0001162893-12-000008.txt : 20120817 0001162893-12-000008.hdr.sgml : 20120817 20120817133206 ACCESSION NUMBER: 0001162893-12-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120817 DATE AS OF CHANGE: 20120817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STABOSZ TIMOTHY J CENTRAL INDEX KEY: 0001162893 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1307 MONROE STREET CITY: LA PORTE STATE: IN ZIP: 46350 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: 005-39826 FILM NUMBER: 121042151 BUSINESS ADDRESS: STREET 1: 445 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: (631)694-9800 MAIL ADDRESS: STREET 1: 445 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: PLASTICS & FIBERS INC DATE OF NAME CHANGE: 19671225 SC 13D/A 1 pf13d16.txt FORM 13D AMENDMENT NUMBER 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 10) Under the Securities Exchange Act of 1934 P&F INDUSTRIES, INC. ------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK ------------------------------------------------------------------------------- (Title of class of securities) 692830508 -------------------------------------------------------- (CUSIP number) TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087 ------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) AUGUST 9, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] 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. 692830508 -------------------------------------------------------------------------------- 1. Name of Reporting Person TIMOTHY JOHN STABOSZ -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] NOT APPLICABLE (b) [_] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check Box 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 (7) Sole Voting Power 177,334 Shares ____________________________________________ Beneficially (8) Shared Voting Power 0 Owned by ____________________________________________ Each (9) Sole Dispositive Power 177,334 Reporting ____________________________________________ Person With (10) Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned 177,334 by each Reporting Person -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes [_] Certain Shares -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.8% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- ITEM 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and restated to read as follows: Personal funds in the aggregate amount of $386,060.45 have been used to effect the purchases. No part of the purchase price represents borrowed funds. ITEM 4. Purpose of Transaction Item 4 is hereby amended to add the following: With the filing of this Amendment #10, respondent reports a decrease in his ownership position in the Company's common stock to 4.8%, from the 5.4% previously reported in Amendment #9, filed on July 24, 2012. Noting recent increases in P&F's trading price, the respondent's sales primarily reflect his current view of the opportunity cost of owning P&F, relative to a number of alternative investments he deems as more deeply undervalued. As a result of his ownership interest dropping below 5%, the respondent's reporting obligations under Section 13D of the Act are terminated. However, as long as he maintains a material position in P&F stock, the respondent intends to continue to file Form 13Ds, as is appropriate, in order to draw attention to the compelling evidence that a primarily "crony" and "socialite" P&F board continues to be woefully lacking in self-respect, independence, transparency, and moral accountability...and that that board, collectively, continues to evidence an unconscionable primary loyalty to the personal, pecuniary, and power needs of the company's long-time entrenched, over-compensated, and underperforming CEO. Respondent may increase or decrease his ownership position in P&F's common stock in the future (including the possibility of again increasing his position above 5%), based upon respondent's trading, investing, diversification, margin, arbitrage, or other needs and purposes. ITEM 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read as follows: At the close of business on August 16, 2012, respondent has sole voting and dispositive power over 177,334 shares of P&F Industries, Inc.'s common stock. According to the Company's latest Form 10-Q filing, as of August 11, 2012, there were 3,666,562 common shares outstanding. Respondent is therefore deemed to own 4.8% of the Company's common stock. Transactions effected by the respondent since July 20, 2012 were performed in ordinary brokerage transactions, and are indicated as follows: 07/25/12 sold 5000 shares at $5.33 07/30/12 sold 10,000 shares at $5.108 08/01/12 sold 2456 shares at $5.344 08/01/12 bought 107 shares at $5.46 08/09/12 sold 1686 shares at $6.24 ITEM 7. Material to be Filed as Exhibits NONE SIGNATURES 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. Date 08/17/12 Signature Timothy J. Stabosz Name/Title Timothy J. Stabosz, Private Investor