PATRICK INDUSTRIES INC — Major Shareholding Notification 2008

Mar 18, 2008

SC 13D/A 1 a08-8430_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. 4)**

*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)

*March 10, 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 Rule 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) 38.9%
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) 38.9%
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

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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

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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) 48.6%
14.	Type of Reporting Person
(See Instructions) IN

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This Amendment No. 4 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 and September 25, 2007 (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
	On February 19,
2008, TCP purchased 40,000 shares of Common Stock on the open market for
$7.72 per share, resulting in a total purchase price of $308,800. On February 19, 2008, TMF purchased
10,000 shares of Common Stock on the open market for $7.72 per share,
resulting in a total purchase price of $77,200. On March 10, 2008,
the Company, TCP and TMF entered into a Securities Purchase Agreement (the
“New Securities Purchase Agreement”), pursuant to which TCP agreed to
purchase 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 agreed to
purchase 225,000 newly issued shares of Common Stock from the Company for
$7.00 per share, for a purchase price of $1,575,000. On March 12, 2008, pursuant to the New
Securities Purchase Agreement, TCP and TMF consummated their purchase of the
1,125,000 newly issued shares of Common Stock from the Company (the “Shares”)
for an aggregate purchase price of $7,875,000.
	The Shares that were purchased pursuant to the New Securities Purchase
Agreement and the shares of Common Stock that

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| | were purchased by TCP and
TMF on the open market on February 19, 2008 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
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. |
| --- | --- |
| Item 4. | Purpose of Transaction |
| | 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 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 Termination of Standby Purchase
Agreement (the “Termination Agreement”), pursuant to which the parties agreed
to terminate the Standby Purchase Agreement dated September 17, 2007,
among TCP, TMF and the Company (the “2007 Standby Purchase Agreement”). Immediately thereafter, the Company, TCP
and TMF entered into the New Securities Purchase Agreement and a new Standby
Purchase Agreement (the “2008 Standby Purchase Agreement”), which contained
terms and conditions that were similar to those contained in the 2007 Standby
Purchase Agreement, and which are described in greater detail in Item 6. 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
and which was contemplated under the 2007 Standby Purchase Agreement. 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. 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 and to pay related accrued
interest. 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 and the
proposed acquisition of Common Stock by the Reporting Persons pursuant to the
2008 Standby Purchase Agreement, 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 |

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| | 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 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: 38.9%. The percentages used herein and in the rest
of Item 5 are calculated based upon the 7,133,033 shares of Common Stock
issued and outstanding as of March 12, 2007, which includes 6,008,033
shares that were issued and outstanding as of March 12, 2008 (as
reflected in Section 4.3 of the New Securities Purchase Agreement,
included as Exhibit 2 to this Schedule 13D), plus 1,125,000 newly issued
shares purchased by TCP and TMF pursuant to the New Securities Purchase Agreement. (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)
On February 19, 2008, TCP purchased 40,000 shares of Common Stock on the
open market for $7.72 per share, for a total purchase price of $308,800. On March 12, 2008, TCP purchased
900,000 newly issued shares of Common Stock from the Company in a private
placement transaction for $7.00 per share, for a total purchase price of
$6,300,000. (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: 38.9%. (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- |

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| | 4. Shared power to dispose or direct the disposition: 693,620 (c)
On February 19, 2008, TMF purchased 10,000 shares of Common Stock on the
open market for $7.72 per share, for a total purchase price of $77,200. On March 12, 2008, TMF purchased
225,000 newly issued shares of Common Stock from the Company in a private
placement transaction for $7.00 per share, for a total purchase price of
$1,575,000. (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. 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: 48.6%. (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 |

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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, 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 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, 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. Termination Agreement On March 10 2008, TCP, TMF and the Company entered into the Termination Agreement, pursuant to which, the parties agreed to terminate the 2007 Standby Purchase Agreement, with the exception of certain provisions relating to the Company’s obligations to provide indemnification to TMF and TCP and to reimburse TMF and TCP for the expenses they incurred in connection with the 2007 Standby Purchase Agreement. D. 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 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. 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

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| | 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 the proceeds from the Rights Offering will be used
to prepay the remaining principal amount under the Notes and to pay related
accrued interest. 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 (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 Termination Agreement, the 2008 Standby Purchase Agreement,
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. 3. Termination of Standby
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. 4. 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. 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 |

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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.

| March 18, 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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