SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
FAB Industries, Inc.
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(Name of Issuer)
Common Stock, $0.20 par value
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(Title of Class of Securities)
302747100
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(CUSIP Number)
Salvatore Muoio
S. Muoio & Co. LLC
c/o 509 Madison Avenue, Suite 406
New York, NY 10022
(212) 297-2555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 2005
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
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(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 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. 302747100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salvatore Muoio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
262,200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
262,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 302747100
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Muoio & Co. LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
262,200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
262,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON*
IA, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 302747100
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Item 1. Security and Issuer.
The name of the issuer is FAB Industries, Inc., a Delaware corporation (the
"Issuer"). The address of the Issuer's offices is 200 Madison Avenue, New York,
New York 10016. This Schedule 13D relates to the Issuer's Common Stock, $0.20
par value (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (i) Salvatore Muoio, a
United States citizen and (ii) S. Muoio & Co. LLC, a Delaware limited liability
company ("SMC") (collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 509 Madison
Avenue, Suite 406, New York, NY 10022.
Salvatore Muoio is the managing member of SMC, an investment management
firm that serves as the general partner and/or investment manager to a number of
private investment vehicles and managed accounts.
(d) Neither of the Reporting Persons, individually or collectively, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years, been
a 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.
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Item 3. Source and Amount of Funds or Other Consideration.
Salvatore Muoio, through his position as the managing member of SMC, is
deemed to be the beneficial owner of the 262,200 Shares held by the private
investment vehicles and managed accounts over which SMC exercises investment
discretion. The total cost for the Shares Mr. Muoio may be deemed to
beneficially own is $472,091.41.
SMC, the investment manager and general partner of a number of private
investment vehicles and managed accounts, may be deemed to beneficially own the
262,200 Shares held by such entities. The total cost for the Shares SMC may be
deemed to beneficially own is $472,091.41.
The funds for the purchase of the Shares beneficially owned by the
Reporting Persons came from the respective funds of the private investment
vehicles and managed accounts over which the Reporting Persons exercise
investment discretion.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired their Shares of the Issuer for investment
purposes. The Reporting Persons believe a) the Shares are undervalued, and b)
the liquidation process has been mismanaged, and are now devising and evaluating
alternatives for the realization of value for the Issuer's shareholders.
The Reporting Persons intend to engage in discussions with management and
the Board of Directors of the Issuer concerning the business, operations and
future plans of the Issuer. The Reporting Persons believe that the Company
should begin taking all steps necessary to maximize shareholder value including,
but not limited to, the declaration of a special dividend to shareholders or
other action to return excess cash to the Company's shareholders, in accordance
with the Issuer's Plan of Liquidation and Dissolution that was adopted on May
30, 2002.
On May 6, 2005, the Reporting Persons sent a letter to Mr. Samson Bitensky,
the Chairman of the Board and Chief Executive Officer of the Issuer (the
"Letter"). The Reporting Persons called on the Board of Directors to proceed
with the complete liquidation of the Issuer's assets rather than sell the Issuer
to an opportunistic bidder at a price below value. The Reporting Persons stated
that they would oppose any transaction to any group at less than $4.00 per
share. Furthermore, the Reporting Persons said that under certain limited
circumstances enumerated in the Letter, the Reporting Persons may be willing to
lead or participate in the making of an offer to all shareholders of the Issuer
in the $3.00 price range.
Depending on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the Common
Stock, conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to investment in the Issuer as it deems appropriate including, without
limitation, communicating with other stockholders, seeking Board representation
and/or a change in the present management of the Issuer, calling for a vote by
the Shareholders to accelerate the liquidation of the Issuer's assets, making
proposals to the Issuer concerning the capitalization and operations of the
Issuer, purchasing additional Shares of Common Stock or selling some or all of
their Shares or changing their intention with respect to any and all matters
referred to in Item 4.
The Reporting Persons are also reviewing the various legal remedies that
may be available to them to review the Issuer's books and records.
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Item 5. Interest in Securities of the Issuer.
Salvatore Muoio
(a-e) As of the date hereof, Salvatore Muoio may be deemed to be the
beneficial owner of 262,200 Shares or 5.0% of the Shares of the Issuer, based
upon the 5,215,031 Shares outstanding as of May 4, 2005, according to the
Issuer's most recent Form 10-K.
Salvatore Muoio has the sole power to vote or direct the vote of 0 Shares
and the shared power to vote or direct the vote of 262,200 Shares to which this
filing relates.
Salvatore Muoio has the sole power to dispose or direct the disposition of
0 Shares and the shared power to dispose or direct the disposition of 262,200
Shares to which this filing relates.
The trading dates, number of shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by Salvatore Muoio
and/or Salvatore Muoio, through SMC and on behalf of the private investment
vehicles and managed accounts over which the Reporting Persons have investment
discretion, are set forth in Exhibit B and were all effected in broker
transactions.
The aforementioned Shares were acquired for investment purposes. Salvatore
Muoio and/or Salvatore Muoio on behalf of the private investment vehicles and
managed accounts over which he and/or he through SMC has investment discretion,
may acquire additional Shares, dispose of all or some of these Shares from time
to time, in each case in open markets or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares.
S. Muoio & Co. LLC ("SMC")
(a-e) As of the date hereof, SMC may be deemed to be the beneficial owner
of 262,200 Shares or 5.0% of the Shares of the Issuer, based upon the Shares
outstanding.
SMC has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 262,200 Shares to which this filing
relates.
SMC has the sole power to dispose or direct the disposition of 0 Shares and
the shared power to dispose or direct the disposition of 262,200 Shares to which
this filing relates.
The trading dates, number of shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by SMC, and/or SMC on
behalf of the private investment vehicles and managed accounts over which SMC
has investment discretion, are set forth in Exhibit B and were all effected in
broker transactions.
The aforementioned Shares were acquired for investment purposes. SMC,
and/or SMC on behalf of the private investment vehicles and managed accounts
over which it has investment discretion, may acquire additional Shares, dispose
of all or some of these Shares from time to time, in each case in open markets
or private transactions, block sales or purchases or otherwise, or may continue
to hold the Shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares. However, the
Reporting Persons among themselves may be deemed to be a group as defined in
Section 13d-3(b) and have filed this joint Schedule 13D accordingly.
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Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as required by
Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
B. A description of the transactions in the Shares that were effected by
the Reporting Persons during the 60 days prior to May 6, 2005 is filed herewith
as Exhibit B.
C. The letter sent on May 6, 2005 to Mr. Samson Bitensky, the Chairman of
the Board and Chief Executive Officer of the Issuer.
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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.
May 11, 2005
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(Date)
/s/ Salvatore Muoio*
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Salvatore Muoio
S. Muoio & Co. LLC*
By: /s/ Salvatore Muoio
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Name: Salvatore Muoio
Title: Managing Member
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
* Each of the Reporting Persons specifically disclaims beneficial ownership in
the Shares reported herein except to the extent of his pecuniary interest
therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated May 11, 2005
relating to the Common Stock par value $0.20 of FAB Industries, Inc. shall be
filed on behalf of the undersigned.
/s/ Salvatore Muoio*
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Salvatore Muoio
S. Muoio & Co. LLC*
By: /s/ Salvatore Muoio
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Name: Salvatore Muoio
Title: Managing Member
May 11, 2005
* Each of the Reporting Persons specifically disclaims beneficial ownership in
the Shares reported herein except to the extent of his pecuniary interest
therein.
Exhibit B
Transactions in the Shares
Date of Number of Shares Price Per
Transaction Purchase/(SOLD) Share
None
Exhibit C
May 3, 2005
Mr. Samson Bitensky
Chairman of the Board
and Chief Executive Officer
Fab Industries, Inc.
200 Madison Avenue
New York, NY 10016
Cc: Board of Directors
Dear Mr. Bitensky,
I am the beneficial owner of roughly 5% of your company's shares for our
clients. I urge the board of directors of FAB to proceed with the complete
liquidation of the company's assets rather than sell the company to an
opportunistic bidder at a price below value.
Any offer for the company less than cash value, we are convinced, will
result in less value realized per share than the alternative of proceeding with
the liquidating trust structure.
A sale to management at $2.80 or to any other group at less than the cash
value per share, would not, in my view, be in the best interest of the company's
shareholders including our clients.
Just to make sure we are clearly communicating our intentions to you and
the board, we would vigorously oppose any transaction to any group, management
or otherwise, at anything less than $4.00 per share, and we, in fact, believe
the company's assets maybe worth significantly more.
Further, while we would be willing to lead or participate in the making of
an offer to all shareholders in the $3.00 price range and thereby control the
liquidation process, we would not do so unless all shareholders had the option
of electing to accept such an offer or continue to participate in the eventual
liquidation of the business and potentially receive a higher payout.
Sincerely,
Salvatore Muoio
Managing Member
S. Muoio & Co. LLC
01834.0001 #570575