UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. )*
Industrial Services of America, Inc.
(Name of Issuer)
Common Stock, par value $.005
(Title of Class of Securities)
456314103
(CUSIP Number)
October 6, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
(Continued on the Following Pages)
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
79,275
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
79,275
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
79,275
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
106,479
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
106,479
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
106,479
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
185,754
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
185,754
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
185,754
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
185,754
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
185,754
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
185,754
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
79,275
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
79,275
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
79,275
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
185,754
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
185,754
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
185,754
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Industrial Services of America, Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7100 Grade Lane
P.O. Box 32428
Louisville, Kentucky 40232
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
- Luxor Capital Partners, LP, a Delaware limited partnership ("Onshore
Fund").
- Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company
("Offshore Fund").
- Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital
Group").
- Luxor Management, LLC, a Delaware limited liability company ("Luxor
Management").
- LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings").
- Christian Leone, a United States Citizen ("Mr. Leone").
Luxor Capital Group is the investment manager of the Onshore Fund and the
Offshore Fund. Luxor Management is the general partner of Luxor Capital Group.
Mr. Leone is the managing member of Luxor Management. LCG Holdings is the
general partner of the Onshore Fund. Mr. Leone is the managing member of LCG
Holdings.
Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to have
voting and dispositive power with respect to the shares of Common Stock held by
the Onshore Fund and the Offshore Fund. LCG Holdings and Mr. Leone may be deemed
to have voting and dispositive power with respect to the shares of Common Stock
held by the Onshore Fund.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
The business address of each of the Onshore Fund, Luxor Capital Group,
Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor,
New York, New York 10153.
The business address of the Offshore Fund is c/o M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands.
ITEM 2(c). CITIZENSHIP:
Mr. Leone is a citizen of the United States.
Each of Luxor Management and LCG Holdings is a limited liability company
formed under the laws of the State of Delaware.
Each of the Onshore Fund and Luxor Capital Group is a limited partnership
formed under the laws of the State of Delaware.
The Offshore Fund is a company formed under the laws of the Cayman Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.005 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
456314103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(i) The Onshore Fund beneficially owns 79,275 shares of Common Stock.
(ii) The Offshore Fund beneficially owns 106,479 shares of Common
Stock.
(iii) Luxor Capital Group, as the investment manager of the Onshore
Fund and the Offshore Fund, may be deemed to beneficially own the
185,754 shares of Common Stock held by them.
(iv) Luxor Management and Mr. Leone may each be deemed to be the
beneficial owners of the shares of Common Stock beneficially owned by
Luxor Capital Group.
(v) LCG Holdings may be deemed to be the beneficial owner of the
shares of Common Stock held by the Onshore Fund.
(vi) Mr. Leone may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by LCG Holdings.
(vii) Collectively, the Reporting Persons beneficially own 185,754
shares of Common Stock.
(b) Percent of Class:
(i) The Onshore Fund's beneficial ownership of 79,275 shares of Common
Stock represents 2.2% of all of the outstanding shares of Common
Stock.
(ii) The Offshore Fund's beneficial ownership of 106,479 shares of
Common Stock represents 3.0% of all of the outstanding shares of
Common Stock.
(iii) LCG Holdings' beneficial ownership of the 79,275 shares of
Common Stock beneficially owned by the Onshore Fund represents 2.2 %
of all of the outstanding shares of Common Stock.
(iv) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 185,754 shares of Common Stock represents 5.2%
of all of the outstanding shares of Common Stock.
(v) Collectively, the Reporting Persons' beneficial ownership of
185,754 shares of Common Stock represents 5.2% of all of the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
The Onshore Fund, Luxor Capital Group, Luxor Management, LCG
Holdings and Mr. Leone have shared power to vote or direct
the vote of the 79,275 shares of Common Stock held by
Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of
the 106,479 shares of Common Stock held by the Offshore
Fund.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
The Onshore Fund, Luxor Capital Group, Luxor Management, LCG
Holdings and Mr. Leone have shared power to dispose or
direct the disposition of the 79,275 shares of Common Stock
beneficially held by Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the
disposition of the 106,479 shares of Common Stock held by
the Offshore Fund.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: January 20, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG HOLDINGS, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR MANAGEMENT, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
/s/ Christian Leone
-------------------
Christian Leone
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Industrial Services of America, Inc. dated as of
January 20, 2006 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: January 20, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LCG HOLDINGS, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
LUXOR MANAGEMENT, LLC
By: /s/ Elena Cimador
-----------------
Elena Cimador,
CFO
/s/ Christian Leone
-------------------
Christian Leone
EXHIBIT B
Luxor Capital Partners, LP
Luxor Capital Partners Offshore, Ltd.
Luxor Capital Group, LP
LCG Holdings, LLC
Luxor Management, LLC
Christian Leone