Industrial Distribution Group Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
03 Juillet 2008 - 8:44PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
Industrial Distribution Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Jacob D. Smith
General Counsel
Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
(817) 332-3235
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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.
o
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.
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456061100
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Page
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2
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of
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10
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1
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NAMES OF REPORTING PERSONS
PDLP Distribution, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC/BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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1,434,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,434,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,434,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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456061100
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Page
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3
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of
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10
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1
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NAMES OF REPORTING PERSONS
LKCM Private Discipline Master Fund, SPC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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1,434,000
|
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|
|
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SHARES
|
8
|
|
SHARED VOTING POWER
|
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BENEFICIALLY
|
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|
|
OWNED BY
|
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0
|
|
|
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|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
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REPORTING
|
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|
PERSON
|
|
1,434,000
|
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WITH
|
10
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SHARED DISPOSITIVE POWER
|
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|
|
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0
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,434,000
|
|
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
|
|
o
|
|
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
|
|
|
14.9%
|
|
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
OO
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CUSIP No.
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456061100
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Page
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4
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of
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10
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1
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NAMES OF REPORTING PERSONS
LKCM Private Discipline Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|
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7
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SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
1,434,000
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
1,434,000
|
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|
|
|
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|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,434,000
|
|
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
14.9%
|
|
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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PN
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CUSIP No.
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456061100
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Page
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5
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of
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10
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1
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NAMES OF REPORTING PERSONS
LKCM Alternative Management, LLC
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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|
(a)
o
|
|
|
(b)
þ
|
|
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
|
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4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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N/A
|
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|
5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
1,434,000
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
1,434,000
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,434,000
|
|
|
|
|
|
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)
|
|
|
|
|
|
14.9%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
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CUSIP No.
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456061100
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Page
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6
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of
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10
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1
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NAMES OF REPORTING PERSONS
Luther King Capital Management Corporation
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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|
(a)
o
|
|
|
(b)
þ
|
|
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
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|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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N/A
|
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|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
o
|
|
|
|
|
|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
1,434,000
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
1,434,000
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,434,000
|
|
|
|
|
|
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)
|
|
|
|
|
|
14.9%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
IA/CO
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CUSIP No.
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456061100
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Page
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7
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of
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10
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1
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NAMES OF REPORTING PERSONS
J. Luther King, Jr.
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
N/A
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
1,434,000
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
1,434,000
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
1,434,000
|
|
|
|
|
|
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)
|
|
|
|
|
|
14.9%
|
|
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
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|
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CUSIP No.
|
|
456061100
|
|
Page
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8
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of
|
|
10
|
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|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
J. Bryan King
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
þ
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
|
|
N/A
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
1,434,000
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
1,434,000
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,434,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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o
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
|
This Amendment No. 9 to Schedule 13D amends and supplements the Schedule 13D, as amended, filed by
the Reporting Persons with respect to the common stock, par value $0.01 (“
Common Stock
”),
of Industrial Distribution Group, Inc. (the “
Issuer
”). Except as set forth below, all
previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have
the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange
Commission. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the
securities reported herein, except to the extent of its pecuniary interest therein, and this
Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the
beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of
1934 or for any other purpose.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
On July 2, 2008, PDP entered into a Joint Funding Agreement (the “
Funding Agreement
”) with
CPFW Holdings, L.P., a Delaware limited partnership headquartered in Fort Worth, Texas
(“
CPFW
”). The Funding Agreement sets forth the agreement of PDP and CPFW with respect to
the equity funding of Parent for purpose of consummating the transactions contemplated by the
Merger Agreement. The Funding Agreement also contains the terms and conditions under which PDP and
CPFW may allocate portions of their respecting funding commitments to other parties, and it also
provides for the allocation and payment of fees and expenses incurred by PDP and CPFW in connection
with the transaction. Under the Funding Agreement, PDP and CPFW have also agreed upon the manner
in which any termination fees received or payable by Parent under the Merger Agreement will be
allocated among PDP, CPFW and any other parties to the Funding Agreement. The foregoing summary is
qualified in its entirety by reference to the Joint Funding Agreement attached as
Exhibit
10
and incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby supplemented as follows:
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Exhibit 10
|
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Joint Funding Agreement, dated July 2, 2008, by and between LKCM Private
Discipline Master Fund, SPC and CPFW Holdings, L.P.
|
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.
Date: July 2, 2008
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PDLP Distribution, LLC
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By:
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LKCM Private Discipline Master Fund, SPC, its sole member
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By:
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LKCM Private Discipline Management, L.P., its manager
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By:
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LKCM Alternative Management, LLC, its general partner
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By:
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/s/ J. Bryan King
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J. Bryan King, Vice President
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LKCM Private Discipline Master Fund, SPC
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By:
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LKCM Private Discipline Management, L.P., its manager
|
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By:
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LKCM Alternative Management, LLC, its general partner
|
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By:
|
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/s/ J. Bryan King
|
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|
J. Bryan King, Vice President
|
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LKCM Private Discipline Management, L.P.
|
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By:
|
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LKCM Alternative Management, LLC, its general partner
|
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By:
|
|
/s/ J. Bryan King
|
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|
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|
J. Bryan King, Vice President
|
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LKCM Alternative Management, LLC
|
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By:
|
|
/s/ J. Bryan King
|
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|
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|
J. Bryan King, Vice President
|
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|
Luther King Capital Management Corporation
|
|
|
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By:
|
|
/s/ J. Bryan King
|
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|
|
|
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|
|
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|
|
J. Bryan King, Vice President
|
|
|
|
|
|
|
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|
|
/s/ J. Bryan King
|
|
|
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|
|
J. Bryan King
|
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|
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/s/ J. Luther King, Jr.
|
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J. Luther King, Jr.
|
EXHIBIT INDEX
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Exhibit
|
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|
No.
|
|
Description
|
|
Exhibit 10
|
|
Joint Funding Agreement, dated July 2, 2008, by and between LKCM Private
Discipline Master Fund, SPC and CPFW Holdings, L.P.
|
Industrial Distribution Grp (MM) (NASDAQ:IDGR)
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