-----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, U5EodDr83dMtn5EiVefn7oJ4An+31bhgfcxZGgfbuW75UP8H0SMSAl+p5yz1cRlx SibFd6+DUz4ECdllh/ItOw== 0000919574-08-007196.txt : 20081104 0000919574-08-007196.hdr.sgml : 20081104 20081103185255 ACCESSION NUMBER: 0000919574-08-007196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANDLEMAN CO /MI/ CENTRAL INDEX KEY: 0000314727 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 381242806 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34210 FILM NUMBER: 081158806 BUSINESS ADDRESS: STREET 1: 500 KIRTS BLVD STREET 2: PO BOX 7045 CITY: TROY STATE: MI ZIP: 48084-4142 BUSINESS PHONE: 2483624400 MAIL ADDRESS: STREET 1: 500 KIRTS BLVD STREET 2: P O BOX 7045 CITY: TROY STATE: MI ZIP: 48084-4142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALVATORE MUOIO CENTRAL INDEX KEY: 0001259267 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-297-2555 MAIL ADDRESS: STREET 1: C/O S. MUOIO & CO. LLC STREET 2: 509 MADISON AVENUE SUITE 406 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d934384_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- 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) (Amendment No. 2) Handleman Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 410252100 - -------------------------------------------------------------------------------- (CUSIP Number) Salvatore Muoio S. Muoio & Co. LLC c/o 509 Madison Avenue, Suite 406 New York, NY 10022 (212) 297-2555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 26, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 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 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. 410252100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Salvatore Muoio 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,809,506 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,809,506 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,809,506 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% 14. TYPE OF REPORTING PERSON* IN, HC CUSIP No. 410252100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. Muoio & Co. LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,809,506 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,809,506 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,809,506 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% 14. TYPE OF REPORTING PERSON* IA, OO CUSIP No. 410252100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SM Investors II, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,483,332 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,483,332 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,483,332 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14. TYPE OF REPORTING PERSON* IN, HC CUSIP No. 410252100 --------------------- This Amendment No. 2 to the Schedule 13D is being filed with respect to Salvatore Muoio and S. Muoio & Co. LLC. It is the initial Schedule 13D being filed by SM Investors II, L.P. - -------------------------------------------------------------------------------- Item 1. Security and Issuer. No material change from the Schedule 13D filed on October 22, 2008. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed jointly by (i) Salvatore Muoio, a United States citizen,(ii) S. Muoio & Co. LLC, a Delaware limited liability company ("SMC") and (iii) SM Investors II, L.P. a Delaware limited partnership (the "Partnership") (each a reporting person and collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is 509 Madison Avenue, Suite 406, New York, NY 10022. Salvatore Muoio is the managing member of SMC, an investment management firm that serves as the general partner and/or investment manager to a number of private investment vehicles and managed accounts, including the Partnership. (d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. Salvatore Muoio, through his position as the managing member of SMC, may deemed to be the beneficial owner of the 3,809,506 Shares held by the private investment vehicles and managed accounts over which SMC exercises investment discretion. SMC, the investment manager and general partner of a number of private investment vehicles and managed accounts, may be deemed to beneficially own the 3,809,506 Shares held by such entities. The Partnership may be deemed to beneficially own 1,483,332 Shares. The funds for the purchase of the Shares beneficially owned by Salvatore Muoio and SMC came from the respective funds of the private investment vehicles and managed accounts over which the Reporting Persons exercise investment discretion. The funds for the purchase of the Shares beneficially owned by the Partnership came from the Partnership's working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. No material change from the Schedule 13D filed on October 22, 2008. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. Salvatore Muoio - --------------- (a-e) As of the date hereof, Salvatore Muoio may be deemed to be the beneficial owner of 3,809,506 Shares or 18.6% of the Shares of the Issuer, based upon the 20,515,269 Shares outstanding as of September 5, 2008, according to the Issuer's most recent Form 10-Q. Salvatore Muoio has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 3,809,506 Shares to which this filing relates. Salvatore Muoio has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 3,809,506 Shares to which this filing relates. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares since the last filing by Salvatore Muoio and/or Salvatore Muoio, through SMC and on behalf of the private investment vehicles and managed accounts over which the Reporting Persons have investment discretion, are set forth in Exhibit B and were all effected in broker transactions. The aforementioned Shares were acquired for investment purposes. Salvatore Muoio and/or Salvatore Muoio on behalf of the private investment vehicles and managed accounts over which he and/or he through SMC has investment discretion, may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. S. Muoio & Co. LLC ("SMC") - -------------------------- (a-e) As of the date hereof, SMC may be deemed to be the beneficial owner of 3,809,506 Shares or 18.6% of the Shares of the Issuer, based upon the Shares outstanding. SMC has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 3,809,506 Shares to which this filing relates. SMC has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 3,809,506 Shares to which this filing relates. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares since the last filing by SMC, and/or SMC on behalf of the private investment vehicles and managed accounts over which SMC has investment discretion, are set forth in Exhibit B and were all effected in broker transactions. The aforementioned Shares were acquired for investment purposes. SMC, and/or SMC on behalf of the private investment vehicles and managed accounts over which it has investment discretion, may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. SM Investors II, L.P. (the "Partnership") - --------------------------------------- (a-e) As of the date hereof, the Partnership may be deemed to be the beneficial owner of 1,483,332 Shares or 7.2% of the Shares of the Issuer, based upon the Shares outstanding. The Partnership has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 1,483,332 Shares to which this filing relates. The Partnership has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 1,483,332 Shares to which this filing relates. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the 60 days prior to August 26, 2008 the Partnership are set forth in Exhibit B and were all effected in broker transactions. The aforementioned Shares were acquired for investment purposes. The Partnership, and/or the Partnership on behalf of the private investment vehicles and managed accounts over which it has investment discretion, may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. *The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. However, the Reporting Persons among themselves may be deemed to be a group as defined in Section 13d-3(b) and have filed this joint Schedule 13D accordingly. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. A. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. B. A description since the last filing and/or of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to August 26, 2008 is filed herewith as Exhibit B. 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. November 3, 2008 - --------------------- (Date) /s/ Salvatore Muoio - ------------------- Salvatore Muoio S. Muoio & Co. LLC By: /s/ Salvatore Muoio ------------------- Name: Salvatore Muoio Title: Managing Member SM Investors II, L.P. By: S. Muoio & Co. LLC Its General Partner By: /s/ Salvatore Muoio ------------------- Name: Salvatore Muoio Title: Managing Member Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, Amendment No. 2, dated November 3, 2008 relating to the Common Stock, $0.01 par value per share of Handleman Company shall be filed on behalf of the undersigned. /s/ Salvatore Muoio - ------------------- Salvatore Muoio S. Muoio & Co. LLC By: /s/ Salvatore Muoio ------------------- Name: Salvatore Muoio Title: Managing Member SM Investors II, L.P. By: S. Muoio & Co. LLC Its General Partner By: /s/ Salvatore Muoio ------------------- Name: Salvatore Muoio Title: Managing Member November 3, 2008 Exhibit B Transactions in the Shares -- Salvatore Muoio and S. Muoio & Co. LLC Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ----------- --------------- ----- 10/27/2008 3,149 $1.21 10/28/2008 29,942 $1.32 10/29/2008 13,408 $1.27 10/30/2008 22,800 $1.28 10/31/2008 14,500 $1.28 Transactions in the Shares -- SM Investors II, L.P. Date of Number of Shares Price Per Transaction Purchase/(SOLD) Share - ----------- --------------- ----- 08/19/2008 69,701 $2.00 08/20/2008 210,740 $2.28 08/21/2008 279,200 $2.71 08/22/2008 271,794 $2.74 08/25/2008 37,600 $1.85 08/26/2008 161,665 $1.65 08/28/2008 120,247 $1.99 09/02/2008 16,638 $1.99 09/04/2008 24,957 $2.08 09/08/2008 19,530 $2.07 09/09/2008 46,172 $2.07 09/11/2008 43,005 $2.13 10/02/2008 118,000 $1.84 10/03/2008 37,083 $1.83 10/08/2008 27,000 $1.57 SK 01834 0003 934384 -----END PRIVACY-ENHANCED MESSAGE-----