PATRICK INDUSTRIES INC — Major Shareholding Notification 2005

Sep 19, 2005

SC 13D 1 a05-16238_1sc13d.htm SC 13D

| UNITED
STATES | OMB APPROVAL |
| --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION | OMB Number: 3235-0145 |
| Washington,
D.C. 20549 | Expires: December 31,
2005 |
| SCHEDULE
13D | Estimated average burden
hours per response. . 11 |

Under the Securities Exchange Act of 1934 (Amendment No. )*

*Patrick Industries, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*703343103*

(CUSIP Number)

*Jeffrey L. Gendell 55 Railroad Avenue, 3 rd Floor Greenwich, Connecticut 06830*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*September 13, 2005*

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• 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 (“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).

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| CUSIP
No. 703343103 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Capital Partners, L.P. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | ý |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 1,313,089 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 1,313,089 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,313,089 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 27.5% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

2

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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Capital Management, L.L.C. — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 1,313,089 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 1,313,089 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,313,089 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 27.5% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

3

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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffrey L. Gendell — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ý |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power -0- |
| | 8. | Shared
Voting Power 1,313,089 |
| | 9. | Sole
Dispositive Power -0- |
| | 10. | Shared Dispositive Power 1,313,089 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,313,089 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 27.5% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

4

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Item 1.	Security and Issuer
	This Schedule 13D relates to the common stock, no
par value (the “Common Stock”) of Patrick Industries, Inc. (the
“Company”). The Company’s principal
executive offices are located at 107 West Franklin Street, Elkhart, Indiana
46516.
Item 2.	Identity and Background
	(a) This statement is filed by: (i) Tontine Capital Partners, L.P., a Delaware
limited partnership (“TCP”), with respect to the shares of Common Stock
directly owned by it; (ii) Tontine Capital Management, L.L.C., a Delaware
limited liability company (“TCM”), with respect to the shares of Common Stock
directly owned by TCP; and (iii) Jeffrey L. Gendell with respect to the shares
of Common Stock directly owned by TCP. The foregoing persons are hereinafter sometimes
collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party. (b) The address of the principal business
and principal office of TCP and TCM is 55 Railroad Avenue, 3rd Floor,
Greenwich, Connecticut 06830. The
business address of Mr. Gendell is 55 Railroad Avenue, 3rd Floor, Greenwich,
Connecticut 06830. (c) The principal business of TCP is
serving as a private investment limited partnership. The principal business of TCM is serving as
the general partner of TCP. Mr.
Gendell serves as the managing member of TCM. (d) None of the Reporting Persons, has
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). (e) None 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. (f) TCP is a limited partnership organized
under the laws of the State of Delaware.
TCM is a limited liability company organized under the laws of the
State of Delaware. Mr. Gendell is a
United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The net investment cost (including commissions, if
any) of all of the shares of Common Stock directly owned by TCP is
approximately $13,137,374.38. Neither
Mr. Gendell nor TCM directly owns any shares of Common Stock. The net investment cost of the Shares of Common Stock purchased by TCP
in the privately negotiated transaction is $8,790,932.38. Shares of Common Stock purchased by TCP
were purchased with working capital and on margin. TCP’s margin transactions are with UBS
Securities LLC, on such firm’s usual terms and conditions. All or part of the shares of Common Stock
directly owned by TCP may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s)
or brokerage firm(s) to TCP. Such
loans bear interest at a rate based upon the broker’s call rate from time to
time in effect. Such indebtedness may
be refinanced with other banks or broker dealers.
Item 4.	Purpose of Transaction
	The
purpose of the acquisition of the shares of Common Stock by the Reporting
Persons is for investment, and the purchases of the shares of Common Stock by
the Reporting Persons were made in the ordinary course of business and were
not made for the purpose of acquiring control of the Company. Although the acquisition of the shares of
Common Stock by the Reporting Persons is for investment purposes, the Reporting
Persons may pursue discussions with management in an effort to maximize
long-term value for shareholders. Each
of the Reporting Persons may make further purchases of shares of Common Stock
from time to time and may dispose of any or all of the shares of Common Stock
held by him or it at any time. None of
the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (b) through (j),
inclusive of Item 4 of the Schedule 13D.
Each of the Reporting Persons may, at any time and from time to time,
review or reconsider his or its position and formulate plans or proposals
with respect thereto, but has no present intention of doing so.

5

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Item 5.	Interest in Securities of the Issuer
	A. Tontine Capital Partners, L.P. (a) Aggregate
number of shares beneficially owned: 1,313,089. Percentage: 27.5%. The percentages used herein and in the rest
of Item 5 are calculated based upon the 4,772,198 shares of Common Stock
issued and outstanding as of July 29,
2005 as reflected in the Company’s Form 10-Q for the quarterly period ending
June 30, 2005. (b) 1. Sole
power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,313,089 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: 1,313,089 (c) On
September 13, 2005 TCP purchased 890,221 shares in a privately negotiated
transaction, for a total purchase price of $8,790,932.38, or $9.875 per
share. Within the last 60 days, TCP
has not made any purchases in the open market. B. Tontine Capital Management, L.L.C. (a) Aggregate
number of shares beneficially owned: 1,313,089. Percentage: 27.5%. (b) 1. Sole
power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,313,089 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: 1,313,089 (c) TCM did
not enter into any transactions in the Common Stock of the Company within the
last 60 days. On September 13, 2005,
TCP purchased 890,221 shares in a privately negotiated transaction for a
total purchase price of $8,790,932.38, or $9.875 per share. C. Jeffrey L. Gendell. (a) Aggregate
number of shares beneficially owned: 1,313,089. Percentage: 27.5%. (b) 1. Sole
power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,313,089 3. Sole power to dispose or direct the disposition:
-0- 4. Shared power to dispose or direct the
disposition: 1,313,089 (c) Mr.
Gendell did not enter into any transactions in the Common Stock of the
Company within the last 60 days. On
September 13, 2005, TCP purchased 890,221 shares in a privately negotiated
transaction for a total purchase price of $8,790,932.38, or $9.875 per share.
Item 6.	Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
	A. Stock
Purchase Agreement On September 13, 2005, TCP entered into a Stock
Purchase Agreement with Mervin D. Lung and Dorothy Lung pursuant to which
Mervin D. Lung agreed to sell and TCP agreed to purchase 844,621 shares of
Common Stock and Dorothy Lung agreed to sell and TCP agreed to purchase
45,600 shares of Common Stock. TCP
purchased 890,221 shares of Common Stock in the aggregate from Mervin D. Lung
and Dorothy Lung for a total purchase price of $8,790,932.38, or $9.875 per
share. According to the terms of the
Stock Purchase Agreement the sale of the Common Stock was subject to the
satisfaction of certain conditions, including, among others: (i) Mervin D.
Lung’s resignation as a member of the board of directors of the Company; (ii)
the board of directors of the Company adopting certain amendments to the
Company’s Rights Agreement, dated March 20, 1996; (iii) approval by the
Company’s board of directors of TCP’s acquisition of the Common Stock so that
TCP is not subject to certain restrictions under the Indiana Business
Corporation Law; and (iv) TCP having entered into a Registration Rights
Agreement with the Company. The Stock
Purchase Agreement also contains standard representations and warranties, as
well as other customary terms and conditions. The foregoing summary of the
Stock Purchase Agreement does not purport to be complete and is qualified in
its entirety by reference to Exhibit 1, which is incorporated by reference
herein. B. Registration Rights Agreement Contemporaneous with TCP’s purchase of Common
Stock from Mervin D. Lung and Dorothy Lung, TCP entered into a Registration
Rights Agreement with the Company dated as of September 13, 2005. Pursuant to the Registration Rights
Agreement, the Company granted TCP certain demand and “piggy-back”
registration rights in connection with the Common Stock purchased from Mervin
D. Lung and Dorothy Lung. Expenses in
connection with a demand registration shall be borne by the Holders (as
defined in the Registration Rights Agreement) and expenses incurred in
connection with a “piggy-back” registration , with the exception of
underwriting discounts and commissions, shall be borne by the Company. The demand rights granted under the
Registration Rights Agreement terminate two years from the date of the
Registration Rights Agreement and all rights under the Registration Rights
Agreement terminate when the Holders (as defined by the Registration Rights
Agreement) beneficially own less than 8.86% of the Company common stock or no
longer beneficially own any Registrable Securities (as defined in the
Registration Rights Agreement). The
foregoing summary of the Registration Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to Exhibit 2, which is
incorporated by reference herein.

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| Item 7. |
| --- |
| 1. Stock Purchase Agreement by and between Tontine
Capital Partners, L.P. and Mervin D. Lung and Dorothy Lung, dated September
13, 2005. 2. Registration Rights Agreement by and between
Patrick Industries, Inc. and Tontine Capital Partners, L.P., dated September
13, 2005. |

7

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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.

| September
19, 2005 |
| --- |
| Date |
| /s/ JEFFREY L. GENDELL |
| Signature |
| Jeffrey L. Gendell, individually, and as managing member of Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P. |
| Name/Title |

8

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