-----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, D0fHaeOaiY8W8s3rUmnuSJ4yaErBO8sx1lj/RdnyRIKvEBhJVMPOVqL1r47IBjDR FUZ4bHPoNzTE63ofPOS9hA== 0000919574-03-000696.txt : 20030314 0000919574-03-000696.hdr.sgml : 20030314 20030314144530 ACCESSION NUMBER: 0000919574-03-000696 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYMER GROUP INC CENTRAL INDEX KEY: 0000927417 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 571003983 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46353 FILM NUMBER: 03603982 BUSINESS ADDRESS: STREET 1: 4838 JENKINS AVE CITY: NORTH CHARLESTON STATE: SC ZIP: 29405 BUSINESS PHONE: 8037445174 MAIL ADDRESS: STREET 1: 4838 JENKINS AVENUE CITY: NORTH CHARLESTON STATE: SC ZIP: 29405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 d391363_13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 RULE 13d-2(b) (Amendment No. )(1) POLYMER GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 731745204 - -------------------------------------------------------------------------------- (CUSIP Number) March 6, 2003 - -------------------------------------------------------------------------------- (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) - ---------- (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). CUSIP No. 731745204 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James D. Bennett 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 600,874 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 600,874 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,874 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [-] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.01% 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 731745204 --------------------- Item 1(a). Name of Issuer: Polymer Group, Inc. -------------------------------------------------------------------- Item 1(b). Address of Issuer's Principal Executive Offices: 4838 Jenkins Avenue North Charleston, South Carolina, 29405 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: (1) James D. Bennett (2) Bennett Restructuring Fund, L.P. ("BRF")(1) (3) Bennett Restructuring Fund II, L.P. ("BRF II")(1) (4) Bennett Offshore Restructuring Fund, Inc. ("BORF")(1) (5) Barclays Global Investors Distressed Specialist Fund I ("Barclays Distressed")(2) - --------- 1 The general partner of each of BRF and BRF II is Restructuring Capital Associates, L.P. ("RCA"), a Delaware limited partnership. The general partner of RCA is Bennett Capital Corporation ("BCC"), a Delaware corporation. Mr. Bennett is the President and a director of BCC. Mr. Bennett also is a director of BORF. BRF, BRF II, RCA, BORF and BCC each are involved in the business of investment management. Bennett Management Corporation ("BMC") provides research and investment advisory services to BRF and BRF II pursuant to an agreement with each of these funds. Bennett Offshore Investment Corporation ("BOIC") provides research and investment advisory services to BORF pursuant to an agreement with BORF. Mr. Bennett is the President and a director of each of BMC and of BOIC. 2 Barclays Distressed is a unit trust organized under the laws of Ireland. Barclays Global Investors Limited ("BGI"), a limited company organized under the laws of England and Wales, is the manager of Barclays Distressed. BGI appointed RCA as a sub-advisor to Barclays Distressed. RCA provides investment management services to Barclays Distressed pursuant to an agreement between RCA and Barclays Distressed. -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: (1) James D. Bennett, BRF and BRF II: 2 Stamford Plaza Suite 1501 281 Tresser Boulevard Stamford, Connecticut 06901 (2) BORF: P.O. Box 2003 GT Grand Pavilion Commercial Centre Bougainvillea Way 802 West Bay Road Grand Cayman, Cayman Islands (3) Barclays Distressed: Abbey Court Irish Life Centre Lower Abbey Street Dublin 1 Ireland -------------------------------------------------------------------- Item 2(c). Citizenship: (1) James D. Bennett: USA (2) BRF: Delaware limited partnership (3) BRF II: Delaware limited partnership (4) BORF: Cayman Islands exempted company (5) Barclays Distressed: Ireland unit trust -------------------------------------------------------------------- Item 2(d). Title of Class of Securities: Class A Common Stock, $0.01 par value per share -------------------------------------------------------------------- Item 2(e). CUSIP Number: 731745204 -------------------------------------------------------------------- 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 as 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). 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: James D. Bennett: 600,874 BRF: 251,354 BRF II: 145,164 BORF: 128,540 Barclays Distressed: 75,816 ---------------------------------------------------------------------- (b) Percent of class: James D. Bennett: 6.01% BRF: 2.51% BRF II: 1.45% BORF: 1.29% Barclays Distressed: 0.76% ---------------------------------------------------------------------- (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote James D. Bennett: 0 BRF: 0 BRF II: 0 BORF: 0 Barclays Distressed: 0 -----------------------, (ii) Shared power to vote or to direct the vote James D. Bennett: 600,874 BRF: 251,354 BRF II: 145,164 BORF: 128,540 Barclays Distressed: 75,816 ---------------------, (iii) Sole power to dispose or to direct the disposition of James D. Bennett: 0 BRF: 0 BRF II: 0 BORF: 0 Barclays Distressed: 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of James D. Bennett: 600,874 BRF: 251,354 BRF II: 145,164 BORF: 128,540 Barclays Distressed: 75,816 ---------------------. 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 person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- 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 with or as a participant in any transaction having such purpose or effect. 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. March 13, 2003 ---------------------------------------- (Date) /s/ James D. Bennett ---------------------------------------- James D. Bennett 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 for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). 75252.0000 #391363 -----END PRIVACY-ENHANCED MESSAGE-----