SCHEDULE 13DA
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
NA
1. NAME OF REPORTING PERSON
Opportunity-Santa Monica Group
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
See below
8. SHARED VOTING POWER
See below
9. SOLE DISPOSITIVE POWER
See below
________________________________________________________________
10. SHARED DISPOSITIVE POWER
See below
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
808,500
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
9.81%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
137,150
8. SHARED VOTING POWER
6,400
9. SOLE DISPOSITIVE POWER
418,450
________________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
418,450
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.08%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
49,500
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
49,500
________________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
49,500
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
.6%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Santa Monica Partners Opportunity Fund L.P., Santa Monica
Partners L.P., Santa Monica Partners Asset Management LLC, SMP
Asset Management LLC and Lawrence J. Goldstein.
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
340,500
_________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
340,500
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.13%
14. TYPE OF REPORTING PERSON
IA
This statement constitutes amendment No.3 to the Schedule 13D
filed on June 15, 2004. Except as specifically set forth herein,
the Schedule 13D remains unmodified.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The filing persons are pleased with the recently announced
transaction to monetize Blair's consumer credit portfolio. They
intend to communicate with management about the advantages and
disadvantages of various alternatives for distributing the
proceeds of the transaction including a self-tender offer and a
cash distribution.
Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the proxy statement filed on March 21,2005 there were
8,242,176 shares of BL outstanding on March 4, 2005. The
percentage set forth in this item (5a) was derived using such
number.
Mr. Phillip Goldstein is deemed to be the beneficial owner of
418,450 shares of BL or 5.08% of the outstanding shares. Mr.
Dakos is deemed to be the beneficial owner of 49,500 shares of BL
or .6% of the outstanding shares. Mr. Lawrence J. Goldstein is
deemed to be the owner of 340,550 shares of BL or 4.13% of the
outstanding shares.
b. Power to dispose of securities resides solely with Mr. Phillip
Goldstein for 418,450 shares. Power to vote securities resides
solely with Mr. Phillip Goldstein for 137,150 shares and jointly
for 6,400 shares. Power to dispose and vote securities resides
solely with Mr. Dakos for 49,500 shares. Power to dispose of
securities resides solely with Mr. Lawrence J. Goldstein for
340,550 shares.
c. During the last sixty days the following shares of common
stock were purchased (sold):
Phillip Goldstein
Trade Date
4/29/05 B 2,500 @ 32.25
4/26/05 B 3,000 @ 30
4/25/05 B 6,000 @ 30.23
4/22/05 B 20,400 @ 30.36
3/31/05 B 1800 @ 32.6
3/16/05 B 32,150 @ 33.95
3/11/05 B 100 BL @ 32.8
Andrew Dakos
Trade Date
4/22/05 B 1,200 @ 30.35
4/14/05 B 200 @ 31.25
3/24/05 B 4,700 @ 34.198297
Lawrence J. Goldstein
Trade Date
4/22/05 B 1,000 @ 30.542
3/16/05 B 32,150 @ 33.98
3/4/05 B 100 @ 33.3
3/3/05 B 100 @ 34.99
d. Beneficiaries of accounts managed by Mr. Phillip Goldstein,
Mr. Dakos and Mr. Lawrence J. Goldstein are entitled to receive
any dividends or sales proceeds.
e. NA
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.
Dated: 5/2/05
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Lawrence J. Goldstein
Name: Lawrence J. Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos