sc13da1101874027_07162009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 11)1

P&F Industries, Inc.
(Name of Issuer)

Class A Common Stock, par value $1.00
(Title of Class of Securities)

692830508
(CUSIP Number)

STEVE WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 15, 2009
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

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
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
144,564
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
144,564
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 692830508
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS HOLDINGS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
144,564
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
144,564
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
PN

3
CUSIP NO. 692830508
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
144,564
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
144,564
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
OO

4
CUSIP NO. 692830508
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
144,564
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
144,564
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
OO

5
CUSIP NO. 692830508
 
1
NAME OF REPORTING PERSON
 
WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
144,564
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
144,564
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
144,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 692830508
 
The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”).  The primary purpose of amending the Schedule 13D is to reflect certain distributions to indirect investors of Steel Partners II, L.P. and related distributions by certain of the other Reporting Persons and their affiliates, to remove Steel Partners II Master Fund L.P. as a Reporting Person and to add Steel Partners II GP LLC as a Reporting Person.  Shares held by Steel Partners II (Offshore) Ltd. (“Steel Offshore”), an entity related to the Reporting Persons, as a result of the distributions are not reported herein as beneficially owned by the Reporting Persons as such Shares are anticipated to be distributed to investors of this entity.  In furtherance of the foregoing, Items 2, 3 and 5 of the Schedule 13D are hereby amended and restated as set forth herein.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners Holdings L.P. (formerly known as WebFinancial L.P.), a Delaware limited partnership (“Steel Holdings”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), Steel Partners II GP LLC, a Delaware limited liability company (“Steel Partners GP”), and Warren G. Lichtenstein.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
Steel Holdings is the sole limited partner of Steel Partners II.  Partners LLC is the manager of Steel Partners II and Steel Holdings.  Steel Partners GP is the general partner of Steel Partners II and Steel Holdings.  Warren G. Lichtenstein is the manager of Partners LLC and the managing member of Steel Partners GP.  By virtue of these relationships, each of Steel Holdings, Partners LLC, Steel Partners GP and Mr. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Set forth on Schedule A annexed hereto is the name and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers of Partners LLC, (ii) the executive officers of Steel Partners GP, and (iii) the individuals anticipated to serve as directors of the future successor general partner of Steel Holdings who are currently serving the function of directors of Steel Holdings.
 
(b)           The principal business address of each of Steel Partners II, Steel Holdings, Partners LLC, Steel Partners GP and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
 
(c)           Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies.  It may seek to obtain majority or primary control, board representation or other significant influence over the portfolio companies in which it holds an interest.  The principal business of Steel Partners II is holding securities for the account of Steel Holdings.  The principal business of Partners LLC is serving as the manager of Steel Partners II and Steel Holdings.  The principal business of Steel Partners GP is serving as the general partner of Steel Partners II and Steel Holdings.  The principal occupation of Warren G. Lichtenstein is serving as the manager of Partners LLC and as the managing member of Steel Partners GP.
 
(d)           No Reporting Person nor any person listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
7
CUSIP NO. 692830508
 
(e)           No Reporting Person nor any person listed on Schedule A annexed hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Warren G. Lichtenstein and the persons listed on Schedule A are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 144,564 Shares owned by Steel Partners II is approximately $1,221,607, including brokerage commissions.  The Shares owned by Steel Partners II were acquired with partnership funds.
 
Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 3,614,562 Shares outstanding, which is the total number of Shares outstanding as of May 10, 2009 as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2009.
 
As of the close of business on July 16, 2009, Steel Partners II owned directly 144,564 Shares, constituting approximately 4.0% of the Shares outstanding.  By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel Holdings, Partners LLC, Steel Partners GP and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
 
(b)           Each of the Reporting Persons may be deemed to have shared power to vote and dispose of the Shares reported in this Schedule 13D owned directly by Steel Partners II.
 
(c)           On July 15, 2009, Steel Partners II effected a distribution to its indirect investors of an aggregate of 185,877 Shares.  Schedule B annexed hereto lists all other transactions in the Shares by the Reporting Persons during the past 60 days.  All transactions listed on Schedule B were effected in the open market.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           As of the close of business on July 15, 2009, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of the Exchange Act, the beneficial owners of any securities covered by this Schedule 13D.  The Reporting Persons disclaim beneficial ownership of 53,331 Shares held by Steel Offshore.
 
8
CUSIP NO. 692830508
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: July 17, 2009
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS HOLDINGS L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Manager


 
STEEL PARTNERS II GP LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
/s/ Sanford Antignas
 
SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
 
9
CUSIP NO. 692830508
 
SCHEDULE A
 
Executive Officers of Steel Partners LLC
 
Name and Position
  
Present Principal Occupation
 
  
Business Address
Warren G. Lichtenstein,
Chairman and Chief Executive Officer
  
Chairman and Chief Executive Officer
of Steel Partners LLC, a global
management firm
 
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard,
President
  
President of Steel Partners LLC,
a global management firm, and
a principal of Mutual Securities, Inc.,
a registered broker dealer
 
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Sanford Antignas,
Managing Director,
Chief Operating Officer and Secretary
 
  
Managing Director, Chief Operating Officer
and Secretary of Steel Partners LLC,
a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Michael Falk,
Vice President,
Chief Financial Officer, Treasurer
and Assistant Secretary
  
Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022

 
Executive Officers of Steel Partners II GP LLC
 
Name and Position
  
Present Principal Occupation
 
  
Business Address
Warren G. Lichtenstein,
Chairman and Chief Executive Officer
  
Chairman and Chief Executive Officer
of Steel Partners LLC, a global
management firm
 
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard,
President
  
President of Steel Partners LLC,
a global management firm, and
a principal of Mutual Securities, Inc.,
a registered broker dealer
 
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Sanford Antignas,
Managing Director,
Chief Operating Officer and Secretary
  
Managing Director, Chief Operating Officer
and Secretary of Steel Partners LLC,
a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
 
10
CUSIP NO. 692830508
 
Individuals Serving the Function of Directors of Steel Partners Holdings L.P.
 
Name
  
Present Principal Occupation
 
  
Business Address
Anthony Bergamo
  
Vice Chairman of MB Real Estate,
a property management company
  
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
 
John P. McNiff
  
Partner of Mera Capital Management LP,
a private investment partnership
  
c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
 
Joseph L. Mullen
  
Managing Partner of Li Moran International, Inc.,
a management consulting company
  
c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
 
General Richard I. Neal
  
President of Audio MPEG, Inc.,
a licensor of intellectual property
  
c/o Audio MPEG, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
 
Allan R. Tessler
  
Chairman and Chief Executive Officer
of International Financial Group, Inc.,
an international merchant banking firm
 
  
c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014
Warren G. Lichtenstein
  
Chairman and Chief Executive Officer
of Steel Partners LLC, a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
 
Sanford Antignas
  
Managing Director, Chief Operating Officer
and Secretary of Steel Partners LLC,
a global management firm
  
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
 
11
CUSIP NO. 692830508
 
SCHEDULE B
 
Transactions in the Shares During the Past 60 Days
(other than as set forth in Item 5(c))
 
Class of
Security
Securities
(Sold)
 
Price ($)
Date of
Sale

STEEL PARTNERS II, L.P.
 
Common Stock
  
(13,727)
  
2.6283
06/12/09
Common Stock
  
(400)
  
2.0000
06/15/09
Common Stock
  
(1,800)
  
2.0000
06/26/09
Common Stock
  
(1,717)
  
2.0031
06/29/09
Common Stock
  
(3,000)
  
2.0000
06/30/09
 
STEEL PARTNERS HOLDINGS L.P.
 
None
 
STEEL PARTNERS LLC
 
None
 
STEEL PARTNERS II GP LLC
 
None
 
WARREN G. LICHTENSTEIN
 
None
 
12