-----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, WAhgUhosHYZisqbkKJd8HN+bXNyTog9Nn7n8jjS7IeRvQI1KfuqJv46/VvnjfTE0 NKSoedfbvnOf3/5bCae7FQ== 0000889812-98-000406.txt : 19980217 0000889812-98-000406.hdr.sgml : 19980217 ACCESSION NUMBER: 0000889812-98-000406 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JPS TEXTILE GROUP INC /DE/ CENTRAL INDEX KEY: 0000846615 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 570868166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41104 FILM NUMBER: 98535401 BUSINESS ADDRESS: STREET 1: 555 N PLEASANTBURG DR STE 202 CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 8642393900 MAIL ADDRESS: STREET 1: 555 N PLEASANTBURG DR STREET 2: SUITE 202 CITY: GREENVILLE STATE: SC ZIP: 29607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAYSTAR LLC CENTRAL INDEX KEY: 0001054055 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133859222 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 411 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149671100 MAIL ADDRESS: STREET 1: 411 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JPS TEXTILE GROUP, INC. ----------------------- (Name of Issuer) Common Stock, par value $0.01 ----------------------------- (Title of Class of Securities) 46624B30 -------------- (CUSIP Number) Michael C. Murr, Managing Director DAYSTAR L.L.C. 411 Theodore Fremd Avenue Rye, New York 10580 (914) 967-1155 ----------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 1998 ------------------------------------ (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(b)(3) or (4), check the following box [ ]. Page 1 of 6 Pages CUSIP NO. 46624B30 ------------------------------------- - -------------------------------------------------------------------------------- 1) Names of Reporting Persons DAYSTAR L.L.C. I.R.S. Identification Nos. of Above Persons (Entities Only) 13-3859222 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) |_| if a Member of a Group (b) |X| (See Instructions) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds WC, PF - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pur- suant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6) Citizenship or Place of New York Organization - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 1,679,360 shares Shares Bene- ----------------------------------------------------- ficially (8) Shared Voting Owned by Power 0 shares Each Report- ----------------------------------------------------- ing Person (9) Sole Dispositive With Power 1,679,360 shares ----------------------------------------------------- (10) Shared Dispositive Power 0 shares - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,679,360 shares - ------------------------------------------------------------------------------ 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 16.8% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IA - -------------------------------------------------------------------------------- Page 2 of 6 Pages INTRODUCTORY STATEMENT Item 1. Security and Issuer. This statement on Schedule 13D (the "Statement") relates to the shares of Common Stock, par value $0.01 per share ("Common Stock"), of JPS Textile Group, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 555 N. Pleasantburg Dr., Suite 202, Greenville, South Carolina 29607. Item 2. Identity and Background. (a) This Statement is being filed by Daystar L.L.C., a New York limited liability company ("Daystar"). Daystar serves as General Partner of Daystar Special Situations Fund, L.P. (the "Fund), a Delaware limited partnership, which owns 730,517 shares of Common Stock, and as such Daystar has full discretionary authority to vote and dispose of such shares. Daystar also acts, with full discretionary authority, as investment advisor to clients who own in the aggregate 948,843 shares of Common Stock. The managing directors of Daystar who are jointly responsible for managing the Fund and such client advisory accounts are Bruce W. Gregory, Warren J. Malone, Michael C. Murr and John C. Sites, Jr. (each a "Member" and together, the "Managing Directors"). (b) The business address of Daystar, the Fund and each of the Managing Directors is 411 Theodore Fremd Avenue, Rye, New York 10580. (c) Daystar acts as General Partner of the Fund and also manages a limited number of investment accounts for other entities as an investment advisor. The principal occupation of each of the Members is as a Managing Director of Daystar. (d) During the last five years, neither Daystar, the Fund nor any of the Managing Directors has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, neither Daystar, the Fund, nor any of the Managing Directors was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, made it or him 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 thereto. (f) Daystar is a New York limited liability company and the Fund is a Delaware limited partnership. Each of the Managing Directors is a citizen of the United States of America. Page 3 of 6 Pages Item 3. Source and Amount of Funds or Other Consideration. (a) The 730,517 shares of Common Stock owned by the Fund were issued to the Fund by the Company in connection with its Chapter 11 bankruptcy proceeding in exchange for debt securities of the Company held by the Fund. The source of the funds used to purchase such debt securities was the Fund's working capital, which was contributed to the Fund by its partners. (b) The aggregate of 948,843 shares of Common Stock owned by Daystar's investment advisory clients were issued to such clients by the Company in connection with its Chapter 11 bankruptcy proceedings in exchange for debt securities of the Company held in such clients' investment advisory accounts with Daystar. The source of the funds used to purchase such debt securities was the personal funds of each such client. Item 4. Purpose of Transaction. Daystar acquired the shares of Common Stock described in Item 3 (collectively, the "Shares") for the Fund and its clients solely for investment purposes. None of Daystar or the Managing Directors currently has any plan or proposal which relates to or would result in any of the matters listed in Item 4 of Schedule 13D, except that Daystar may, from time to time or at any time, dispose of Shares or acquire additional shares of Common Stock for the Fund or Daystar client accounts depending on price and market conditions and other factors. Item 5. Interest in Securities of the Issuer. (a) As of the date of this Statement, Daystar owns beneficially (for purposes of Rule 13d-3 under the Securities Exchange Act of 1934) an aggregate of 1,679,360 (16.8% of the outstanding) shares of Common Stock, including 730,517 (7.3% of the outstanding) shares held by the Fund and an aggregate of 948,843 (9.5% of the outstanding) shares held by Daystar's client accounts. (b) Daystar, as General Partner of the Fund and investment advisor to its advisory clients, has sole voting power and dispositive power over all 1,679,360 Shares. Such power is exercised jointly by the Managing Directors. (c) During the past 60 days, Daystar has not purchased any shares of Common Stock for its account or the accounts of the Fund or its advisory clients, nor have any of the Managing Directors done so. (d) Not applicable. (e) Not applicable. Page 4 of 6 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Fund's Agreement of Limited Partnership and Daystar's investment management agreements with its clients, Daystar may participate in any profits realized by the Fund and such clients from their investments in the Shares. Daystar is a party to a Registration Rights Agreement among the Company and certain holders of Common Stock, dated as of October 9, 1997, with respect to the registration of the shares of Common Stock held by them. Daystar understands that, pursuant to such agreement, the Company has filed a registration statement covering the resale of such shares of Common Stock on a delayed and continuous basis from time to time in the open market or otherwise. Item 7. Material to Be Filed as Exhibits. None. Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 12, 1998 DAYSTAR L.L.C. By: /s/ Michael C. Murr ------------------------------ Michael C. Murr Managing Director Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----