X0303 4 2010-04-05 0 0000945489 BELL INDUSTRIES INC /NEW/ BI 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 0 1 see attached explanation 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 0 1 see attached explanation 0001251293 NEWCASTLE CAPITAL GROUP LLC 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 0 1 see attached explanation 0001208889 SCHWARZ MARK E 200 CRESCENT COURT STE 1400 DALLAS TX 75201 1 1 1 1 Chairman see attached explanation 0001347250 Coleman Clinton J C/O NEWCASTLE CAPITAL MANAGEMENT, L.P. 200 CRESCENT COURT, SUITE 1400 DALLAS TX 75201 1 1 0 1 Chief Executive Officer see attached explanation 0001449559 BI Holdings, L.P. 200 CRESCENT COURT SUITE 200 DALLAS TX 75201 0 0 0 1 see attached explanation Common Stock 0.2 2010-04-05 4 J 0 147182 0 D 2008-06-13 2017-01-31 Common Stock, $.001 par value per share 2991513 1329728 I BI Holdings, L.P. Transaction constitutes a distribution on April 5, 2010 of 4.92% of the limited partnership interests in BILP (which holds the Convertible Note) to withdrawing limited partners of NP as of December 31, 2009 and March 31, 2010. The Reporting Persons are members of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and accordingly may be deemed to beneficially own Shares of the Issuer's Common Stock owned in the aggregate by the other members of the Section 13(d) group. The Section 13(d) group consists of Newcastle Partners, L.P. ("NP"), Newcastle Capital Management, L.P. ("NCM"), Newcastle Capital Group, L.L.C. ("NCG"), BI Holdings, L.P. ("BILP"), Mark E. Schwarz ("Schwarz") and Clinton J. Coleman. Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein. NCM is the general partner of each of NP and BILP. NCG is the general partner of NCM, and Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own the shares directly owned by NP and BILP. In addition, by virtue of its interest in BILP, NP may be deemed to beneficially own shares into which a convertible subordinated note due January 31, 2017 (the "Convertible Note") held by BILP is convertible. Represents an indirect interest (through the ownership of limited partnership interests in BILP) in 44.5% of the 2,991,513 shares of Common Stock of the Issuer into which the Convertible Note held by BILP is presently convertible within 60 days from the date hereof. Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2010-04-07 Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2010-04-07 Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member 2010-04-07 /s/ Mark E. Schwarz 2010-04-07 /s/ Clinton J. Coleman 2010-04-07 BI Holdings, L.P. 2010-04-07