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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL OMB Number: 3235-0145 Expires: December 25, 2005 Estimated average burden hours per response 11 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)
P&F Industries, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
692830508
(CUSIP Number)
December 31, 2004
(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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. Sole Voting Power -0- |
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6. Shared Voting Power 407,750 |
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7. Sole Dispositive Power -0- |
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8. Shared Dispositive Power 407,750 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 407,750
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (11) 11.5%
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
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. Sole Voting Power -0- |
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6. Shared Voting Power 407,750 |
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7. Sole Dispositive Power -0- |
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8. Shared Dispositive Power 407,750 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 407,750
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (11) 11.5%
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
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. Sole Voting Power -0- |
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6. Shared Voting Power 344,150 |
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7. Sole Dispositive Power -0- |
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8. Shared Dispositive Power 344,150 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 344,150
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (11) 9.7%
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
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. Sole Voting Power -0- |
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6. Shared Voting Power 63,600 |
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7. Sole Dispositive Power -0- |
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8. Shared Dispositive Power 63,600 |
9. Aggregate Amount Beneficially Owned by Each Reporting Person 63,600
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (11) 1.8%
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").
Shapiro and Lawndale disclaim beneficial ownership of the Stock except to the extent of their respective pecuniary interests therein. DAP and DAI are filing jointly with the other filers, but not as members of a group, and expressly disclaim membership in a group. In addition, the filing of this Schedule 13G on behalf of DAP and DAI should not be construed as an admission that either is, and each disclaims that it is, the beneficial owner of any of the Stock covered by this Statement.
(b) The principal business office of the Filers is located at:
591 Redwood Highway, Suite 2345, Mill Valley, CA 94941
(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 2, 2005
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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 |
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LAWNDALE CAPITAL MANAGEMENT, LLC
By: Andrew E. Shapiro, Manager |
Andrew E. Shapiro |