-----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, C1MiuUUHvKFTb2b9++RxrJHkYRG7C2WFU4s4B31l5Ue2Bhh1Tb2b6MtA8RAfK2YO G95c5ColgZEG4IegQceP+A== 0000896017-04-000019.txt : 20040816 0000896017-04-000019.hdr.sgml : 20040816 20040816144125 ACCESSION NUMBER: 0000896017-04-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040816 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: LAWRENCE J. GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLAIR CORP CENTRAL INDEX KEY: 0000071525 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 250691670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18609 FILM NUMBER: 04977985 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 schedthird.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT August 9, 2004 1. NAME OF REPORTING PERSON Opportunity-Santa Monica Group 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER See below 8. SHARED VOTING POWER See below 9. SOLE DISPOSITIVE POWER See below ________________________________________________________________ 10. SHARED DISPOSITIVE POWER See below 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 581,700 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 7.16% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 117,000 8. SHARED VOTING POWER 6,000 9. SOLE DISPOSITIVE POWER 273,100_______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 273,100 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.36% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 26,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 26,000_______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 26,000 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 ..32% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Santa Monica Partners Opportunity Fund L.P., Santa Monica Partners L.P., Santa Monica Partners Asset Management LLC, SMP Asset Management LLC and Lawrence J. Goldstein. 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 282,600 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 282,600 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.48% 14. TYPE OF REPORTING PERSON IA This statement constitutes amendment No.1 to the Schedule 13D filed on June 15, 2004. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons believe that the Issuer's stock price is significantly less than its intrinsic value. On July 22, 2004, they met with the Issuer's management to discuss possible measures that they believe may enhance shareholder value. Currently, the Reporting Persons have no plans to act in concert to buy, sell, hold or vote their shares, i.e., each of the Reporting Persons may unilaterally determine to buy, sell, hold or vote his shares without consulting the other Reporting Persons. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report for the quarter ended March 31, 2004 there were 8,129,718 shares of BL outstanding. The percentage set forth in this item (5a) was derived using such number. Mr. Phillip Goldstein is deemed to be the beneficial owner of 273,100 shares of BL or 3.36% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 26,000 shares of BL or .32% of the outstanding shares. Mr. Lawrence J. Goldstein is deemed to be the owner of 282,600 shares of BL or 3.48% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 273,100 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 117,000 shares and jointly for 6,000 shares. Power to dispose and vote securities resides solely with Mr. Dakos for 26,000 shares. Power to dispose securities resides solely with Mr. Lawrence J. Goldstein for 282,600 shares. c. During the last sixty days the following shares of common stock were purchased: Phillip Goldstein Trade Date 7/16/04 5000 @ 26.25 and 3500 @ 26.2494 7/19/04 36,000 @ 26 and 5000 @ 25.995 8/9/04 5000 @ 25.4 8/10/04 2400 @ 25.49916 Andrew Dakos Trade Date 6/14/04 9500 @ 26.5 6/18/04 3300 @ 27.79 6/22/04 800 @ 27.6 6/24/04 4000 @ 28.82 7/19/04 300 @ 26 8/10/04 200 @ 25.4 8/11/04 2900 @ 26 Lawrence J. Goldstein Trade Date 6/17/04 1000 @ 27.45 6/25/04 2000 @ 25.99 7/19/04 5000 @ 29.22 7/20/04 200 @ 26.34 8/9/04 44,400 @ 25.39 Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Joint Filing Agreement 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: 8/16/04 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and all further amendments filed by them) with respect to the shares of BL. Dated: 8/16/04 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----