-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UuXJnAvum9FpRNAI2t2msy22igrSRlqnnleYGIhQbTSJonyjsZx7e22NAGJQ5TLz yVG97GedcpxfPeJ7eNVi/w== 0001362310-08-001820.txt : 20080407 0001362310-08-001820.hdr.sgml : 20080407 20080407101718 ACCESSION NUMBER: 0001362310-08-001820 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080407 DATE AS OF CHANGE: 20080407 GROUP MEMBERS: J. BRYAN KING GROUP MEMBERS: J. LUTHER KING, JR. GROUP MEMBERS: LKCM ALTERNATIVE MANAGEMENT, LLC GROUP MEMBERS: LKCM PRIVATE DISCIPLINE MANAGEMENT, L.P. GROUP MEMBERS: LKCM PRIVATE DISCIPLINE MASTER FUND, SPC GROUP MEMBERS: LUTHER KING CAPITAL MANAGEMENT CORPORATION GROUP MEMBERS: PDLP DISTRIBUTION, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL DISTRIBUTION GROUP INC CENTRAL INDEX KEY: 0001042351 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 582299339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52071 FILM NUMBER: 08741996 BUSINESS ADDRESS: STREET 1: 950 E PACES FERRY RD STREET 2: STE 1575 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 7709492100 MAIL ADDRESS: STREET 1: 950 E PACES FERRY RD STREET 2: STE 1575 CITY: ATLANTA STATE: GA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KING LUTHER CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0000310051 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 75163030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE SUITE 1600 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173323235 MAIL ADDRESS: STREET 1: 301 COMMERCE SUITE 1600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 c72909sc13dza.htm SCHEDULE 13D/AMENDMENT NO. 6 Filed by Bowne Pure Compliance
 

     
 
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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. 6 )*

Industrial Distribution Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
456061100
(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)
April 4, 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. 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).

 
 


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS

PDLP Distribution, LLC
     
     
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)
   
  WC/BK
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  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


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS

LKCM Private Discipline Master Fund, SPC
     
     
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)
   
  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
       
  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


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS

LKCM Private Discipline Management, L.P.
     
     
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
   
  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)
   
  PN


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS

LKCM Alternative Management, LLC
     
     
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
   
  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


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS

Luther King Capital Management Corporation
     
     
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
   
  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)
   
  IA/CO


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
1   NAMES OF REPORTING PERSONS

J. Luther King, Jr.
     
     
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


 

                     
CUSIP No.
 
456061100 
  Page  
  of   
12 

 

           
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
   
  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


 

This Amendment No. 6 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 2. Identity and Background.
Item 2 is hereby supplemented as follows:
The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
After the close of business on April 4, 2008, the Reporting Persons submitted a proposal (the “Proposal Letter”) to the Issuer’s Board of Directors to acquire all of the outstanding shares of Common Stock for $11.70 per share in cash (the “Proposed Transaction”). The Proposal Letter is attached hereto as Exhibit 5 and incorporated by reference herein. On April 7, 2008, a press release related to the Proposed Transaction was issued by the Reporting Persons. The press release is attached hereto as Exhibit 6 and incorporated by reference herein.
The Reporting Persons anticipate engaging in communications with the Issuer’s Board of Directors, financial advisors, and/or other persons regarding the Proposed Transaction. No binding obligation on the part of the Reporting Persons will arise with respect to the Proposed Transaction unless and until a definitive acquisition agreement with the Issuer has been executed and delivered.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
The responses set forth in Item 4 of this Schedule 13D are hereby incorporated by reference in response to Item 6 of this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby supplemented as follows:
Exhibit 5   Proposal Letter to the Board of Directors of Industrial Distribution Group, Inc., dated April 4, 2008.
Exhibit 6   Press Release, dated April 7, 2008.

 

Page 9 of 12


 

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: April 7, 2008
         
  PDLP Distribution, LLC

By: LKCM Private Discipline Master Fund, SPC, its sole member
By: LKCM Private Discipline Management, L.P., its manager
By: LKCM Alternative Management, LLC, its general partner
 
 
  By:   /s/ J. Bryan King    
    J. Bryan King, Vice President   
       
 
  LKCM Private Discipline Master Fund, SPC

By: LKCM Private Discipline Management, L.P., its manager
By: LKCM Alternative Management, LLC, its general partner
 
 
  By:   /s/ J. Bryan King    
    J. Bryan King, Vice President   
       
 
  LKCM Private Discipline Management, L.P.

By: LKCM Alternative Management, LLC, its general partner
 
 
  By:   /s/ J. Bryan King    
    J. Bryan King, Vice President   
       
 
  LKCM Alternative Management, LLC
 
 
  By:   /s/ J. Bryan King    
    J. Bryan King, Vice President   
       
 
  Luther King Capital Management Corporation
 
 
  By:   /s/ J. Bryan King    
    J. Bryan King, Vice President   
       
 
     
  /s/ J. Bryan King    
  J. Bryan King   
     
 
     
  /s/ J. Luther King, Jr.    
  J. Luther King, Jr.   
     
 

 

Page 10 of 12


 

SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America and its principal occupation is investment management. Except as otherwise indicated, the business address of each director and officer is 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102. To the best of the Reporting Persons’ knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares or have during the past five years been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
PDLP DISTRIBUTION, LLC
     
Name   Position
LKCM Private Discipline Master Fund, SPC
  Sole Member
LKCM PRIVATE DISCIPLINE MASTER FUND, SPC
     
Name   Position
LKCM Private Discipline Management, L.P.
  Manager
LKCM PRIVATE DISCIPLINE MANAGEMENT, L.P.
     
Name   Position
LKCM Alternative Management, LLC
  General Partner
LKCM ALTERNATIVE MANAGEMENT, LLC
     
Name   Position
J. Luther King, Jr.
  Director and President
J. Bryan King
  Director and Vice President
LUTHER KING CAPITAL MANAGEMENT CORPORATION
     
Name   Position
J. Luther King, Jr.
  Director, President and Principal
J. Bryan King
  Vice President and Principal
Scot C. Hollmann
  Vice President and Principal
Paul W. Greenwell
  Vice President and Principal
David L. Dowler
  Vice President and Principal
Steven R. Purvis
  Vice President and Principal
Gary G. Walsh
  Vice President and Principal
Jacob D. Smith
  General Counsel and Chief Compliance Officer

 

Page 11 of 12


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
   
 
Exhibit 5  
Proposal Letter to the Board of Directors of Industrial Distribution Group, Inc., dated April 4, 2008.
   
 
Exhibit 6  
Press Release, dated April 7, 2008.

 

EX-99.5 2 c72909exv99w5.htm EXHIBIT 5 Filed by Bowne Pure Compliance
 

EXHIBIT 5
April 4, 2008
Richard M. Seigel
Chairman of the Board of Directors
Industrial Distribution Group, Inc.
950 East Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
c/o W. Randy Eaddy, Esq.
Kilpatrick Stockton LLP
1001 West Fourth Street
Winston-Salem, North Carolina 27101
Dear Mr. Seigel:
As you are aware, LKCM Private Discipline Master Fund, SPC and its affiliates (“LKCM” or “we”) beneficially own approximately 14.9% of the outstanding common stock of Industrial Distribution Group, Inc. (“IDG”). On behalf of LKCM, I am pleased to submit this proposal to acquire all outstanding shares of IDG common stock in a transaction that provides IDG stockholders with value that is superior to the proposed transaction with Platinum Equity and its affiliates (“Platinum”).
We propose to acquire all outstanding shares of IDG common stock at a price of $11.70 per share in cash. Subject to satisfactory completion of due diligence, we would execute a definitive agreement covering our proposal. We would be willing to execute a definitive agreement in substantially the same form as IDG’s agreement with Platinum, and thus do not anticipate any delay in negotiations. No closing conditions, other than those required for the Platinum transaction, would be necessary to consummate our proposed transaction with IDG. Our proposal will not be subject to a financing condition.
We are prepared to commence due diligence expeditiously, assuming that we are granted full access to IDG due diligence materials and receive cooperation from IDG management. As contemplated by the agreement for the Platinum transaction, we are willing to execute an appropriate confidentiality agreement in connection with any proprietary information we may receive from IDG.
We are enthusiastic about a transaction with IDG and believe that our proposal will enable the Board of Directors to maximize value for IDG stockholders.
We would like to meet with the Board of Directors as soon as possible to discuss our superior proposal. You may contact us at (817) 332-3235. We look forward to your prompt response.
Sincerely,
/s/ J. Bryan King
J. Bryan King, CFA
LKCM Private Discipline Master Fund, SPC

 

 

EX-99.6 3 c72909exv99w6.htm EXHIBIT 6 Filed by Bowne Pure Compliance
 

EXHIBIT 6
LKCM PROPOSES ACQUISITION OF INDUSTRIAL DISTRIBUTION GROUP FOR $11.70 PER SHARE
FORT WORTH, Texas—(BUSINESS WIRE)—Luther King Capital Management Corporation announced today that an affiliated investment partnership, LKCM Private Discipline Master Fund, SPC, has made a competing proposal to the Board of Directors of Industrial Distribution Group, Inc. (IDG) to acquire all outstanding shares of IDG common stock at a purchase price of $11.70 per share in cash. The proposal represents a 13.6% premium to the $10.30 per share cash offer of Platinum Equity and its affiliates previously accepted by IDG.
LKCM believes that its proposal will maximize value for IDG stockholders, and it has requested to meet with IDG’s Board of Directors as soon as possible to discuss the proposal.
The text of the letter sent to IDG’s Board of Directors follows:
April 4, 2008
Richard M. Seigel
Chairman of the Board of Directors
Industrial Distribution Group, Inc.
950 East Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
c/o W. Randy Eaddy, Esq.
Kilpatrick Stockton LLP
1001 West Fourth Street
Winston-Salem, North Carolina 27101
Dear Mr. Seigel:
As you are aware, LKCM Private Discipline Master Fund, SPC and its affiliates (“LKCM” or “we”) beneficially own approximately 14.9% of the outstanding common stock of Industrial Distribution Group, Inc. (“IDG”). On behalf of LKCM, I am pleased to submit this proposal to acquire all outstanding shares of IDG common stock in a transaction that provides IDG stockholders with value that is superior to the proposed transaction with Platinum Equity and its affiliates (“Platinum”).
We propose to acquire all outstanding shares of IDG common stock at a price of $11.70 per share in cash. Subject to satisfactory completion of due diligence, we would execute a definitive agreement covering our proposal. We would be willing to execute a definitive agreement in substantially the same form as IDG’s agreement with Platinum, and thus do not anticipate any delay in negotiations. No closing conditions, other than those required for the Platinum transaction, would be necessary to consummate our proposed transaction with IDG. Our proposal will not be subject to a financing condition.
We are prepared to commence due diligence expeditiously, assuming that we are granted full access to IDG due diligence materials and receive cooperation from IDG management. As contemplated by the agreement for the Platinum transaction, we are willing to execute an appropriate confidentiality agreement in connection with any proprietary information we may receive from IDG.
We are enthusiastic about a transaction with IDG and believe that our proposal will enable the Board of Directors to maximize value for IDG stockholders.

 

 


 

We would like to meet with the Board of Directors as soon as possible to discuss our superior proposal. You may contact us at (817) 332-3235. We look forward to your prompt response.
Sincerely,
/s/ J. Bryan King
J. Bryan King, CFA
LKCM Private Discipline Master Fund, SPC
Additional Information and Where to Find It
This communication does not constitute an offer to buy any securities or a solicitation of any vote or approval or a solicitation of an offer to sell any securities. If LKCM and IDG reach an agreement with respect to the proposed transaction, IDG would file a proxy statement with the Securities and Exchange Commission. The definitive proxy statement would be mailed to stockholders of IDG. INVESTORS AND SECURITY HOLDERS OF IDG ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of any documents filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
LKCM and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding LKCM’s directors and executive officers is available at www.lkcm.com.
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Contact: Jacob D. Smith, Luther King Capital Management Corporation, 817-332-3235

 

 

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