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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. 2 )*
----
Beasley Broadcast Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
074014101
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2003
--------------------------------------------------------------------------------
(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).
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
High Rock Capital LLC
04-3397165
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 111,200
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 117,400
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,000 shares (see Item 4(a) of attached Schedule)
---------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IA
---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
High Rock Asset Management LLC
04-3402072
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 13,600
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 13,600
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,000 shares (see Item 4(a) of attached Schedule)
---------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IA
---------------------------------------------------------------------
Schedule 13G
Item 1(a). Name of Issuer: Beasley Broadcast Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3033 Riviera Drive, Suite 200
Naples, FL 34103
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: Class A Common Stock,
$.001 par value
Item 2(e). CUSIP Number: 074014101
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).
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 131,000 shares as of
December 31, 2003.
HRC was the record owner of 117,400 shares as of
December 31, 2003. HRAM was the record owner of
13,600 shares as of December 31, 2003. (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 131,000 shares as of December 31, 2003.
(b) Percent of Class: HRC: 1.6%; HRAM: 0.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
HRC: 111,200 shares
HRAM: 13,600 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: 117,400 shares
HRAM: 13,600 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 Beasley Broadcast Group, Inc., except, in the
case of HRC, for the 117,400 shares that it holds of record
and, in the case of HRAM, for the 13,600 shares that it holds
of record.
Item 5. Ownership of Five Percent or Less of a Class.
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 [ X ].
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.
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 11, 2004
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