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
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a4.xml
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2013-09-13
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0001048268
INTEGRATED ELECTRICAL SERVICES INC
IESC
0000948904
GENDELL JEFFREY L ET AL
SOUND SHORE DRIVE
GREENWICH
CT
06830
0
0
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0001276922
TONTINE CAPITAL PARTNERS L P
SOUND SHORE DRIVE
GREENWICH
CT
06830
0
0
1
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TONTINE CAPITAL MANAGEMENT LLC
SOUND SHORE DRIVE
GREENWICH
CT
06830
0
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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
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Common Stock, $0.01 par value per share
2013-09-13
4
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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