UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Handleman Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
410252100
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(CUSIP Number)
December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
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).
Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 410252100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Underhill Partners, L.P.
13-4153955
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power 0
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6. Shared Voting Power 1,800,926
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7. Sole Dispositive Power 0
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8. Shared Dispositive Power 1,800,926
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,926
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented by Amount in Row (9)
8.8%
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12. Type of Reporting Person
PN
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CUSIP No. 410252100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Underhill Capital, L.L.C.
13-4153948
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2. Check the Appropriate Box if a Member of a Group
(a)
-----
(b)
-----
3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power 0
--------------------------
6. Shared Voting Power 1,800,926
--------------------------
7. Sole Dispositive Power 0
--------------------------
8. Shared Dispositive Power 1,800,926
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,926
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
---------
11. Percent of Class Represented by Amount in Row (9)
8.8%
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12. Type of Reporting Person
OO
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Item 1.
(a) Name of Issuer
Handleman Company
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(b) Address of Issuer's Principal Executive Offices
500 Kirts Boulevard
Troy, Michigan 48084-5225
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Item 2.
(a) Name of Persons Filing
Underhill Partners, L.P., and
Underhill Capital, L.L.C.
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(b) Address of Principal Business Office or, if none,
Residence
61 Broadway, New York, NY 10006
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(c) Citizenship
Underhill Partners, L.P. Delaware
Underhill Capital, L.L.C. Delaware
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(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
410252100
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Item 3. This statement is filed pursuant to Rule 13d-1(b), and the Person
Filing is a:
Not applicable.
Item 4. Ownership
I. Underhill Partners, L.P.
(a) Amount beneficially owned: 1,800,926 shares.
(b) Percent of Class: 8.8%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
1,800,926
(iii)sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
1,800,926
II. Underhill Partners, L.L.C.
(a) Amount beneficially owned: 1,800,926 shares.
(b) Percent of Class: 8.8%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
1,800,926
(iii)sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
1,800,926
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
Reported under shared voting power for Underhill Capital, L.L.C.
and under shared dispositive power for Underhill Capital, L.L.C.
are 1,800,926 shares owned by Underhill Partners, L.P.
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 each of the undersigned certifies that, to the best of his
or its knowledge and belief, the securities referred to above as beneficially
owned by him or it 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, each of
the undersigned certifies that the information set forth in this statement
with respect to such undersigned is true, complete and correct.
January 21, 2011
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Date
Underhill Partners, L.P.
By: Underhill Capital, L.L.C.,
as General Partner
By: /s/ Keith S. Lane-Zucker
Keith S. Lane-Zucker
Member
Underhill Capital, L.L.C.
By: /s/ Keith S. Lane-Zucker
Keith S. Lane-Zucker
Member
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INDEX TO EXHIBITS
The following is filed as an Exhibit hereto:
1. Joint Filing Agreement of the Reporting Persons.
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EXHIBIT 1 TO SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G, as amended, to
which this is an Exhibit is filed on behalf of each of them.
Date: January 21, 2011
Underhill Partners, L.P.
By Underhill Capital, L.L.C., as General Partner
By: /s/ Keith S. Lane-Zucker
Keith S. Lane-Zucker
Member
Underhill Capital, L.L.C.
By: /s/ Keith S. Lane-Zucker
Keith S. Lane-Zucker
Member