-----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, QOdeVt9dkpcFYH4URlW/PUvegBTnHHmu09jgqOvw3aukQ1VqOQOKXW9xFxti8Jgx 82rkSpu8sQgTfMOx0CWQJA== 0000950116-96-000870.txt : 19960928 0000950116-96-000870.hdr.sgml : 19960928 ACCESSION NUMBER: 0000950116-96-000870 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960820 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-17051 FILM NUMBER: 96618041 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 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) 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) August 13, 1996 - ------------------------------------------------------------------------------- (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 8 pages - ------------------- ------------------ CUSIP NO. 692830508 Page 2 of 8 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 - ---|-------------------|------------------------------------------------------- Number of 7. | 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 8 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 8 pages - ------------------- ------------------ STATEMENT FOR AMENDMENT NO. 6 TO SCHEDULE 13D This Statement amends items 2, 4 and 7 to the Schedule 13D filed by Steel Partners II, L.P. ("Steel Partners II") with respect to 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. The general partner of Steel Partners II is Steel Partners LLC, a New York limited liability company of which Warren G. Lichtenstein is the managing member. For information regarding the background and identity of Mr. Lichtenstein, reference is made to the initial Schedule 13D of Steel Partners II. Item 4. Purpose of Transaction. Item 4 is being amended to report that, on August 13, 1996, Steel Partners II wrote to the Issuer to suggest several ways to enhance shareholder value. A copy of the letter is filed herewith as Exhibit 8 and incorporated herein by reference. 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. Item 7. Material to be Filed as Exhibits. 8. Letter dated August 13, 1996 from Steel Partners II to the Registrant. - ------------------- ------------------ CUSIP NO. 692830508 Page 5 of 8 pages - ------------------- ------------------ 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: August 15, 1996 Steel Partners II, L.P. By: Steel Partners LLC General Partner By: /s/ Warren G. Lichtenstein ------------------------------------- Warren G. Lichtenstein - ------------------- ------------------ CUSIP NO. 692830508 Page 6 of 8 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 Previously filed from Steel Partners II to the Registrant. 8 Letter dated August 13, 1996 8 from Steel Partners II to the Registrant. - ------------------- ------------------ CUSIP NO. 692830508 Page 7 of 8 pages - ------------------- ------------------ STEEL PARTNERS, L.L.C. 750 LEXINGTON AVENUE - 27TH FLOOR NEW YORK, NEW YORK 10022 ---------- TEL (212) 446-5216 FAX (212) 446-5290 August 13, 1996 Mr. Richard Horowitz P&F Industries, Inc. 300 Smith Street Farmingdale, New York 11735 Dear Richard: As you know, Steel Partners has been a patient long term investor in P&F Industries, and while the company's operations and balance sheet have improved, our return on investment has been inadequate. We feel the stock is, and continues to be significantly undervalued. Upon reading the second quarter report, we would like to make the following suggestions: 1. P&F should use its available lines of credit to retire the 10% preferred stock, and 13.75% subordinated debentures. These two financing instruments are extremely expensive and if refinanced at the lower rate you are paying under your existing line of credit (approximately 7.6%) it would instantly increase the company's profitability for the common shareholders, and simplify your capital structure. 2. The company has been aggressively searching for acquisition candidates for over 2 years, and as of today has not consummated a meaningful acquisition. While the stock market trading at an all time high we believe an expensive acquisition could be extremely risky. Considering the low price that P&F Industries common stock is trading at relative to the companies earnings, book value and intrinsic value, we believe the lowest risk acquisition the company can make is a substantial repurchase of its own shares. cont.../2 - ------------------- ------------------ CUSIP NO. 692830508 Page 8 of 8 pages - ------------------- ------------------ -2- If the company were to pursue these two actions, we estimate that net income in the most recent quarter would have been $0.13 cents per shares vs. $0.09, a 44% increase, and for the trailing 12 months earnings would have been $0.58 cents vs. $0.42 cents, a 38% increase. At its current p/e of 7.14 times (which we view as low) the stock should be trading at $4.14 per share vs. $3.00, and stated book value per share would still be $4.84 per share. Additionally, the company would still be in a strong financial position. Additionally, we propose the board approve the commencement by the company of a dutch tender offer for 1 million shares at $4.00 - $5.00 per share, where all shareholders have the ability to sell stock back to the company. If the company is not interested in pursuing this strategy, Steel Partners is prepared to explore any other viable alternative for increasing shareholder value including taking the company private. Sincerely yours, /s/ Warren Lichtenstein - ------------------------ Warren Lichtenstein General Partner cc: Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----