SC 13D/A 1 schedthird.txt SCHEDULE 13DA DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 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 808,500 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 9.81% 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 137,150 8. SHARED VOTING POWER 6,400 9. SOLE DISPOSITIVE POWER 418,450 ________________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 418,450 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.08% 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 49,500 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 49,500 ________________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 49,500 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 .6% 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 340,500 _________________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 340,500 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.13% 14. TYPE OF REPORTING PERSON IA This statement constitutes amendment No.3 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 filing persons are pleased with the recently announced transaction to monetize Blair's consumer credit portfolio. They intend to communicate with management about the advantages and disadvantages of various alternatives for distributing the proceeds of the transaction including a self-tender offer and a cash distribution. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the proxy statement filed on March 21,2005 there were 8,242,176 shares of BL outstanding on March 4, 2005. The percentage set forth in this item (5a) was derived using such number. Mr. Phillip Goldstein is deemed to be the beneficial owner of 418,450 shares of BL or 5.08% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 49,500 shares of BL or .6% of the outstanding shares. Mr. Lawrence J. Goldstein is deemed to be the owner of 340,550 shares of BL or 4.13% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 418,450 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 137,150 shares and jointly for 6,400 shares. Power to dispose and vote securities resides solely with Mr. Dakos for 49,500 shares. Power to dispose of securities resides solely with Mr. Lawrence J. Goldstein for 340,550 shares. c. During the last sixty days the following shares of common stock were purchased (sold): Phillip Goldstein Trade Date 4/29/05 B 2,500 @ 32.25 4/26/05 B 3,000 @ 30 4/25/05 B 6,000 @ 30.23 4/22/05 B 20,400 @ 30.36 3/31/05 B 1800 @ 32.6 3/16/05 B 32,150 @ 33.95 3/11/05 B 100 BL @ 32.8 Andrew Dakos Trade Date 4/22/05 B 1,200 @ 30.35 4/14/05 B 200 @ 31.25 3/24/05 B 4,700 @ 34.198297 Lawrence J. Goldstein Trade Date 4/22/05 B 1,000 @ 30.542 3/16/05 B 32,150 @ 33.98 3/4/05 B 100 @ 33.3 3/3/05 B 100 @ 34.99 d. Beneficiaries of accounts managed by Mr. Phillip Goldstein, Mr. Dakos and Mr. Lawrence J. Goldstein are entitled to receive any dividends or sales proceeds. e. NA 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: 5/2/05 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Lawrence J. Goldstein Name: Lawrence J. Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos