TABLE OF CONTENTS

Item 1(a) Name of Issuer:
	Item 1(b) Address of Issuer’s Principal Executive Offices
	Item 2(a) Name of Person Filing:
	Item 2(b) Address of Principal Business Officer or, if None, Residence:
	Item 2(c) Citizenship:
	Item 2(d) Title of Class of Securities
	Item 2(e) CUSIP Number:
	Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person  filing is a:
	Item 4. Ownership.
	Item 5. Ownership of Five Percent or Less of a Class.
	Item 6. Ownership of More than Five Percent on Behalf of Another Person.
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Item 8. Identification and Classification of Members of the Group.
	Item 9. Notice of Dissolution of Group.
	Item 10. Certifications.
Signature

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Table of Contents

 

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     The Plan terminated its relationship with Exeter Trust Co. as trustee and appointed Reliance Trust Company as successor Plan Trustee about December 31, 2001. Reliance Trust Company (the “Trustee”) holds the shares (with National Financial Services, LLC as Custodian) as non-discretionary trustee of the Plan. Reliance is being replaced as non-discretionary trustee of the Plan by First Tier Bank & Trust (the Custodian remains the same). As respects the voting of the shares held by the Trustee, the Retirement Committee directs the voting of both allocated and unallocated shares in the Plan.

     The Retirement Committee may dispose of the shares in the Plan only in accordance with the terms of the Plan and its fiduciary obligations under ERISA, that is, it may dispose of only those shares which have not yet been allocated to Plan participants (being 499,450 shares at the date of this Schedule). Plan participants (numbering 82 at this date) to whom 299,397 shares have been allocated have sole power to direct the disposition of the shares allocated to their respective Plan accounts and receive the proceeds from the sale of such shares.

     Since July 16, 2001, the date of Amendment No. 2 to this Schedule 13G, the following events have occurred with respect to the Reporting Person’s interest in the Issuer’s shares of Common Stock:

     1. On May 10, 2002 the Issuer reincorporated in Delaware resulting in a change of name to “Phoenix Footwear Group, Inc.” (from Daniel Green Company), with a similar change to the title of the Issuer’s

 

Retirement Savings Partnership Plan and a change in the par value of the common stock to $.01 per share (from $2.50 per share).

     2. On June 12, 2003 the Issuer split its outstanding shares of common stock, two-for-one, resulting in the doubling of the shares of Issuer’s common stock held by the Plan.

     3. On or about December 31, 2001 the Plan changed Trustees from Exeter Trust Company to Reliance Trust Company, 3384 Peach Tree Road, Suite 900, Atlanta, Georgia 30326.

     4. Between July 16, 2001 and the date of this Amendment No. 3, the Plan redeemed certain shares of Plan participants who left the Issuer’s employ and sold some shares to pay expenses. Thus, at the date of this Amendment No. 3 the total shares in the Plan is 798,847, of which 299,396 shares have been allocated to Plan participants and 499,450 shares remain unallocated. No Plan participant is beneficial owner of 5% or more of the Issuer’s outstanding common shares, except James R. Riedman, Chairman and CEO of Issuer and Chairman of the Retirement Plan Committee of the Board (where he shares with Steven DePerrior the right to vote all Plan shares and the right to dispose of only the non-allocated shares). Mr. Riedman is the beneficial owner of 2,723,427 shares (49.2% of the outstanding) as to which he disclaims beneficial ownership of 1,519,527 shares.

     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 or 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.

 

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: May 19, 2004