SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
P&F INDUSTRIES, INC.
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
692830508
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(CUSIP Number)
Warren G. Lichtenstein
Steel Partners II, L.P.
750 Lexington Avenue - 27th Floor
New York, New York 10022
212/446-5217
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1995
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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(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
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|CUSIP NO. 692830508 | | Page 2 of 9 pages |
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_______________________________________________________________
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
|
|
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4. | Source of Funds
|
| OO and 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
|
| Delaware
|
|
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| 7.
Number of |
Shares |
Owned By |
Each | 435,000
Reporting |
Person |
__________|
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| 8. Shared Voting Power
|
| -0-
|
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Number of | 9. Sole Dispositive Power
Shares |
Owned | 435,000
By Each |
Reporting |
Person |
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|CUSIP NO. 692830508 | | Page 3 of 9 pages |
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|10. Shared Dispositive Power
|
| -0-
|
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11.| Aggregate Amount Beneficially owned by Reporting Persons
|
| 435,000
|
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12.| Check Box if the Aggregate Amount of Row (11) Excludes [__]
| Certain Shares
|
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13.| Percent of Class Represented by Amount in Row (11)
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| 14.9%
|
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14.| Type of Reporting Persons
|
| PN
|
|
|
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|CUSIP NO. 692830508 | | Page 4 of 9 pages |
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STATEMENT FOR AMENDMENT NO. 5 TO SCHEDULE 13D
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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.
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|CUSIP NO. 692830508 | | Page 5 of 9 pages |
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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.
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|CUSIP NO. 692830508 | | Page 6 of 9 pages |
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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
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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
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Warren G. Lichtenstein
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|CUSIP NO. 692830508 | | Page 7 of 9 pages |
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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.
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|CUSIP NO. 692830508 | | Page 8 of 9 pages |
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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
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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.
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|CUSIP NO. 692830508 | | Page 9 of 9 pages |
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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
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Warren Lichtenstein
