-----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, GaItBYlUEIblPm/vyhoneCGmFysYSd0Mc+cR/vnOUzG9BZv0qfxWg2ZAcWotL0BO ZI1uj0Sc/0DHW6soz9+fjQ== 0000935836-02-000070.txt : 20020414 0000935836-02-000070.hdr.sgml : 20020414 ACCESSION NUMBER: 0000935836-02-000070 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020207 GROUP MEMBERS: ANDREW E. SHAPIRO 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-17051 FILM NUMBER: 02529197 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: LAWNDALE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000929870 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE SAMSOME ST STE 3900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4152882330 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3900 CITY: SAN FRANSICO STATE: CA ZIP: 94104 SC 13G 1 pf13g.htm

SEC 1745

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

P&F Industries, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

692830508

(CUSIP Number)

 

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Lawndale Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 344,350

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 344,350

9. Aggregate Amount Beneficially Owned by Each Reporting Person 344,350

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (11) 9.8%

12. Type of Reporting Person (See Instructions)

OO, IA

 

 

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Andrew E. Shapiro

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization United States

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 344,350

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 344,350

9. Aggregate Amount Beneficially Owned by Each Reporting Person 344,350

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (11) 9.8%

12. Type of Reporting Person (See Instructions)

IN

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Diamond A Partners, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 300,050

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 300,050

9. Aggregate Amount Beneficially Owned by Each Reporting Person 300,050

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (11) 8.5%

12. Type of Reporting Person (See Instructions)

PN

 

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Diamond A Investors, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 44,300

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 44,300

9. Aggregate Amount Beneficially Owned by Each Reporting Person 44,300

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (11) 1.3%

12. Type of Reporting Person (See Instructions)

PN

Item 1.

(a) Name of Issuer

P&F Industries, Inc.

(b) Address of Issuer's Principal Executive Offices

300 Smith Street, Farmingdale, NY 11735

Item 2.

(a) The names of the persons filing this statement are:

Andrew E. Shapiro ("Shapiro"), Lawndale Capital Management, LLC ("Lawndale"), Diamond A. Partners, L.P. ("DAP") and Diamond A Investors, L.P. ("DAI") (collectively, the "Filers").

The Filers are filing this Schedule jointly, but DAP and DAI expressly disclaim membership in a group.

(b) The principal business office of the Filers is located at:

One Sansome Street, Suite 3900, San Francisco, CA 94104

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of Class A Common Stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 692830508

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Lawndale is an investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the Stock. Shapiro is the Manager of Lawndale. Lawndale is the general partner of those clients, DAP and DAI.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2(a) of this Schedule.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.

The following Certification is made by Lawndale Capital Management, LLC and Andrew E. Shapiro:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

The following Certification is made by Diamond A Partners, L.P. and Diamond A Investors, L.P.:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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: February 6, 2002

DIAMOND A PARTNERS, L.P.

By: Lawndale Capital Management, LLC,

General Partner

By: Andrew E. Shapiro, Manager

DIAMOND A INVESTORS, L.P.

By: Lawndale Capital Management, LLC,

General Partner

By: Andrew E. Shapiro, Manager

LAWNDALE CAPITAL MANAGEMENT, LLC

 

By: Andrew E. Shapiro, Manager

 

Andrew E. Shapiro

 

 

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