-----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, QdkFEH4eD7NJe/tmaU46JmqHueYaFO17u6ApWg/2H7Xn8dvr5r+xS7xdpwY9emBR x5H54zOJGh62aNHriOiPDg== 0000921895-07-000255.txt : 20070202 0000921895-07-000255.hdr.sgml : 20070202 20070202210021 ACCESSION NUMBER: 0000921895-07-000255 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070131 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 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: SCHWARZ MARK E CENTRAL INDEX KEY: 0001208889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 07578178 BUSINESS ADDRESS: STREET 1: NEWCASTLE PARTNERS L P STREET 2: 300 CRESCENT COURT STE 1110 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001251293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 07578179 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 200 CRESCENT COURT 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWCASTLE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001251296 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 07578180 BUSINESS ADDRESS: STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP STREET 2: 200 CRESCENT COURT 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 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: 07578181 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 new22.xml X0202 4 2007-01-31 0 0000945489 BELL INDUSTRIES INC /NEW/ BI 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT, SUITE 1400 DALLAS TX 75201 0 0 1 0 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 200 CRESCENT COURT, SUITE 1400 DALLAS TX 75201 0 0 1 0 0001251293 NEWCASTLE CAPITAL GROUP LLC 200 CRESCENT COURT, SUITE 1400 DALLAS TX 75201 0 0 1 0 0001208889 SCHWARZ MARK E C/O NEWCASTLE CAPITAL MANAGEMENT, L.P. 200 CRESCENT COURT, SUITE 1400 DALLAS TX 75201 1 0 1 0 8% Convertible Promissory Note Due 2017 3.81 2007-01-31 4 P 0 10000000 10000000.00 A 2007-01-31 2017-01-31 Common Stock, $.001 par value per share 2624672 2624672 D 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"). 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). 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. 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 2007-02-02 By: Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 2007-02-02 By: Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member 2007-02-02 /s/ Schwarz, Mark E. 2007-02-02 -----END PRIVACY-ENHANCED MESSAGE-----