-----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, TCynhGl4ghn3uOG/t7knhPmw5wNs9yfZPS+CgNbjkniFsyDQ3SPvF6BFSq1x6R7Y 29tBGm+lXz74lpjKHH74YA== 0000932334-08-000011.txt : 20081112 0000932334-08-000011.hdr.sgml : 20081111 20081112175503 ACCESSION NUMBER: 0000932334-08-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081110 FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 952039211 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1960 E GRAND AVENUE SUITE 560 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105632355 MAIL ADDRESS: STREET 1: 1960 E GRAND AVENUE SUITE 560 CITY: EL SEGUDON STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 081182069 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2008-11-10 0 0000945489 BELL INDUSTRIES INC /NEW/ BI 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT STE 1400 DALLAS TX 75201 1 0 0 0 4% Convertible Promissory Note Due 2017 0.2 2008-11-10 4 J 0 1670536 0 D 2008-06-13 2017-01-31 Common Stock, $.001 par value per share 25859676 24189140 I BI Holdings, L.P. Newcastle Capital Management, L.P. ("NCM") is the general partner of Newcastle Partners, L.P. ("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 beneficially owned by NP. Mr. Schwarz is a director of the Issuer. Represents an indirect interest (through the ownership of limited partnership interests in BI Holdings, L.P.) in 93.54% of the 25,859,676 shares of Common Stock of the Issuer into which a convertible subordinated note due January 31, 2017 (the "Convertible Note") held by BI Holdings, L.P. ("BILP") is convertible within 60 days from the date hereof. Represents the number of shares of Common Stock of the Issuer into which the Convertible Note 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 $.20 per share, subject to adjustment (the "Conversion Price"); provided that, (continuation of Footnote 2) until such time as the Issuer's shareholders approve an increase in the Issuer's authorized shares of Common Stock to permit full conversion of the Convertible Note, BILP cannot convert the Convertible Note into more than a number of shares of Common Stock which, when added together with any other outstanding shares of Common Stock and any shares of Common Stock into which derivative securities of Issuer are then convertible or exercisable, equal the maximum number of authorized shares of Common Stock under Issuer's existing Articles of Incorporation. The Issuer is seeking shareholder approval at its 2008 annual meeting of shareholders for an increase in the authorized shares of Common Stock of the Issuer to permit the conversion of the entire principal balance of the Convertible Note into shares of Common Stock upon conversion of the Convertible Note. Upon such approval, it is expected that the Convertible Note shall be convertible into at least 30,949,819 additional shares (as well as any additional shares in respect of paid in kind interest on the Convertible Note). If such approval is not obtained at the Issuer's 2008 annual meeting of shareholders, this Form 4 will be amended accordingly. Transaction constitutes a distribution of 6.46% of the limited partnership interests in BILP (which holds the Convertible Note) to withdrawing limited partners of NP as of September 30, 2008. 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 2008-11-12 Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2008-11-12 Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member 2008-11-12 /s/ Mark E. Schwarz 2008-11-12 -----END PRIVACY-ENHANCED MESSAGE-----