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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. )*
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CULP INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
230215105
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(CUSIP Number)
FOUNTAINHEAD PARTNERS L.P.
2201 E LAMAR SUITE 260
ARLINGTON, TX 76006
817-649-2100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 6, 2005
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP No. 230215105 13D Page 2 of 6 Pages
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Fountainhead Partners LP
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO (Funds from Investment Advisory Clients).
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5. Check 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
Texas
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7. Sole Voting Power
Number of
0
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
1,097,100
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
0
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
1,097,100
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,097,100
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
9.50%
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14. Type of Reporting Person (See Instructions)
IA
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--------------------------------------------------------------------------------
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CUSIP No. 230215105 13D Page 3 of 6 Pages
ITEM 1 SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.05 per
share ("Common Stock"), of Culp Inc., a North Carolina corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 101
S. Main Street, High Point, NC 27261.
ITEM 2 IDENTITY AND BACKGROUND
(a) The name of the person filing this Schedule 13D (the "Schedule") is
Fountainhead Partners L.P (the "Investment Manager" or "Reporting Person").
The Reporting Person serves as the investment manager of Durango
Investments LP ("Durango"), a private investment fund which owns 668,400 shares
of Common Stock, and Phoenix-Durango Investments LP ("Phoenix" and together with
Durango, the "Funds"), a private investment fund which owns 428,700 shares of
Common Stock.
The Reporting Person, in its capacity as investment manager of the
Funds, has sole power to vote and dispose of the shares of Common Stock owned by
the Funds. The General Partner of the Reporting Person is Rand Financial Inc.
("Rand"), a company incorporated in Texas. The sole shareholder of Rand is Scott
Rand. Mr. Rand is also a limited partner of the Reporting Person. As the sole
shareholder of the General Partner of the Reporting Person, Mr. Rand may be
deemed to control the Reporting Person.
(b) The business address of the Reporting Person, Rand, the Funds and
Mr. Rand, the sole shareholder of the General Partner of the Reporting Person,
is 2201 E Lamar Suite 260, Arlington, TX 76006. Mr. Rand, a United States
citizen and resident of Texas, is the Chief Investment Officer of the Reporting
Person.
(c) The Investment Manager is the investment manager of each Fund. The
principal business of the Investment Manager is to advise clients as to
investments in securities. The principal business of each Fund is to invest in
securities.
(d) During the past five years neither the Reporting Person, Rand, the
Funds, nor Mr. Rand, to the best of the knowledge of the Reporting Person, have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years neither the Reporting Person, Rand, the
Funds nor Mr. Rand, to the best of the knowledge of the Reporting Person, have
been a party to a civil proceeding as a result of which it is subject to a
judgment, decree or final order enjoining it from or mandating activities
subject to federal or state securities laws, or finding it in violation of such
laws.
(f) The Investment Manager was organized under the laws of Texas, USA.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of $6,800,000 in respect of the
acquisition of shares of Common Stock on behalf of the Funds was paid using the
investment capital of the Funds at the direction of the Reporting Person. The
Reporting Person acquired such shares in open market transactions.
ITEM 4 PURPOSE OF TRANSACTION
CUSIP No. 230215105 13D Page 4 of 6 Pages
The Reporting Person has purchased the shares reported by it for
investment for one or more accounts over which it has shared investment power,
voting power, or both, with respect to such shares.
The shares were acquired for, and are being held for, investment
purposes. The Reporting Person intends continuously to review its investment in
the Issuer and may in the future change its present course of action. Depending
upon a variety of factors, including, without limitation, current and
anticipated future trading prices of the shares or other equity securities of
the Issuer, the financial condition, results of operations and prospects of the
Issuer and general economic, financial market and industry conditions, the
Reporting Person may sell all or part of the shares held by it, or may purchase
additional shares or other equity securities of the Issuer, in privately
negotiated transactions, as part of a cash tender offer or exchange offer, or
otherwise. Any such purchases or sales may be made at any time without prior
notice. Depending upon the foregoing factors and to the extent deemed advisable
in light of the Reporting Person's general investment guidelines, or other
factors, the Reporting Person may formulate other purposes, plans or proposals
with respect to the Issuer, the shares or other equity securities of the Issuer,
which may or may not include, without limitation, causing a merger or similar
transaction between the Reporting Person or an affiliate of the Reporting Person
and the Issuer, or seeking representation on the Issuer's Board of Directors.
The foregoing is subject to change at any time, and there can be no
assurance that the Reporting Person will take any of the actions set forth
above. Except as otherwise described in this Item 4, the Reporting Person
currently has no plans or proposals which relate to, or would result, in any of
the events or transactions described in Item 4(a) through (j) of Schedule 13D,
although the Reporting Person reserves the right to formulate such plans or
proposals in the future.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The Reporting Person may be deemed to be the beneficial owner
of an aggregate of 1,097,100 shares of Common Stock, which represent 9.50%
of the Issuer's outstanding shares of Common Stock. For purposes of Rule 13d-3
under the Securities Exchange Act of 1934, the Reporting Person may be deemed to
beneficially own the Common Stock described above because the Reporting Person
serves as the investment manager of Durango, a private investment fund which
owns 668,400 shares of Common Stock, representing 5.79% of the Issuer's
outstanding shares of Common Stock and Phoenix, a private investment fund which
owns 428,700 shares of Common Stock, representing 3.71% of the Issuer's
outstanding shares of Common Stock. As investment manager of the Funds, the
Reporting Person has voting and investment control with respect to the shares of
Common Stock held by the Funds. The percentage calculations provided in this
Item 5 are based on the number of shares the Issuer reported as outstanding on
its Quarterly Report on Form 10-Q for the period ended July 31, 2005 as filed
with the Commission on September 9, 2005. Other than as described in this Item
5, to the knowledge of the Reporting Person, no shares of Common Stock are
beneficially owned by any of the persons named in Item 2.
CUSIP No. 230215105 13D Page 5 of 6 Pages
(c) Except as set forth below, there have been no transactions in the
Common Stock by the Reporting Person or, to the knowledge of the
Reporting Person, by any of the other persons named in Item 2 during
the past sixty days.
During the past sixty days, the Reporting Person effected the following
purchases of shares of Common Stock in open market transactions:
Date Price Reporting Person
Durango Phoenix
--------------------- ------------------ ------------------- ------------------
9/14/05 $4.63 29,000 15,500
9/15/05 $4.57 18,850 22,350
9/16/05 $4.61 16,500 0
9/19/05 $4.56 275 0
9/20/05 $4.61 20,130 0
9/21/05 $4.57 56,870 0
9/22/05 $4.57 49,700 0
9/27/05 $4.51 275 225
9/30/05 $4.61 1,000 600
10/03/05 $4.61 3,200 1,400
10/04/05 $4.58 5,700 2,400
10/05/05 $4.52 9,400 11,300
10/06/05 $4.52 7,500 7,500
(d) - (e): Not applicable.
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 Person
are held pursuant to certain advisory agreements entered into by the
Reporting Person.
CUSIP No. 230215105 13D Page 6 of 6 Pages
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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.
October 13, 2005
--------------------
Dated
/S/ Scott Rand
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Signature
Scott Rand
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Name/Title
As authorized signatory for each of
Fountainhead Partners L.P., Rand Financial
Inc, Durango Investments L.P., and
Phoenix-Durango Investments L.P.
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE ss.240.13d-7 for
other parties for whom copies are to be sent.
(1) 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 the purpose of Section 18 of the Securities Exchange Act of
1934 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).
END OF FILING