UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
P&F INDUSTRIES, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
692830508
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
OCTOBER 30, 2009
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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 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
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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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 UNITED STATES
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Number of (7) Sole Voting Power 180,688
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 180,688
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 180,688
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 5.0%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. Security and Issuer
Common stock of P&F Industries, Inc., 445 Broadhollow Road, Suite 100,
Melville, NY 11747.
ITEM 2. Identity and Background
Timothy Stabosz, of 1307 Monroe Street, LaPorte, IN 46350, a natural
person and United States citizen, is engaged as a private investor. He has not
been convicted in a criminal proceeding (excluding traffic violations or other
similar misdemeanors) in the last 5 years, and has not been a party to any
proceedings, or subject to any judgements or enjoinments, related to violations
of state or federal securities laws in his lifetime.
ITEM 3. Source and Amount of Funds or Other Consideration
Personal funds in the aggregate amount of $317,833.11 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
Respondent is filing this Amendment No. 1 to reflect a decrease in his
ownership percentage of the company's stock to 5.0%. The decrease was not
something respondent had intended; however, owing to the need to meet an
unforeseen margin call, respondent reduced his position in P&F (among other
securities).
While respondent has no intention in reducing his share position in P&F
below 5% in the near future, respondent reserves the right to, from time to
time and at any time, acquire additional shares in the open market or
otherwise, and reserves the right to dispose of any or all of his shares in the
open market or otherwise, at any time and from time to time.
Respondent remains in a process of seeking appointment to the company's
board of directors, and intends further communication with the Nominating
Committee, the Chairman of the Board, and the board of directors generally,
with the purpose of advancing, and safeguarding, the interests of the
approximate 2/3 of non-management outside shareholders.
Respondent intends to report back to the entire shareholder base, in 13d
amended filings, and, as should be necessary, in press releases, over the
success of his efforts to increase accountability, transparency, and promote
the interests of the majority outside shareholders of P&F.
Other than as set forth above in this Item 4, and in the previous Schedule
13D dated September 18, 2009, the respondent has no plans or proposals which
relate to, or could result in, any other matters referred to in subsections (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
As of the close of business on November 9, 2009, respondent has sole
voting and dispositive power over 180,688 shares of P&F Industries, Inc.'s
common stock. According to the company's latest Form 10-Q filing, as of August
17, 2009, there were 3,614,562 common shares outstanding. Respondent is
therefore deemed to own 5.0% of the company's common stock. Transactions
effected by the respondent since September 14, 2009, were performed in ordinary
brokerage transactions, and are indicated as follows:
10/30/09 sold 79,900 shares @ $2.858
11/02/09 bought 300 shares @ $2.95
11/04/09 bought 1000 shares @ $3.01
11/05/09 bought 1000 shares @ $2.96
11/06/09 bought 153 shares @ $2.96
11/09/09 bought 16 shares @ $2.96
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not Applicable
ITEM 7. Material to be Filed as Exhibits
Not Applicable
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 11/09/09
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor