-----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, MSz/rwQU9Mf0TErprz7SeTbFL3X9IQ/iFiz6ER1TiZ6Ppe6IimAHuwJkcVpvVHjV Sp9NhC9y9x9ICAdh+OuY8A== 0001056590-07-000003.txt : 20070125 0001056590-07-000003.hdr.sgml : 20070125 20070125121506 ACCESSION NUMBER: 0001056590-07-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070125 DATE AS OF CHANGE: 20070125 GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: HOLTZMAN FINANCIAL ADVISORS, LLC GROUP MEMBERS: HOLTZMAN OPPORTUNITY FUND, L.P. GROUP MEMBERS: JEWELCOR MANGEMENT, INC. GROUP MEMBERS: SEYMOUR HOLTZMAN GROUP MEMBERS: SH INDEPENDENCE, LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-18609 FILM NUMBER: 07551950 BUSINESS ADDRESS: STREET 1: 220 HICKORY ST CITY: WARREN STATE: PA ZIP: 16366 BUSINESS PHONE: 8147233600 MAIL ADDRESS: STREET 1: 220 HICKORY STREET CITY: WARREN STATE: PA ZIP: 16366 FORMER COMPANY: FORMER CONFORMED NAME: NEW PROCESS CO DATE OF NAME CHANGE: 19890507 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D 1 bl13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Blair Corporation --------------------------- (Name of Issuer) Common Stock, Without Nominal or Par Value ------------------------------------------ (Title of Class of Securities) 092828102 --------- (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes Barre Blvd. Wilkes Barre, Pennsylvania 18702 (570) 822-6277 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19,2007 ---------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| * 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 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). SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER 196,800 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 196,800 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER -0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. Federal Identification No. 23-2331228 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 U.S. Nevada 7 SOLE VOTING POWER 42,200 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 42,200 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Itme 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H. Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Delaware 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Pennsylvania 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Opportunity Fund, L.P. 20-2923350 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 U.S. Nevada 7 SOLE VOTING POWER 76,300 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 76,300 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SH Independence, LLC 20-2923276 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Nevada 7 SOLE VOTING POWER 76,300 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 76,300 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 092828102 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Holtzman Financial Advisors, LLC 20-0236486 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Nevada 7 SOLE VOTING POWER 76,300 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 76,300 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock (the "Common Stock") of Blair Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 220 Hickory Street, Warren, PA, 16366. Item 2. Identity and Background. I. Item 2 (a) - (c), (f) This Schedule 13D is being filed jointly by the Reporting Persons. Jewelcor Management, Inc. ("JMI") is a Nevada corporation which is primarily involved in investment and management services. The address of the principal business and principal offices of JMI is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of JMI and their principal occupations and business addresses are set forth on Schedule I attached to this Schedule 13D. Seymour Holtzman, the Chairman, Chief Executive and President of JMI, has sole voting and dispositive power with respect to the shares of Common Stock held by JMI. JMI is a wholly owned subsidiary of Jewelcor Incorporated, a Pennsylvania corporation ("Jewelcor"), which manages commercial real estate. The address of the principal business and principal offices of Jewelcor is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of Jewelcor and their principal occupations and business addresses are set forth on Schedule II attached to this Schedule 13D. Jewelcor is a wholly owned subsidiary of S.H. Holdings, Inc., a Delaware corporation ("SHI"), which acts as a holding company. The address of the principal business and principal offices of SHI is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and directors of SHI and their principal occupations and business addresses are set forth on Schedule III attached to this Schedule 13D. Seymour Holtzman and Evelyn Holtzman, his wife,own, as tenants by the entirety, a controlling interest in SHI. Holtzman Opportunity Fund, L.P. ("Opportunity") is a Nevada limited partnership which is primarily involved in acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of Opportunity is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. The general partner of Opportunity is Holtzman Financial Advisors, LLC ("Advisors"), a Nevada limited liability company which is primarily involved in managing Opportunity's affairs and assets. The address of the principal business and principal offices of Advisors is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. The Managing Member of Advisors is SH Independence, LLC ("Independence"), a Nevada limited liability company which is involved in serving as the Managing Member of Advisors. The address of the principal business and principal offices of Independence is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. The sole member of Independence is Seymour Holtzman, a United States citizen whose business address is 100 N. Wilkes Barre Blvd., 4th Floor, Wilkes Barre, Pennsylvania 18702. Mr. Holtzman's principal occupation is serving as Chairman of the Board of Casual Male Retail Group, Inc. and Co-Chairman of the Board for George Foreman Enterprises, Inc. He also serves as Chairman of Web.com, Inc., an online marketing services company, and Chairman and Chief Executive Officer of each of Jewelcor Management, Inc., C.D. Peacock, Inc., a Chicago retail jewelry establishment, and S.A. Peck & Company, a Chicago based retail and mail order jewelry company. Evelyn Holtzman is a United States citizen whose business address is 100 N. Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. (d-e) During the last five years none of Jewelcor Management, Inc., Jewelcor Incorporated, S.H. Holdings, Inc., Holtzman Opportunity Fund, L.P., Holtzman Financial Advisors, LLC, SH Independence, LLC, Mr. Holtzman and Mrs.Holtzman, or, to the best of their knowledge, any person listed in Schedules I, II, and III attached hereto, (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has 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. The purchases of 42,200 shares of Common Stock by JMI were made in the open market and were funded by working capital, which may, at any given time, include margin loans made by its brokerage firms, National Financial Services and/or Spear, Leeds & Kellog, in the ordinary course of business. The amount of funds expended by JMI for such purchases (including brokerage commissions and related fees) was approximately $1,588,998.00. The purchases of 78,300 shares of Common Stock by Seymour and Evelyn Holtzman were made in the open market and were funded by personal funds, which may, at any given time, include margin loans made by their brokerage firms, National Financial Services and/or Spear, Leeds & Kellog, in the ordinary course of business. The amount of funds expended by for such purchases (including brokerage commissions and related fees) was approximately $2,496,639.00. The purchases of 76,300 shares of Common Stock by Holtzman Opportunity Fund, L.P.were made in the open market and were funded by working capital, which may, at any given time, include margin loans made by its brokerage firm Spear, Leeds & Kellog, in the ordinary course of business. The amount of funds expended by for such purchases (including brokerage commissions and related fees) was approximately $2,281,303.00. Item 4. Purpose of Transaction. The shares of common stock covered by this Statement were acquired for the purpose of investment. The Reporting Persons filing this Statement may decide, jointly or individually, to purchase additional shares of the Common Stock or other securities of the Issuer. In addition the Reporting Persons, jointly or individually, may dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. Mr. Holtzman, as a representative of the Reporting Persons, may attempt to meet with the Board of Directors of the Issuer and the Issuer's management to discuss ways to maximize shareholder value. Any such discussion may include conducting a comprehensive review and analysis of the potential value that could be achieved from a potential sale to another institution. Mr. Holtzman advised the Issuer that it is currently intended, that shares benefically owned by the Reporting Persons would be voted against Appleseed's Topco, Inc.'s acquisition of the Issuer at the price of $42.50 per share. Additional, Mr. Holtzman requested a shareholder list from the Issuer so he may communicate with stockholders of the Issuer regarding the proposed merger. Item 5. Interest in Securities of the Issuer. (a) and (b) As of Janaury 19, 2007, the Reporting Persons owned an aggregate of 196,800 shares of Common Stock, representing approximately 5.1% of the outstanding shares of Common Stock based upon the 3,839,388 shares of Common Stock reported by the Issuer to be outstanding as of November 3, 2006 in its Form 10-Q filed with the SEC on November 9, 2006 for the period ending September 30, 2006. The schedule attached as Exhibit 1 describes transactions in the Common Stock effected by the Reporting Persons during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements or understandings among the Reporting Persons, or between any Reporting Person and any other person, with respect to the securities of the Issuer. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," Exhibit 1. Transactions in the Common stock of the Issuer during the past 90 days. Exhibit 2. Press Release dated Janaury 25, 2007 Exhibit 99.1. Joint filing agreement of all parties. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: January 25, 2007 JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President JEWELCOR INCORPORATED By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President Holtzman Opportunity Fund, L.P. By: Holtzman Financial Advisors, LLC,its General Partner By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: Manager Holtzman Financial Advisors, LLC By: SH Independence, LLC its Managing Member By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: Manger SH Independence, LLC By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: Managing Member /s/ Seymour Holtzman ------------------------------- Seymour Holtzman /s/ Evelyn Holtzman ------------------------------- Evelyn Holtzman
Schedule I Directors and Officers of Jewelcor Management, Inc.(A) Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd. Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702 President Jewelcor Management, Inc. Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd. Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 General Counsel Joseph F. Litchman, Director Consultant to 100 North Wilkes Barre Blvd. Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd. Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 (A) All of the above Directors and Officers are US Citizens. Schedule II Directors and Officers of Jewelcor Incorporated (A) Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd. Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702 President Jewelcor Management, Inc. Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd. Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 General Counsel Joseph F. Litchman, Director, Consultant to 100 North Wilkes Barre Blvd. Vice President and Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd. Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 (A) All of the above Directors and Officers are US Citizens. Schedule III Directors and Officers of SH Holdings, Inc. (A) Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Seymour Holtzman, Chairman, Chief Executive 100 North Wilkes Barre Blvd. Chairman, Chief Executive Officer, Officer, President Wilkes Barre, Pennsylvania 18702 President Jewelcor Management, Inc. Richard Huffsmith, Vice President/General Counsel, 100 North Wilkes Barre Blvd. Vice President and Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 General Counsel Joseph F. Litchman, Director and Consultant to 100 North Wilkes Barre Blvd. Treasurer Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 Maria Sciandra, Corporate Secretary, Corporate Secretary 100 North Wilkes Barre Blvd. Director Jewelcor Management, Inc. Wilkes Barre, Pennsylvania 18702 (A) All of the above Directors and Officers are US Citizens.
EX-1 2 blpurchases.txt Exhibit 1. Stock Purchase Transactions Holtzman Opportunity Fund, LP Price Shares Per Share Total Purchased/ Including Cost / Date (Sold) Commissions (Proceeds) 10/23/2006 8,100 30.05 243,495 10/24/2006 2,100 29.97 62,957 10/25/2006 21,100 27.86 588,027 11/09/2006 400 29.83 11,936 11/13/2006 1,200 30.25 36,305 11/14/2006 2,500 30.39 76,000 11/21/2006 3,000 30.23 90,731 11/29/2006 500 29.99 15,000 12/1/2006 1,300 29.78 38,720 12/4/2006 2,100 29.95 62,916 12/6/2006 3,000 30.35 91,090 12/8/2006 1,000 30.50 30,511 12/12/2006 1,300 30.25 39,339 12/13/2006 3,300 30.28 99,969 12/14/2006 1,600 30.09 41,158 12/15/2006 500 30.54 15,273 12/18/2006 23,300 31.36 730,874 Total 76,300 2,281,303 Seymour and Evelyn Holtzman Price Shares Per Share Total Purchased/ Including Cost / Date (Sold) Commissions (Proceeds) 12/18/2006 12,000 31.32 375,964 12/18/2006 5,400 31.33 169,223 12/19/2006 23,400 31.38 734,310 12/20/2006 7,000 31.66 221,634 12/21/2006 1,200 32.25 38,707 12/22/2006 3,200 32.55 104,192 12/26/2006 700 32.15 22,510 12/28/2006 14,300 32.75 468,462 12/29/2006 1,700 32.76 55,711 1/3/2007 5,200 33.05 171,915 1/5/2007 2,900 34.25 99,346 1/9/2007 1,000 34.66 34,663 1/19/2007 300 37.42 11,228 Total 78,300 2,507,949 Jewelcor Management, Inc. Price Shares Per Share Total Purchased/ Including Cost / Date (Sold) Commissions (Proceeds) 1/19/2007 36,800 37.45 1,379,289 1/19/2007 3,800 37.54 142,665 1/24/2007 1,600 41.89 67,043 Total 42,200 37.65 1,588,997 Total Purchases 196,800 6,378,168 EX-99 3 exhibit99.txt EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the common stock, without nominal or par value per share, of Blair Corporation, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements. The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement this 23rd day of January 23, 2007. JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman ---------------------------- Name: Seymour Holtzman Title: President JEWELCOR INCORPORATED By: /s/ Seymour Holtzman - ---------------------------- Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman - ---------------------------- Name: Seymour Holtzman Title: President /s/ Seymour Holtzman Seymour Holtzman /s/ Evelyn Holtzman Evelyn Holtzman SH INDEPENDENCE, LLC By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: Managing Member HOLTZMAN FINANCIAL ADVISORS, LLC By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: Manager Holtzman Opportunity Fund, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: Manager EX-2 4 presspeleasejan252007.txt FOR IMMEDIATE RELEASE Company Contact: Seymour Holtzman (570) 822-6277, ext. 23 Holtzman Opportunity Fund, L.P. Believes Recent Offer Of $42.50 Per Share to Buy Blair Corporation is Inadequate PALM BEACH, FL - - January 25, 2007 - - The Holtzman Opportunity Fund, L.P. and certain related entities (collectively, "Holtzman Fund") are filing a Schedule 13D with the Securities and Exchange Commission indicating ownership of more than 5% of the outstanding shares of the common stock of Blair Corporation. In their filing, the Holtzman Fund states that it is dissatisfied with the merger price of $42.50 per share by Appleseed's Topco, Inc., a portfolio company of Golden Gate Capital. Seymour Holtzman, on behalf of the Holtzman Fund, said, "Although we applaud management's effort to increase shareholder value, we believe that the price of $42.50 per share is inadequate. More importantly, we think Blair should not have rushed into this transaction so quickly. We believe multiple channel retailers of Blair's size, scope and profitability are attractive to both strategic and financial buyers, especially given Blair's pristine balance sheet". In 2005, Blair reported over $450 million in net sales, excluding revenues from its credit portfolio, which was sold to a third party credit provider. Pretax income was reported as $49.1 million with net income of $31.5 million. Excluding one-time events, it is reported that Blair's net income would have been $16.9 million. The Company's reports indicate a tangible net worth of approximately $30.00 per share at the end of most recent quarter with no bank debt and a significant amount of owned property. It is reported that Blair's e-commerce channel sales exceed $100 million as it migrates its existing catalog customers to the Internet. Mr. Holtzman added, "The events of the past week are startling. We saw an initial offer by Appleseed's, which we view as a lowball bid, followed three business days later by a definitive merger agreement at $42.50 per share. This is only fifty cents more than the $42.00 per share the Company paid in July 2005 in a self-tender for 4.4 million shares at a total price of $184.8 million. We believe the Appleseed's transaction was pursued in a closed process without involving other potential suitors, and is punctuated with Blair giving Appleseed's an unnecessary breakup fee with an inadequate window of time for other potential suitors to express their interest and perform due diligence." "We want the process opened to all potential suitors, strategic or financial, and a fair price paid to the shareholders." Seymour Holtzman is Chairman of the Board and largest individual shareholder of Casual Male Retail Group, Inc. (Nasdaq: CMRG), Chairman of Web.com, Inc. (Nasdaq:WWWW) and Co-Chairman of George Foreman Enterprises, Inc. (GFME.pk). -----END PRIVACY-ENHANCED MESSAGE-----