UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

Katy Industries, Inc.

(Name of Issuer)

 

Common Stock, $1.00 Par Value Per Share

(Title of Class of Securities)

 

486026107

(CUSIP Number)

 

 

July 31, 2008

(Date of Event which Requires Filing

of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

*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 the 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).

 

 

 

 

 

 

 

*SEE INSTRUCTION BEFORE FILLING OUT

 

Item 1(a)        Name of Issuer:

 

 

 

 

 

This statement is filed by: (i) Bedford Oak Partners, L.P. (“BOP”), (ii) Bedford Oak Advisors, LLC (“BOA”) and (iii) Harvey P. Eisen, in his capacity as managing member of BOA. The principal business address of each reporting person is 100 South Bedford Road, Mt. Kisco, New York, 10549.

 

 

BOP is a Delaware limited partnership.

BOA is a Delaware limited liability company.

Mr. Eisen is a United States citizen.

 

 

Common Stock, par value $1.00 per share (“Common Stock”)

 

 

 

 

 

 

The percentages used herein are calculated based upon the shares of Common Stock issued and outstanding as of April 30, 2009 as reported on the Form 10-Q of the Company filed with the Securities and Exchange Commission by the Company on May 14, 2009.

 

As of the close of business on August 7, 2009:

 

1. Bedford Oak Partners, L.P.

(a) Amount beneficially owned: -567,750-

(b) Percent of class: 7.1%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -567,750-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -567,750-

 

2. Bedford Oak Advisors, LLC

(a) Amount beneficially owned: -598,485-

(b) Percent of class: 7.5%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -598,485-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -598,485-

 

3. Harvey P. Eisen

(a) Amount beneficially owned: -598,485-

(b) Percent of class: 7.5%

(c)(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: -598,485-

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: -598,485-

 

BOA controls 598,485 shares of Common Stock in its capacity as the investment manager of Bedford Oak Partners, L.P. and Bedford Oak Capital, L.P., which entities own 567,750 and 30,735 shares of Common Stock, respectively. Harvey P. Eisen controls 598,485 shares of Common Stock in his capacity as the managing member of BOA.

 

 

Not Applicable

 

 

Not Applicable

 

 

 

 

 

 

 

Item 10              Certification:

 

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.          

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.

 

 

 

BEDFORD OAK PARTNERS, L.P.

 

By: Bedford Oak Management, LLC, its

 

 

Name: Harvey P. Eisen

Title: Chairman and Managing Member

 

BEDFORD OAK ADVISORS, LLC

 

Name: Harvey P. Eisen

Title: Chairman and Managing Member

 

HARVEY P. EISEN

 

/s/ Harvey P. Eisen                           

 

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