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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): September 16, 1998
P & F INDUSTRIES, INC.
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(Exact name of registrant as specified in its governing instruments)
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: (516) 694-1800
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Item 2. Acquisition or Disposition of Assets.
On September 16, 1998, pursuant to an Asset Purchase Agreement dated
as of such date (the "Asset Purchase Agreement"), Green Manufacturing, Inc., a
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Delaware corporation and a wholly-owned subsidiary of P & F Industries, Inc.
(the "Registrant"), acquired certain assets (the "Purchased Property") of
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Green Manufacturing, Inc., an Ohio corporation (the "Seller"), and assumed
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certain of the Seller's liabilities. The purchase price for the acquisition
of the Purchased Property was $10,500,000 in cash, which amount was the result
of arms'-length negotiations between P&F 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 Purchased Property was used by the Seller in the business of
manufacturing custom-engineered hydraulic cylinders, prefabricated stairways
and platforms and tractor-mounted post hole diggers. The Registrant intends
to continue such use of the Purchased Property.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a)(b) The financial statements and pro forma financial information
required to be filed with this Current Report on Form 8-K will,
in accordance with Item 7 to such Form, be filed by an
amendment to this Form 8-K within 60 days of the date hereof.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of September 16, 1998,
by and between Green Manufacturing, Inc., an Ohio
corporation, and the Registrant.
Page iv of the Asset Purchase Agreement contains a list of the Schedules and
Exhibit thereto. The Registrant will furnish a copy of any omitted Schedules or
Exhibit to the 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: September 30, 1998
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