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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934
PALM HARBOR HOMES INC.
(Name of Issuer) Common Stock,
$0.01 par value (Title of Class of Securities)
696639103 (CUSIP Number)
May 14th, 2004 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d)
CUSIP No.
696639103 Page 2 of
9 Pages 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales NUMBER OF 5 SOLE VOTING POWER 1,243,100 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 1,243,100 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,243,100 10 CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.44% 12 TYPE OF REPORTING PERSON PN
CUSIP No.
696639103 Page 3 of
9 Pages 1 NAME OF REPORTING PERSON IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ireland NUMBER OF 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 1,143,550 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,143,550 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,143,550 10 CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01% 12 TYPE OF REPORTING PERSON CO
CUSIP No.
696639103 Page 4 of
9 Pages Item 1. (a) Name of Issuer: Item 2. (a) Name of Persons Filing:
CUSIP No.
696639103 Page 5 of
9 Pages Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with (g) [ ] A parent holding company or control person in accordance with (h) [ ] A savings associations as defined in Section 3(b) of the Federal (i) [ ] A church plan that is excluded from the definition of an investment (j) [ ] Group, in accordance with Section 240.13d-1(b)(1) (ii)(J). Item 4. Ownership. (a) Amount Beneficially Owned:** (b) (c)
CUSIP No.
696639103 Page 6 of
9 Pages Item 5. Ownership of Five Percent or Less of a Class: Item 6. Ownership of More than Five Percent on Behalf of Another Person: Item 7. Identification and Classification of Subsidiaries Which Acquired the Security Being Reported on
By the Parent Holding Company: Item 8. Identification and Classification of Members of the Group: Item 9. Notice of Dissolution of Group: Item 10. Certification:
CUSIP No.
696639103 Page 7 of
9 Pages SIGNATURES
Findlay Park Partners LLP
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
Findlay Park American Smaller Companies Fund
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
Palm Harbor Homes Inc.
(b)
Address of Issuer's Principal Executive Offices:
15303 Dallas Parkway, Suite 800, Addison, Texas 75001-4600
This Schedule 13G is being filed jointly by (i) Findlay Park Partners LLP and
(ii) Findlay Park American Smaller Companies Fund.
(b)
Address of Principal Business Office or, if none, Residence:
The address of Findlay Park Partners LLP is 52 Upper Brook Street, London, W1K
2BU, United Kingdom.
The address of Findlay Park American Smaller Companies Fund is Styne House,
Upper Hatch Street, Dublin 2, Ireland.
(c)
Citizenship:
Findlay Park Partners LLP is limited liability partnership formed under the laws
of England & Wales.
Findlay Park American Smaller Companies Fund is a company incorporated under the
laws of Ireland.
(d)
Title of Class of Securities
Common Stock, $0.01 par value
(e)
CUSIP Number:
696639103
Company Act.
Section 240.13d-1(b)(1)(ii)(F).
Section 240.13d-1(b)(1)(ii)(G).
Deposit Insurance Act.
company under Section 3(c)(14) of the Investment Company Act of
1940.
Percent of Class:**
Number of Shares as to which the person has:
(i)
sole power to vote or direct the vote **
(ii)
shared power to vote or direct the vote **
(iii)
sole power to dispose or direct the disposition of **
(iv)
shared power to dispose or direct the disposition of **
** See Attachment A
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Findlay Park American Smaller Companies Fund.
Not applicable.
Not applicable.
Not applicable.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Dated: January 8, 2007 | ||||
FINDLAY PARK PARTNERS LLP
|
||||
|
By |
/s/ Susan Fitch | ||
Name: | Susan Fitch | |||
Title: | Director | |||
FINDLAY PARK AMERICAN SMALLER COMPANIES FUND
|
|
By |
/s/ James Findlay | ||
Name: | James Findlay | |||
Title: | Director | |||
CUSIP No. 696639103 |
Page 8 of 9 Pages |
|
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Act, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock, $0.01, of Palm Harbor Homes Inc., and that this Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this 8 day of January, 2007.
FINDLAY PARK PARTNERS LLP
|
||||
|
By |
/s/ Susan Fitch | ||
Name: | Susan Fitch | |||
Title: | Director | |||
FINDLAY PARK AMERICAN SMALLER COMPANIES FUND
|
|
By |
/s/ James Findlay | ||
Name: | James Findlay | |||
Title: | Director | |||
CUSIP No. 696639103 |
Page 9 of 9 Pages |
|
ATTACHMENT A
1. Beneficial Ownership (Item 4(a) and (b) of Schedule 13G)
As of May 14, 2004, Findlay Park Partners LLP ("FPP"), as the investment manager of Findlay Park American Smaller Companies Fund ("ASC") and RIT Capital Partners plc ("RCP"), may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of 1,243,100 shares of Common Stock, $0.01 par value, of Palm Harbor Homes Inc. (the "Common Stock"). Accordingly, FPP may be deemed to be the beneficial owner of the 1,243,100 shares of Common Stock, which, based on there being 22,831,240 shares of Common Stock outstanding as reported in the Form 10-Q of Palm Harbor Homes Inc. for the quarterly period ended September 29, 2006 (the "Form 10-Q"), represents approximately 5.44% of the outstanding Common Stock.
As of May 14, 2004, ASC was the direct beneficial owner of 1,143,550 shares of Common Stock, which, based on there being 22,831,240 shares of Common Stock outstanding as reported in the Form 10-Q, represents approximately 5.01% of the outstanding Common Stock.
FPP disclaims beneficial ownership of the 1,243,100 shares of Common Stock, except to the extent of any pecuniary interest therefrom.
2. Power to Vote and Dispose (Item 4(c) of Schedule 13G)
As of May 14, 2004, FPP may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of the 1,243,100 shares of Common Stock.
FPP disclaims beneficial ownership of the 1,243,100 shares of Common Stock, except to the extent of any pecuniary interest therefrom.
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