UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9 )*

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).

 

 

 

 

 

 

 

This Amendment No. 9 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 4. Purpose of Transaction

Item 4 is hereby supplemented as follows:

On July 2, 2008, PDP entered into a Joint Funding Agreement (the “Funding Agreement”) with CPFW Holdings, L.P., a Delaware limited partnership headquartered in Fort Worth, Texas (“CPFW”). The Funding Agreement sets forth the agreement of PDP and CPFW with respect to the equity funding of Parent for purpose of consummating the transactions contemplated by the Merger Agreement. The Funding Agreement also contains the terms and conditions under which PDP and CPFW may allocate portions of their respecting funding commitments to other parties, and it also provides for the allocation and payment of fees and expenses incurred by PDP and CPFW in connection with the transaction. Under the Funding Agreement, PDP and CPFW have also agreed upon the manner in which any termination fees received or payable by Parent under the Merger Agreement will be allocated among PDP, CPFW and any other parties to the Funding Agreement. The foregoing summary is qualified in its entirety by reference to the Joint Funding Agreement attached as Exhibit 10 and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby supplemented as follows:

Exhibit 10		Joint Funding Agreement, dated July 2, 2008, by and between LKCM Private Discipline Master Fund, SPC and CPFW Holdings, L.P.

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: July 2, 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.

EXHIBIT INDEX

Exhibit
No.		Description
Exhibit 10		Joint Funding Agreement, dated July 2, 2008, by and between LKCM Private Discipline Master Fund, SPC and CPFW Holdings, L.P.