SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
June 4, 2004
1. NAME OF REPORTING PERSON
Opportunity-Santa Monica Group
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
See below
8. SHARED VOTING POWER
See below
9. SOLE DISPOSITIVE POWER
See below
________________________________________________________________
10. SHARED DISPOSITIVE POWER
See below
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
443,200
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.45%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
97,000
8. SHARED VOTING POWER
3,000
9. SOLE DISPOSITIVE POWER
208,200_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
208,200
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.56%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
5,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
5,000_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
5,000
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
..06%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Santa Monica Partners Opportunity Fund L.P., Santa Monica
Partners L.P., Santa Monica Partners Asset Management LLC, SMP
Asset Management LLC and Lawrence J. Goldstein.
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
230,000_________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
230,000
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.83%
14. TYPE OF REPORTING PERSON
IA
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Blair Corp ("BL"). The
principal executive offices of BL are located at 220 Hickory
Street, Warren, PA 16366.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Phillip Goldstein, 60
Heritage Drive, Pleasantville, NY 10570, Andrew Dakos, 43
Waterford Drive, Montville, NJ 07045 and Santa Monica Partners
Opportunity Fund L.P., and Santa Monica Partners, L.P. which are
both New York limited partnerships. This Statement is also being
filed on behalf of Santa Monica Partners Asset Management LLC and
SMP Asset Management LLC, both Delaware limited liability
companies that act as the general partner for Santa Monica
Partners Opportunity Fund, L.P., and Santa Monica Partners L.P.,
respectively and Lawrence J. Goldstein, the president and sole
owner of the general partners. Their principal business address
is 1865 Palmer Avenue, Larchmont, New York 10538.
Phillip Goldstein is a self-employed investment advisor. He is
also President of Kimball and Winthrop, Inc., an investment
advisory firm. Andrew Dakos is President of Elmhurst Capital,
Inc., an investment advisory firm and Managing Member of the
general partner of Full Value Partners L.P., an investment fund.
The principal business of Lawrence J. Goldstein and entities is
money management.
During the last 5 years none of the reporting persons have been
convicted in a criminal proceeding, nor been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which they were or are subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Mr. Phillip Goldstein, Mr. Andrew Dakos and Mr. Lawrence J.
Goldstein are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Mr. Phillip Goldstein, Mr. Dakos and Mr. Lawrence J. Goldstein
have accumulated shares of the Issuer on behalf of accounts that
are managed by them. All funds that have been utilized to
purchase such shares are from such accounts or from margin loans
from broker dealers where these accounts are held.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons believe that the Issuer's stock price is
significantly less than its intrinsic value. They plan to enter
into discussions with the Issuer's management to explore measures
to enhance shareholder value. Currently, the Reporting Persons
have no plans to act in concert to buy, sell, hold or vote their
shares, i.e., each of the Reporting Persons may unilaterally
determine to buy, sell, hold or vote his shares without
consulting the other Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the quarterly report for the quarter ended March 31,
2004 there were 8,129,718 shares of BL outstanding. The
percentage set forth in this item (5a) was derived using such
number.
Mr. Phillip Goldstein is deemed to be the beneficial owner of
208,200 shares of BL or 2.56% of the outstanding shares. Mr.
Dakos is deemed to be the beneficial owner of 5,000 shares of BL
or .06% of the outstanding shares. Mr. Lawrence J. Goldstein is
deemed to be the owner of 230,000 shares of BL or 2.83% of the
outstanding shares.
b. Power to dispose of securities resides solely with Mr. Phillip
Goldstein for 208,200 shares. Power to vote securities resides
solely with Mr. Phillip Goldstein for 97,000 shares and jointly
for 3,000 shares. Power to dispose and vote securities resides
solely with Mr. Dakos for 5,000 shares. Power to dispose
securities resides solely with Mr. Lawrence J. Goldstein for
230,000 shares.
c. During the last sixty days the following shares of common
stock were purchased:
Phillip Goldstein
Trade Date
4/20/2004 10,000 @ 25.99
4/30/2004 18,600 @ 25.996
5/3/2004 11,400 @ 25.9348
5/4/2004 36,00 @ 25.9166
5/5/2004 5,000 2 25.95
5/6/2004 11,400 @ 25.984
5/7/2004 3,600 @ 26
5/10/2004 36,400 @ 25.9251
5/11/2004 20,000 @ 26
5/12/2004 29,600 @ 25.987
6/4/2004 300 @ 25.5466
6/4/2004 3,000 @ 25.55
6/4/2004 5,000 @ 25.6
6/7/2004 300 @ 25.6
Andrew Dakos
Trade Date
6/7/04 4,000 @ 25.6
6/9/04 1,000 @ 25.95
Lawrence J. Goldstein
Trade Date
4/20/04 18,000 @ 25.99
4/30/04 6,400 @ 26
5/3/04 11,600 @ 25.94
5/4/04 8,400 @ 25.92
5/6/04 13,600 @ 25.99
5/7/04 6,400 @ 26
5/10/04 33,700 @ 25.93
5/11/04 18,600 @ 26
5/12/04 30,400 @ 25.99
6/9/04 21,800 @ 25.9752
6/10/04 3,800 @ 26.03
d. Beneficiaries of accounts managed by Mr. Phillip Goldstein,
Mr. Dakos and Mr. Lawrence J. Goldstein are entitled to receive
any dividends or sales proceeds.
e. NA
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement
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.
Dated: 6/14/04
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Lawrence J. Goldstein
Name: Lawrence J. Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule 13D
(and all further amendments filed by them) with respect to the
shares of BL.
Dated: 6/14/04
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Lawrence J. Goldstein
Name: Lawrence J. Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos