CUSIP NO. 410252100 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Handleman Company
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
410252100
(CUSIP Number)
*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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Advisory Services, LLC
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
2,100,000 (See Item 4)
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
2,100,000 (See Item 4)
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12. TYPE OF REPORTING PERSON
IA
Item 1.
(a) Name of Issuer:
Handleman Company
(b) Address of Issuer's Principal Executive Offices:
500 Kirts Boulevard
Troy, MI 48084-4142
Item 2.
(a) Name of Person Filing:
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(iv): Franklin Advisory Services, LLC
(b) Address of Principal Business Office:
(i), (ii), and (iii):
777 Mariners Island Boulevard
San Mateo, CA 94404
(iv):
One Parker Plaza, Sixteenth Floor
Fort Lee, NJ 07024
(c) Place of Organization or Citizenship:
(i): Delaware
(ii) and (iii): USA
(iv): Delaware
(d) Title of Class of Securities:
Common Stock, par value $.01
(e) CUSIP Number:
410252100
Item 3. The persons filing this Schedule 13G are:
(i) Franklin Resources, Inc.
(g) Parent Holding Company
(ii) Charles B. Johnson
(g) Principal Shareholder of Parent Holding Company
(iii)Rupert H. Johnson, Jr.
(g) Principal Shareholder of Parent Holding Company
(iv) Franklin Advisory Services, LLC
(e) Investment Adviser
Item 4. Ownership
The securities reported on herein are beneficially owned by one or
more open or closed-end investment companies or other managed
accounts which are advised by direct and indirect investment
advisory subsidiaries (the "Adviser Subsidiaries") of Franklin
Resources, Inc. ("FRI"). Such advisory contracts grant to such
Adviser Subsidiaries all investment and/or voting power over the
securities owned by such advisory clients. Therefore, such Adviser
Subsidiaries may be deemed to be, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, the beneficial owner of the
securities covered by this statement.
Beneficial ownership by investment advisory subsidiaries and other
affiliates of FRI is being reported in conformity with the
guidelines articulated by the SEC staff in Release No. 34-39538
(January 12, 1998) relating to organizations, such as FRI, where
related entities exercise voting and investment powers over the
securities being reported independently from each other. The
voting and investment powers held by Franklin Mutual Advisers, LLC
("FMA"), formerly Franklin Mutual Advisers, Inc., an indirect
wholly owned investment advisory subsidiary of FRI, are exercised
independently from FRI and from all other investment advisor
subsidiaries of FRI (FRI, its affiliates and investment advisor
subsidiaries other than FMA are collectively referred to herein as
"FRI affiliates"). Furthermore, FMA and FRI internal policies and
procedures establish informational barriers that prevent the flow
between FMA and the FRI affiliates of information that relates to
the voting and investment powers over the securities owned by their
respective advisory clients. Consequently, FMA and the FRI
affiliates are each reporting the securities over which they hold
investment and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding Common
Stock of FRI and are the principal shareholders of FRI. FRI and
the Principal Shareholders may be deemed to be, for purposes of
Rule 13d-3 under the 1934 Act, the beneficial owner of securities
held by persons and entities advised by FRI subsidiaries. FRI, the
Principal Shareholders and each of the Adviser Subsidiaries
disclaim any economic interest or beneficial ownership in any of
the securities covered by this statement.
FRI, the Principal Shareholders, and each of the Adviser
Subsidiaries are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the 1934 Act and that they are
not otherwise required to attribute to each other the "beneficial
ownership" of securities held by any of them or by any persons or
entities advised by FRI subsidiaries.
(a) Amount Beneficially Owned:
2,100,000
(b) Percent of Class:
7.7%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisory Services, LLC: 2,100,000
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisory Services, LLC: 2,100,000
(iv) Shared power to dispose or to direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [ ].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The clients of the Adviser Subsidiaries, including
investment companies registered under the Investment
Company Act of 1940 and other managed accounts, have the
right to receive dividends from as well as the proceeds
from the sale of such securities reported on in this
statement. Franklin Balance Sheet Investment Fund, a
series of Franklin Value Investors Trust, a company
registered under the Investment Company Act of 1940, has an
interest in more than 5% of the class of securities
reported on herein.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Franklin Advisory Services, LLC 3(e)
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, we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
This report shall not be construed as an admission by the persons
filing the report that they are the beneficial owner of any
securities covered by this report.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
February 2, 2001
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President and Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13G
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13G
Franklin Advisory Services, LLC
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 (f)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees to the joint
filing with each other of the attached statement on Schedule 13G
and to all amendments to such statement and that such statement and
all amendments to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
on
February 2, 2001.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President and Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13G
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13G
Franklin Advisory Services, LLC
(Registrant)
By: Franklin/Templeton Distributors, Inc.
Its: Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.