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-----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, CDtGQvXFuprBhh9whNoH2QBdosZpQBMrwBt+2XxW3Y87ekBKn37uVXruqfzCD8qm Ek5KCr6CpEkTazuX05eM2A== 0001116502-08-000490.txt : 20080320 0001116502-08-000490.hdr.sgml : 20080320 20080320093332 ACCESSION NUMBER: 0001116502-08-000490 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: RILEY INVESTMENT PARTNERS MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58049 FILM NUMBER: 08700890 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 sc13d.htm SC 13D Converted by EDGARwiz

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-2-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. __)¹

The Manaagement Network Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

561693102

(CUSIP Number)

Riley Investment Management LLC

Attn: Bryant R. Riley

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(310) 966-1445

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

March 19, 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 which 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: Q

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)

———————

¹The 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).


CUSIP No. 561693102	13D	Page 2


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Partners Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 3,417,215
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING		9	SOLE DISPOSITIVE POWER 3,417,215
PERSON WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,417,215
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%¹
14	TYPE OF REPORTING PERSON* PN

———————

Based on 36,086,633 shares of common stock of The Management Network Group, Inc. (the “Issuer”) outstanding at November 9, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 filed with the Securities and Exchange Commission on November 13, 2007.


CUSIP No. 561693102	13D	Page 3


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 4,078,070¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 509,999²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 4,078,070¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 509,999²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,372,661²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ x]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%³
14	TYPE OF REPORTING PERSON* IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 3,417,215 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 660,855 shares held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

Riley Investment Management LLC has shared voting and dispositive power over 509,999 shares of Common Stock held by its investment advisory clients, 294,591 of which are held by an investment advisory account indirectly affiliated with Bryant Riley. However, Riley Investment Management LLC disclaims beneficial ownership of the non-affiliated shares.


CUSIP No. 561693102	13D	Page 4


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 4,078,070¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 509,999²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 4,078,070¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 509,999²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,372,661²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1%³
14	TYPE OF REPORTING PERSON* IN

———————

Because Riley Investment Management LLC has sole voting and investment power over security holdings of Riley Investment Partners Master Fund, L.P.’s and certain managed accounts of its investment advisory clients and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 3,417,215 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 660,855 shares held in managed accounts by its investment advisory clients.

Riley Investment Management LLC has shared voting and dispositive power over 509,999 shares of Common Stock held by its investment advisory clients, 294,591 of which are held by an investment advisory account indirectly affiliated with Bryant Riley. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated shares.


CUSIP No. 561693102	13D	Page 5


CUSIP No. 561693102	13D	Page 6

Item 1.

Security and Issuer

Common Stock of The Management Network Group, Inc. (“Common Stock”)

7300 College Boulevard, Suite 302

Overland Park, Kansas 66210

Item 2.

Identity and Background

(a)

Riley Investment Partners Master Fund, L.P. (Cayman Islands limited partnership)

Riley Investment Management LLC (Delaware limited liability company)

Mr. Bryant R. Riley (individual residing in California)

(b)

11100 Santa Monica Blvd.

Suite 810

Los Angeles, CA 90025

(c)

Mr. Riley manages and owns all of the outstanding membership interests of Riley Investment Management LLC (“RIM”), an SEC registered investment adviser. RIM is the investment adviser to and general partner of Riley Investment Partners Master Fund, L.P. (“RIP”). RIM is the investment advisor to other clients pursuant to investment advisory agreements.

(d)

N/A

(e)

N/A

(f)

United States

Item 3.

Source or Amount of Funds or Other Consideration

The Reporting Persons’ purchases were made with their respective funds or affiliate funds. See the responses to Row 4 set forth for such Reporting Person on the cover pages hereto.

Item 4.

Purpose of the Transaction

The Reporting Persons acquired Issuer’s securities reported on this Schedule 13D because they believed such securities represented an attractive investment.

On March 19, 2008, RIP, RIM and Mr. Riley sent a letter to the Board of Directors of the Issuer submitting Mr. Riley’s name for consideration to serve on the Issuer’s Board of Directors. The nomination was submitted at the suggestion of the Board of Directors. The letter asked that given the Reporting Persons’ significant equity ownership, the Board of Directors respond within two weeks. The foregoing description of the letter is qualified in its entirety by reference to the letter attached as Exhibit A.

The Reporting Persons may, from time to time, evaluate various other alternatives with respect to the Issuer. Depending on various factors, the Reporting Persons may take such actions as they deem appropriate including, without limitation, engaging in discussions with management and the Board of Directors of the Issuer, communicating with other stockholders, making proposals to the Issuer, or seeking representation on the Board of Directors.

The Reporting Persons may also determine to change their investment intent with respect to the Issuer in the future. The Reporting Persons intend to vote their respective shares of Common Stock individually as each Reporting Person deems appropriate from time to time. In determining whether to sell or retain their shares of Common Stock, the applicable Reporting Person will take into consideration such factors as it deems relevant, including without limitation Issuer’s business


CUSIP No. 561693102	13D	Page 7

and prospects, anticipated future developments, existing and anticipated market conditions, general economic conditions, and other opportunities available to the Reporting Person. The Reporting Persons reserve the right to acquire additional securities from Issuer in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in Issuer’s securities, or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5.

Interest in Securities of the Issuer

(a)

With respect to each Reporting Person, see the response set forth in Rows 11 and 13, including the footnotes thereto.

(b)

See Item 5(a) and, with respect to each Reporting Person, the responses to Rows 7 through 10 set forth for such Reporting Person on the cover pages hereto.

(c)

On January 24, 2008, an investment advisory client purchased 346,296 shares at per share price of $2.2. On January 24, 2008, an investment client sold 61,544 shares at a per share price of $2.2. On January 28, 2008, an investment client purchased 314,559 shares at a per share price of $2.17 from another investment advisory client.

(d)

RIM’s advisory clients, and not any of the Reporting Persons, are entitled to any dividends or proceeds paid with respect to the shares owned by them.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The relationships between Mr. Riley, RIM and RIP are described above under Item 2(c) above. The relationship between RIM and other investment advisory clients are described under Item 2(c) above.

Item 7.

Material to be filed as Exhibits

Exhibit A Letter, dated March 19, 2008, from the Reporting Persons to the Issuer.


CUSIP No. 561693102	13D	Page 8

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: March 20, 2008


		Riley Investment Partners Master Fund, L.P.
			By: Riley Investment Management LLC, its General
			Partner
		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		Riley Investment Management LLC


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member

		By:	/s/ Bryant R. Riley
			Bryant R. Riley

EX-99. (A) 2 exa.htm EX A October 22, 2007

Exhibit A

Riley Investment Management LLC

11100 Santa Monica Boulevard, Suite 810, Los Angeles, CA 90025

Phone (310) 966-1445 Fax (310) 966-1096

www.rileyim.com

March 19, 2008

Board of Directors

The Management Network Group, Inc.

Suite 302

Overland Park, KS 66210

Gentlemen:

Following your suggestion on a recent conference call, Riley Investment Partners Master Fund, L.P. (“RIP”) is submitting Bryant Riley’s name for consideration to serve on TMNG's Board of Directors. If elected, I would proudly serve as a member of the board.

As you know, together, RIP and Riley Investment Management LLC are the second largest stakeholder of TMNG, with a 12 percent stake in the Company. RIP is a record holder of 3,390,850 shares and beneficially owns an additional 26,365 shares. (We refer you to our Section 13 filings for more information about us and our share ownership.) This ownership position will ensure that I work assiduously to maximize value for all TMNG shareholders. Clearly RIM and the TMNG shareholders have a powerful congruence of interest, an interest that can best be served by having someone like myself on the Board of Directors. In addition, I have significant corporate Board experience and currently serve on the Boards of public companies, including Aldila, Alliance Semiconductor and DDi Corporation. My biography is attached. Accordingly, I look forward to serving all TMNG shareholders in full compliance with the high stand ards that this fiduciary responsibility requires.

Please feel free to contact us at our address above at any time to discuss my qualifications and answer any questions you may have. Given our significant equity ownership, we request that you respond to this letter within two weeks.

Very truly yours,

Riley Investment Management Partners, L.P., Riley Investment Management LLC, and Bryant Riley

Attachment

Biography

Bryant R. Riley, age 41, is founder and Managing Member of Riley Investment Management LLC and is founder and Chairman of B. Riley & Co., LLC, a Southern California-based brokerage firm providing research and trading ideas primarily to institutional investors. Founded in 1997, B. Riley & Co., LLC also has offices in San Francisco, Newport Beach, New York and Philadelphia. Mr. Riley is also the founder and Chairman of Riley Investment Management LLC, an investment adviser which provides investment management services. Mr. Riley serves on the board of directors of Aldila, Inc., Alliance Semiconductor Corporation, DDi Corporation and Kitty Hawk.

Prior to 1997, Mr. Riley held a variety of positions in the brokerage industry, primarily as an institutional salesman and trader. From October 1993 to January 1997 he was a co-head of Equity at Dabney-Resnick, Inc., a Los Angeles-based brokerage firm. From 1991 to 1993 he was a co-founder of Huberman-Riley, a Texas-based brokerage firm. Mr. Riley graduated from Lehigh University in 1989 with a B.S. in finance.

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