asci20240628_sc13da.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Name of Issuer)

 

Common Stock, par value $5.00 per share

(Title of Class of Securities)

 

070203104

(CUSIP Number)

 

Bradley L. Hasselwander

Chief Executive Officer

Auto Services Company, Inc.

1793 HWY 201 N

Mountain Home, AR 72653

(870) 425-8330

 

Pierce G. Hunter

Kutak Rock LLP

124 West Capitol Avenue, Suite 2000

Little Rock, Arkansas 72201

(501) 975-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 26, 2024

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

 

*

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.

 

 

1

 

CUSIP No.

070203104

 

1

 

NAMES OF REPORTING PERSONS

 

Auto Services Company, Inc.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

 

   

Arkansas

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

EACH

 

REPORTING

PERSON

WITH:

7

 

SOLE VOTING POWER

 

   

0

8

 

SHARED VOTING POWER

 

   

756,317(1)

9

 

SOLE DISPOSITIVE POWER

 

   

0

10

 

SHARED DISPOSITIVE POWER

 

   

756,317(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   

756,317(1)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   

8.57%(2)

14

 

TYPE OF REPORTING PERSON

 

   

CO

 

(1) Includes beneficial ownership of 756,317 shares of Common Stock, par value $5.00 per share (“Common Stock”).

 

(2) The ownership percentage set forth herein is calculated assuming a total of 8,828,751 shares of Common Stock of Bassett Furniture Industries, Incorporated (the “Issuer”) are issued and outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 3, 2024.

 

2

 

 

CUSIP No.

070203104

 

1

 

NAME OF REPORTING PERSONS

 

ASC Holding Company, Inc.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ☐

(b)    ☒

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS

 

   

Not applicable.

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

   

Arkansas

NUMBER OF

 

SHARES

BENEFICIALLY

OWNED BY

EACH

 

REPORTING

PERSON

WITH:

7

 

SOLE VOTING POWER

 

   

0

8

 

SHARED VOTING POWER

 

   

756,317(1)

9

 

SOLE DISPOSITIVE POWER

 

   

0

10

 

SHARED DISPOSITIVE POWER

 

   

756,3171)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   

756,317(1)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   

8.57%(2)

14

 

TYPE OF REPORTING PERSON

 

   

CO

 

(1) Includes beneficial ownership of 756,317 shares of Common Stock.

 

(2) The ownership percentage set forth herein is calculated assuming a total of 8,828,751 shares of Common Stock of the Issuer are issued and outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 3, 2024.

 

3

 

 

CUSIP No.

070203104

 

1

 

NAME OF REPORTING PERSONS

 

Bradley L. Hasselwander

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ☐

(b)    ☒

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS

 

   

Not applicable.

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

 

SHARES

BENEFICIALLY

OWNED BY

EACH

 

REPORTING

PERSON

WITH:

7

 

SOLE VOTING POWER

 

   

0

8

 

SHARED VOTING POWER

 

   

756,317(1)

9

 

SOLE DISPOSITIVE POWER

 

   

0

10

 

SHARED DISPOSITIVE POWER

 

   

756,317(1)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

   

756,317(1)

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

   

8.57%(2)

14

 

TYPE OF REPORTING PERSON

 

   

IN

 

(1) Includes beneficial ownership of 756,317 shares of Common Stock.

 

(2) The ownership percentage set forth herein is calculated assuming a total of 8,828,751 shares of Common Stock of the Issuer are issued and outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 3, 2024.

 

4

 

 

SCHEDULE 13D

 

This Amendment No. 2 to Schedule 13D (this “Amendment”) supplements and amends the Schedule 13D filed with the Securities and Exchange Commission on May 6, 2024 filed by Auto Services Company, Inc., an Arkansas corporation (“ASC”), ASC Holding Company, Inc. (“ASC Holding”), an Arkansas corporation, and Bradley L. Hasselwander (“Hasselwander”), an individual, as amended by Amendment No. 1 to Schedule 13D filed by ASC, ASC Holding and Hasselwander on June 18, 2024 (as amended, the “Schedule 13D”). Each of the foregoing is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” This Amendment relates to the Common Stock, par value $5.00 per share (the “Common Stock”) of Bassett Furniture Industries, Incorporated, a Virginia corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3525 Fairystone Park Highway, Bassett, Virginia 24055.

 

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented by this Amendment, the Schedule 13D is unmodified.

 

 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

 

(a) and (b)  The information relating to the beneficial ownership of Common Stock by the Reporting Persons set forth in Rows 7 through 13 of each cover page hereto is incorporated by reference. ASC is the beneficial owner of 756,317 shares of Common Stock, constituting approximately 8.57% of outstanding Common Stock. Because it is the parent holding company of ASC, ASC Holding may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all shares beneficially owned by ASC. Because he is the controlling stockholder of ASC Holdings, Bradley L. Hasselwander may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all shares beneficially owned by ASC. The foregoing ownership percentage is calculated assuming a total of 8,828,751 shares of Common Stock of the Issuer are issued and outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 3, 2024.

 

None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer.

 

(c)  Transactions by the Reporting Persons in shares of Common Stock of the Issuer since the filing of the Schedule 13D are as follows, all of which were effected and held by ASC through open market purchases:

 

Date

Acquired

Amount of Shares

Purchased

Class of Securities

Per Share Price

2024-06-27

8,520

Common Stock

$14.32

2024-06-27

119

Common Stock

$14.26

2024-06-27

4,566

Common Stock

$14.44

2024-06-27

652

Common Stock

$14.34

2024-06-27

12

Common Stock

$14.33

2024-06-27

100

Common Stock

$14.26

2024-06-27

1

Common Stock

$14.32

2024-06-27

602

Common Stock

$14.43

2024-06-27

15

Common Stock

$14.32

2024-06-27

1

Common Stock

$14.16

2024-06-27

8

Common Stock

$14.21

2024-06-27

305

Common Stock

$14.30

2024-06-27

600

Common Stock

$14.26

 

5

 

2024-06-27

476

Common Stock

$14.25

2024-06-27

23

Common Stock

$14.27

2024-06-27

4,100

Common Stock

$14.22

2024-06-27

6,900

Common Stock

$14.14

2024-06-27

141

Common Stock

$14.19

2024-06-27

101

Common Stock

$14.15

2024-06-27

1,900

Common Stock

$14.01

2024-06-27

100

Common Stock

$14.18

2024-06-27

600

Common Stock

$14.12

2024-06-27

100

Common Stock

$14.10

2024-06-27

11

Common Stock

$13.98

2024-06-27

2,848

Common Stock

$14.00

2024-06-27

400

Common Stock

$14.20

2024-06-27

100

Common Stock

$14.11

2024-06-27

5

Common Stock

$14.01

2024-06-27

600

Common Stock

$14.22

2024-06-27

414

Common Stock

$13.99

2024-06-27

12

Common Stock

$14.05

2024-06-27

852

Common Stock

$14.24

2024-06-27

189

Common Stock

$14.22

2024-06-27

2

Common Stock

$13.93

2024-06-26

5

Common Stock

$14.02

2024-06-26

14

Common Stock

$14.08

2024-06-26

509

Common Stock

$14.11

2024-06-26

36

Common Stock

$14.04

2024-06-26

402

Common Stock

$14.09

2024-06-26

6

Common Stock

$14.06

2024-06-26

248

Common Stock

$14.01

2024-06-26

472

Common Stock

$13.97

2024-06-26

10,608

Common Stock

$14.10

2024-06-26

8,967

Common Stock

$14.11

2024-06-26

3

Common Stock

$14.02

2024-06-26

30

Common Stock

$14.05

2024-06-26

3

Common Stock

$13.98

2024-06-26

100

Common Stock

$14.08

2024-06-26

9

Common Stock

$13.99

2024-06-26

12,000

Common Stock

$14.00

2024-06-25

8

Common Stock

$13.94

2024-06-25

300

Common Stock

$14.16

 

6

 

2024-06-25

900

Common Stock

$14.06

2024-06-25

77

Common Stock

$13.90

2024-06-25

1,200

Common Stock

$14.19

2024-06-25

800

Common Stock

$14.17

2024-06-25

428

Common Stock

$14.20

2024-06-25

364

Common Stock

$13.91

2024-06-25

500

Common Stock

$14.16

2024-06-25

697

Common Stock

$13.92

2024-06-25

300

Common Stock

$14.25

2024-06-25

18

Common Stock

$14.06

2024-06-25

300

Common Stock

$14.04

2024-06-25

324

Common Stock

$14.40

2024-06-25

600

Common Stock

$14.18

2024-06-25

332

Common Stock

$14.02

2024-06-25

2,173

Common Stock

$14.01

2024-06-25

200

Common Stock

$14.34

2024-06-25

1,928

Common Stock

$14.44

2024-06-25

316

Common Stock

$14.15

2024-06-25

700

Common Stock

$14.05

2024-06-25

400

Common Stock

$14.28

2024-06-25

271

Common Stock

$14.39

2024-06-25

100

Common Stock

$14.19

2024-06-25

100

Common Stock

$14.22

2024-06-25

19

Common Stock

$14.19

2024-06-25

275

Common Stock

$14.36

2024-06-25

100

Common Stock

$14.18

2024-06-25

100

Common Stock

$14.03

2024-06-25

421

Common Stock

$14.34

2024-06-25

100

Common Stock

$14.36

2024-06-25

100

Common Stock

$14.05

2024-06-25

173

Common Stock

$14.39

2024-06-25

50

Common Stock

$13.96

2024-06-25

1

Common Stock

$13.97

2024-06-25

100

Common Stock

$14.00

2024-06-25

45

Common Stock

$13.99

2024-06-25

300

Common Stock

$13.94

2024-06-25

9,100

Common Stock

$14.02

2024-06-25

5,900

Common Stock

$14.16

2024-06-25

6,222

Common Stock

$14.20

 

7

 

2024-06-25

100

Common Stock

$14.13

2024-06-25

100

Common Stock

$13.98

2024-06-25

16

Common Stock

$14.14

2024-06-25

100

Common Stock

$14.12

2024-06-24

300

Common Stock

$14.01

2024-06-24

300

Common Stock

$14.14

2024-06-24

22

Common Stock

$13.97

2024-06-24

1,740

Common Stock

$14.04

2024-06-24

579

Common Stock

$14.18

2024-06-24

42

Common Stock

$14.06

2024-06-24

681

Common Stock

$14.03

2024-06-24

1,283

Common Stock

$14.10

2024-06-24

122

Common Stock

$14.09

2024-06-24

400

Common Stock

$14.19

2024-06-24

281

Common Stock

$14.01

2024-06-24

6,499

Common Stock

$14.27

2024-06-24

103

Common Stock

$14.04

2024-06-24

2,668

Common Stock

$14.05

2024-06-24

972

Common Stock

$14.20

2024-06-24

14

Common Stock

$14.06

2024-06-24

351

Common Stock

$14.02

2024-06-24

913

Common Stock

$14.15

2024-06-24

3

Common Stock

$14.07

2024-06-24

3

Common Stock

$14.08

2024-06-24

100

Common Stock

$13.99

2024-06-24

166

Common Stock

$13.99

2024-06-21

174

Common Stock

$13.97

2024-06-21

1,648

Common Stock

$13.99

2024-06-20

200

Common Stock

$13.94

2024-06-20

403

Common Stock

$13.92

2024-06-20

387

Common Stock

$13.96

2024-06-20

580

Common Stock

$13.93

2024-06-20

18

Common Stock

$13.97

2024-06-20

100

Common Stock

$13.96

2024-06-20

400

Common Stock

$13.95

2024-06-20

1,442

Common Stock

$13.97

2024-06-18

306

Common Stock

$13.97

2024-06-18

100

Common Stock

$13.94

 

8

 

(d)  No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Common Stock beneficially owned by the Reporting Persons.

 

(e)  Not applicable.

 

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

 

This filing includes the following exhibit:

 

Exhibit 1:         Joint Filing Agreement.

 

9

 

 

SIGNATURE

 

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

 

Date: June 28, 2024

 

 

 

AUTO SERVICES COMPANY, INC.

 
       
 

By:

/s/ Bradley L. Hasselwander

 
 

Name:

Bradley L. Hasselwander

 
 

Title: 

President and CEO

 

 

 

 

 

ASC HOLDING COMPANY, INC.

 
       
 

By:

/s/ Bradley L. Hasselwander

 
 

Name:

Bradley L. Hasselwander

 
 

Title: 

President and CEO

 
       
       
       
 

/s/ Bradley L. Hasselwander         

 
 

Bradley L. Hasselwander

 

 

10

Exhibit 1

 

AGREEMENT AS TO JOINT FILING

 

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D, and any amendments thereto, with respect to the Common Stock, par value $5.00 per share of Bassett Furniture Industries, Incorporated, and that this agreement be included as an exhibit to such filing and any amendment thereof.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of June 28, 2024.

 

 

 

AUTO SERVICES COMPANY, INC.

 
       
 

By:

/s/ Bradley L. Hasselwander

 
 

Name:

Bradley L. Hasselwander

 
 

Title: 

President and CEO

 
       
       
 

ASC HOLDING COMPANY, INC.

 
       
 

By:

/s/ Bradley L. Hasselwander

 
 

Name:

Bradley L. Hasselwander

 
 

Title: 

President and CEO

 
       
       
       
 

/s/ Bradley L. Hasselwander

 
 

Bradley L. Hasselwander