UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
HANDLEMAN CO.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
410252100
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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).
CUSIP No. 410252100
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aegis Financial Corporation
54-1712996
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 1,468,150
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,468,150
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,468,150
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12. TYPE OF REPORTING PERSON
IA
Cusip No. 410252100
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Berno
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,468,150
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,468,150
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,468,150
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12. TYPE OF REPORTING PERSON
IN
Cusip No. 410252100
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL GAMBAL
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,468,150
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,468,150
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,468,150
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12. TYPE OF REPORTING PERSON
IN
Cusip No. 410252100
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOTT L. BARBEE
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,468,150
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,468,150
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,468,150
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12. TYPE OF REPORTING PERSON
IN
Cusip No. 410252100
Schedule 13G Additional Information
Item #
1. (a) Name of Issuer:
HANDLEMAN COMPANY
(b) Address of Issuer's Principal Executive Offices:
500 Kirts Blvd.
Troy, MI 48084
2. (a) Name of Persons Filing:
(i) Aegis Financial Corporation ("AFC")
(ii) WILLIAM S. BERNO ("BERNO")
(iii) PAUL GAMBAL ("GAMBAL")
(iv) SCOTT L. BARBEE ("BARBEE")
(b) Address of Principal Business Office for Each of the Above:
1100 NORTH GLEBE ROAD, SUITE 1040
ARLINGTON, VIRGINIA 22201
(c) Citizenship:
(i) AFC: Delaware
(ii) Berno: United States
(iii) Gambal: United States
(iv) Barbee: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 410252100
3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c).
The person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act;
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act;
(e) [x] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund;
(g) [ ] Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] Church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
4. Ownership:
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
(i) AFC: 1,468,150
(ii) Berno: 1,468,150
(iii) Gambal: 1,468,150
(iv) Barbee: 1,468,150
(b) Percent of Class:
(i) AFC: 7.2%
(ii) Berno: 7.2%
(iii) Gambal: 7.2%
(iv) Barbee: 7.2%
(c) Number of shares as to which such person has:
(1) Sole power to vote or to direct the vote:
(i) AFC: 1,468,150
(ii) Berno: 0
(iii) Gambal: 0
(iv) Barbee: 0
(2) Shared power to vote or to direct the vote:
(i) AFC: 0
(ii) Berno: 1,468,150
(iii) Gambal: 1,468,150
(iv) Barbee: 1,468,150
(3) Sole power to dispose or to direct the disposition of:
(i) AFC: 1,468,150
(ii) Berno: 0
(iii) Gambal: 0
(iv) Barbee: 0
(4) Shared power to dispose or to direct the disposition of:
(i) AFC: 0
(ii) Berno: 1,468,150
(iii) Gambal: 1,468,150
(iv) Barbee: 1,468,150
5. Ownership of Five Percent or Less of a Class: Not Applicable
6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable
8. Identification and Classification of Members of the Group:
Not Applicable
9. Notice of Dissolution of Group: Not Applicable
10. Certification:
By signing below, the undersigned certify that, to the best
of their knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and 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.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaim the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
SIGNATURE
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.
Aegis Financial Corporation
Date: FEBRUARY 14, 2007 By: /s/ William S. Berno
--------------------
WILLIAM S. BERNO
MANAGING DIRECTOR
Date: FEBRUARY 14, 2007 By: /s/ William S. Berno
--------------------
WILLIAM S. BERNO
Date: FEBRUARY 14, 2007 By: /s/ Paul Gambal
--------------------
PAUL GAMBAL
Date: FEBRUARY 14, 2007 By: /s/ Scott L. Barbee
--------------------
SCOTT L. BARBEE
EXHIBIT 1
JOINT FILING AGREEMENT AMONG Aegis Financial Corporation,
WILLIAM S. BERNO, PAUL GAMBAL AND SCOTT L. BARBEE
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint statement and any
amendments thereto need to be filed whenever one or more persons
are required to to file such a statement or any amendments thereto
pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such
statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
Aegis Financial Corporation, WILLIAM S. BERNO, PAUL GAMBAL AND
SCOTT L. BARBEE hereby agree, in accordance with Rule 13d-1(k)
under the Act, to file a statement on Schedule 13G relating to
their ownership of Common Stock of the Issuer and do hereby
further agree that said statement shall be filed on behalf of
each of them.
Aegis Financial Corporation
Date: FEBRUARY 14, 2007 By: /s/ William S. Berno
--------------------
WILLIAM S. BERNO
MANAGING DIRECTOR
Date: FEBRUARY 14, 2007 By: /s/ William S. Berno
--------------------
WILLIAM S. BERNO
Date: FEBRUARY 14, 2007 By: /s/ Paul Gambal
--------------------
PAUL GAMBAL
Date: FEBRUARY 14, 2007 By: /s/ Scott L. Barbee
--------------------
SCOTT L. BARBEE