PATRICK INDUSTRIES INC — Major Shareholding Notification 2008

Dec 16, 2008

SC 13D/A 1 a08-30529_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 9)**

*Patrick Industries, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*703343103*

(CUSIP Number)

*Jeffrey L. Gendell*

*55 Railroad Avenue, 1st Floor*

*Greenwich, Connecticut 06830*

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

*December 11, 2008*

(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. x

*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) | x |
| | (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 4,221,155 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,221,155 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,221,155 | |
| 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) 46.8% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

2

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Management, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (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 4,221,155 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 4,221,155 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,221,155 | |
| 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) 46.8% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

3

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Overseas Master Fund, L.P. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (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 Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 953,808 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 953,808 |
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person 953,808 | |
| 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) 10.6% | |
| 14. | Type of Reporting Person
(See Instructions) IA, PN | |

4

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Capital Overseas GP, L.L.C. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (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 953,808 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 953,808 |
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person 953,808 | |
| 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) 10.6% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Jeffrey L. Gendell | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | x |
| | (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 5,174,963 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 5,174,963 |
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person 5,174,963 | |
| 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) 57.3% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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This Amendment No. 9 to Schedule 13D is being filed by the Reporting Persons to amend the Schedule 13D originally filed on September 19, 2005 (the “Original 13D”), as amended on April 10, 2007, May 18, 2007, September 25, 2007, March 18, 2008, April 16, 2008, June 27, 2008, August 1, 2008 and November 10, 2008 (the Original 13D, together with the amendments, the “Schedule 13D”), relating to the common stock, no par value, of Patrick Industries, Inc.

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
46515.
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; (iii) Tontine
Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership
(“TMF”), with respect to shares of Common Stock directly owned by it; (iv) Tontine
Capital Overseas GP, L.L.C., a Delaware limited liability company (“TCO”),
with respect to shares of Common Stock directly owned by TMF; and (v) Jeffrey L.
Gendell with respect to the shares of Common Stock directly owned by each of
TCP and TMF. 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 each of TCP, TCM, TMF and TCO is 55 Railroad Avenue, 1 st Floor, Greenwich, Connecticut 06830.
The business address of Mr. Gendell is 55 Railroad Avenue, 1 st Floor, Greenwich, Connecticut 06830. (c) The principal business of each of TMF and
TCP is serving as a private investment limited partnership. The principal business of TCO is serving as
the general partner of TMF. The
principal business of TCM is serving as the general partner of TCP. Mr. Gendell serves as the managing member
of TCM and TCO. (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.
Each of TCO and TCM is a limited liability company organized under the
laws of the State of Delaware. TMF is
a limited partnership organized under the laws of the Cayman Islands. Mr. Gendell is a United States citizen.
Item 3.	Source and Amount of Funds or Other
Consideration
	Shares of Common Stock
owned by the Reporting Persons were purchased with working capital and on
margin. The Reporting Persons’ 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 the Reporting Persons 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 the
Reporting Persons. 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.

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| Item 4. |
| --- |
| The Reporting Persons acquired their
shares of Common Stock for investment purposes and in the ordinary course of
business. As discussed in this Schedule 13D, the
Reporting Persons own approximately 57% of the Company’s outstanding Common
Stock and can control the Company’s affairs, including (i) the election of
directors who in turn appoint management, (ii) any action requiring the
approval of the holders of Common Stock, including adoption of amendments to
the Company’s corporate charter, and (iii) approval of a merger or sale of
all or substantially all assets. The Reporting Persons can also control
certain decisions affecting the Company’s capital structure. As described in greater detail in Item
6, pursuant to a Securities Purchase Agreement by and among TCP, TMF and the
Company, dated April 10, 2007 (the “Initial Securities Purchase Agreement”),
so long as the Reporting Persons hold between 7.5% and 14.9% of the
outstanding Common Stock, they have the right to appoint one nominee to the
Company’s Board of Directors, and so long as the Reporting Persons hold at
least 15% of the outstanding Common Stock, they have the right to appoint up
to two nominees to the Company’s Board of Directors. On July 21, 2008, an affiliate of the
Reporting Persons was appointed to the Board of Directors. As of the date hereof, the Reporting
Persons have not appointed a second nominee to the Company’s Board of
Directors. The Company also agreed to
limit the number of directors serving on its Board to no more than nine,
which obligation shall continue for so long as the Reporting Persons have the
right to appoint a director to the Company’s Board of Directors. The rights of the Reporting Persons to
appoint directors and the obligations of the Company to limit the size of its
Board were affirmed in a Securities Purchase Agreement by and among the
Company, TCP and TMF dated March 10, 2008 (the “March 2008 Securities
Purchase Agreement”). As disclosed in Amendment No. 8 to this
Schedule 13D filed on November 10, 2008 , the
Reporting Persons have begun to explore alternatives for the disposition of
their equity interests in the Company, which alternatives may include,
without limitation: (a) dispositions of Common Stock through open market
sales, underwritten offerings and/or privately negotiated sales by the
Reporting Persons, (b) a sale of the Company, or (c) distributions by the
Reporting Persons of their equity interests in the Company to their
respective investors. The Reporting
Persons expect to engage in discussions with the Company’s management and
Board of Directors in the evaluation of such alternatives. As part of such
process, the Reporting Persons (i) may encourage the Company to engage an
investment banker or other financial advisor with respect to an underwritten
offering of their equity interests, a sale of the Company or other strategic
transaction involving the Company, (ii) may encourage third parties to
consider an acquisition of their equity interests, an acquisition of the
Company or other strategic transaction involving the Company, or (iii) may
independently engage an investment banker or other financial advisor to
assist the Reporting Persons with respect to the analysis and execution of
various alternatives in connection with their holdings. In deciding which alternative or
alternatives to pursue, the Reporting Persons will seek to maximize the value
of their holdings in the Company.
Accordingly, the disposition of the Reporting Persons’ holdings will
be effected over time and in an orderly fashion. The timing, manner and aggregate amount of
any such dispositions will be dependent on many factors, including, without
limitation, market conditions, available prices, and the Reporting Persons’
ability to conduct sales in compliance with federal and state securities
laws. As discussed herein, the Reporting
Persons’ rights to nominate directors and to require the Company to limit the
size of the Board are dependent on the Reporting Persons’ ownership of a
certain aggregate percentage of Common Stock.
Accordingly, the disposition of the Reporting Persons’ holdings in the
Company may result in changes to the size and/or composition of the Company’s
Board of Directors. Although the forgoing represents the
range of activities presently contemplated by the Reporting Persons with
respect to the Company, it should be noted that the possible activities of
the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve
the right to change their plans or intentions and to take any and all actions
that they may deem to be in their best interests. Except as set forth in the Schedule 13D,
the Reporting Persons do not have any current intention, plan or proposal
with respect to: (a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f)
any other material change in the Company’s business or corporate structure;
(g) changes in the Company’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange, if any, or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Act, or (j) any action |

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| | similar to any
of those enumerated in items (a) through (i) above. |
| --- | --- |
| Item 5. | Interest
in Securities of the Issuer |
| | A. Tontine Capital Partners, L.P. (a) Aggregate number of shares beneficially
owned: 4,221,155. Percentage:
46.8%. The percentages used herein and
in the rest of Item 5 are calculated based upon 9,025,939 share of Common
Stock issued and outstanding, as reflected in the Quarterly Report on Form
10-Q filed by the Company on November 17, 2008. |
| | (b) 1. Sole
power to vote or direct vote: -0- 2. Shared power
to vote or direct vote: 4,221,155 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power
to dispose or direct the disposition:
4,221,155 |
| | (c) TCP has not engaged in any transactions of
Common Stock since the filing of Amendment No. 8 to this Schedule 13D on
November 10, 2008. (d) TCM, the general partner of TCP, has the
power to direct the affairs of TCP, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is the
Managing Member of TCM and in that capacity directs its operations. (e) Not applicable. |
| | B. Tontine
Capital Management, L.L.C. (a) Aggregate number of shares beneficially
owned: 4,221,155. Percentage: 46.8%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 4,221,155 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 4,221,155 (c) TCM has not engaged in any transactions of
Common Stock since the filing of Amendment No. 8 to this Schedule 13D on
November 10, 2008. (d) Not applicable. (e) Not applicable. C. Tontine Capital Overseas Master Fund, L.P. (a) Aggregate number of shares beneficially
owned: 953,808. Percentage:
10.6%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 953,808 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 953,808 (c) TMF has not engaged in any transactions of
Common Stock since the filing of Amendment No. 8 to this Schedule 13D on
November 10, 2008. (d) TCO, the general partner of TMF, has the
power to direct the affairs of TMF, including decisions respecting the
receipt of dividends from, and the disposition of the proceeds from the sale
of, the shares. Mr. Gendell is the
Managing Member of TCO and in that capacity directs its operations. |

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	(e) Not applicable.
	D. Tontine Capital Overseas GP, L.L.C. (a) Aggregate number of shares beneficially
owned: 953,808. Percentage:
10.6%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: : 953,808 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: : 953,808 (c) TCO has not engaged in any transactions of
Common Stock since the filing of Amendment No. 8 to this Schedule 13D on
November 10, 2008. (d) Not applicable. (e) Not applicable.
	E. Jeffrey L.
Gendell (a) Aggregate number of shares beneficially
owned: 5,174,963. Percentage: 57.3%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 5,174,963 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 5,174,963 (c) Mr. Gendell has not engaged in any
transactions of Common Stock since the filing of Amendment No. 8 to this
Schedule 13D on November 10, 2008. (d) Not applicable. (e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
	A. Initial Securities Purchase Agreement On April 10, 2007, TCP, TMF and the Company entered
into the Initial Securities Purchase Agreement which, among other things,
provided for the purchase by TCP and TMF of shares of Common Stock and Senior
Subordinated Promissory Notes of the Company.
The closing of the transactions contemplated by the Initial Securities
Purchase Agreement occurred on May 18, 2007.
Under the Initial Securities Purchase Agreement, so long as the
Reporting Persons (i) hold between 7.5% and 14.9% of the Common Stock then
outstanding, they have the right to appoint one nominee to the Company’s
Board of Directors and (ii) hold at least 15.0% of the Common Stock then
outstanding, they have the right to appoint two nominees to the Company’s
Board of Directors. On July 21, 2008,
an affiliate of the Reporting Persons was appointed to the Company’s Board of
Directors. As of the date hereof, the
Company has not appointed a second nominee of the Reporting Persons to the
Company’s Board of Directors. Under
the Initial Securities Purchase Agreement, the Company agreed to limit, by
the date of the Company’s 2008 Annual Meeting of Shareholders, the number of
directors serving on its Board to no more than nine directors for so long as
the Reporting Persons have the right to appoint a director to the Company’s
Board. In addition, pursuant to the
Initial Securities Purchase Agreement, the Company approved the acquisition
by the Reporting Persons of up to 40% of its outstanding Common Stock, on a
fully diluted basis, such that the Reporting Persons would not be subject to
certain restrictions set forth in the Indiana Business Corporation Law (the
“IBCL”). The Company also agreed that
it would not revoke such approval and that it will use its best efforts to
ensure that any future acquisitions by TCP and TMF (up to 40% of the
outstanding Common Stock on a fully diluted basis) would not be subject to
anti-takeover provisions included in any of the Company’s organizational
documents or the laws and regulations of any governmental authority. The Initial Securities Purchase Agreement
also contained standard representations and warranties that survive until the
earlier of (i) three years following the closing date of the transactions contemplated
by the Initial Securities Purchase Agreement and (ii) the applicable statute
of limitations with respect to each representation and warranty.

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| | B. March 2008
Securities Purchase Agreement On March 10, 2008, the Company, TCP and TMF entered
into the March 2008 Securities Purchase Agreement, pursuant to which, on
March 12, 2008, TCP and TMF purchased shares of Common Stock from the
Company. Pursuant to the March 2008
Securities Purchase Agreement, the parties affirmed certain rights granted to
TCP and TMF under the Initial Securities Purchase Agreement related to the
right of TCP and TMF to appoint members of the Company’s Board of Directors
and the Company’s obligations to limit the size of its Board of Directors. These rights and obligations are set forth
in greater detail in the description of the Initial Securities Purchase
Agreement above. The Company also
agreed that it would use its best efforts to ensure that the acquisition of
the shares purchased under the March 2008 Securities Purchase Agreement would
not be subject to anti-takeover provisions included in any of the Company’s
organizational documents or the laws and regulations of any governmental
authority. The March 2008 Securities
Purchase Agreement also contained standard representations and warranties
that survive until the earlier of (i) three years following the closing date
of the transactions contemplated by the March 2008 Securities Purchase
Agreement and (ii) the applicable statute of limitations with respect to each
representation and warranty. Pursuant
to the Registration Rights Agreement (as defined below), the shares of Common
Stock purchased by TCP and TMF pursuant to the March 2008 Securities Purchase
Agreement are eligible to be registered for resale. C. Second Amended and Restated Registration Rights
Agreement On December 11, 2008, the Company entered into a
Second Amendment and Waiver to the Company’s Credit Agreement, dated as of
May 18, 2007, among the Company, the lenders party thereto and JP Morgan
Chase Bank, N.A., as administrative agent (the “Credit Agreement”). In connection with the execution of the
Second Amendment and Waiver, the Company issued warrants to purchase an
aggregate of 474,049 newly issued shares of Common Stock (the “Warrants”) to
JPMorgan Chase Bank, N.A., Fifth Third Bank, Bank of America, N.A., Key Bank,
National Association, RBS Citizens, National Association, Associated Bank,
National City Bank and 1st Source Bank, the lenders under the Credit
Agreement (the “Warrant Holders”). The
Warrants are immediately exercisable, have an exercise price of $1.00 per
share and expire on December 11, 2018.
The terms of the Second Amendment and Waiver and the Warrants are more
fully described in the Current Report on Form 8-K filed by the Company on
December 15, 2008. In connection with
the issuance of the Warrants, on December 11, 2008, TCP, TMF, the Company and
the Warrant Holders entered into a Second Amended and Restated Registration
Rights Agreement (the “December 2008 Registration Rights Agreement”), which
restated the Amended and Restated Registration Rights Agreement entered into
by TCP, TMF and the Company on May 18, 2007.
Pursuant to the December 2008 Registration Rights Agreement, the
Company has an ongoing obligation to register for resale all shares of Common
Stock owned by the Reporting Persons, and to file, by January 9, 2009, a
Registration Statement on Form S-3 to register for resale the shares of
Common Stock that would be issued to the lenders under the Credit Agreement
upon the exercise of the Warrants. In
addition, pursuant to the December 2008 Registration Rights Agreement, the
Company grants to TCP, TMF and the Warrant Holders (and their respective
qualifying transferees) certain demand and “piggyback” registration rights in
connection with shares of Common Stock held by them or acquired in the
future. The registration rights
granted under the December 2008 Registration Rights Agreement terminate with
respect to TCP, TMF and the Warrant Holders (and any of their respective
qualifying transferees) when such party no longer holds any Registrable
Securities (as defined in the Registration Rights Agreement). With the exception of certain expenses,
such as underwriting discounts and commissions, the Company has agreed to pay
all expenses incident to its performance of or compliance with the December
2008 Registration Rights Agreement, including the reasonable fees and
expenses of counsel retained by the holders of Registrable Securities
requested to be included in a registration statement. The foregoing summaries of the Initial Securities
Purchase Agreement, the March 2008 Securities Purchase Agreement, and the
December 2008 Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to Exhibits 1 through 3, which
are incorporated by reference herein. Except as described in the Schedule 13D, the
Reporting Persons do not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to the transfer or
voting of any of the securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies. |
| --- | --- |
| Item 7. | Material to be Filed as Exhibits |
| | 1. Securities
Purchase Agreement dated as of April 10, 2007, by and among Tontine Capital
Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Patrick Industries,
Inc. (Previously filed as Exhibit 1 to
the Reporting Persons’ Schedule 13D filed on April 18, 2007). 2. Securities
Purchase Agreement dated as of March 10, 2008, by and among Tontine Capital
Partners, L.P., Tontine |

11

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Capital Overseas Master Fund, L.P. and Patrick Industries, Inc. (Previously filed as Exhibit 2 to the Reporting Persons’ Schedule 13D filed on March 18, 2008). 3. Second Amended and Restated Registration Rights Agreement dated as of December 11, 2008, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Patrick Industries, Inc. and JPMorgan Chase Bank, N.A., Fifth Third Bank, Bank of America, N.A., Key Bank, National Association, RBS Citizens, National Association, Associated Bank, National City Bank and 1st Source Bank.

12

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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.

| December 16, 2008 |
| --- |
| Date |
| /s/ Jeffrey L. Gendell |
| Signature |
| Jeffrey L. Gendell, individually, as managing member of Tontine Capital
Management, L.L.C., general partner of Tontine Capital Partners, L.P., and as
managing member of Tontine Capital Overseas GP, L.L.C., general partner of
Tontine Capital Overseas Master Fund, L.P. |
| Name/Title |

13

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