-----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, I7UPfYtSITaB3drhXyu9AI30awgP+n04bbIEpa0uuI7Y8HRBuzuuxxcA75Fn2c5J fnEzUX0+oYGSk1tdem1MNQ== 0001142031-09-000008.txt : 20090209 0001142031-09-000008.hdr.sgml : 20090209 20090209173020 ACCESSION NUMBER: 0001142031-09-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOOPER HOLMES INC CENTRAL INDEX KEY: 0000741815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 221659359 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41442 FILM NUMBER: 09582356 BUSINESS ADDRESS: STREET 1: 170 MT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9087665000 MAIL ADDRESS: STREET 1: 170 MT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE MANAGEMENT GROUP INC CENTRAL INDEX KEY: 0001142031 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 CORPORATE PK STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 9497527500 MAIL ADDRESS: STREET 1: 20 CORPORATE PK STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92606 SC 13G 1 hh-090209.txt PE-123108 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. | | Hooper Holmes, Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 439104100 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] 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 No. 439104100 13G Page 2 of 6 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Private Management Group, Inc. 33-0151740 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of California ________________________________________________________________________________ 5. SOLE VOTING POWER 5,005,237 NUMBER OF _________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH n/a REPORTING _________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER 5,005,237 _________________________________________________________________ 8. SHARED DISPOSITIVE POWER n/a ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,005,237 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.29% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* IA ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a) Name of Issuer: Hooper Holmes, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 170 Mt. Airy Rd. Basking Ridge, NJ 07920 Item 2(a) Name of Person Filing: Private Management Group, Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: 20 Corporate Park, Suite 400 Irvine, CA 92606 Item 2(a) Citizenship: State of California Item 2(d) Title of Class of Securities: Common Stock, Par Value $.001 Item 2(e) CUSIP Number: 439104100 Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C.78o); (b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c); (c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.78c); (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.8a-8); (e) [X] An Investment Adviser in accordance with Section 240. 13d-1(b)(1) (ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Section 240. 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Section 240. 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3); (j) [_] Group, in accordance with Section 240. 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240 13d-1(c), check this box. [ ] Item 4. Ownership. (a) Amount beneficially owned: 5,005,237 (b) Percent of class: 7.29% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 5,005,237 (ii) Shared power to vote or to direct the vote n/a (iii) Sole power to dispose or to direct the disposition of 5,005,237 (iv) Shared power to dispose or to direct the disposition of n/a Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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 on 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 Group. n/a Item 10. Certification. 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 and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such 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. February 9, 2009 ----------------------------- (Date) /s/ Robert T. Summers, CFA ----------------------------- (Signature) Robert T. Summers, CFA Chief Financial Officer Private Management Group, Inc. ----------------------------- (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----