- Amended Statement of Beneficial Ownership (SC 13D/A)
May 24 2012 - 6:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)
1
Crystal
Rock Holdings, Inc.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of
Securities)
22940F103
(CUSIP Number)
AB Value Management
LLC
Attn: Andrew Berger
92 West Main Street
Freehold, NJ 07728
(732)
701-7008
(Name, Address and
Telephone Number of Person
Authorized to Receive
Notices and Communications)
May 14,
2012
(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
☐
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§ 240.13d-7
for other parties to whom copies are to be sent.
_______________
1
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
).
CUSIP NO. 22940F103
1
|
NAME
OF REPORTING PERSON
AB
Value Partners, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
JERSEY
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
554,008
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
554,008
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
554,008
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.59%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
2
CUSIP NO. 22940F103
1
|
NAME
OF REPORTING PERSON
AB
Value Management LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,781,566*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,781,566*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,566*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.33%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
*
Consists of the Shares owned directly by AB Value Partners and
the Managed Account
.
3
CUSIP NO. 22940F103
1
|
NAME
OF REPORTING PERSON
Hamilton
Partners
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
JERSEY
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
10,726
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
10,726
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,726
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
* Andrew
Berger is the Beneficial Owner of shares held by Hamilton Partners.
4
CUSIP NO. 22940F103
1
|
NAME
OF REPORTING PERSON
Andrew
Berger
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF,
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1
|
8
|
SHARED
VOTING POWER
1,792,292*
|
9
|
SOLE
DISPOSITIVE POWER
1
|
10
|
SHARED
DISPOSITIVE POWER
1,792,292*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,293
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.38%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
*
Consists of the Shares owned directly by AB Value Partners, Hamilton Partners
and
the Managed Account
.
5
CUSIP NO. 22940F103
The following constitutes Amendment No. 1 to the Schedule 13D
filed by the undersigned. Such Schedule 13D is hereby amended as follows:
|
Source
and Amount of Funds or Other Consideration
.
|
The aggregate purchase price
of the
1,792,293
Shares beneficially owned by the AB Value Partners,
AB Value Management, Hamilton Partners and Mr. Berger is approximately $1,635,740,
including brokerage commissions. The Shares beneficially owned by AB
Value Partners, AB Value Management, and Hamilton Partners were acquired with working
capital. The Shares directly owned by Mr. Berger were acquired with personal
funds.
AB Value Partners, AB Value
Management, and Hamilton Partners effect purchases of securities primarily
through margin accounts maintained for them with prime brokers, which may
extend margin credit to them as and when required to open or carry positions in
the margin accounts, subject to applicable federal margin regulations, stock
exchange rules and the prime brokers’ credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
|
Interest
in Securities of the Issuer
.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 21,388,681Shares outstanding as of March 9, 2012, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on March 16, 2012.
As of the close of business
on May 14, 2012, AB Value Partners directly owned 554,008 Shares, constituting
approximately 2.59% of the Shares outstanding. By virtue of their
relationships with AB Value Partners discussed in further detail in Item 2,
each of AB Value Management and Mr. Berger may be deemed to beneficially own
the Shares owned by AB Value Partners.
As of the close of business
on May 14, 2012, AB Value Management had caused the Managed Account to directly
own 1,227
,558
Shares, constituting approximately 5.74% of the Shares
outstanding. By virtue of their relationships with AB Value
Management discussed in further detail in Item 2, each of AB Value Management
and Mr. Berger may be deemed to beneficially own the Shares owned by AB Value
Management and the Managed Account.
As of the close of business
on May 14, 2012, Hamilton Partners directly owned 10,726 Shares, constituting
approximately 0.05% of the Shares outstanding. By virtue of their
relationships with Hamilton Partners discussed in further detail in Item 2, Mr.
Berger may be deemed to beneficially own the Shares owned by Hamilton Partners.
As of the close of business
on May 14, 2012, Mr. Berger directly owned 1 share, constituting less than 0.01%
of the Shares outstanding.
6
CUSIP NO. 22940F103
(b) Each
of the AB Value Partners, AB Value Management and Mr. Berger share the power to
vote and dispose of the Shares beneficially owned, respectively, by AB Value Partners
and AB Value Management. Each of Hamilton Partners and Mr. Berger share the power
to vote and dispose of the Shares beneficially owned, respectively, by Hamilton
Partners.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer since the original
filing of the Schedule 13D by the Reporting Persons. All of such
transactions were effected in the open market.
(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 proceeds from the sale
of, the Shares.
The filing of this Schedule
13D shall not be construed as an admission that the Reporting Persons are, for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the
beneficial owners of any of the Shares reported herein. Each of the
Reporting Persons specifically disclaims beneficial ownership of the Shares
reported herein that are not beneficially owned by such Reporting Person.
7
CUSIP NO. 22940F103
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete and correct.
Dated: May 24, 2012
|
AB
Value Partners, L.P.
|
|
|
|
By:
|
AB
Value Management LLC
General
Partner
|
|
|
|
By:
|
/s/
Andrew Berger
|
|
|
Name:
|
Andrew
Berger
|
|
|
Title:
|
Manager
|
|
AB
Value Management LLC
|
|
|
|
By:
|
/s/
Andrew Berger
|
|
|
Name:
|
Andrew
Berger
|
|
|
Title:
|
Manager
|
|
Hamilton
Partners
|
|
|
|
By:
|
/s/
Andrew Berger
|
|
|
Name:
|
Andrew
Berger
|
|
|
Title:
|
Manager
|
|
/s/
Andrew Berger
|
|
Name:
Andrew Berger
|
8
CUSIP NO. 22940F103
SCHEDULE
A
AB
Value Partners, LP
Date of Purchase
|
Price Per Share
|
Net Shares of Common Stock
Purchased (Sold)
|
|
|
|
04/04/2012
|
1.0394
|
425
|
04/05/2012
|
1.0509
|
575
|
04/09/2012
|
1.0448
|
1,725
|
04/10/2012
|
1.0289
|
13,712
|
04/11/2012
|
1.0258
|
300
|
04/12/2012
|
1.0294
|
9,875
|
04/13/2012
|
1.0300
|
850
|
04/16/2012
|
1.0485
|
1,475
|
04/17/2012
|
1.0491
|
2,212
|
04/19/2012
|
1.0300
|
1,150
|
04/20/2012
|
1.0299
|
1,460
|
04/23/2012
|
1.0295
|
1,625
|
04/24/2012
|
1.0512
|
4,925
|
04/25/2012
|
1.1043
|
(850)
|
04/26/2012
|
1.0500
|
303
|
04/27/2012
|
1.0400
|
100
|
04/30/2012
|
1.0366
|
1,675
|
05/02/2012
|
1.0190
|
18,900
|
05/03/2012
|
1.0031
|
1,400
|
05/04/2012
|
1.0206
|
1,800
|
05/07/2012
|
1.0271
|
1,100
|
05/08/2012
|
1.0151
|
9,900
|
05/09/2012
|
1.0187
|
9,200
|
05/10/2012
|
1.0196
|
5,000
|
05/14/2012
|
1.0100
|
10,000
|
AB Value
Management LLC
Date of Purchase
|
Price Per Share
|
Net Shares of Common Stock
Purchased
|
|
|
|
04/04/2012
|
1.0394
|
1,275
|
04/05/2012
|
1.0509
|
1,725
|
04/09/2012
|
1.0448
|
5,175
|
04/10/2012
|
1.0289
|
41,138
|
04/11/2012
|
1.0258
|
900
|
04/12/2012
|
1.0294
|
29,625
|
04/13/2012
|
1.0300
|
2,550
|
04/16/2012
|
1.0485
|
4,425
|
04/17/2012
|
1.0491
|
6,638
|
04/19/2012
|
1.0300
|
3,450
|
04/20/2012
|
1.0299
|
4,380
|
04/23/2012
|
1.0295
|
4,875
|
04/24/2012
|
1.0512
|
14,775
|
04/25/2012
|
1.1043
|
(2,816)
|
04/26/2012
|
1.0500
|
911
|
04/30/2012
|
1.0366
|
5,025
|
Hamilton
Partners
None
Andrew
Berger
None
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