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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. 2 )*
Culp, Inc.
(Name of Issuer)
Common Stock, $0.05 par value
(Title of Class of Securities)
230215105
(CUSIP Number)
Praesidium Investment Management Company, LLC
747 Third Avenue, 35th Floor
New York, NY 10017
Tel. No.: (212) 821-1495
747 Third Avenue, 35th Floor
New York, NY 10017
Tel. No.: (212) 821-1495
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
- - with copies to -
Barry Greenberg
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
Barry Greenberg
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
December 31, 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. |
230215105 |
| 1 | NAMES OF REPORTING PERSONS Praesidium Investment Management Company, LLC |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS* (SEE INSTRUCTIONS) | ||||||||||
| OO (Funds from Investment Advisory Clients) | |||||||||||
| 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 | 858,605 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 858,605 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 858,605 | |||||||||||
| 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) | ||||||||||
| 6.8% | |||||||||||
| 14 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||||||||
| IA | |||||||||||
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 8
CUSIP No. |
230215105 |
| 1 | NAMES OF REPORTING PERSONS Kevin Oram |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS* (SEE INSTRUCTIONS) | ||||||||||
| OO (Funds from Investment Advisory Clients) | |||||||||||
| 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 of America | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 858,605 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 858,605 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 858,605 | |||||||||||
| 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) | ||||||||||
| 6.8% | |||||||||||
| 14 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 8
CUSIP No. |
230215105 |
| 1 | NAMES OF REPORTING PERSONS Peter Uddo |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS* (SEE INSTRUCTIONS) | ||||||||||
| OO (Funds from Investment Advisory Clients) | |||||||||||
| 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 of America | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 858,605 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 858,605 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 858,605 | |||||||||||
| 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) | ||||||||||
| 6.8% | |||||||||||
| 14 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 8
SCHEDULE 13D/A
This Amendment No. 2 (“Second Amendment”) to the Schedule 13D originally filed on May 13, 2005
(the “Schedule 13D”) and amended on November 8, 2005 (“Amendment”) relating to shares of common
stock, $0.05 par value (“Common Stock”), of Culp, Inc., a North Carolina corporation (the “Issuer”)
is being filed on behalf of (i) Praesidium Investment Management Company, LLC, a Delaware limited
liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium
and Mr. Oram the “Reporting Persons”).
Certain terms used but not defined in this Second Amendment have the meanings assigned thereto
in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Second Amendment
as follows:
Item 2. Identity and Background
(a) This statement is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware
limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with
Praesidium and Mr. Oram the “Reporting Persons”).
Praesidium, in its capacity as investment manager to a certain managed account on behalf of
Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”), has sole power to vote
and dispose of the shares of Common Stock held in Blackwell’s managed account. As the managing
members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to control Praesidium.
(b) The business address of the Reporting Persons is 747 Third Avenue, 35th Floor
New York, NY 10017.
(c) The principal business of Praesidium is the management of the assets and activities of
certain managed accounts. Mr. Oram and Mr. Uddo serve as managing members of Praesidium.
(d) None of the Reporting Persons have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Praesidium is a Delaware limited liability company. Each of Mr. Oram and Mr. Uddo are
United States citizens.
Page 5 of 8
Item 3. Source and Amount of Funds
The net investment costs (including commissions, if any) of the shares of Common Stock
directly owned by Blackwell’s managed account is approximately $5.45 per share.
Item 5. Interest in Securities of the Issuer
(a) - (b) The Reporting Persons beneficially own 858,605 shares of Common Stock, which
represents 6.8% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial
ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing
(i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of
December 31, 2008 as set forth in this Schedule 13D, by (ii) the 12,652,527 shares of Common Stock
outstanding as of November 2, 2008, based upon the Issuer’s Report on Form 10-Q filed with the
Securities and Exchange Commission on December 12, 2008.
Praesidium, in its capacity as investment manager to a certain managed account on behalf of
Blackwell, has sole power to vote and dispose of the 858,605 shares of Common Stock held in
Blackwell’s managed account. As the managing members of Praesidium, each of Kevin Oram and Peter
Uddo may be deemed to beneficially own the Common Stock held in Blackwell’s managed account.
(c) Transactions in the Issuer’s securities by the Reporting Persons during the last sixty
days are listed in Annex A attached hereto.
(d) Not Applicable.
(e) As of December 31, 2008, Praesidium Partners Fund, LP, a Delaware limited partnership,
Praesidium Partners QP Fund, LP, a Delaware limited partnership, and Praesidium Offshore Master
Fund, L.P., a Cayman Islands exempted limited partnership, no longer beneficially own Common Stock
and consequently ceased to be Reporting Persons.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The powers of disposition and voting, if any, of the Reporting Persons are held
pursuant to a certain advisory agreement entered into among the Reporting Persons and Blackwell.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint filing agreement by and among the Reporting Persons.
Page 6 of 8
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: January 30, 2009
| PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC | ||||||||||
| By: | Praesidium Advisors, LLC, | |||||||||
| its general partner | ||||||||||
| By: | /s/ Kevin Oram | |||||||||
| Name: | Kevin Oram | |||||||||
| Title: | Managing Member | |||||||||
| KEVIN ORAM | ||||||||||
| By: | /s/ Kevin Oram | |||||||||
| PETER UDDO | ||||||||||
| By: | /s/ Peter Uddo | |||||||||
Page 7 of 8
Exhibit Index
Exhibit 1.
|
Joint filing agreement by and among the Reporting Persons. |
Page 8 of 8
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D
(including any and all amendments thereto) with respect to the Common Stock, $0.05 par value, of
Culp, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to
such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 30, 2009.
| PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC | ||||||||||
| By: | Praesidium Advisors, LLC, | |||||||||
| its general partner | ||||||||||
| By: | /s/ Kevin Oram | |||||||||
| Name: | Kevin Oram | |||||||||
| Title: | Managing Member | |||||||||
| KEVIN ORAM | ||||||||||
| By: | /s/ Kevin Oram | |||||||||
| PETER UDDO | ||||||||||
| By: | /s/ Peter Uddo | |||||||||
Annex A
Except as set forth below, there have been no transactions in the Common Stock by the Reporting
Persons or, to the knowledge of the Reporting Persons, by any of the other persons named in Item 2
during the past sixty days.
During the past sixty days, the Reporting Persons effected the following purchases of shares of
Common Stock in open market transactions:
| Date | Amount | Price | ||||||
11/26/2008 |
90,043 | 2.3582 | ||||||
12/31/2008 |
134,475 | 1.9804 | ||||||
1/9/2009 |
24,200 | 2.0136 | ||||||
1/12/2009 |
5,720 | 2.0408 | ||||||