PATRICK INDUSTRIES INC — Major Shareholding Notification 2008

Apr 16, 2008

SC 13D/A 1 a08-10833_1sc13da.htm SC 13D/A

| UNITED STATES | OMB
APPROVAL |
| --- | --- |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0145 |
| Washington, D.C. 20549 | Expires: February 28, 2009 |
| | Estimated average |
| SCHEDULE 13D | burden hours per response: 14.5 |

*Under the Securities Exchange Act of 1934 (Amendment No. 5)**

*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)

*April 8, 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 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 2,774,469
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 2,774,469
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,774,469
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) 38.8%
14.	Type of Reporting Person
(See Instructions) PN

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CUSIP No. 703343103 — 1.	Names of Reporting Persons 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 2,774,469
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 2,774,469
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,774,469
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) 38.8%
14.	Type of Reporting Person
(See Instructions) OO

3

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CUSIP No. 703343103 — 1.	Names of Reporting Persons 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 693,620
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 693,620
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 693,620
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) 9.7%
14.	Type of Reporting Person
(See Instructions) IA, PN

4

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CUSIP No. 703343103 — 1.	Names of Reporting Persons 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 693,620
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 693,620
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 693,620
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) 9.7%
14.	Type of Reporting Person
(See Instructions) OO

5

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CUSIP No. 703343103 — 1.	Names of Reporting Persons 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 3,468,089
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 3,468,089
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,468,089
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) 48.5%
14.	Type of Reporting Person
(See Instructions) IN

6

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This Amendment No. 5 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 and March 18, 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 purchased by the Reporting Persons were purchased
with working capital and on margin.
The Reporting Persons anticipate that shares of Common Stock that they
will purchase pursuant to their obligations under the 2008 Standby Purchase
Agreement, as amended by the SPA Amendment (as both are hereinafter defined),
will also be purchased with working capital and on margin. The Reporting Persons’ margin transactions
shall be 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. Mr. Gendell,
TCO and TCM do not directly own any shares of Common Stock. |

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| Item
4. |
| --- |
| The Reporting persons acquired the shares of Common Stock for investment purposes and in the
ordinary course of business. The Reporting Persons’ acquisition of Common
Stock pursuant to the 2008 Standby Purchase Agreement, as amended by the SPA
Amendment, will also be for investment purposes and in the ordinary course of
business. The Reporting Persons may
acquire additional securities of the Company or dispose of securities of the
Company at any time and from time to time in the open market or otherwise. On March 10, 2008,
the Company, TCP and TMF entered into a Standby Purchase Agreement (the “2008
Standby Purchase Agreement”). Pursuant
to the 2008 Standby Purchase Agreement, TCP and TMF agreed to certain standby
commitments with regard to the Company’s planned rights offering to its
shareholders (the “Rights Offering”) that replaced a rights offering that was
previously announced by the Company.
Under the 2008 Standby Purchase Agreement, TCP and TMF agreed to
purchase (i) their pro rata portions of the shares of Common Stock
offered in the Rights Offering, and (ii) any shares of Common Stock that
have not been purchased by the Company’s other shareholders at the close of
the Rights Offering. On April 8, 2008,
the Company, TCP and TMF entered into a First Amendment to Standby Purchase
Agreement (the “SPA Amendment”), under which the parties agreed to increase
the size of the planned Rights Offering, as described in greater detail in
Item 6. In addition, on March 10,
2008, the Company, TCP and TMF also entered into a Securities Purchase
Agreement (the “New Securities Purchase Agreement”), pursuant to which, on March 12,
2008, TCP purchased 900,000 newly issued shares of Common Stock from the
Company for $7.00 per share, for a purchase price of $6,300,000, and TMF
purchased 225,000 newly issued shares of Common Stock from the Company for
$7.00 per share, for a purchase price of $1,575,000, resulting in an
aggregate purchase of 1,125,000 newly issued shares of Common Stock from the
Company (the “Shares”) with a total purchase price of $7,875,000. The Company used the net proceeds from the
sale of the Shares to prepay principal and pay related accrued interest under
the Notes (as hereinafter defined).
Proceeds from the Rights Offering are intended to be used to prepay
the remaining principal amount under the Notes, to pay related accrued
interest and to reduce borrowings under the Company’s senior secured credit
facility. Pursuant to a Securities Purchase Agreement by and
among TCP, TMF and the Company, dated April 10, 2007 (the “Initial
Securities Purchase Agreement”), the Company sold an aggregate of 980,000
shares of Common Stock to TCP and TMF for an aggregate purchase price of
$11,025,000 and received interim debt financing through the issuance of
Senior Subordinated Promissory Notes to TCP and TMF in the aggregate
principal amount of $13,975,000 (the “Notes”). The Company used the proceeds from the sale
of Common Stock and the issuance of the Notes to complete the acquisition by
the Company of Adorn Holdings, Inc., which was completed on May 18,
2007. As described in greater detail
in Item 6, pursuant to the Initial Securities Purchase Agreement, so long as
the Reporting Persons hold a certain percentage of Common Stock, they have
the right to appoint up to two nominees to the Company’s Board of
Directors. As of the date hereof, the
Reporting Persons have not appointed any directors to the Company’s Board of
Directors. The Company also agreed
that by the date of its 2008 Annual Meeting of Shareholders, it will have
limited 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 the New Securities Purchase Agreement. In
connection with the issuance of the shares to the Reporting Persons in May 2007
and March 2008, and the proposed acquisition of Common Stock by the
Reporting Persons pursuant to the 2008 Standby Purchase Agreement, as amended
by the SPA Amendment, the Company amended its Rights Agreement (the “Rights
Agreement”), dated as of March 21, 2006, as amended, with National City
Bank, as Rights Agent, to permit such acquisitions by the Reporting Persons. 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 above, 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 |

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| | 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 a registration
pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above. |
| --- | --- |
| Item
5. | Interest
in Securities of the Issuer |
| | A. Tontine Capital Partners, L.P. (a)
Aggregate number of shares beneficially owned: 2,774,469. Percentage: 38.8%. The percentages used herein and in the rest
of Item 5 are calculated based upon the 7,144,118 shares of Common Stock
issued and outstanding as of March 28, 2008 (as reflected in the
Company’s Preliminary Proxy Statement filed with the SEC on April 10,
2008). (b)
1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct
vote: 2,774,469 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 2,774,469 (c)
TCP did not enter into any transactions in the Common Stock of the Company
since the filing of Amendment 4 to this Schedule 13D on March 18, 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: 2,774,469. Percentage: 38.8%. (b) 1. Sole power to vote or
direct vote: -0- 2. Shared power to vote or
direct vote: 2,774,469 3. Sole power to dispose or
direct the disposition: -0- 4. Shared power to dispose or
direct the disposition: 2,774,469 (c) TCM did not enter into any
transactions in the Common Stock of the Company within the last sixty days. (d) Not applicable. (e) Not applicable. |
| | C. Tontine Capital Overseas Master Fund, L.P. (a)
Aggregate number of shares beneficially owned: 693,620. Percentage: 9.7%. (b)
1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 693,620 3. Sole power to dispose or direct
the disposition: -0- 4. Shared power to dispose or direct the disposition: 693,620 (c)
TCO did not enter into any transactions in the Common Stock of the Company
since the filing of Amendment 4 to this Schedule 13D on March 18, 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. (e)
Not applicable. |

9

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| | D. Tontine Capital Overseas GP, L.L.C. (a)
Aggregate number of shares beneficially owned: 693,620. Percentage: 9.7%. (b)
1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: : 693,620 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: : 693,620 (c)
TCO has not entered into any transactions in the Common Stock of the Company
within the last sixty days. (d)
Not applicable. (e)
Not applicable. |
| --- | --- |
| | E. Jeffrey L. Gendell (a) Aggregate number of shares
beneficially owned: 3,468,089.
Percentage: 48.5%. (b) 1. Sole power to vote or
direct vote: -0- 2. Shared power to vote or
direct vote: 3,468,089 3. Sole power to dispose or
direct the disposition: -0- 4. Shared power to dispose or
direct the disposition: 3,468,089 (c) Mr. Gendell did not
enter into any transactions in the Common Stock of the Company within the
last sixty days. (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, pursuant to which the Company (i) sold an aggregate of
980,000 newly issued shares of Common Stock at $11.25 per share to TCP and
TMF for an aggregate purchase price of $11,025,000.00 and (ii) issued
the Notes in the aggregate principal amount of $13,975,000. The transactions contemplated by the
Initial Securities Purchase Agreement were consummated on May 18,
2007. Pursuant to the Initial
Securities Purchase Agreement, the Company used the proceeds from the sale of
the Common Stock and the issuance of the Notes to TCP and TMF to complete its
acquisition of Adorn Holdings, Inc., which was also consummated 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. 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. Under the terms of the Initial Securities
Purchase Agreement, the sale of the Common Stock was subject to certain
conditions, including, among others, (i) the execution of the
Registration Rights Agreement as described in greater detail in this Item 6
below; (ii) that the Company amend its Rights Agreement; and (iii) that
all of the conditions necessary for the acquisition of Adorn Holdings, Inc.
were satisfied. 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, as well as other
customary terms and conditions. B. New
Securities Purchase Agreement |

10

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On March 10, 2008, the Company, TCP and TMF entered into the New Securities Purchase Agreement, pursuant to which TCP agreed to purchase 900,000 shares of Common Stock from the Company for $7.00 per share, for a total purchase price of $6,300,000, and TMF agreed to purchase 225,000 shares of Common Stock from the Company for $7.00 per share, for a total purchase price of $1,575,000. Under the New Securities Purchase Agreement, the Company agreed that it would use the proceeds from the sale of the Shares to prepay a portion of the outstanding principal and pay related accrued interest under the Notes. The transactions contemplated by the New Securities Purchase Agreement were consummated on March 12, 2008. Pursuant to the New 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 obligations of TCP and TMF under the New Securities Purchase Agreement were subject to certain conditions, including, among others, that as of the closing of the transactions contemplated by the New Securities Purchase Agreement: (i) irrevocable resolutions shall have been adopted by the Company’s Board of Directors that opt out of the control share provisions of the IBCL, (ii) that the Company shall have amended its Rights Agreement to accommodate the issuance and sale of Common Stock pursuant to the New Securities Purchase Agreement, (iii) the Company shall not have amended its bylaws to opt in to the control share provisions of the IBCL, and (iv) the parties will have executed the 2008 Standby Purchase Agreement. The Company also agreed that it would use its best efforts to ensure that the acquisition of the Shares 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 New Securities Purchase Agreement also contained standard representations and warranties, as well as other customary terms and conditions. Pursuant to the Registration Rights Agreement, the shares of Common Stock purchased by TCP and TMF pursuant to the New Securities Purchase Agreement will be eligible to be registered for resale. C. 2008 Standby Purchase Agreement On March 10, 2008, TCP, TMF and the Company entered into the 2008 Standby Purchase Agreement, pursuant to which TCP and TMF agreed to certain standby commitments with regard to the Company’s planned Rights Offering, which initially consisted of 1,125,000 shares of Common Stock. In connection with the Rights Offering, the Company intends to grant each of its shareholders one right to purchase a fraction of a share of Common Stock from the Company for each share of Common Stock owned by the shareholder as of a yet to-be-determined record date at a subscription price of $7.00 per whole share. As described in more detail below, TCP, TMF and the Company subsequently entered into the SPA Amendment, under which the parties agreed to increase the size of the planned Rights Offering. Pursuant to the 2008 Standby Purchase Agreement, TCP and TMF have agreed to purchase (i) their pro rata portion of shares of Common Stock being offered by the Company in the Rights Offering, and (ii) any shares of Common Stock that have not been purchased by the Company’s other shareholders at the close of the Rights Offering (the “Unsubscribed Shares”). TCP and TMF will pay the same price per share for the Unsubscribed Shares as the subscription price per share offered in the Company’s Rights Offering. TCP and TMF have reserved the right to determine the allocation of the Unsubscribed Shares purchased by them so long as they purchase 100% of the Unsubscribed Shares in the aggregate. Pursuant to the Registration Rights Agreement, the shares of Common Stock purchased by TCP and TMF pursuant to the 2008 Standby Purchase Agreement will be eligible to be registered for resale. Under the terms of the 2008 Standby Purchase Agreement, the obligations of TCP and TMF to purchase their pro rata portions of the shares in the Rights Offering or the Unsubscribed Shares is subject to certain conditions, including, among others, that as of the closing of the transactions contemplated by the 2008 Standby Purchase Agreement (i) the Company will have taken all necessary actions such that the purchase of Common Stock by TCP and TMF will not be subject to certain restrictions set forth in Section 18 and 19 of Chapter 43 the IBCL; (ii) the Company will not have amended its bylaws to opt in to the control-share provisions of the IBCL; (iii) the Company will have amended the Rights Agreement to accommodate the issuance and sale of Common Stock pursuant to the 2008 Standby Purchase Agreement; and (iv) the Company, TCP and TMF shall have entered into the New Securities Purchase Agreement. The 2008 Standby Purchase Agreement also contains standard representations and warranties, as well as other customary terms and conditions. It is intended that, among other things, the proceeds from the Rights Offering will be used to prepay the remaining principal amount under the Notes and to pay related accrued interest. D. First Amendment to Standby Purchase Agreement On April 8, 2008, TCP, TMF and the Company entered into the SPA Amendment. Pursuant to the SPA Amendment, the parties agreed to, among other things, increase the size of the planned Rights Offering by the Company to 1,850,000 shares of Common Stock of the Company, which will continue to be offered at a subscription price of $7.00 per whole share. E. Amended and Restated Registration Rights Agreement On May 18, 2007, TCP, TMF and the Company entered into an Amended and Restated Registration Rights Agreement

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| | (the “Registration
Rights Agreement”). Pursuant to the
Registration Rights Agreement, the Company is required to file a shelf
registration statement and grant to TCP and TMF (and their 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
Registration Rights Agreement terminate with respect to TCP and TMF (and any
of their 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 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. F. Notes On May 18, 2007,
pursuant to the Initial Securities Purchase Agreement, TCP and TMF provided
interim debt financing in the aggregate principal amount of $13,975,000.00
(of which $2,795,000 was provided by TMF and $11,180,000 was provided by
TCP), in exchange for the Notes issued by the Company in like principal
amount. The Notes have a term of three
years and provide for repayment as follows: (i) on the first
anniversary, 10% of the original principal amount, (ii) on the second
anniversary, 40% of the original principal amount and (iii) a final
payment of the outstanding principal balance together with any accrued and
unpaid interest thereon due at maturity.
Interest is payable in cash or in kind at a rate of 9.5% per annum for
the first year and 13.5% per annum for the period thereafter. The Notes are unsecured and subordinate to
the Company’s Senior Debt (as defined in the Notes). Pursuant
to the New Securities Purchase Agreement, on March 12, 2008, the Company
used the proceeds from the sale of the Shares to (i) prepay $6,300,000
of principal and pay related accrued interest under the Note held by TCP, and
(ii) prepay $1,575,000 of principal and pay related accrued interest
under the Note held by TMF. The foregoing summaries
of the Initial Securities Purchase Agreement, the New Securities Purchase
Agreement, the 2008 Standby Purchase Agreement, the SPA Amendment, the
Registration Rights Agreement and the Notes do not purport to be complete and
are qualified in their entirety by reference to Exhibits 1 through 7, 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 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. Standby Purchase Agreement
dated as of March 10, 2008, by and among Patrick Industries, Inc.,
Tontine Capital Partners, L.P. and Tontine Capital Overseas Master Fund,
L.P. (Previously filed as Exhibit 4
to the Reporting Persons’ Schedule 13D filed on March 18, 2008.) 4. First Amendment to Standby Purchase
Agreement dated as of April 8, 2008, by and among Patrick Industries, Inc.,
Tontine Capital Partners, L.P. and Tontine Capital Overseas Master Fund, L.P. 5. Amended and Restated Registration Rights
Agreement dated as of May 18, 2007, by and among Tontine Capital
Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Patrick
Industries, Inc. (Previously filed as Exhibit 2 to the
Reporting Persons’ Schedule 13D filed on May 24, 2007.) 6. Senior Subordinated Promissory Note by
Patrick Industries, Inc. in favor of Tontine Capital Partners, L.P.
dated as of May 18, 2007, in the amount of $11,180,000. (Previously
filed as Exhibit 3 to the Reporting Persons’ Schedule 13D filed on May 24,
2007.) 7. Senior Subordinated Promissory Note by
Patrick Industries, Inc. in favor of Tontine Capital Overseas Master
Fund, L.P. dated as of May 18, 2007, in the amount of $2,795,000. (Previously
filed as Exhibit 4 to the Reporting Persons’ Schedule 13D filed on May 24,
2007.) |

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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.

April 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

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