SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
(Amendment No. 2)
Handleman Company
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
410252100
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(CUSIP Number)
Salvatore Muoio
S. Muoio & Co. LLC
c/o 509 Madison Avenue, Suite 406
New York, NY 10022
(212) 297-2555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 2008
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(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
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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
3,809,506
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,809,506
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,809,506
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14. TYPE OF REPORTING PERSON*
IN, HC
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
3,809,506
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,809,506
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,809,506
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
14. TYPE OF REPORTING PERSON*
IA, OO
CUSIP No. 410252100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SM Investors II, L.P.
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
1,483,332
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,483,332
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,332
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14. TYPE OF REPORTING PERSON*
IN, HC
CUSIP No. 410252100
---------------------
This Amendment No. 2 to the Schedule 13D is being filed with respect to
Salvatore Muoio and S. Muoio & Co. LLC. It is the initial Schedule 13D being
filed by SM Investors II, L.P.
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Item 1. Security and Issuer.
No material change from the Schedule 13D filed on October 22, 2008.
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (i) Salvatore Muoio, a
United States citizen,(ii) S. Muoio & Co. LLC, a Delaware limited liability
company ("SMC") and (iii) SM Investors II, L.P. a Delaware limited partnership
(the "Partnership") (each a reporting person and 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, including the Partnership.
(d) None 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) None 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.
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Item 3. Source and Amount of Funds or Other Consideration.
Salvatore Muoio, through his position as the managing member of SMC, may
deemed to be the beneficial owner of the 3,809,506 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
3,809,506 Shares held by such entities.
The Partnership may be deemed to beneficially own 1,483,332 Shares.
The funds for the purchase of the Shares beneficially owned by Salvatore
Muoio and SMC came from the respective funds of the private investment vehicles
and managed accounts over which the Reporting Persons exercise investment
discretion.
The funds for the purchase of the Shares beneficially owned by the
Partnership came from the Partnership's working capital.
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.
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Item 4. Purpose of Transaction.
No material change from the Schedule 13D filed on October 22, 2008.
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Item 5. Interest in Securities of the Issuer.
Salvatore Muoio
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(a-e) As of the date hereof, Salvatore Muoio may be deemed to be the beneficial
owner of 3,809,506 Shares or 18.6% of the Shares of the Issuer, based upon the
20,515,269 Shares outstanding as of September 5, 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 3,809,506 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 3,809,506
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 since the last filing 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
3,809,506 Shares or 18.6% 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 3,809,506 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 3,809,506 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 since the last filing 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.
SM Investors II, L.P. (the "Partnership")
---------------------------------------
(a-e) As of the date hereof, the Partnership may be deemed to be the beneficial
owner of 1,483,332 Shares or 7.2% of the Shares of the Issuer, based upon the
Shares outstanding.
The Partnership has the sole power to vote or direct the vote of 0 Shares
and the shared power to vote or direct the vote of 1,483,332 Shares to which
this filing relates.
The Partnership has the sole power to dispose or direct the disposition of
0 Shares and the shared power to dispose or direct the disposition of 1,483,332
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 60 days prior to August 26, 2008
the Partnership are set forth in Exhibit B and were all effected in broker
transactions.
The aforementioned Shares were acquired for investment purposes. The
Partnership, and/or the Partnership 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.
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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.
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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 since the last filing and/or of the transactions in the
Shares that were effected by the Reporting Persons during the 60 days prior to
August 26, 2008 is filed herewith as Exhibit B.
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.
November 3, 2008
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(Date)
/s/ Salvatore Muoio
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Salvatore Muoio
S. Muoio & Co. LLC
By: /s/ Salvatore Muoio
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Name: Salvatore Muoio
Title: Managing Member
SM Investors II, L.P.
By: S. Muoio & Co. LLC
Its General Partner
By: /s/ Salvatore Muoio
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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, Amendment No. 2, dated
November 3, 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
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Salvatore Muoio
S. Muoio & Co. LLC
By: /s/ Salvatore Muoio
-------------------
Name: Salvatore Muoio
Title: Managing Member
SM Investors II, L.P.
By: S. Muoio & Co. LLC
Its General Partner
By: /s/ Salvatore Muoio
-------------------
Name: Salvatore Muoio
Title: Managing Member
November 3, 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
----------- --------------- -----
10/27/2008 3,149 $1.21
10/28/2008 29,942 $1.32
10/29/2008 13,408 $1.27
10/30/2008 22,800 $1.28
10/31/2008 14,500 $1.28
Transactions in the Shares -- SM Investors II, L.P.
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
----------- --------------- -----
08/19/2008 69,701 $2.00
08/20/2008 210,740 $2.28
08/21/2008 279,200 $2.71
08/22/2008 271,794 $2.74
08/25/2008 37,600 $1.85
08/26/2008 161,665 $1.65
08/28/2008 120,247 $1.99
09/02/2008 16,638 $1.99
09/04/2008 24,957 $2.08
09/08/2008 19,530 $2.07
09/09/2008 46,172 $2.07
09/11/2008 43,005 $2.13
10/02/2008 118,000 $1.84
10/03/2008 37,083 $1.83
10/08/2008 27,000 $1.57
SK 01834 0003 934384