The Coast Distribution System, Inc. SC13D/A No. 1 - R. Robotti 06/26/2006

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

 

(Amendment No. 1)*

 

The Coast Distribution System, Inc.

(Name of Issuer)

 

 Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

                                            

190345 10 8

                                           

 

               (CUSIP Number)               

 

 

Robert E. Robotti

c/o Robotti & Company, Incorporated

52 Vanderbilt Avenue

New York, New York 10017

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 26, 2006

(Date of Event Which Requires Filing of this Statement)

                                                                                                                                                          

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 13 Pages).

*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).


Schedule 13D

CUSIP No. 190345 10 8

Page 2 of 13 Pages

 

1.

 

Names of Reporting Persons
Robert E. Robotti

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

 [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

United States 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 257,200

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 257,200

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  257,200

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  5.8%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  IN, HC

 


Schedule 13D

CUSIP No. 190345 10 8

Page 3 of 13 Pages

 

1.

 

Names of Reporting Persons
Robotti & Company, Incorporated

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 41,800

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 41,800

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

41,800

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  CO, HC

 


Schedule 13D

CUSIP No. 190345 10 8

Page 4 of 13 Pages

 

1.

 

Names of Reporting Persons
Robotti & Company, LLC

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 18,750

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 18,750

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  18,750

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  OO

 


Schedule 13D

CUSIP No. 190345 10 8

Page 5 of 13 Pages

 

1.

 

Names of Reporting Persons
Robotti & Company Advisors, LLC

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 18,050

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 18,050

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

18,050

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  OO, IA

 


Schedule 13D

CUSIP No. 190345 10 8

Page 6 of 13 Pages

 

1.

 

Names of Reporting Persons
Suzanne Robotti

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

PF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

United States

Number of

 

7.

Sole Voting Power: 20,000

Shares

 

Beneficially

 

8.

Shared Voting Power: -0-

Owned by

 

Each

 

9.

Sole Dispositive Power: 20,000

Reporting

 

Person With

 

10.

Shared Dispositive Power: -0-

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  20,000

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

Less than 1%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  IN

 


Schedule 13D

CUSIP No. 190345 10 8

Page 7 of 13 Pages

 

1.

 

Names of Reporting Persons
Kenneth R. Wasiak

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

AF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

United States

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 195,400

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 195,400

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  195,400

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  4.4%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  IN, HC

 


Schedule 13D

CUSIP No. 190345 10 8

Page 8 of 13 Pages

 

1.

 

Names of Reporting Persons
Ravenswood Management Company, L.L.C.

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 195,400

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 195,400

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  195,400

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

4.4%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  OO

 


Schedule 13D

CUSIP No. 190345 10 8

Page 9 of 13 Pages

 

1.

 

Names of Reporting Persons
The Ravenswood Investment Company, L.P.

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

  [   ]

 

 

 

(b)

  [   ]

 

 

3.

 

SEC Use Only

 

4.

 

Source of Funds

 

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[  ]

6.

Citizenship or Place of Organization

New York 

Number of

 

7.

Sole Voting Power: -0-

Shares

 

Beneficially

 

8.

Shared Voting Power: 195,400

Owned by

 

Each

 

9.

Sole Dispositive Power: -0-

Reporting

 

Person With

 

10.

Shared Dispositive Power: 195,400

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

  195,400

 

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

 

  4.4%

 

14.

 

Type of Reporting Person (See Instructions)

 

 

  PN

 


SCHEDULE 13D

CUSIP No. 190345 10 8

Page 10 of 13 Pages

                 This Statement on Schedule 13D Amendment No. 1 (this "Statement") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission").  This Statement amends the initial Statement of Beneficial Ownership on Schedule 13D (the "Initial Statement") relating to shares of the Common Stock, $0.001 par value per share (the "Common Stock"), of The Coast Distribution System, Inc. (the "Issuer") filed on August 31, 2005 with the Commission as specifically set forth herein.  Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Initial Statement.

Item 3.

Source and Amount of Funds or Other Consideration

                     Item 3 of the Initial Statement is hereby amended and restated to read as follows:

                     The aggregate purchase price of the 5,000 shares of Common Stock held by ROBT is $26,252 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by ROBT were paid for using its working capital funds.

                      The aggregate purchase price of the 18,750 shares of the Common Stock held by Robotti & Company is $70,640 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by Robotti & Company were paid for using the working capital of its discretionary customers.

                      The aggregate purchase price of the 18,050 shares of the Common Stock held by Robotti Advisors is $42,205 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by Robotti Advisors were paid for using the working capital of its clients.

                      The aggregate purchase price of the 20,000 shares of the Common Stock held by Suzanne Robotti is $8,051 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by Suzanne Robotti were paid for using her personal funds.

                      The aggregate purchase price of the 195,400 shares of the Common Stock held by RIC is $954,618 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by RIC were paid for using its working capital.

Item 4.

Purpose of Transaction

                Item 4 of the Initial Statement is hereby amended to add the following:

                      On June 26, 2006, The Ravenswood Investment Company, L.P. sent a letter (the "June 26 Letter") to Thomas R. McGuire, Chairman and Chief Executive Officer, The Coast Distribution System, Inc. ("Coast").  In the letter, RIC stated its support for the unanimous decision by Coast's Board of Directors to reject the $8.10 per share takeover offer from Bell Industries, Inc.  The offer by Bell Industries Inc. is clearly not reflective of the value of Coast's business.  In RIC's opinion this bid does nothing more than distract Coast's management and employees and thereby waste current shareholders' money and resources in considering and responding to it.

                      A copy of the June 26 Letter is attached hereto as Exhibit 2 and incorporated herein by reference.


SCHEDULE 13D

CUSIP No. 190345 10 8

Page 11 of 13 Pages

Item 5.

Interest in Securities of the Issuer

                Item 5 of the Initial Statement is hereby amended and restated to read as follows:

(a)-(b) As of June 26, 2006, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:






Reporting Person




Aggregate Number of Shares


Number of Shares: Sole Power to Vote or Dispose


Number of Shares: Shared Power to Vote or Dispose




Approximate Percentage*

Robotti (1)(2)(3)(4)(6)(7)

257,200

0

257,200

5.8%

ROBT (1)(2)(3)(4)

41,800

0

41,800

**

Robotti & Company (1)(3)

18,750

0

18,750

**

Robotti Advisors (1)(4)

18,050

0

18,050

**

Suzanne Robotti (1)(5)(6)

20,000

20,000

0

**

Wasiak (1)(7)

195,400

0

195,400

4.4%

RMC (1)(7)

195,400

0

195,400

4.4%

RIC (1)(7)

195,400

0

195,400

4.4%

                       * Based on 4,406,239 shares of Common Stock, $0.001 par value, outstanding as of May 2, 2006, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2006.

                     **   Less than one percent.

              (1) Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Filing Parties except to the extent of such Reporting Person's pecuniary interest therein, if any.
              (2) Mr. Robotti shares with ROBT the power to vote or direct the vote, and share the power to dispose or to direct the disposition of, 5,000 shares of Common Stock owned by ROBT.
              (3) Each of Mr. Robotti and ROBT share with Robotti & Company the power to vote or direct the vote, and share the power to dispose or to direct the disposition of, 18,750 shares of Common Stock owned by the discretionary customers of Robotti & Company.
              (4) Each of Mr. Robotti and ROBT share with Robotti Advisors the power to vote or direct the vote, and share the power to dispose or to direct the disposition of, 18,050 shares of Common Stock owned by the advisory clients of Robotti Advisors.
              (5) Suzanne Robotti has the sole power to vote or direct the vote, and has the sole power to dispose or to direct the disposition of, 20,000 shares of Common Stock.
              (6) Mr. Robotti may be deemed to be the beneficial owner of the shares of Common Stock set forth in footnote (5) above, through his marriage to Suzanne Robotti.
              (7) Each of Messrs. Robotti and Wasiak and RMC share with RIC the power to vote or direct the vote, and share the power to dispose or to direct the disposition of, 195,400 shares of Common Stock owned by RIC.


SCHEDULE 13D

CUSIP No. 190345 10 8

Page 12 of 13 Pages

(c) The table below lists all the transactions in the Issuer's Common Stock in the last sixty days by the Reporting Persons.  All such transactions were made in the open market.

Transactions in Shares Within the Past Sixty Days


Party


Date of Purchase/ Sale

Number of Shares of the Common Stock


Buy/Sell


Price Per Share

RIC

06/09/2006

14,200

BUY

$7.9589

(d)

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 the proceeds from the sale of, such shares of Common Stock beneficially owned by the Reporting Persons.

(e)

Not Applicable.

Item 7.

Materials To Be Filed As Exhibits

                   The following documents are filed herewith or have been previously filed:

1.  Joint Filing Agreement dated August 30, 2005 by and among Robert E. Robotti, Robotti & Company, Incorporated, Robotti & Company, LLC, Robotti & Company Advisors, LLC, Suzanne Robotti, Kenneth R. Wasiak, Ravenswood Management Company, L.L.C. and The Ravenswood Investment Company, L.P.

2.  Letter dated June 26, 2006, from The Ravenswood Investment Company, L.P. to Thomas R. McGuire, Chairman and Chief Executive Officer, The Coast Distribution System, Inc.


SCHEDULE 13D

CUSIP No. 190345 10 8

Page 13 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:

June 27, 2006

Robotti & Company, Incorporated

/s/ Robert E. Robotti

By:

/s/ Robert E. Robotti

Robert E. Robotti

Name: Robert E. Robotti

Title: President and Treasurer

Robotti & Company, LLC

Robotti & Company Advisors, LLC

By:

/s/ Robert E. Robotti

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Name: Robert E. Robotti

Title: President and Treasurer

Title: President and Treasurer

/s/ Suzanne Robotti

By:

/s/ Kenneth R. Wasiak

Suzanne Robotti

Kenneth R. Wasiak

Ravenswood Management Company, L.L.C.

The Ravenswood Investment Company, L.P.

By:

/s/ Robert E. Robotti

By:

Ravenswood Management Company, L.L.C.

Name: Robert E. Robotti

Its General Partner

Title: Managing Member

By:

/s/ Robert E. Robotti

Name: Robert E. Robotti

Title: Managing Member