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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Bassett Furniture Industries, Incorporated
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(Name of Issuer)
Common Stock, $5.00 par value
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(Title of Class of Securities)
070203104
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(CUSIP Number)
COPY TO:
Jeffrey R. Katz, Esq.
Costa Brava Partnership III L.P. Ropes & Gray LLP
420 Boylston Street One International Place
Boston, MA 02116 Boston, MA 02110
(617) 595-4400 (617) 951-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 2008
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(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 which 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 ss.240.13d-7 for other
parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 6 Pages
SCHEDULE 13D
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CUSIP No. 070203104 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON: Costa Brava Partnership III L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3387028
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited partnership
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7. SOLE VOTING POWER
NUMBER OF 605,923
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 605,923
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,923
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13%(1)
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14. TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------
(1) The percentage ownership of the Reporting Persons in the Issuer's Common
Stock, $5.00 par value is based upon 11,811,015 issued and outstanding
shares as of January 29, 2008, as reported by the Issuer in its filing on
Form 10-K for the fiscal year ended November 24, 2007.
Page 2 of 6 Pages
SCHEDULE 13D
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CUSIP No. 070203104 Page 3 of 6 Pages
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1. NAME OF REPORTING PERSON: Roark, Rearden & Hamot, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 10-0000708
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware limited liability company
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7. SOLE VOTING POWER
NUMBER OF 605,923
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 605,923
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,923
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13%(1)
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14 TYPE OF REPORTING PERSON*
OO - Other
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------
(1) The percentage ownership of the Reporting Persons in the Issuer's Common
Stock, $5.00 par value is based upon 11,811,015 issued and outstanding
shares as of January 29, 2008, as reported by the Issuer in its filing on
Form 10-K for the fiscal year ended November 24, 2007.
Page 3 of 6 Pages
SCHEDULE 13D
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CUSIP No. 070203104 Page 4 of 6 Pages
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1. NAME OF REPORTING PERSON: Seth W. Hamot
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
A United States citizen
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7. SOLE VOTING POWER
NUMBER OF 605,923
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 605,923
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,923
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.13%(1)
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14. TYPE OF REPORTING PERSON*
IN, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------
(1) The percentage ownership of the Reporting Persons in the Issuer's Common
Stock, $5.00 par value is based upon 11,811,015 issued and outstanding
shares as of January 29, 2008, as reported by the Issuer in its filing on
Form 10-K for the fiscal year ended November 24, 2007.
Page 4 of 6 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
This amendment ("Amendment No. 1") amends the Schedule 13D filed on
January 28, 2008 by Costa Brava Partnership III L.P. ("Costa Brava"), Roark,
Rearden and Hamot, LLC ("RRH"), and Seth W. Hamot, with the United States
Securities and Exchange Commission with respect to the shares of common stock,
$5.00 par value (the "Common Stock"), of Bassett Furniture Industries, Inc., a
Virginia corporation (the "Issuer"). Each of Costa Brava, RRH, and Seth W. Hamot
is referred to herein individually as a "Filer" and collectively as the
"Filers."
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and restated in its entirety as follows:
On April 10, 2008, Costa Brava, Seth W. Hamot and RRH entered into an
agreement with the Issuer to settle all claims related to the nomination of
directors at the upcoming annual meeting of shareholders. A joint press release,
attached hereto as Exhibit B, was issued by the parties. The Filers (and each
Filer) no longer hold the securities with a purpose or effect of changing or
influencing control of the issuer, or in connection with or as a participant in
any transaction having that purpose or effect.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a), (b) The Filers are the beneficial owners of 605,923 shares of
Common Stock (approximately 5.13% of the shares of Common Stock outstanding as
reported in the Issuer's filing on Form 10-K on February 7, 2008).
(c) The Filers have not purchased or sold shares of Common Stock
of the Issuer during the past sixty (60) days.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A - Agreement Regarding the Joint Filing of Schedule 13D.
Exhibit B - Press Release, dated April 10, 2008.
Page 5 of 6 Pages
Signature
---------
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
DATED: April 10, 2008
COSTA BRAVA PARTNERSHIP III L.P.
By: Roark, Rearden & Hamot, LLC, its
General Partner
By: /s/ Seth W. Hamot
-------------------------------------
Name: Seth W. Hamot
Title: President
SETH W. HAMOT
By: /s/ Seth W. Hamot
-------------------------------------
Name: Seth W. Hamot
ROARK, REARDEN & HAMOT, LLC
By: /s/ Seth W. Hamot
-------------------------------------
Name: Seth W. Hamot
Title: President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 Pages
EXHIBIT INDEX
-------------
Exhibit Description
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A Agreement Regarding the Joint Filing of Schedule 13D.
B Press Release, dated April 10, 2008.
EXHIBIT A
AGREEMENT REGARDING
THE JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D
and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: April 10, 2008
COSTA BRAVA PARTNERSHIP III L.P.
By: Roark, Rearden & Hamot, LLC, its
General Partner
By: /s/ Seth W. Hamot
-------------------------------------
Name: Seth W. Hamot
Title: President
SETH W. HAMOT
By: /s/ Seth W. Hamot
-------------------------------------
Name: Seth W. Hamot
ROARK, REARDEN & HAMOT, LLC
By: /s/ Seth W. Hamot
-------------------------------------
Name: Seth W. Hamot
Title: President
EXHIBIT B
Contacts:
For Bassett Furniture For Costa Brava:
Industries Inc.:
Barry C. Safrit, S.V.P., CFO Jay Scollins, CFO
(276) 629-6757 - Investors (617) 595-4407
(276) 629-6332 - Fax
Jay S. Moore,
Dir. of Communications
(336) 389-5513 - Media
For Immediate Release
News Release
BASSETT AND COSTA BRAVA END POTENTIAL PROXY CONTEST
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(Bassett, Va.; Boston, MA) - April 10, 2008 - Bassett Furniture Industries Inc.
(Nasdaq: BSET) and Costa Brava Partnership III L.P. today announced that they
have resolved their potential proxy contest.
Pursuant to an agreement entered into today, Costa Brava will support the
nominees proposed by Bassett for election and will withdraw its proposed
nominees for election to the Bassett Board of Directors at the 2008 Annual
Meeting of Bassett's stockholders. Bassett and Costa Brava have agreed that a
mutually agreed upon shareholder representative may attend the Board meetings as
an observer for a certain period of time. Bassett will withdraw the litigation
between the parties pending in the Circuit Court of the County of Henry,
Virginia.
"We are pleased to have reached this settlement with Costa Brava, which we
believe is in the best interests of all Bassett shareholders, customers and
employees," said Robert Spilman Jr., Bassett's CEO. "The plan to return capital
to shareholders outlined by the Board is the result of several months of work by
the management of the Company, its Board and its advisors, including most
recently assistance from investment bank Stephens Inc. and conversations with
several of the Company's major shareholders, including Costa Brava. It is time
to redirect all of the company's efforts to the business." Mr. Spilman
concluded, "I want to thank all of Bassett's shareholders, employees, dealers
and customers for their support of, and dedication to, our business during this
period."
Seth Hamot, the president of Roark, Rearden & Hamot, LLC, which is the general
partner of Costa Brava likewise stated, "We are pleased to have reached this
agreement with Bassett and strongly believe that it is in the best interests of
all Bassett shareholders, employees, dealers and customers. We support the
Board's recent announcements regarding its plan to unlock shareholder value and
look forward to its implementation."
The agreement between Bassett and Costa Brava also includes customary standstill
and expenses reimbursement provisions.
About Bassett Furniture Industries, Inc.
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Bassett Furniture Industries, Inc. (Nasdaq: BSET), is a leading manufacturer and
marketer of high quality, mid-priced home furnishings. With approximately 130
Bassett stores, Bassett has leveraged its strong brand name in furniture into a
growing network of corporate and licensed stores that focus on providing
consumers with a friendly environment for buying furniture and accessories. The
most significant growth vehicle for Bassett continues to be the Company's
dedicated retail store program. Bassett's retail strategy includes affordable
custom-built furniture that is ready for delivery in the home within 30 days.
The stores also feature the latest on-trend furniture styles, more than 1,000
upholstery fabrics, free in-home design visits, and coordinated decorating
accessories. For more information, visit the Company's website at
bassettfurniture.com.
Certain of the statements in this release, particularly those preceded by,
followed by or including the words "believes," "expects," "anticipates," "
intends," "should," "estimates," or similar expressions, or those relating to or
anticipating financial results for periods beyond the fiscal year 2007,
constitute "forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended. For those statements, Bassett claims the
protection of the safe harbor for forward looking statements contained in the
Private Securities Litigation Reform Act of 1995. In many cases, Bassett cannot
predict what factors would cause actual results to differ materially from those
indicated in the forward looking statements. Expectations included in the
forward-looking statements are based on preliminary information as well as
certain assumptions which management believes to be reasonable at this time. The
following important factors, among others, affect Bassett and could cause actual
results to differ materially from those indicated in the forward looking
statements: delays or difficulties in converting some of its non-operating
assets to cash, the securities markets, including stock price levels, tax
planning considerations, negotiations with third parties who have an interest in
some of non-operating assets in which the Company has an interest, the proxy
solicitation currently being pursued by a third party and related litigation,
economic, competitive, governmental and other factors identified in Bassett's
filings with the Securities and Exchange Commission, and the effects of national
and global economic or other conditions and future events on the retail demand
for home furnishings.
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