SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Comfort Systems USA, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
199908104
(CUSIP Number)
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830 (203) 769-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
August 19, 2003
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
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.
(Continued on following pages)
(Page 1 of 15 Pages)
----------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. 199908104 13D Page 2 of 15 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Partners, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
982,760
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
982,760
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
982,760
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 199908104 13D Page 3 of 15 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
982,760
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
982,760
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
982,760
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 199908104 13D Page 4 of 15 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Associates, L.L.C.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
20,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
20,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
20,000
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.1%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 199908104 13D Page 5 of 15 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Overseas Associates, L.L.C.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,276,540
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,276,540
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,276,540
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.4%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 199908104 13D Page 6 of 15 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
PF, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
60,000
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,279,300
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
60,000
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,279,300
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,339,300
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.2%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 199908104 13D Page 7 of 15 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 (the "Common
Stock") of Comfort Systems USA, Inc. (the "Company"). The Company's principal
executive offices are located at 777 Post Oak Boulevard; Suite 500; Houston,
Texas 77056.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Tontine Partners, L.P., a Delaware limited partnership ("TP"),
with respect to the shares of Common Stock directly owned by it;
(ii) Tontine Management, L.L.C., a Delaware limited liability company
("TM"), with respect to the shares of Common Stock directly owned
by TP;
(iii) Tontine Associates, L.L.C., a Delaware limited liability company
("TA"), which serves as the investment manager to certain managed
accounts, with respect to the shares of Common Stock directly
owned by the managed accounts;
(iv) Tontine Overseas Associates, L.L.C., a Delaware limited liability
company ("TOA"), which serves as the investment manager to Tontine
Overseas Fund, Ltd., a company organized under the laws of the
Cayman Islands ("TOF"), and to certain managed accounts, with
respect to the shares of Common Stock directly owned by TOF and
the managed accounts;
(v) Mr. Jeffrey L. Gendell with respect to the shares of Common Stock
directly owned by TP, TOF, the managed accounts and Mr. Gendell,
individually.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein
with respect to persons other than the Reporting Persons are made
on information and belief after making inquiry to the appropriate
party.
(b) The address of the principal business and principal office of TP,
TM, TA and TOA is 55 Railroad Avenue, 3rd Floor, Greenwich,
Connecticut 06830. The business address of Mr. Gendell is 55
Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830.
(c) The principal business of TP is serving as a private investment
limited partnership. The principal business of TM is serving as
general partner to TP. The principal business of TA and TOA is that
of an investment adviser engaging in the purchase and sale of
securities on behalf of clients.
Mr. Gendell serves as the managing member of TM, TA and TOA.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons has, 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.
CUSIP No. 199908104 13D Page 8 of 15 Pages
(f) TP is a limited partnership organized under the laws of the State
of Delaware. Each of TM, TA and TOA is a limited liability company organized
under the laws of the State of Delaware. Mr. Gendell is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TP, TOF, the managed accounts and Mr. Gendell is
approximately $7,426,294. TM, TA and TOA do not directly own any shares of
Common Stock.
The shares of Common Stock purchased by TP, TOF and the managed accounts
were purchased with working capital and on margin. The shares of Common Stock
purchased by Mr. Gendell were purchased with personal funds and on margin. TP,
TOF, the managed accounts and Mr. Gendell conduct their margin transactions with
ABN AMRO Securities LLC, on such firm's usual terms and conditions. All or part
of the shares of Common Stock directly owned by TP, TOF, the managed accounts
and Mr. Gendell may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such bank(s) or
brokerage firm(s) to TP, TOF, the managed accounts and Mr. Gendell as the case
may be. Such loans bear interest at a rate based upon the broker's call rate
from time to time in effect. Such indebtedness may be refinanced with other
banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although the
acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, the Reporting Persons may pursue discussions with
management in an effort to maximize long-term value for shareholders. Each of
the Reporting Persons may make further purchases of shares of Common Stock from
time to time and may dispose of any or all of the shares of Common Stock held by
him or it at any time. None of the Reporting Persons has any plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of
the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
CUSIP No. 199908104 13D Page 9 of 15 Pages
Item 5. Interest in Securities of the Issuer.
A. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 982,760
Percentage: 2.6% The percentages used herein and in
the rest of Item 5 are calculated based upon the 37,919,758 shares of Common
Stock issued and outstanding as of August 1, 2003, as reflected in the Company's
Form 10Q for the quarter ended June 30, 2003.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 982,760
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 982,760
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TP in the Common Stock
within the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TP, has the power to direct the
affairs of TP, including decisions respecting the receipt of dividends from, and
the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the
managing member of TM and in that capacity directs its operations.
(e) Not applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 982,760
Percentage: 2.6%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 982,760
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 982,760
(c) TM did not enter into any transactions in the Common Stock of
the Company within the last sixty days. The trading dates, number of shares of
Common Stock purchased or sold and the price per share for all transactions in
the Common Stock within the last sixty days on behalf of TP, which were all in
the open market, are set forth in Schedule A and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
C. Tontine Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 20,000
Percentage: 0.1%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 20,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 20,000
(c) TA did not enter into any transactions in the Common Stock of
the Company within the last sixty days.
(d) Each of the clients of TA has the power to direct the receipt
of dividends from or the proceeds of the sale of such shares.
(e) Not applicable.
CUSIP No. 199908104 13D Page 10 of 15 Pages
D. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned:
1,276,540 Percentage: 3.4%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,276,540
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,276,540
(c) TOA did not enter into any transactions in the Common Stock of
the Company within the last sixty days. The trading dates, number of shares of
Common Stock purchased or sold and the price per share for all transactions in
the Common Stock within the last sixty days on behalf of TOF, which were all in
the open market, are set forth in Schedule B and are incorporated by reference.
(d) Each of the clients of TOA has the power to direct the receipt
of dividends from or the proceeds of the sale of such shares.
(e) Not applicable.
E. Jeffrey L. Gendell
(a) Aggregate number of shares beneficially owned: 2,339,300
Percentage: 6.2%
(b) 1. Sole power to vote or direct vote: 60,000
2. Shared power to vote or direct vote: 2,279,300
3. Sole power to dispose or direct the disposition: 60,000
4. Shared power to dispose or direct the disposition:
2,279,300
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TP and
TOF, which were all in the open market, are set forth in Schedules A and B,
respectively, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 199908104 13D Page 11 of 15 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
CUSIP No. 199908104 13D Page 12 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: August 29, 2003
/s/ JEFFREY L. GENDELL
----------------------
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P. and
as managing member of
Tontine Associates, L.L.C. and
Tontine Overseas Associates, L.L.C.
CUSIP No. 199908104 13D Page 13 of 15 Pages
Schedule A
Tontine Partners, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
08/19/03 183,000 $3.34
08/20/03 92,580 $3.42
08/25/03 12,540 $3.53
CUSIP No. 199908104 13D Page 14 of 15 Pages
Schedule B
Tontine Overseas Associates, L.L.C. - TOF
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
08/19/03 122,000 $3.34
08/20/03 61,720 $3.42
08/25/03 8,360 $3.53
CUSIP No. 199908104 13D Page 15 of 15 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: August 29, 2003
/s/ JEFFREY L. GENDELL
----------------------
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Partners, L.P. and
as managing member of
Tontine Associates, L.L.C. and
Tontine Overseas Associates, L.L.C.