BFL, as the
sole general partner of BCG, has the sole power to dispose of and vote or
exercise all rights with respect to securities held on behalf of and in the name
of BCG, including the right to receive and the power to direct the receipt of
dividends from or
Page 7
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the proceeds from the sale of the Partnership Shares. Pursuant to the Operating
Agreement of BFL, TGB, as the sole member, has the sole power to dispose of and
vote or exercise all rights with respect to securities held on behalf of or in
the name of BFL, including the right to receive and the power to direct the
receipt of dividends from or the proceeds from the sale of the Partnership
Shares. Therefore, TGB, as the sole member of BFL, the general partner of BCG,
indirectly has the power to dispose of and to vote the Partnership Shares.
However, each of TGB and BFL disclaim beneficial ownership of the Partnership
Shares and neither this Amended and Restated Schedule 13D nor the statements
made herein shall be construed as an admission that either of TGB or BFL is the
beneficial owner of any securities covered by this Amended and Restated Schedule
13D.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 8
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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.
Date: November 17, 2000
/s/ Thomas G. Berlin
-----------------------------------
Thomas G. Berlin
BERLIN CAPITAL GROWTH, L.P.
By: Berlin Financial, Ltd., its General Partner
By: /s/ Thomas G. Berlin
--------------------------------
Thomas G. Berlin, Sole Member
BERLIN FINANCIAL, LTD.
By: /s/ Thomas G. Berlin
--------------------------------
Thomas G. Berlin, Sole Member
Page 9
