SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Handleman Company
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
410252100
--------------------------------------------------------------------------------
(CUSIP Number)
Salvatore Muoio
S. Muoio & Co. LLC
c/o 509 Madison Avenue, Suite 406
New York, NY 10022
(212) 297-2555
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 2008
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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 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).
CUSIP No. 410252100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salvatore Muoio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, 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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,266,796
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,266,796
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,796
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.92%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 410252100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Muoio & Co. LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,266,796
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,266,796
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,796
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.92%
14. TYPE OF REPORTING PERSON*
IA, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 410252100
---------------------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
The name of the issuer is Handleman Company, a Michigan corporation (the
"Issuer"). The address of the Issuer's offices is 500 Kirts Boulevard, Troy,
Michigan 48084. This Schedule 13D relates to the Issuer's Common Stock, $0.01
par value per share (the "Shares").
--------------------------------------------------------------------------------
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (i) Salvatore Muoio, a
United States citizen and (ii) S. Muoio & Co. LLC, a Delaware limited liability
company ("SMC") (collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 509 Madison
Avenue, Suite 406, New York, NY 10022.
Salvatore Muoio is the managing member of SMC, an investment management
firm that serves as the general partner and/or investment manager to a number of
private investment vehicles and managed accounts.
(d) Neither of the Reporting Persons, individually or collectively, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years, 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.
Salvatore Muoio, through his position as the managing member of SMC, is
deemed to be the beneficial owner of the 3,266,796 Shares held by the private
investment vehicles and managed accounts over which SMC exercises investment
discretion.
SMC, the investment manager and general partner of a number of private
investment vehicles and managed accounts, may be deemed to beneficially own the
3,266,796 Shares held by such entities.
The funds for the purchase of the Shares beneficially owned by the
Reporting Persons came from the respective funds of the private investment
vehicles and managed accounts over which the Reporting Persons exercise
investment discretion.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons evaluate their investment in the Shares on a
continual basis. The Reporting Persons have no plans or proposals as of the date
of this filing which, other than as expressly set forth below, relate to, or
would result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons reserve the right to be in contact with members of
the Issuer's management, the members of the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer could
employ to significantly increase shareholder value.
On September 19, 2008 the Reporting persons sent a letter to the Issuer
expressing their views regarding the record date of the Issuer's annual meeting
of shareholders. A copy of the letter is attached herein as Exhibit C.
The Reporting Persons reserve the right to effect transactions that would
change the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose should
it determine best to do so.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
Salvatore Muoio
---------------
(a-e) As of the date hereof, Salvatore Muoio may be deemed to be the beneficial
owner of 3,266,796 Shares or 15.92% of the Shares of the Issuer, based upon the
20,515,269 Shares outstanding as of August 28, 2008, according to the Issuer's
most recent Form 10-Q.
Salvatore Muoio has the sole power to vote or direct the vote of 0 Shares
and the shared power to vote or direct the vote of 3,266,796 Shares to which
this filing relates.
Salvatore Muoio has the sole power to dispose or direct the disposition of
0 Shares and the shared power to dispose or direct the disposition of 3,266,796
Shares to which this filing relates.
The trading dates, number of shares purchased and sold and price per
share for all transactions in the Shares during the past 60 days by Salvatore
Muoio and/or Salvatore Muoio, through SMC and on behalf of the private
investment vehicles and managed accounts over which the Reporting Persons have
investment discretion, are set forth in Exhibit B and were all effected in
broker transactions.
The aforementioned Shares were acquired for investment purposes. Salvatore
Muoio and/or Salvatore Muoio on behalf of the private investment vehicles and
managed accounts over which he and/or he through SMC has investment discretion,
may acquire additional Shares, dispose of all or some of these Shares from time
to time, in each case in open markets or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares.
S. Muoio & Co. LLC ("SMC")
--------------------------
(a-e) As of the date hereof, SMC may be deemed to be the beneficial owner of
3,266,796 Shares or 15.92% of the Shares of the Issuer, based upon the Shares
outstanding.
SMC has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 3,266,796 Shares to which this filing
relates.
SMC has the sole power to dispose or direct the disposition of 0 Shares and
the shared power to dispose or direct the disposition of 3,266,796 Shares to
which this filing relates.
The trading dates, number of shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by SMC, and/or SMC on
behalf of the private investment vehicles and managed accounts over which SMC
has investment discretion, are set forth in Exhibit B and were all effected in
broker transactions.
The aforementioned Shares were acquired for investment purposes. SMC,
and/or SMC on behalf of the private investment vehicles and managed accounts
over which it has investment discretion, may acquire additional Shares, dispose
of all or some of these Shares from time to time, in each case in open markets
or private transactions, block sales or purchases or otherwise, or may continue
to hold the Shares.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares. However, the
Reporting Persons among themselves may be deemed to be a group as defined in
Section 13d-3(b) and have filed this joint Schedule 13D accordingly.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as required by
Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
B. A description of the transactions in the Shares that were effected by
the Reporting Persons during the 60 days prior to September 19, 2008 is filed
herewith as Exhibit B.
C. Letter to the Issuer.
--------------------------------------------------------------------------------
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.
September 19, 2008
---------------------------
(Date)
/s/ Salvatore Muoio*
---------------------------
Salvatore Muoio
S. Muoio & Co. LLC*
By: /s/ Salvatore Muoio
--------------------------
Name: Salvatore Muoio
Title: Managing Member
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated September 19, 2008
relating to the Common Stock, $0.01 par value per share of Handleman Company
shall be filed on behalf of the undersigned.
/s/ Salvatore Muoio*
---------------------------
Salvatore Muoio
S. Muoio & Co. LLC*
By: /s/ Salvatore Muoio
--------------------------
Name: Salvatore Muoio
Title: Managing Member
September 19, 2008
Exhibit B
Transactions in the Shares -- Salvatore Muoio and S. Muoio & Co. LLC
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
----------- --------------- -----
08/18/2008 10,000 $1.86
08/19/2008 148,300 $2.00
08/20/2008 448,384 $2.28
08/21/2008 750,324 $2.71
08/22/2008 587,918 $2.74
08/25/2008 100,000 $1.85
08/26/2008 343,968 $1.65
08/27/2008 284,985 $2.01
08/28/2008 260,105 $1.99
08/29/2008 37,000 $1.91
09/02/2008 35,400 $1.99
09/04/2008 53,100 $2.08
09/08/2008 31,500 $2.07
09/09/2008 74,472 $2.07
09/10/2008 7,340 $2.10
09/11/2008 91,500 $2.13
09/18/2008 2,500 $1.77
Exhibit C
September 19, 2008
S. Muoio & Co. LLC
509 Madison Avenue,
Suite 406
New York, New York 10022
Tel. (212) 297-2555
Fax (212) 297-2550
VIA FEDERAL EXPRESS AND FACSIMILE
Mr. James B. Nicholson
Chairman of the Board of Directors Handleman Company 500
Kirts Boulevard
Troy, MI 48084
Re: 2008 Annual Meeting of Shareholders
Dear Mr. Nicholson:
As noted in our recent Form 4 filing, we are the beneficial owners, through
S. Muoio & Co. LLC, for ourselves and our clients, of approximately 15.92% of
Handleman's issued and outstanding common stock. Our position was acquired
between August 18th and September 18th in open market transactions.
As shareholders of Handleman, we are concerned about the steps that
Handleman has taken in connection with setting the record date for the October
1, 2008 shareholder's meeting to vote on the proposed Plan of Liquidation of the
company as outlined in the Definitive Proxy Statement released to the public on
September 2, 2008.
First, we are in full support of the company's intent to pursue
liquidation. In this context, I had indicated to Al Koch and Greg Mize in a
recent telephone conversation, that as many as 13.8 million shares have traded
between the August 4th record date and the date of this letter, representing
approximately 68% of Handleman's outstanding shares. Since there is little
incentive for the former beneficial owners of these 13.8 million shares to vote
for the Plan of Liquidation, and as an affirmative vote of a majority of
Handleman's outstanding Common Stock will be required to approve the dissolution
and Plan of Liquidation, we believe the August 4th record date will make
approval of the Plan difficult at best. In addition, we believe that many of the
current owners of Handleman, including ourselves, who purchased shares
representing as much as 68% of the company should not, in principle, be
disenfranchised, especially in light of the fact that prior to September 2,
2008, there was no information made public to suggest that August 4th was to be
the record date for the October 1 meeting.
In this regard, might you please let me know the date your Board of
Directors met to adopt the resolution to set the record date? If that resolution
was adopted on or prior to August 4th then that material fact was omitted from
Handleman's preliminary proxy materials filed on August 15th, 2008. If it was
adopted afterward, it would appear to me that the Board of Directors may have
violated Michigan Law and the company's by-laws, which provides that action to
set the record date must be taken in advance of that date.
Second, we do not believe that the information presented in the Definitive
Proxy Statement is adequate for any investor to make an informed decision on how
to vote in regards to the Plan of Liquidation. In our twenty-plus years of
experience investing in companies in the process of liquidating, we believe it
is customary for a company to include in its proxy materials financial
statements based on liquidation, rather than going-concern, accounting and/or an
estimate or range of the amount likely to be distributed to shareholders over
the course of the liquidation. We believe your Board of Directors would have
been provided with such an estimate or range of estimates prior to their
adoption of the Plan and their unanimous determination to recommend that
shareholders vote for approval of the Plan. We believe the lack of such
important disclosure will, in addition to the August 4th, 2008 record date, act
to discourage shareholder approval of the Plan.
In light of the above issues, we ask the Board of Directors to consider
issuing a more informative proxy statement with a record date for the
shareholder's meeting which will not disenfranchise over two-thirds of the
company's current shareowners.
Sincerely,
Salvatore Muoio
Managing Member
S. Muoio & Co. LLC
General Partner
SK 01834 0003 920608