Schedule 13D Amendment No. 10

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A18McYAxrmhdcxHiKz004mJxbn7w8aE8XW+PZppKvYkxmYQ/v80R+WuG/RlcgYug 5BeyrHs0CRL2fHXo0XUu7w== 0001193125-08-238507.txt : 20081118 0001193125-08-238507.hdr.sgml : 20081118 20081118152605 ACCESSION NUMBER: 0001193125-08-238507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 GROUP MEMBERS: JAMES R. RIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX FOOTWEAR GROUP INC CENTRAL INDEX KEY: 0000026820 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 150327010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36674 FILM NUMBER: 081198244 BUSINESS ADDRESS: STREET 1: 5840 EL CAMINO REAL STREET 2: SUITE 106 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 760-602-9688 MAIL ADDRESS: STREET 1: 5840 EL CAMINO REAL STREET 2: SUITE 106 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: GREEN DANIEL CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIEDMAN CORP CENTRAL INDEX KEY: 0001017836 IRS NUMBER: 160807638 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 EAST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14604 BUSINESS PHONE: 7162324424 MAIL ADDRESS: STREET 1: 45 EAST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14604 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 10 Schedule 13D Amendment No. 10


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

PHOENIX FOOTWEAR GROUP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71903M 10 0

(CUSIP Number)

James R. Riedman, President

Riedman Corporation

c/o Phoenix Footwear Group, Inc.

5759 Fleet Street, Suite 220

Carlsbad, California 92008

(760) 602-9688

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 11, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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 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 (“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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


1.	Name of Reporting Person: Riedman Corporation	I.R.S. Identification Nos. of above persons (entities only): 16-0807638
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
3.	SEC Use Only:
4.	Source of Funds (See Instructions): N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):		¨
6.	Citizenship or Place of Organization: New York


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 632,710 (includes currently exercisable options to purchase 250,000 shares of Common Stock)
		8. Shared Voting Power: 0
		9. Sole Dispositive Power: 632,710 (See Item 7 above)
		10. Shared Dispositive Power: 0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 632,710 (See Item 7 above)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13.	Percent of Class Represented by Amount in Row (11): 7.3%
14.	Type of Reporting Person (See Instructions): CO


1.	Name of Reporting Person: James R. Riedman	I.R.S. Identification Nos. of above persons (entities only): ###-##-####
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
3.	SEC Use Only:
4.	Source of Funds (See Instructions): PF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):		¨
6.	Citizenship or Place of Organization: U.S.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power: 1,143,906 (includes currently exercisable options to purchase 332,306 shares)
		8. Shared Voting Power: 1,537,165 Beneficial Ownership Disclaimed (includes currently exercisable options to purchase 250,000 shares)
		9. Sole Dispositive Power: 1,161,331
		10. Shared Dispositive Power: 1,519,740


11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,681,071
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	¨
13.	Percent of Class Represented by Amount in Row (11): 29.9%
14.	Type of Reporting Person (See Instructions): IN

TABLE OF CONTENTS


Item 1. Security and Issuer		5
Item 3. Source and Amount of Funds or Other Consideration		5
Item 4. Purpose of the Transaction		5
Item 5. Interest in Securities of the Issuer		6
Item 7. Material to Be Filed as Exhibits		6
Signature		7
EXHIBIT 99.1
EXHIBIT 99.2

Item 1.

Security and Issuer.

This Schedule 13D (Amendment No. 10) relates to shares of the Common Stock, par value $.01 per share (“Common Stock”) of Phoenix Footwear Group, Inc. (the “Issuer”) and amends and supplements Schedule 13D (Amendment No. 9) filed on November 28, 2005. The Issuer’s principal executive office is located at 5759 Fleet Street, Suite 220, Carlsbad, California 92008.

Item 3.

Source and Amount of Funds or Other Consideration.

This Amendment No. 9 to Schedule 13D of James R. Riedman and Riedman Corporation is made to report the following events which have occurred since November 28, 2005, the filing date of Amendment No. 9 to Schedule 13D:

(a) Additional shares have been allocated to the account of Mr. Riedman under the Issuer’s benefit plans as follows: 1,650 in 2006 (net of fees); and 1,882 in 2007 (net of fees).

(b) Mr. Riedman purchased shares of common stock using personal funds. The purchases were made on the following dates in open market transactions and involved and related to the following number of shares at the following prices: May 25, 2006 – 5,000 shares ($4.93 per share ); May 30, 2006 – 3,000 shares ($4.79 per share); May 31, 2006 – 4,500 shares ($4.76 per share); November 16, 2006 – 47,000 shares ($3.83 per share); November 30, 2006 – 3,000 shares ($4.18 per share); August 16, 2007 – 36,000 shares ($3.00 per share); August 16, 2007 – 2,000 shares ($3.10 per share); August 16, 2007 – 7,000 shares ($3.20 per share); August 20, 2007 – 800 shares ($3.05 per share); August 21, 2007 – 1,500 shares ($3.25 per share); August 24, 2007 – 18,000 shares ($3.3989 per share); May 9, 2008 – 2,300 shares ($1.72 per share); and May 12, 2008 – 17,700 shares ($1.96 per share).

Item 4.

Purpose of the Transaction.

Item 4 is hereby replaced and superseded in its entirety by the following description:

On November 11, 2008, the Issuer issued a press release announcing that it has formed a Special Committee of independent outside directors to consider strategic opportunities, including proposals for the acquisition of the Company or one or more of its divisions, in an effort to enhance stockholder value, all as more particularly described in the press release attached hereto as Exhibit 99.2. Mr. Riedman has decided to evaluate and explore any and all options available to him regarding his investment in the Issuer, including but not limited to forming a group and making a proposal to the Special Committee of the Board of Directors of the Issuer. Mr. Riedman is unable to predict the outcome of this evaluation and review.

Item 5.

Interest in Securities of the Issuer.

(a) As of November 11, 2008, the Issuer had 8,382,762 shares of Common Stock outstanding according to its Quarterly Report on Form 10-Q filed August 12, 2008. Riedman Corporation beneficially owns 632,710 shares of Common Stock (which includes the currently exercisable Options to purchase 250,000 shares of Common Stock), representing 7.3% of the issued and outstanding shares of Common Stock. James R. Riedman beneficially owns 2,681,071 shares of Common Stock (which includes currently exercisable options to purchase 332,306 shares of Common Stock), representing 29.9% of the issued and outstanding shares of Common Stock (and disclaims beneficial ownership of 1,519,740 of the shares owned directly or indirectly through CE Capital, LLC, by his children who reside with him, Riedman Corporation and under the Plan). The Phoenix Footwear Group, Inc. Retirement Savings Plan owns 373,310 shares of Common Stock for the benefit of participants in the Plan, being eligible employees of the Issuer (see (b) following), which includes 17,425 shares allocated to Mr. Riedman.

(b) Riedman Corporation has the sole power to vote and sole power to dispose of 632,710 shares of Common Stock, and James R. Riedman has the sole power to vote 1,143,906 shares and sole power to dispose of 1,161,331 shares of Common Stock. James R. Riedman, as a director of Riedman Corporation shares the power to vote and to dispose of the 632,710 shares beneficially owned by Riedman Corporation. As a member of the Retirement Committee of the Plan he shares the power to vote the 373,310 shares beneficially owned by the Plan, including 71,049 shares not yet allocated by the Plan to its participants and has sole power to dispose of the 17,425 shares in the Plan which have been allocated to his account. 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 since the filing of Amendment No. 9 to this Schedule 13D on November 28, 2005.

(d) None.

(e) Not Applicable.

Item 7.

Material to Be Filed as Exhibits.

The exhibits filed as part of this Schedule 13D are as follows:


Exhibit No.		Description

99.1		Joint Filing Agreement

99.2		Press Release

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: November 13, 2008


RIEDMAN CORPORATION

By:		/s/ James R. Riedman
Name:		James R. Riedman
Title:		President

/s/ James R. Riedman

James R. Riedman

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 99.1

Joint Filing Agreement

The undersigned agree to file jointly with the U.S. Securities and Exchange Commission the Schedule 13D, and all amendments thereto, required by Commission Rules with respect to their ownership of Phoenix Footwear Group, Inc. Common Stock, par value $.01 per share.

Dated: November 13, 2008


RIEDMAN CORPORATION

By:		/s/ James R. Riedman
		James R. Riedman, President

/s/ James R. Riedman

James R. Riedman

EX-99.2 3 dex992.htm PRESS RELEASE Press Release

EXHIBIT 99.2

Phoenix Footwear Group, Inc.

PHOENIX FOOTWEAR ANNOUNCES FORMATION OF SPECIAL

COMMITTEE TO CONSIDER STRATEGIC ALTERNATIVES

(Carlsbad, California – November 11, 2008) — Phoenix Footwear Group, Inc. (NYSE Alternext US: PXG) (the “Company”) today announced that its Board of Directors formed a Special Committee of independent outside directors to consider strategic opportunities, including proposals for the purchase of the Company or one or more of its divisions, in an effort to enhance stockholder value. In this regard, James R. Riedman, the Company’s Chairman of the Board, and the Company’s largest stockholder, has expressed an interest in forming a group to make a proposal to the Special Committee.

The Special Committee is authorized to negotiate on behalf of the Board of Directors and to consider, pursue and accept or reject any proposals received from the Riedman Group or any third party, subject to required stockholder approval. The Special Committee’s members include Steven DePerrior, Gregory Harden, John Kratzer and Fred Port. The Committee has retained BB&T Capital Markets, a division of Scott & Stringfellow, Inc., as its independent financial advisor to assist it in its work. The Committee has also retained independent legal counsel.

The Special Committee cautions the Company’s stockholders and others considering trading in its securities that it has not received a proposal of any kind at this time and there can be no assurance that any definitive offer will be made, that any definitive agreement will be executed or if a definitive offer is received, that any transaction will be approved or consummated.

The Special Committee does not intend to provide ongoing disclosure with respect to the progress of its work unless a definitive agreement is approved and executed unless the Committee believes disclosure is otherwise appropriate.

About Phoenix Footwear Group, Inc.

Phoenix Footwear Group, Inc., headquartered in Carlsbad, California, designs, develops and markets a diversified selection of men’s and women’s dress and casual footwear, belts, and other accessories. The Company’s moderate-to-premium priced brands include the Tommy Bahama Footwear®, Trotters®, SoftWalk®, Strol®, H.S. Trask®, and Chambers Belts®. Emphasizing quality, fit and traditional and authentic designs, these brands are primarily sold through department stores, specialty retailers, mass merchants and catalogs. Phoenix Footwear Group, Inc. is traded on the NYSE Alternext US, which was formerly American Stock Exchange, under the symbol PXG.

Forward-Looking Statements

All statements regarding the Company’s expected plans are forward-looking statements and include, without limitation, statements related to the potential submission of a proposal for the purchase of the Company or one or more of its divisions, the Company’s decision to explore a possible sale of the Company and other strategic opportunities, and the Special Committee’s engagement of a financial advisor. The words “anticipates,” “will,” “expects,” “intends” and words of similar meaning identify forward-looking statements. Forward-looking statements also include representations of the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including the Company’s ability to successfully implement a strategic opportunity, the decision by the Company to explore one or more strategic opportunities, whether a strategic opportunity could result in enhanced stockholder value and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this report, and the Company expressly disclaims any obligation to release publicly any update or revision to any forward-looking statement contained herein if there are changes in the Company’s expectations or if any events, conditions or circumstances on which any such forward-looking statement is based.


Contacts:

P. Douglas Ford		Andrew Greenebaum / Lena Adams
Chief Financial Officer		ICR, Inc.
Phoenix Footwear Group, Inc.		(310) 954-1100
(760) 602-9688		agreenebaum@icrinc.com or ladams@icrinc.com

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