0001104659-13-070490.txt : 20130917 0001104659-13-070490.hdr.sgml : 20130917 20130917171502 ACCESSION NUMBER: 0001104659-13-070490 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130913 FILED AS OF DATE: 20130917 DATE AS OF CHANGE: 20130917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED ELECTRICAL SERVICES INC CENTRAL INDEX KEY: 0001048268 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 760542208 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 5433 WESTHEIMER STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138601500 MAIL ADDRESS: STREET 1: 5433 WESTHEIMER STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE ASSET ASSOCIATES, L.L.C. CENTRAL INDEX KEY: 0001482609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101973 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. CENTRAL INDEX KEY: 0001482608 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101974 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE PARTNERS L P CENTRAL INDEX KEY: 0001269122 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101977 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001272374 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101980 MAIL ADDRESS: STREET 1: C/O TORTINE PARTNERS LP STREET 2: 55 RAILRAOD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001276922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101981 BUSINESS ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE OVERSEAS ASSOCIATES LLC CENTRAL INDEX KEY: 0001268961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101975 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE MANAGEMENT LLC CENTRAL INDEX KEY: 0001268959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101976 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENDELL JEFFREY L ET AL CENTRAL INDEX KEY: 0000948904 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101982 MAIL ADDRESS: STREET 2: 200 PARK AVENUE SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tontine Capital Overseas GP, LLC CENTRAL INDEX KEY: 0001409490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101978 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tontine Capital Overseas Master Fund, L.P. CENTRAL INDEX KEY: 0001409485 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13783 FILM NUMBER: 131101979 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 a4.xml 4 X0306 4 2013-09-13 0 0001048268 INTEGRATED ELECTRICAL SERVICES INC IESC 0000948904 GENDELL JEFFREY L ET AL SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001276922 TONTINE CAPITAL PARTNERS L P SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001272374 TONTINE CAPITAL MANAGEMENT LLC SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001409485 Tontine Capital Overseas Master Fund, L.P. SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001409490 Tontine Capital Overseas GP, LLC SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001269122 TONTINE PARTNERS L P SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001268959 TONTINE MANAGEMENT LLC SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001268961 TONTINE OVERSEAS ASSOCIATES LLC SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001482608 TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 0001482609 TONTINE ASSET ASSOCIATES, L.L.C. SOUND SHORE DRIVE GREENWICH CT 06830 0 0 1 0 Common Stock, $0.01 par value per share 2013-09-13 4 J 0 1818831 A 10381240 I See Footnotes This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TCO, the general partner of TMF; (c) TM, the general partner of TP; (d) TOA; and (e) TAA, the general partner of TCP 2. On September 13, 2013, pursuant to that certain Agreement and Plan of Merger dated as of March 13, 2013, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of July 10, 2013 (the "Merger Agreement"), by and among the Issuer, IES Subsidiary Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer ("Merger Sub"), and MISCOR Group, Ltd., an Indiana corporation ("MISCOR"), MISCOR merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger, TCP acquired 1,455,066 shares of Common Stock, TMF acquired 278,180 shares of Common Stock and TCP 2 acquired 85,585 shares of Common Stock as consideration for the shares of MISCOR common stock each held prior to the consummation of the Merger. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $4.24 per share and the closing price of MISCOR's common stock was $1.47 per share. TCM, TCO, TM, and TAA directly own 0 shares of Common Stock, TCP directly owns 4,554,357 shares of Common Stock, TMF directly owns 1,141,277 shares of Common Stock, TP directly owns 2,637,092 shares of Common Stock, TOA directly owns 477,367 shares of Common Stock, TCP 2 directly owns 1,563,231 shares of Common Stock and Mr. Gendell directly owns 7,916 shares of Common Stock. All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP may be deemed to be beneficially owned by TCM. The foregoing securities held by TMF may be deemed to be beneficially owned by TCO. The foregoing securities held by TP may be deemed to be beneficially owned by TM. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TCO, TMF, TP, TM, TOA, TCP 2 and TAA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO or representing TCO's pro rata interest in, and interest in the profits of, TMF. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TP. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Capital Overseas Master Fund, L.P. By: its General Partner, Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2013-09-17 /s/ Jeffrey L. Gendell 2013-09-17