-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GO77bvuJwrbEDiyjcju/t8jFwbNqoFRpG29EPvha9ccz7kb/weXs1FWGqYoVVO/H kG+dqFuMomazY6wLjokQBA== 0000911420-06-000119.txt : 20060215 0000911420-06-000119.hdr.sgml : 20060215 20060214175432 ACCESSION NUMBER: 0000911420-06-000119 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CHANNEL PARTNERSHIP II, LP GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: G III APPAREL GROUP LTD /DE/ CENTRAL INDEX KEY: 0000821002 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 411590959 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40739 FILM NUMBER: 06618210 BUSINESS ADDRESS: STREET 1: 512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126298830 MAIL ADDRESS: STREET 1: 512 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ANTE CORP DATE OF NAME CHANGE: 19891120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13G/A 1 d1156875.htm AMENDMENT NO. 5

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G/A

(Amendment No. 5)

G III Apparel Group, Ltd.

(Name of Issuer)

Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

362-37H-101

(CUSIP Number of Class of Securities)

December 31, 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:


o	RULE 13d-1(b)
x	RULE 13d-1(c)
o	RULE 13d-1(d)

(Page 1 of 11 Pages)

CUSIP NO. 362-37H-101				Page 2 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Partners Small Cap Value, L.P. 13-3688497

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Delaware

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			143,660 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			143,660 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
143,660 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
1.8% of Common Stock

12)	Type of Reporting Person (See Instructions) PN

(Page 2 of 11 Pages)

CUSIP NO. 362-37H-101				Page 3 of 11

1)	Name and I.R.S. Identification No. of Reporting Person (entities only)
	Wynnefield Partners Small Cap Value, L.P. I 13-3953291

2)	Check the Appropriate Box If a Member of a Group (See Instructions)
	(a)
	(b) x Reporting Person is affiliated with other persons

3)	SEC USE ONLY

4)	Citizenship or Place of Organization: Delaware

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			185,697 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power:
			185,697 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
185,697 Shares

10)	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
2.3% of Common Stock

12)	Type of Reporting Person: PN

(Page 3 of 11 Pages)

CUSIP NO. 362-37H-101				Page 4 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Cayman Islands

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			164,900 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			164,900 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
164,900 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
2.0% of Common Stock

12)	Type of Reporting Person (See Instructions) CO

(Page 4 of 11 Pages)

CUSIP NO. 362-37H-101				Page 5 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Channel Partnership II, L.P. 22-3215653

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: New York

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			9,100 Shares
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			9,100 Shares
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
9,100 Shares

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
0.1% of Common Stock

12)	Type of Reporting Person (See Instructions) PN

(Page 5 of 11 Pages)

CUSIP NO. 362-37H-101				Page 6 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Capital Management, LLC 13-4018186

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: New York

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			329,357 Shares⁽¹⁾
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			329,357 Shares⁽¹⁾
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
329,357 Shares⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
4.0% of Common Stock⁽¹⁾

12)	Type of Reporting Person OO (Limited Liability Company)

⁽¹⁾Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

(Page 6 of 11 Pages)

CUSIP NO. 362-37H-101				Page 7 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Wynnefield Capital, Inc. (No IRS Identification No.)

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: Cayman Islands

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			164,900 Shares⁽¹⁾
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			164,900 Shares⁽¹⁾
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
164,900 Shares⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
2.0% of Common Stock⁽¹⁾

12)	Type of Reporting Person (See Instructions) CO

⁽¹⁾	Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

(Page 7 of 11 Pages)

CUSIP NO. 362-37H-101				Page 8 of 11

1)	Name And I.R.S. Identification No. Of Reporting Person
	Nelson Obus

2)	Check The Appropriate Box If A Member Of A Group (See Instructions)
	(a)
	(b) x Reporting person is affiliated with other persons

3)	SEC Use Only

4)	Citizenship Or Place Of Organization: United States of America

NUMBER OF SHARES		5)	Sole Voting Power:
BENEFICIALLY OWNED			9,100 Shares⁽¹⁾
BY EACH REPORTING		6)	Shared Voting Power
PERSON WITH		7)	Sole Dispositive Power
			9,100 Shares⁽¹⁾
		8)	Shared Dispositive Power

9)	Aggregate Amount Beneficially Owned By Each Reporting Person :
9,100 Shares⁽¹⁾

10)	Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares o
(See Instructions)

11)	Percent of Class Represented by Amount in Row (9):
0.1% of Common Stock⁽¹⁾

12)	Type of Reporting Person: IN

⁽¹⁾	Nelson Obus, as general partner of Channel Partnership II, L.P., holds an indirect beneficial interest in these shares which are directly beneficially owned by Channel Partnership II, L.P.

(Page 8 of 11 Pages)

ITEM 1(a).	Name of Issuer:
	G-III Apparel Group, Ltd.

ITEM 1(b).	Address of Issuer's Principal Executive Offices:
	512 Seventh Avenue, New York, New York 10018

ITEM 2(a).	Names of Persons Filing:
	Wynnefield Partners Small Cap Value, L.P. ("Partners")

	Wynnefield Partners Small Cap Value, L.P. I ("Partners I")

	Wynnefield Small Cap Value Offshore Fund, Ltd. ("Fund")

	Channel Partnership II, L.P. ("Channel")

	Wynnefield Capital Management, LLC ("WCM")

	Wynnefield Capital, Inc. ("WCI")

	Nelson Obus (“Obus”)

ITEM 2(b).	Address of Principal Business Office Or, If None, Residence:
	450 Seventh Avenue, Suite 509, New York, New York 10123

ITEM 2(c).	Citizenship:
	Partners and Partners I are Delaware Limited Partnerships

	Fund and WCI are Cayman Islands Companies

	WCM is a New York Limited Liability Company

	Channel is a New York Limited Partnership

	Obus is a citizen of the United States of America
ITEM 2(d).	Title of Class of Securities:
	Common Stock, $.01 Par Value Per Share

ITEM 2(e).	CUSIP Number: 362-37H-101

(Page 9 of 11 Pages)

ITEM 3.	If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:
	None of the reporting persons is an entity specified in Rule 13d-1(b)(1)(ii).
ITEM 4.	Ownership:
(a) Amount beneficially owned by all reporting persons: 503,357 Shares
(b) Percent of class: 6.2% of Common Stock
(c) Number of shares as to which the reporting persons have:
	(i) sole power to vote or to direct the vote:
	503,357 Shares
	(ii) shared power to vote or to direct the vote
	(iii) sole power to dispose or to direct the disposition:
	503,357 Shares
	(iv) shared power to dispose or to direct the disposition

ITEM 5.	Ownership of five percent or less of a class. Not applicable.
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.
	None of the reporting persons who have filed this schedule is a person, as defined in Rule 13d-1(b)(1)(ii), promulgated pursuant to the Securities Exchange Act of 1934. The persons filing this schedule are identified in Item 2 hereof.
ITEM 9.	Notice of dissolution of group. Not applicable.

(Page 10 of 11 Pages)

ITEM 10. Certifications.

By signing below I certify that, to the best of my 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 or as a participant in any transaction having that purpose or effect.

Dated:	February 13, 2006
		WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
		By: Wynnefield Capital Management, LLC,
				General Partner

				By: /s/Nelson Obus
						Nelson Obus, Managing Member
		WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
		By:		Wynnefield Capital Management, LLC,
				General Partner

				By: /s/ Nelson Obus
					Nelson Obus, Managing Member
		WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD
		By:		Wynnefield Capital, Inc.

				By: /s/ Nelson Obus
					Nelson Obus, President

		CHANNEL PARTNERSHIP II, L.P.

		By:	/s/ Nelson Obus
			Nelson Obus, General Partner
		/s/ Nelson Obus
		Nelson Obus, Individually

		WYNNEFIELD CAPITAL MANAGEMENT, LLC
		By:	/s/ Nelson Obus
			Nelson Obus, Managing Member

		WYNNEFIELD CAPITAL, INC
		By:	/s/ Nelson Obus
			Nelson Obus, President

(Page 11 of 11 Pages)

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