| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BELL INDUSTRIES INC /NEW/ [ BI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 8% Convertible Promissory Note Due 2017(1) | $3.81 | 01/31/2007 | P | $10,000,000 | 01/31/2007 | 01/31/2017 | Common Stock, $.001 par value per share | 2,624,672(2)(3) | $10,000,000 | 2,624,672(2)(3) | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The 8% convertible subordinated pay-in-kind promissory note due January 31, 2017 reported herein (the "Convertible Note") is held directly by Newcastle Partners, L.P. ("NP"). |
| 2. Represents the total number of shares of Common Stock of the Issuer into which the Convertible Note, initial principal amount $10,000,000, is convertible into subject to the following limitations. The entire principal amount (inclusive of any interest accretion) of the Convertible Note is convertible into shares of Common Stock at the conversion price of $3.81 per share, subject to adjustment (the "Conversion Price"), provided that the Issuer's obligation to issue shares in excess of 19.9% of the Issuer's outstanding shares of Common Stock at the Conversion Price is subject to any required shareholder approval under the rules of the American Stock Exchange. Accordingly, the Convertible Note is currently convertible into up to 1,710,052 shares, representing 19.9% of the Issuer's outstanding shares of Common Stock (based on 8,593,224 shares of Common Stock outstanding as disclosed by the Issuer to NP in connection with the purchase of the Convertible Note). |
| 3. The Issuer has agreed to seek shareholder approval at the 2007 annual meeting of shareholders of the issuance of shares of Common Stock upon conversion of the Convertible Note in excess of 19.9% of the outstanding shares, which amount will be at least 914,620 additional shares (as well as any additional shares in respect of interest accretion on the Convertible Note). If such approval is not obtained at the Issuer's 2007 annual meeting of shareholders, this Form 4 will be amended accordingly. |
| 4. Newcastle Capital Management, L.P. ("NCM") is the general partner of NP, Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Mr. Schwarz may be deemed to beneficially own the shares issuable upon conversion of the Convertible Note. Mr. Schwarz, NCM and NCG disclaim beneficial ownership of the shares beneficially owned by NP, except to the extent of their pecuniary interest therein. Mr. Schwarz is a director of the Issuer. |
| By: Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C., its general partner, By:/s/ Mark E. Schwarz, its managing member | 02/02/2007 | |
| By: Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member | 02/02/2007 | |
| By: Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member | 02/02/2007 | |
| /s/ Schwarz, Mark E. | 02/02/2007 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||