SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2002
P & F INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5332 22-1657413
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
300 Smith Street
Farmingdale, New York 11735
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(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 694-1800
Item 2. Acquisition or Disposition of Assets.
On May 3, 2002, pursuant to a Stock Purchase Agreement dated as of such
date, Countrywide Hardware, Inc., a Delaware corporation and a wholly-owned
subsidiary of P&F Industries, Inc. (the "Registrant"), acquired the outstanding
capital stock of Nationwide Industries, Inc., a Florida corporation (the
"Company"), from Mark C. Weldon (the "Seller"). The purchase price for the
acquisition of the outstanding capital stock of the Company was $11,500,000 in
cash, subject to adjustment, which amount was the result of arms-length
negotiations between the Registrant and the Seller, and which was financed
primarily pursuant to a Credit Agreement, dated as of July 23, 1998, as amended,
between European American Bank, the Registrant and subsidiaries of the
Registrant.
The Company is engaged in the business of importing and manufacturing door,
window and fencing hardware. The Registrant intends to continue in the business
conducted by the Company.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) (b)
(c) Exhibits
2.1 Stock Purchase Agreement, dated as of May 3, 2002, between Mark
C. Weldon and the Registrant.
4.1 Credit Agreement, dated as of July 23, 1998, by and among the
Registrant, Florida Pneumatic Manufacturing Corporation, a
Florida corporation, Embassy Industries, Inc., a New York
corporation, and European American Bank, a New York banking
corporation (Incorporated by reference to Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1998).
4.2 Amendment No. 1 to Credit Agreement, dated as of September 16,
1998, by and among the Registrant, Florida Pneumatic
Manufacturing Corporation, a Florida corporation, Embassy
Industries, Inc., a New York corporation, Green Manufacturing,
Inc., a Delaware corporation, and European American Bank, a New
York banking corporation (Incorporated by reference to Exhibit
4.4 to the Registrant's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1998).
4.3 Amendment No. 2 to Credit Agreement, dated as of July 28, 1999,
by and among the Registrant Florida Pneumatic Manufacturing
Corporation, a Florida corporation, Embassy Industries, Inc., a
New York corporation, Green Manufacturing, Inc., a Delaware
corporation, and European American Bank, a New York banking
corporation (Incorporated by reference to Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999).
4.4 Amendment No. 3 to the Credit Agreement, dated as of July 26,
2000, by and among the Registrant Florida Pneumatic Manufacturing
Corporation, a Florida corporation, Embassy Industries, Inc., a
New York corporation, Green Manufacturing, Inc., a Delaware
corporation, and European American Bank, a New York banking
corporation (Incorporated by reference to Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000).
4.5 Amendment No. 4 to the Credit Agreement, dated as of June 25,
2001, by and among the Registrant Florida Pneumatic Manufacturing
Corporation, a Florida corporation, Embassy Industries, Inc., a
New York corporation, Green Manufacturing, Inc., a Delaware
corporation, and European American Bank, a New York banking
corporation (Incorporated by reference to Exhibit 4.7 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
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4.6 Amendment No. 5 to Credit Agreement, dated as of May 3, 2002, by
and among the Registrant, Florida Pneumatic Manufacturing
Corporation, a Florida corporation, Embassy Industries, Inc., a
New York corporation, Green Manufacturing, Inc., a Delaware
corporation, and Citibank, N.A. (successor-in-interest to
European American Bank), a New York banking incorporation
(Incorporated by reference to Exhibit 4.8 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002).
4.9 Certain instruments defining the rights of holders of the
long-term debt securities of the Registrant are omitted pursuant
to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The
Registrant agrees to furnish supplemental copies of these
instruments to the Securities and Exchange Commission upon
request.
Pages (i) and (ii) of the Stock Purchase Agreement contain a list of the
Schedules and Exhibits thereto. The Registrant will furnish a copy of any
omitted Schedules or Exhibits to the Securities and Exchange Commission upon
request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
P & F INDUSTRIES, INC.
By: /s/ Richard A. Horowitz
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Name: Richard A. Horowitz
Title: Chairman of the Board,
President and Chief
Executive Officer
Dated: May 17, 2002
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