1
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NAMES
OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Third
Avenue Management LLC (01-0690900)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
o
(
b)
o
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e):
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
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NUMBER
OF SHARES BENEFI-
CIALLY
OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE
VOTING POWER:
3,761,891
shares
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8
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SHARED
VOTING POWER:
0
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9
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SOLE
DISPOSITIVE POWER:
3,761,891
shares
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10
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SHARED
DISPOSITIVE POWER:
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,761,891
shares
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
(SEE
INSTRUCTIONS):
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.4%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
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Note:
All
shares identified above are the Issuer’s common shares, and the percentage in
Row 13 above relates to such common shares.
This
Amendment No. 2 to Schedule 13D amends certain information contained
in the
Schedule 13D dated April 13, 2007 and filed April 13, 2007 and Amendment
No. 1
to Schedule 13D dated July 23, 2007 and filed July 23, 2007 (the “Schedule 13D”)
by Third Avenue Management LLC (“TAM”) relating to the shares of common stock
(the “Common Shares”), of Handleman Company (the
“Company”). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Schedule 13D. Information regarding
the ownership of Common Shares set forth herein is as of the close of
business
on November 14, 2007.
Item 3.
Source and Amount of Funds or Other Consideration
Item
3 is
amended as follows:
TAM
is a
registered investment adviser that acts as direct adviser to certain investment
companies and other funds, as a sub-adviser to certain other institutions,
and
as an adviser to separately managed accounts. Certain portfolios of these
funds
have used working capital to purchase Common Shares upon the orders of TAM
acting as adviser or sub-adviser.
Advised
Funds:
(i)
AEGON/Transamerica Series-Third Avenue Value Portfolio, an investment company
registered under the Investment Company Act of 1940, has expended $3,295,877
to
acquire 506,849 Common Shares; (ii) Met Investors Series Trust of the Third
Avenue Small Cap Portfolio, an investment company registered under the
Investment Company Act of 1940, has expended $21,263,654 to acquire 2,280,084
Common Shares; (iii) Touchstone Variable Series Trust-Touchstone Third
Avenue
Value Fund, an investment company registered under the Investment Company
Act of
1940, has expended $622,544 to acquire 80,541 Common Shares; (iv) TAIDEX
Third
Avenue Value Fund, an investment company registered under the Investment
Company
Act of 1940, has expended $4,552,558 to acquire 688,169 Common Shares;
and (v)
various separately managed accounts for which TAM acts as investment advisor
have expended a total of $1,289,918 to acquire 206,248 Common
Shares. TAM plans to use the available capital of these funds and
accounts in any future purchase of Common Shares.
Item 5.
Interest in Securities of the Issuer
Item
5 is amended as
follows:
(a-b)
The
aggregate number and percentage of Common Shares to which this Schedule 13D
relates is 3,756,691
Common Shares,
constituting approximately 18.4% of the 20,458,118 Common Shares
outstanding.
A.
AEGON/Transamerica
Series-Third Avenue Value Portfolio
(a) Amount
beneficially owned: 506,849 Common Shares.
(b) Percent
of class: 2.5%
(c) Number
of Common Shares as to which TAM has:
(i) Sole
power to vote or direct the vote: 506,849
(ii) Shared
power to vote or direct the vote: 0
(iii) Sole
power to dispose or direct the disposition: 506,849
(iv) Shared
power to dispose or direct the disposition: 0
B.
Met
Investors Series Trust of the Third Avenue Small Cap Portfolio
(a) Amount
beneficially owned: 2,280,084 Common Shares.
(b) Percent
of class: 11.1%
(c) Number
of Common Shares as to which TAM has:
(i) Sole
power to vote or direct the vote: 2,280,084
(ii) Shared power to vote or direct the
vote: 0
(iii) Sole power to dispose or direct the disposition:
2,280,084
(iv) Shared power to dispose or direct the disposition:
0
C.
Touchstone
Variable Series Trust-Touchstone Third Avenue Value Fund
(a) Amount
beneficially owned: 80,541 Common Shares.
(b) Percent
of class: 0.4%
(c) Number
of Common Shares as to which TAM has:
(i) Sole
power to vote or direct the vote: 80,541
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition:
80,541
(iv) Shared power to dispose or direct the disposition:
0
D.
TAIDEX
Third Avenue Value Fund
(a) Amount
beneficially owned: 688,169 Common Shares.
(b) Percent
of class: 3.4%
(c) Number
of Common Shares as to which TAM has:
(i) Sole power to vote or direct the vote:
688,169
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition:
688,169
(iv)
Shared
power to dispose or direct the disposition: 0
E.
Third
Avenue Management Separately Managed Accounts
(a) Amount
beneficially owned: 206,248 Common Shares.
(b) Percent
of class: 1.0%
(c) Number
of Common Shares as to which TAM has:
(i) Sole power to vote or direct the vote:
206,248
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition:
206,248
(iv)
Shared
power to dispose or direct the disposition: 0
(c) A
list of the transactions in the Issuer’s Common Shares that were effected by TAM
during the past sixty days is attached as
Schedule A
hereto and is
incorporated herein by reference. All of the transactions listed on
Schedule A
were effected in the open market.
(d) No
other person is known to have the right to receive or the power to direct
the
receipt of dividends from, or the proceeds from the sale of, such Common
Shares
other than the funds and accounts identified above.
(e) Not
applicable.
The
following documents are filed as exhibits:
Schedule
A: List of the transactions in the Issuer’s Common Shares that were
effected by TAM during the past sixty days.
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.
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Dated:
November 15, 2007
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THIRD
AVENUE MANAGEMENT
LLC
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By:
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/s/ W.
James Hall
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Name:
W.
James
Hall
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Title:
General Counsel
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