-----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, CgrmiS9ZExNtv+3B710eyQ3ex8vdBGJ7BOuLogORL3pI5/IQB9f0XxUcjgSmcp+e YkGMKRd+xn8zGyaHA1siCA== 0000899140-10-000003.txt : 20100104 0000899140-10-000003.hdr.sgml : 20100101 20100104163225 ACCESSION NUMBER: 0000899140-10-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100104 DATE AS OF CHANGE: 20100104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEDFORD OAK CAPITAL LP CENTRAL INDEX KEY: 0001131898 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 S BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 2122425700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HOLDINGS CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51125 FILM NUMBER: 10502709 BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 212-417-8000 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP DATE OF NAME CHANGE: 19960927 SC 13G 1 n5347176.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

National Holdings Corporation

(Name of Issuer)

 

Common Stock, $0.02 Par Value

(Title of Class of Securities)

 

636375107

(CUSIP Number)

 

December 23, 2009

(Date of Event which Requires Filing

of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

o

 

Rule 13d-1(b)

 

x

 

Rule 13d-1(c)

 

o

 

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 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 (“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).

 

 

CUSIP No.636375107

13G

Page 2 of 5 Pages

1

NAME OF REPORTING PERSON

 

Bedford Oak Capital, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   o

(b)   x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED

BY
EACH
REPORTING
PERSON

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

989,231 (see Item 4)

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

989,231 (see Item 4)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

989,231 (see Item 4)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.8% (see Item 4)

 

12

TYPE OF REPORTING PERSON*

 

OO

 

 

*SEE INSTRUCTION BEFORE FILLING OUT

Item 1(a)

Name of Issuer:

 

 

National Holdings Corporation (the “Company”)

 

Item 1(b)

Address of Issuer's Principal Executive Offices:

 

 

875 North Michigan Avenue, Suite 1560

 

Chicago, Illinois 60611

 

Items 2(a) and 2(b)

Name of Person Filing and Business Office:

 

This statement is filed by: Bedford Oak Capital, L.P. (“Capital”). The principal business address of Capital is 100 South Bedford Road, Mt. Kisco, New York 10549.

 

Item 2(c)

Citizenship:

 

Capital is a Delaware limited partnership.

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, $0.02 par value (“Common Stock”)

 

Item 2(e)

CUSIP Number:

 

 

636375107

 

Item 3

Not Applicable.

 

 

Item 4

Ownership:

 

The percentages used herein are calculated based upon 17,151,704 shares of Common Stock issued and outstanding as of December 29, 2009, as disclosed by the Company in its annual report filed on Form 10-K for the period ending September 30, 2009.

 

As of the close of business on December 31, 2009:

 

Bedford Oak Capital, L.P.

(a) Amount beneficially owned: -989,231-

(b) Percent of class: 5.8%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -989,231-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -989,231-

 

 

 

Item 5

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

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 Being

 

Reported on By 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:

 

By signing below the signatory certifies that, to the best of his 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.

 

Dated: January 4, 2010

 

 

BEDFORD OAK CAPITAL, L.P.

 

By: Bedford Oak Management, LLC, its

 

General Partner

 

By:

/s/ Harvey P. Eisen______

Name: Harvey P. Eisen

Title: Chairman and Managing Member

 

 

 

 

 

 

 

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