-----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, KJ/NfXQK3PC1aH1KvCxWoKSCg1umPzqu+88NuDFJEHCwXSALihzh6TKpHiVVuqsN XjQQGt922XUctQd9Ebm2Kg== 0001166219-02-000022.txt : 20020927 0001166219-02-000022.hdr.sgml : 20020927 20020927161853 ACCESSION NUMBER: 0001166219-02-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANDLEMAN CO /MI/ CENTRAL INDEX KEY: 0000314727 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 381242806 STATE OF INCORPORATION: MI FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-11087 FILM NUMBER: 02774908 BUSINESS ADDRESS: STREET 1: 500 KIRTS BLVD STREET 2: PO BOX 7045 CITY: TROY STATE: MI ZIP: 48084-4142 BUSINESS PHONE: 2483624400 MAIL ADDRESS: STREET 1: 500 KIRTS BLVD STREET 2: P O BOX 7045 CITY: TROY STATE: MI ZIP: 48084-4142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELM RIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001166219 IRS NUMBER: 061609258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 747 THIRD AVE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)821-1460 MAIL ADDRESS: STREET 1: 747 THIRD AVE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 erhdl0927.txt ELM RIDGE FORM 13G HANDELMAN COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Handleman Company (HDL) Title of Class of Securities: Common Stock, par value $.01 per share CUSIP Number: 410252100 (Date of Event Which Requires Filing of this Statement) September 17, 2002 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). CUSIP Number: 410252100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Ronald E. Gutfleish c/o Elm Ridge Capital Management, LLC 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 0 6. Shared Voting Power: 1,643,500 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,643,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,643,500 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.23% 12. Type of Reporting Person IN CUSIP Number: 410252100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Elm Ridge Capital Management, LLC 2. Check the Appropriate Box if a Member of a Group a. 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: 851,400 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 851,400 9. Aggregate Amount Beneficially Owned by Each Reporting Person 851,400 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 3.23% 12. Type of Reporting Person CO CUSIP Number: 410252100 1. Name of Reporting Person I.R.S. Identification No. of Above Person Elm Ridge Value Advisors, LLC 2. Check the Appropriate Box if a Member of a Group a. 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: 792,100 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 792,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 792,100 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 3.00% 12. Type of Reporting Person CO Item 1(a) Name of Issuer: Handleman Company (HDL) (b) Address of Issuer's Principal Executive Offices: 500 Kirts Blvd. Troy, MI 48084-4142 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Ronald E. Gutfleish c/o Elm Ridge Capital Management, LLC 747 Third Avenue, 3rd Floor New York, NY 10017 Ronald E. Gutfleish - United States Citizen Elm Ridge Capital Management, LLC - Delaware Limited Liability Company Elm Ridge Value Advisors, LLC - Delaware Limited Liability Company (d) Title of Class of Securities: Common Stock, par value, $.01 per share (e) CUSIP Number: 410252100 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (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, (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), (h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act, (j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/ Item 4. Ownership. (a) Amount Beneficially Owned: 1,643,500 shares beneficially owned by Ronald E. Gutfleish (Ronald E. Gutfleish shares voting and dispositive power of 851,400 shares with Elm Ridge Capital Management, LLC and 792,100 shares with Elm Ridge Value Advisors, LLC); 851,400 shares beneficially owned by Elm Ridge Capital Management, LLC; 792,100 shares beneficially owned by Elm Ridge Value Advisors, LLC (b) Percent of Class: 6.23% beneficially owned by Ronald Gutfleish; 3.23% beneficially owned by Elm Ridge Capital Management, LLC; 3.00% beneficially owned by Elm Ridge Value Advisors, LLC (c) Ronald E. Gutfleish: 1,643,500 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 1,643,500 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of (Ronald E. Gutfleish disclaims beneficial ownership of the shares to the extent of his pecuniary interest therein) Elm Ridge Capital Management, LLC: 851,400 shares with shared power to vote or direct the vote; 0 shares with sole power to vote or to direct the vote; 851,400 shares with shared power to dispense or to direct the disposition of; 0 shares with the sole power to direct the disposition of Elm Ridge Value Advisors, LLC: 792,100 shares with shared power to vote or direct the vote; 0 shares with sole power to vote or to direct the vote; 792,100 shares with shared power to dispense or to direct the disposition of; 0 shares with the sole power to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of the Group. N/A Item 10. Certification for Rule 13d-1(c): 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. 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. /s/ Ronald E. Gutfleish _________________________ Ronald E. Gutfleish September 27, 2002 __________________ Date Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated September 27, 2002 relating to the $.01 par value Common Stock of Handleman Company shall be filed on behalf of the undersigned. ELM RIDGE CAPITAL MANAGEMENT, LLC By: /s/ Ronald E. Gutfleish _____________________________ Ronald E. Gutfleish, Managing Member /s/ Ronald E. Gutfleish _____________________________ Ronald E. Gutfleish Exhibit B AGREEMENT The undersigned agree that this Schedule 13G dated September 27, 2002 relating to the $.01 par value Common Stock of Handleman Company shall be filed on behalf of the undersigned. ELM RIDGE VALUE ADVISORS, LLC By: /s/ Ronald E. Gutfleish _____________________________ Ronald E. Gutfleish, Managing Member /s/ Ronald E. Gutfleish _____________________________ Ronald E. Gutfleish -----END PRIVACY-ENHANCED MESSAGE-----