PATRICK INDUSTRIES INC — Major Shareholding Notification 2010

Mar 10, 2010

SC 13D/A 1 a10-5450_7sc13da.htm SC 13D/A

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

*Under the Securities Exchange Act of 1934 (Amendment No. 12)**

*Patrick Industries, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*703343103*

(CUSIP Number)

*Jeffrey L. Gendell*

*55 Railroad Avenue*

*Greenwich, Connecticut 06830*

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

*March 2, 2010*

(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) 46.1% | |
| 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) 46.1% | |
| 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 818,434 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 818,434 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 818,434 | |
| 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) 8.9% | |
| 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 818,434 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 818,434 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 818,434 | |
| 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) 8.9% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

5

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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 II, 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 135,374 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 135,374 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 135,374 | |
| 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) 1.5% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

6

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| CUSIP No. 703343103 — 1. | Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) Tontine Asset Associates, 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 135,374 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 135,374 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 135,374 | |
| 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) 1.5% | |
| 14. | Type of Reporting Person
(See Instructions) OO | |

7

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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) 56.5% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

8

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Item 1.	Security and Issuer
	This Amendment No. 12 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, November 10, 2008, December 16, 2008, October 23, 2009 and
February 3, 2010 (the Original 13D, together with the amendments, the
“Schedule 13D”), relating 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; (v) Tontine Capital
Overseas Master Fund II, L.P. a Cayman Islands limited partnership (“TCP 2”)
with respect to shares of Common Stock directly owned by it; (vi) Tontine Asset Associates, L.L.C., a
Delaware limited liability company (“TAA”), with respect to the shares of
Common Stock directly owned by TCP 2; and (vii) 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, TCO, TCP 2 and TAA is 55 Railroad
Avenue, 1st Floor, Greenwich, Connecticut 06830. The business address of Mr. Gendell is 55
Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830. (c) The principal business of each of TMF, TCP
and TCP 2 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. The principal business of TAA is serving as
the general partner of TCP 2. Mr.
Gendell serves as the managing member of TCM, TCO and TAA. (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, TCM and TAA is a limited liability company organized
under the laws of the State of Delaware.
Each of TMF and TCP 2 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
	Except as set forth in Item 4, 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

9

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| | 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. |
| --- | --- |
| Item 4. | Purpose of Transaction |
| | As previously reported in Amendment No. 11 to this
Schedule 13D, effective February 1, 2010, the Reporting Persons reallocated
ownership of Common Stock among the entities comprising the Reporting Persons
(the “Reallocation”). When giving
effect solely to the Reallocation, the aggregate Common Stock ownership of
the Reporting Persons after the completion of the Reallocation is the same as
the aggregate Common Stock ownership of the Reporting Persons before the
Reallocation. In connection with the
Reallocation, shares of Common Stock owned by TMF (the “Transferred Shares”)
were deemed to have been distributed in kind as of February 1, 2010 to
certain investors holding ownership interests in TMF, with all of the
Transferred Shares then being immediately contributed by such investors to
TCP 2. The number of Transferred Shares
reported in Amendment No. 11 as being contributed to TCP 2 was a preliminary
estimate by the Reporting Persons. On
March 2, 2010, the Reporting Persons finalized the actual number of
Transferred Shares. The number of
Transferred Shares deemed distributed in kind by TMF is 135,374 shares of
Common Stock, with all of such shares having been immediately contributed to
TCP 2. The consideration for the
Transferred Shares contributed to TCP 2 consists of ownership interests in
TCP 2 issued to such contributing TMF investors. Also in connection with the Reallocation,
certain investors holding partnership interests in TCP contributed such
interests to TCP 2 and, in exchange, received ownership interests in TCP 2,
with TCP 2 holding, as a result, the contributed TCP partnership interests. The completion of the transactions
described in this paragraph has not changed the Reporting Persons’ purposes
in holding shares of Common Stock as described in this Schedule 13D. The Reporting Persons acquired the shares of Common
Stock for investment purposes and in the ordinary course of business. All of the Reporting Persons may dispose of
securities of the Company at any time and from time to time in the open
market, through dispositions in kind to parties holding an ownership interest
in TCP, TMF and/or TCP 2, or otherwise.
In addition, TCP 2 may obtain securities of the Company through open
market purchases, transfers from other Reporting Persons or otherwise. As discussed in this Schedule 13D, the Reporting
Persons own approximately 56.5% 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 discussed in Item 6, the Reporting
Persons have certain rights to nominate directors and to require the Company
to limit the size of the Board which rights 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 similar to any of those
enumerated in items (a) through (i) above. |

10

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| Item 5. |
| --- |
| The following disclosure of share ownership by the
Reporting Persons is as of the date of this Amendment No. 12 to Schedule 13D. A. Tontine Capital Partners, L.P. (a) Aggregate number of shares beneficially
owned: 4,221,155. Percentage:
46.1%. The percentages used herein and
in the rest of Item 5 are calculated based upon 9,162,189 share of Common
Stock issued and outstanding as of October 30, 2009, as reflected in the
Quarterly Report on Form 10-Q filed by the Company on November 12, 2009. (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 in
Common Stock since the filing of Amendment No. 11 to this Schedule 13D on
February 3, 2010. (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: 46.1%. (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 in
Common Stock since the filing of Amendment No. 11 to this Schedule 13D on
February 3, 2010. (d) Not applicable. (e) Not applicable. |
| C. Tontine Capital Overseas Master Fund, L.P. (a) Aggregate number of shares beneficially
owned: 818,434. Percentage: 8.9%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote
or direct vote: 818,434 3. Sole power to
dispose or direct the disposition: -0- 4. Shared power to
dispose or direct the disposition:
818,434 (c) Except as disclosed herein, TMF has not
engaged in any transactions in Common Stock since the filing of Amendment No.
11 to this Schedule 13D on February 3, 2010. (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. |

11

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D. Tontine Capital Overseas GP, L.L.C. (a) Aggregate number of shares beneficially owned: 818,434. Percentage: 8.9 %. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 818,434 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 818,434 (c) Except as disclosed herein, TCO has not engaged in any transactions in Common Stock since the filing of Amendment No. 11 to this Schedule 13D on February 3, 2010. (d) Not applicable. (e) Not applicable. E. Tontine Capital Overseas Master Fund II, L.P. (a) Aggregate number of shares beneficially owned: 135,374. Percentage: 1.5%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 135,374 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 135,374 (c) Except as disclosed herein, TCP 2 has not engaged in any transactions in Common Stock since the filing of Amendment No. 11 to this Schedule 13D on February 3, 2010. (d) TAA, the general partner of TCP 2, has the power to direct the affairs of TCP 2, 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 TAA and in that capacity directs its operations. (e) Not applicable. F. Tontine Asset Associates, L.L.C. (a) Aggregate number of shares beneficially owned: 135,374. Percentage: 1.5%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 135,374 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 135,374 (c) Except as disclosed herein, TAA has not engaged in any transactions in Common Stock since the filing of Amendment No. 11 to this Schedule 13D on February 3, 2010. (d) Not applicable. (e) Not applicable.

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| | G. Jeffrey L.
Gendell (a) Aggregate number of shares beneficially
owned: 5,174,963. Percentage: 56.5%. (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) Except as disclosed herein, Mr. Gendell has
has not engaged in any transactions in Common Stock since the filing of
Amendment No. 11 to this Schedule 13D on February 3, 2010. (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 a Securities Purchase Agreement (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. B. March 2008
Securities Purchase Agreement On March 10, 2008, the Company, TCP and TMF entered
into a Securities Purchase Agreement (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. |

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| | 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 filed a registration statement on Form S-3 registering the resale of
5,174,963 shares of Common Stock held by the Reporting Persons (the “Tontine
Registration Statement”). The Tontine
Registration Statement was declared effective on December 30, 2008. Pursuant to the December 2008 Registration
Rights Agreement, the Company filed a registration statement on Form S-3
registering the resale of 424,049 shares of Common Stock issuable to the
lenders under the Credit Agreement upon the exercise of the Warrants (the
“Lender Registration Statement”). The
Lender Registration Statement was declared effective on July 29, 2009. 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 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 (previously filed as Exhibit 3 to Amendment No. 9 to this
Schedule 13D on December 11, 2008). |

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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 10, 2010 |
| --- |
| 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., as
managing member of Tontine Capital Overseas GP, L.L.C., general partner of
Tontine Capital Overseas Master Fund, L.P., and as managing member of Tontine
Asset Associates, L.L.C., the general partner of Tontine Capital Overseas
Master Fund II, L.P. |
| Name/Title |

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