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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) and (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
HANDLEMAN CO.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
410252100
(CUSIP Number)
March 26, 2004
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1 (b)
[X] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
(page 1 of 4 pages)
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CUSIP No. 410252100 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JANA PARTNERS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,259,700
OWNED BY
EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH
-0-
7 SOLE DISPOSITIVE POWER
1,259,700
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,259,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.28%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 410252100 13G Page 3 of 4 Pages
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Item 1(a). Name of Issuer:
Handleman Co.
Item 1 (b). Address of Issuer's Principal Executive Offices:
500 Kirts Boulevard
Troy, MI 48084
Item 2 (a). Name of Person Filing: JANA Partners LLC
Item 2 (b). Address of Principal Business Office or, if None, Residence:
201 Post Street, Suite 1000, San Francisco, CA 94108.
Item 2 (c). Citizenship:
This Statement is filed by JANA Partners LLC, a Delaware
limited liability company. JANA Partners LLC is a private money
management firm which holds the Common Stock of the Issuer in various
accounts under its management and control. The principals of JANA
Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens.
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP No: 410252100
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 410252100 13G Page 4 of 4 Pages
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Item 4. Ownership
(a) Amount beneficially owned: 1,259,700
(b) Percent of Class: 5.28%
(c) Number of shares as to which JANA Partners LLC has:
(i) Sole power to vote or to direct the vote: 1,259,700
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition: 1,259,700
(iv) Shared power to dispose or to direct the disposition: 0
Item 5. Ownership of Five Percent of Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Reported on the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10.Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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.
April 1, 2004 JANA Partners LLC
/s/Barry Rosenstein
Barry Rosenstein
Managing Director
/s/Gary Claar
Gary Claar
Managing Director