-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FrKk5EYDmd4a6/G7csf3co73z1LnTTQBfvx5Sh9el58XnOD/jJvU6bn9NYYYFTG4 SwDYt0de0PCTP1bsP1bbKA== 0000950112-95-002570.txt : 19951004 0000950112-95-002570.hdr.sgml : 19951004 ACCESSION NUMBER: 0000950112-95-002570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951003 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: P&F INDUSTRIES INC CENTRAL INDEX KEY: 0000075340 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 221657413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17051 FILM NUMBER: 95578304 BUSINESS ADDRESS: STREET 1: 300 SMITH ST CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 5166941800 FORMER COMPANY: FORMER CONFORMED NAME: PLASTICS & FIBERS INC DATE OF NAME CHANGE: 19671225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 STEEL PARTNERS II, L.P. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 P&F INDUSTRIES, INC. --------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK --------------------------------------------------------------- (Title of Class of Securities) 692830508 --------------------------------------------------------------- (CUSIP Number) Warren G. Lichtenstein Steel Partners II, L.P. 750 Lexington Avenue - 27th Floor New York, New York 10022 212/446-5217 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1995 ------------------------------------------------------------------- (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(b)(3) or (4), check the following box |__|. Check the following box if a fee is being paid with the statement |_|. Page 1 of 9 pages ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 2 of 9 pages | --------- | | | | ------------------------ ----------------------- _______________________________________________________________ 1. | Name of Reporting Persons: | | Steel Partners II, L.P. | | ___|__________________________________________________________ 2. | Check the Appropriate Box if a Member of a Group | | (a) [_] | (b) [_] | ___|___________________________________________________________ 3. | SEC Use Only | | - --------------------------------------------------------------- 4. | Source of Funds | | OO and WC | | - --------------------------------------------------------------- 5. | Check Box if Disclosure of Legal Proceedings is Required | Pursuant to Items 2(d) or 2(e) | | [_] | - --------------------------------------------------------------- 6. | Citizenship or Place of Organization | | Delaware | | - ---------------------------------------------------------------- | 7. Number of | Shares | Owned By | Each | 435,000 Reporting | Person | __________| ---------------------------------------------------- | 8. Shared Voting Power | | -0- | ---------------------------------------------------- Number of | 9. Sole Dispositive Power Shares | Owned | 435,000 By Each | Reporting | Person | ------------------------------------------------------- ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 3 of 9 pages | --------- | | | | ------------------------ ----------------------- - ------------------------------------------------------------------ |10. Shared Dispositive Power | | -0- | - ------------------------------------------------------------------ 11.| Aggregate Amount Beneficially owned by Reporting Persons | | 435,000 | - ---------------------------------------------------------------- 12.| Check Box if the Aggregate Amount of Row (11) Excludes [__] | Certain Shares | - ---------------------------------------------------------------- 13.| Percent of Class Represented by Amount in Row (11) | | 14.9% | - ---------------------------------------------------------------- 14.| Type of Reporting Persons | | PN | | | - ------------------------------------------------------------------ ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 4 of 9 pages | --------- | | | | ------------------------ ----------------------- STATEMENT FOR AMENDMENT NO. 5 TO SCHEDULE 13D --------------------------------------------- Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the Class A common stock of P&F Industries, Inc. a Delaware corporation (the "Issuer"), whose principal executive office is located at 300 Smith Street, Farmingdale, NY 11375. Item 2. Identity and Background. This statement is filed by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"). For information regarding the background and identity of Steel Partners II, reference is made to its initial Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. For the aggregate purchase price of, and the source of funds for, the 435,000 shares of Common Stock owned by Steel Partners II, reference is made to its initial filing on Schedule 13D and Amendment 3 thereto. Item 4. Purpose of Transaction. Item 4 is being amended to report that, on September 29, 1995, Steel wrote to the Issuer's Chairman to request a meeting to explore the possibility of taking the Company private with Management of the Issuer at a price of $4 per share. While Steel has neither sought nor arranged financing for such a transaction, it believes that, in light of the availability under the Issuer's line of credit together with the Issuer's financial condition, financing could be obtained. On October 2, 1995, the Chairman responded by informing Steel that the Issuer was not for sale, but that he would review any proposals Steel may have. Steel is in the process of preparing a proposal along the lines described above to submit to the Issuer's board. Other than as described above, Steel Partners II has no present plan or proposal with respect to the Issuer. It intends to review its investment in the Issuer on a continuing basis and, depending on various factors, including the Issuer's business affairs and financial position, the price levels of the Common Stock, the Rights Plan adopted by the Company, conditions in the securities markets and general economic and industry conditions, it may in the future take such actions with respect to its investment in the Issuer as it deems appropriate in light of the circumstances existing from time to time, including, but not limited to, purchasing additional shares of Common Stock, selling some or all of its shares, requesting representation on the Issuer's board of directors or proposing a slate of nominees for election as directors at the Issuer's annual meeting, a special meeting of stockholders or otherwise. ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 5 of 9 pages | --------- | | | | ------------------------ ----------------------- Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of shares of Common Stock reported owned by Steel Partners II is based upon 2,928,867 shares outstanding, which is the total number of shares of Common Stock outstanding as reported in the Company's Form 10-Q for the quarter ended June 30, 1995. As of the close of business on September 29, 1995, Steel Partners II owned 435,000 shares of Common Stock, constituting approximately 14.9% of the shares outstanding. (b) Steel Partners II has the sole power to vote and dispose of the shares owned by it, which power is exercisable by Mr. Lichtenstein and Mr. Butler. (c) Steel Partners II has not engaged in any transactions in the shares of Common Stock of the Issuer during the past sixty days. (d) No person other than Steel Partners II has the right to receive, or the power to direct the receipt of dividends from, or to the proceeds from, the sale of such shares of the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Agreement of Limited Partnership of Steel Partners II provides for the allocation of profits and losses from Steel Partner II's activities, including its investment in the Issuer, between the General Partner and the limited partners. A copy of the form of Agreement of Limited Partnership of Steel Partners II was filed as Exhibit 1 to its initial Schedule 13D. Except as set forth above in this Item 6, Steel Partners II has no contract, arrangement, understanding or relationship with respect to the Common Stock of the Issuer. ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 6 of 9 pages | --------- | | | | ------------------------ ----------------------- Item 7. Material to be Filed as Exhibits. 1. Form of Agreement of Limited Partnership of Steel Partners II. (Previously filed.) 2. Letter dated November 15, 1993 from Steel Partners II to the Issuer. (Previously filed.) 3. Letter dated June 6, 1994 from Steel Partners II to American Stock Transfer & Trust Co. (Previously filed.) 4. Letter dated June 7, 1994 from the Issuer to ASTC. (Previously filed.) 5. Letter dated June 14, 1994 from Steel's counsel to the Issuer. (Previously filed.) 6. Letter dated January 26, 1995 from Steel Partners II to the Registrant. (Previously filed.) 7. Letter dated September 29, 1995 from Steel Partners II to the Registrant. (Filed herewith.) SIGNATURES ---------- 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. Dated: October 3, 1995 Steel Partners II, L.P. By: Steel Partners Associates, L.P. General Partner By: Steel Partners, Ltd. General Partner By: /s/ Warren G. Lichtenstein ---------------------------- Warren G. Lichtenstein ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 7 of 9 pages | --------- | | | | ------------------------ ----------------------- EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 1 Form of Agreement of Previously filed Limited Partnership, of Steel Partners II, L.P. 2 Letter dated November 15, 1993 Previously filed from Steel Partners II to the Issuer. 3 Letter dated June 6, 1994 from Previously filed Steel Partners II to American Stock Transfer & Trust Co. 4 Letter dated June 7, 1994 from Previously filed the Issuer to ASTC. 5 Letter dated June 14, 1994 from Previously filed Steel's counsel to the Issuer. 6 Letter dated January 25, 1995 Previously filed from Steel Partners to the Issuer. 7 Letter dated September 29, 1995 8 from Steel Partners II to the Registrant. EX-99.7 2 EXHIBIT 7 ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 8 of 9 pages | --------- | | | | ------------------------ ----------------------- Steel Partners II, L.P. 750 LEXINGTON AVENUE - 27TH FLOOR NEW YORK, NEW YORK 10022 __________ TEL (212) 446-5216 FAX (212) 446-5290 September 29, 1995 BY FAX - ------ Mr. Richard Horowitz Chairman of the Board P&F Industries, Inc. 300 Smith Street Farmingdale, New York 11735 Dear Richard: Congratulations on your appointment as Chairman of P&F Industries, Inc. Steel Partners II, L.P. owns 14.9% of the outstanding shares of P&F Industries, Inc. and has owned this amount for approximately two years. We believe that you have done a terrific job in cleaning up the balance sheet of the company, selling off its non-performing assets, and refocusing the company on its two core businesses. The market has refused to recognize the value enhancement which we believe has occurred over the past 24 months and unfortunately we have been unable to purchase additional shares because of the company's Poison Pill. As we have discussed with you in our prior conversations, we believe that there are a variety of alternatives available to the company to increase the value of its stock. Historically, you have stated that it is the company's intention to increase the value of the company by making an acquisition in a related or unrelated business. It is our understanding that the company currently has a $9 million unused credit facility with its lenders which it can use as equity for an acquisition or some other corporate purpose including a stock repurchase program. ------------------------ --------------------- |CUSIP NO. 692830508 | | Page 9 of 9 pages | --------- | | | | ------------------------ ----------------------- It has been our experience that a company of the size of P&F Industries has a difficult time attracting the attention of institutional investors and security analysts due to market size and lack of liquidity. Even if the company makes an acquisition in the $10M - $20M range, the company will still fall far below the radar screen of most institutional investors and security analysts. As an alternative, we would like to sit down and explore the possibility of taking P&F private, with management, at a price of $4.00 per share with the understanding that any going private transaction would include, not preclude a strategy for acquisitions in the future. We are available at any time after Wednesday of next week to discuss this, or any other ideas you have regarding increasing shareholder value. Have a happy and healthy New Year. Sincerely, /s/ Warren Lichtenstein - ----------------------- Warren Lichtenstein -----END PRIVACY-ENHANCED MESSAGE-----