-----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, BLk70TAv6g6hr6hjs/KgI4rKaQvQ4kO8XU2GqR9OShXku/8L2wTj4UbFfgh+FZj+ SlLq1qEA42Zj11H/npRDoA== 0000919574-05-000884.txt : 20050214 0000919574-05-000884.hdr.sgml : 20050214 20050214171611 ACCESSION NUMBER: 0000919574-05-000884 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 281 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46353 FILM NUMBER: 05612384 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 SC 13G/A 1 d547610_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. 4) POLYMER GROUP, INC. ------------------------------------------------------------------------------ (Name of Issuer) CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE ------------------------------------------------------------------------------ (Title of Class of Securities) 731745204 ------------------------------------------------------------------------------ (CUSIP Number) December 31, 2004 ------------------------------------------------------------------------------ (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 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 1,076,397 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,076,397 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,076,397 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9%(*) 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * The securities reported in this filing are comprised of both Class A Common Stock and Series A Preferred Stock which can be immediately converted into Class A Common Stock. 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. (1) (3) Bennett Restructuring Fund II, L.P. (1) (4) Bennett Offshore Restructuring Fund, Inc. (1) (5) Barclays Global Investors Distressed Specialist Fund I (2) (6) Restructuring Capital Associates, L.P. (1) - --------- 1. This Schedule 13G is being filed by James D. Bennett, a United States citizen, Bennett Restructuring Fund, L.P., a Delaware limited partnership ("BRF"), Bennett Offshore Restructuring Fund, Inc., a Cayman Islands exempted company ("BORF"), Restructuring Capital Associates, L.P., a Delaware limited partnership ("RCA") and Barclays Global Investors Distressed Specialist Fund I ("BGID") (collectively, the "Reporting Persons"). Mr. Bennett is the President and a director of Bennett Capital Corporation ("BCC"), a Delaware corporation, which is an investment advisory and management firm. BCC is the general partner of RCA, which is also an investment advisory and management firm and a registered investment adviser. RCA is the general partner of BRF and Bennett Restructuring Fund II, L.P. ("BRF II"). Mr. Bennett also serves as a director of BORF. BRF, BRF II, and BORF each are private investment fund companies. Effective as of January 3, 2005, BRF II sold all of its assets, including all securities of the Issuer, to BRF and BORF. Bennett Management Corporation ("BMC") provides research and investment advisory services to BRF and pursuant to an agreement with this investment fund company. 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 BGID 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 BGID. BGI appointed RCA as a sub-advisor to BGID. RCA provides investment advisory and management services to BGID pursuant to an agreement between RCA and BGID. -------------------------------------------------------------------- Item 2(b). Address of Principal Business Office, or if None, Residence: (1) James D. Bennett, BRF, BRF II and RCA: 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) BGID: 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) BGID: Ireland unit trust (6) RCA: Delaware limited partnership -------------------------------------------------------------------- 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: 1,076,397 BRF: 408,909 BRF II: 214,789 BORF: 292,108 BGID: 160,591 RCA: 784,289 ---------------------------------------------------------------------- (b) Percent of class: James D. Bennett: 9.9% BRF: 3.9% BRF II: 2.1% BORF: 2.9% BGID: 1.6% RCA: 7.3% ---------------------------------------------------------------------- (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 BGID: 0 RCA: 0 -----------------------, (ii) Shared power to vote or to direct the vote James D. Bennett: 1,076,397 BRF: 408,909 BRF II: 214,789 BORF: 292,108 BGID: 160,591 RCA: 784,289 ----------------------, (iii) Sole power to dispose or to direct the disposition of James D. Bennett: 0 BRF: 0 BRF II: 0 BORF: 0 BGID: 0 RCA: 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of James D. Bennett: 1,076,397 BRF: 408,909 BRF II: 214,789 BORF: 292,108 BGID: 160,591 RCA: 784,289 ---------------------. 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 [_]. - ----------------------------------------------------------------------- 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. February 14, 2005 ---------------------------------------- (Date) /s/ James D. Bennett*** ---------------------------------------- James D. Bennett *** The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. 75252.0000 #547610 -----END PRIVACY-ENHANCED MESSAGE-----