POWER TOOLS: Unhappy P&F shareholders to air concerns

Annual meetings are usually a big yawn, an excuse for a company to trot out its best before shareholders. Unless the company hasn't been doing well. Then, such meetings can be downright dramatic.

That may be the case Thursday when P&F Industries Inc., a Melville-based distributor of power tools, holds its annual shareholders meeting. By its own admission, P&F has been struggling against declining sales and losses during the Great Recession.

But some major shareholders are blaming management and plan to make themselves heard at the meeting at the Conference Center on Broad Hollow Road.

Andrew Shapiro, president and portfolio manager at California-based Lawndale Capital Management Llc, which owns 7.7 percent of P&F's outstanding shares and is the company's third-largest independent owner, plans to give directors an earful.

Shapiro has prepared extensive documents that he says will show that P&F chairman RichardHorowitz's compensation has been "excessive" - $18 million in 14 years - given the company's struggles; that only Horowitz, who has been P&F chief executive for the past 14 years, has benefited from his reign, and that the company's board requires "increased independence." Shapiro said that as a protest he has asked that his voting shares be "withheld" at the meeting.

Shapiro said he has found that Horowitz and three of P&F's board members all are members of the Glen Oaks Country Club, which he said makes them much too close for shareholders' comfort.

Timothy Stabosz of Laporte, Ind., who identified himself as another large P&F shareholder, said he had spent "a fruitless 7 1/2-month quest" to persuade the company's board to make changes from its "dysfunctional structure."

Stabosz said Horowitz asked him why "I didn't just sell my stock and go away."

P&F shares are down 11.5 percent this year. They rose 12.7 percent yesterday to close at $2.30.

A company spokesman said P&F would have no comment on anything shareholders said. Shapiro and Stabosz are expected to show up at the meeting.

Will it be hot?

"I don't know," Shapiro said. "The meeting is under the direction and control of Mr. Horowitz. He could make it a nonevent."