UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2004
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P & F Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-5332 22-1657413
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Smith Street, Farmingdale, New York 11735
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (631) 694-1800
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On August 18, 2004, the Board of Directors of P & F Industries, Inc. (the
"Company") declared a dividend distribution of one preferred share purchase
right (a "Right") for each outstanding share of Class A common stock, par value
$1.00 per share ("Common Stock"), of the Company. The dividend is payable to the
stockholders of record on September 6, 2004 (the "Record Date") and with respect
to the Common Stock issued thereafter until the Distribution Date (as defined
below) and, in certain circumstances, with respect to the Common Stock issued
after the Distribution Date. Except as set forth below, each Right, when it
becomes exercisable, entitles the registered holder to purchase from the Company
a unit consisting of one one-thousandth (1/1000th) of a share (a "Unit") of
Series A-2004 Junior Participating Preferred Stock, par value $10.00 per share
(the "Preferred Stock"), of the Company, at a purchase price of $40 per Unit,
subject to adjustment (the "Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of
August 19, 2004, between the Company and American Stock Transfer & Trust
Company, as Rights Agent.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate certificates evidencing
the Rights ("Rights Certificates") will be distributed. The Rights will separate
from the Common Stock and a "Distribution Date" will occur upon the earlier of
(i) ten days following a public announcement that a person or group of
affiliated or associated persons (other than an "Exempted Person" as defined
below) (an "Acquiring Person") has acquired beneficial ownership of 15% or more
of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or
(ii) ten business days (or such later date as may be determined by action of the
Board of Directors) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person.
An "Exempted Person" is (i) the Company, (ii) any subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any subsidiary of
the Company, (iv) any person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan, (v) Sidney Horowitz
and his associates or (vi) Richard A. Horowitz and his associates; provided,
however, that (i) if Sidney Horowitz or his associates (other than Richard A.
Horowitz) shall become the beneficial owner of 10% or more of the shares of
Common Stock then outstanding, each of them shall be then deemed to be an
Acquiring Person and (ii) if Richard A. Horowitz or his associates (including
Sidney Horowitz) shall become the beneficial owner of 46% or more of the shares
of Common Stock then outstanding (the "RAH Trigger Amount"), then each of them
shall be deemed to be an Acquiring Person, except that Richard A. Horowitz and
his associates (other than Sidney Horowitz) shall not be deemed to be an
Acquiring Person as a result of being the beneficial owner of shares of Common
Stock in excess of the RAH Trigger Amount solely because Sidney Horowitz or his
associates (other than Richard A. Horowitz) are deemed to be an Acquiring
Person.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with the Common Stock,
(ii) new Common Stock certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on September 6, 2014, unless earlier redeemed by the
Company as described below.
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
Each share of Preferred Stock will be entitled to a minimum preferential
quarterly dividend payment of $10 per share and will be entitled to an aggregate
dividend of 1000 times the dividend declared per share of Common Stock. In the
event of liquidation, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $1,000 per share but will be
entitled to an aggregate payment (after certain payments to the holders of
Common Stock) of 1000 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 1,000 votes, voting together with the Common
Stock. In the event of any merger, consolidation or other transaction in which
Common Stock is exchanged, each share of Preferred Stock will be entitled to
receive 1000 times the amount received per share of Common Stock. The Preferred
Stock is not redeemable.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person becomes an Acquiring Person (except pursuant
to an offer for all outstanding shares of Common Stock at a price and on terms
which the Board of Directors determines to be fair to and otherwise in the best
interests of the Company and its stockholders), the Rights will entitle each
holder to receive, upon exercise of the Right, the number of shares of Common
Stock (or in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of the event set forth
in this paragraph, all Rights that are or were beneficially owned by an
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of any of the events set forth above until such time as
the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $40 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set forth
in the preceding paragraph would entitle its holder to purchase $80 worth of
Common Stock (or other consideration, as noted above) for $40. Assuming that the
Common Stock had a per share value of $2 at such time, the holder of each valid
Right would be entitled to purchase forty (40) shares of Common Stock for $40.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the
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surviving corporation (other than a merger which follows an offer described in
the second preceding paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. There is an exception
for a merger that is approved by the Board of Directors at a price which is fair
to, and otherwise in the best interests of, the shareholders and in which all
shareholders of the Company receive equal consideration. The events set forth in
this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"), payable in cash, Common Stock or any other form
of consideration deemed appropriate by the Board of Directors. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (other than an Acquiring
Person or its associates or affiliates) or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
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Each share of Common Stock outstanding at the close of business on
September 6, 2004 will receive one Right. As long as the Rights are attached to
the Common Stock, the Company will issue one Right for each new share of Common
Stock so that all such shares will have attached Rights. The Company has
reserved 10,000 shares of Preferred Stock for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Board of Directors may, at its
option, at any time until ten days following the Stock Acquisition Date redeem
all but not less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as Exhibit A the Certificate of
Designation, Preferences and Rights of the Series A-2004 Junior Participating
Preferred Stock of P & F Industries, Inc., as Exhibit B the Form of Rights
Certificate and as Exhibit C the form of Summary of Rights to Purchase Preferred
Stock of P & F Industries, Inc., is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to such
exhibit.
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Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed as part of this report:
4.1. Rights Agreement dated as of August 19, 2004 between P & F Industries,
Inc. and American Stock Transfer & Trust Company, as Rights Agent,
which includes as Exhibit A the Form of Certificate of Designation,
Preferences and Rights of Series A-2004 Junior Participating Preferred
Stock of P & F Industries, Inc., as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Stock.
99.1 Press Release issued August 19, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
P & F INDUSTRIES, INC.
Dated as of August 19, 2004 By: /s/ Joseph A. Molino, Jr.
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Joseph A. Molino, Jr.
Vice President
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Rights Agreement dated as of August 19, 2004 between P & F
Industries, Inc. and American Stock Transfer & Trust Company,
as Rights Agent, which includes as Exhibit A the Form of
Certificate of Designation, Preferences and Rights of Series
A-2004 Junior Participating Preferred Stock of P & F
Industries, Inc., as Exhibit B the form of Rights Certificate
and as Exhibit C the Summary of Rights to Purchase Preferred
Stock.
99.1 Press Release issued August 19, 2004