0001140361-12-050688.txt : 20121212 0001140361-12-050688.hdr.sgml : 20121212 20121212100713 ACCESSION NUMBER: 0001140361-12-050688 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121212 DATE AS OF CHANGE: 20121212 GROUP MEMBERS: SANDRA F. PESSIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN CENTRAL INDEX KEY: 0000862861 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 411454591 STATE OF INCORPORATION: MN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42213 FILM NUMBER: 121257971 BUSINESS ADDRESS: STREET 1: 7400 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55426-4502 BUSINESS PHONE: 9529309000 MAIL ADDRESS: STREET 1: 7400 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 554264517 SC 13D/A 1 formsc13da.htm NORMAN H PESSIN SC 13D/A #3 12-10-2012 formsc13da.htm
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Appliance Recycling Centers of America, Inc.
(Name of Issuer)

Common Stock, $.01 par value
(Title of Class of Securities)

03814F205
Cusip Number

Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 10, 2012
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

*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
 
 
 
 
 
PAGE 2
CUSIP No. 03814F205
Schedule 13D

1
NAME OF REPORTING PERSON
  
     
 
Norman H. Pessin
  
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
     
 
(a) R    (b) o
  
     
3
SEC USE ONLY
  
     
4
SOURCE OF FUNDS
  
 
PF
  
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
 
o
  
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
United States
 
  
NUMBER OF SHARES
7
SOLE VOTING POWER
     
BENEFICIALLY
  
301,647
     
OWNED BY EACH
8
SHARED VOTING POWER
     
REPORTING
    
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
     
   
301,647
 
 
10
SHARED DISPOSITIVE POWER
     
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
301,647
  
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
  o  
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
1) 5.4%
  
     
14
TYPE OF REPORTING PERSON*
  
 
IN
  

 
 
 
 
PAGE 3
CUSIP No. 03814F205
Schedule 13D

1
NAME OF REPORTING PERSON
  
     
 
Sandra F. Pessin
  
     
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  
     
 
(a) R    (b) o
  
     
3
SEC USE ONLY
  
     
4
SOURCE OF FUNDS
  
 
PF
  
     
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
 
o
  
     
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
United States
  
     
NUMBER OF SHARES
7
SOLE VOTING POWER
     
BENEFICIALLY
  
25,210
     
OWNED BY EACH
8
SHARED VOTING POWER
     
REPORTING
    
     
PERSON WITH
9
SOLE DISPOSITIVE POWER
     
   
25,210
 
  10
SHARED DISPOSITIVE POWER
     
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
25,210
  
     
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  
  o  
     
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
0.4%
  
     
14
TYPE OF REPORTING PERSON*
  
 
IN
  
 
 
 
 
 
PAGE 4
CUSIP No.  03814F205
Schedule 13D

Item 1.
Security and Issuer

This Schedule 13D relates to the common stock, $.01 par value (the "Common Stock" or the “Shares”), of Appliance Recycling Centers of America, Inc., (the "Issuer"), whose principal executive offices are located at 7400 Excelsior Boulevard, Minneapolis, Minnesota  55426-4517.

Item 2.
Identity and Background

This Schedule 13D is being filed by and for Norman H. Pessin and Sandra F. Pessin (each a “Reporting Person”).  Certain information with respect to each Reporting Person is set forth below:

 
Name and Address:
  
1)
Norman H. Pessin
       
366 Madison Avenue, 14th Floor
       
New York, NY  10017
         
     
2)
Sandra F. Pessin
       
366 Madison Avenue, 14th Floor
       
New York, NY  10017
         
 
Principal Occupation:
  
1)
Investor
         
     
2)
Housewife
         
 
Criminal Convictions:
  
1)
None
         
     
2)
None
         
 
Civil Proceedings:
  
1)
None
         
     
2)
None
         
 
Citizenship:
  
1)
United States
         
     
2)
United States

Item 3.
Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 301,647 shares of Common Stock owned by Norman H. Pessin is approximately $323,810, including brokerage commissions.  The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds.  The aggregate purchase price of the 25,210 shares of Common Stock owned by Sandra F. Pessin is approximately $34,202, including brokerage commissions.  The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds.
 
 
 
 
 
PAGE 5
CUSIP No. 03814F205
Schedule 13D

Item 4.
Purpose of Transaction

The Reporting Persons originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.
Interest in Securities of the Issuer

Norman H. Pessin owns 301,647 shares of Common Stock of the Issuer, constituting 5.4% of the outstanding shares thereof.  Sandra F. Pessin owns 25,210 shares of Common Stock of the Issuer, constituting 0.4% of the outstanding shares thereof.

Mr. Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly.  Mrs. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly.

Schedule A attached hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
 
 
 
 
 
PAGE 6
CUSIP No. 03814F205
Schedule 13D

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7.
Material to Be Filed as Exhibits

None.

Signatures

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/ Norman H. Pessin  
 
Norman H. Pessin
  
     
  /s/ Sandra F. Pessin  
 
Sandra F. Pessin
  

December 10, 2012
 
 
 
 
 
Schedule A

Transactions in the Securities of the Issuer During the Past 60 Days

Shares of Common
Stock Purchased
  
Price Per
Share ($)
  
Date of
Purchase
         
   
Norman H. Pessin
    
         
125,000
  
1.3502
  
11/19/12
100,000
  
1.5503
  
11/16/12
         
Shares of Common
Stock Sold
  
Price Per
Share ($)
  
Date of
Sale
         
4,055
  
2.5474
  
10/18/12
945
  
2.5474
  
10/18/12
5,000
  
2.4303
  
10/25/12
         
   
Sandra F. Pessin
    
         
Shares of Common
Stock Sold
  
Price Per
Share ($)
  
Date of
Sale
         
3,000
  
2.3399
  
10/31/12
4,055
  
1.5496
  
11/6/12
1,892
  
1.5496
  
11/6/12
1,415
  
1.5496
  
11/6/12
2,301
  
1.5496
  
11/6/12
1,000
  
1.5496
  
11/6/12
1,460
  
1.5496
  
11/6/12
6,555
  
1.5496
  
11/6/12
9,400
  
1.5496
  
11/6/12
4,900
  
1.5496
  
11/6/12
5,000
  
1.5496
  
11/6/12
3,300
  
1.5496
  
11/6/12
459
  
1.5496
  
11/6/12
366
  
1.5496
  
11/6/12
900
  
1.5496
  
11/6/12
800
  
1.5496
  
11/6/12
600
  
1.5496
  
11/6/12
600
  
1.5496
  
11/6/12
600
  
1.5496
  
11/6/12
400
  
1.5496
  
11/6/12
31,201
  
1.5496
  
11/6/12
22,585
  
1.5496
  
11/6/12
211
  
1.5496
  
11/6/12
5,650
  
1.5157
  
11/16/12
7,510
  
1.3496
  
11/19/12
2,000
  
1.3496
  
11/19/12
800
  
1.3496
  
11/19/12
42,925
  
1.3496
  
11/19/12
5,765
  
1.3496
  
11/19/12
41,000
  
1.3496
  
11/19/12
1,400
  
1.4785
  
11/21/12
9,900
  
1.4969
  
11/23/12
270
  
1.3588
  
11/26/12
5,000
  
1.4628
  
11/28/12
30,000
  
1.4994
  
11/29/12
37,600
  
1.4008
  
11/30/12
20,900
  
1.3485
  
12/3/12
35,100
  
1.3071
  
12/5/12
2,300
  
1.3486
  
12/6/12
828
  
1.3486
  
12/6/12
3,044
  
1.3486
  
12/6/12
16,905
  
1.3486
  
12/6/12