-----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, RMhIXAeuHhK/BRdNsAiCAKaVFVSW3xRnwUWaTJWRg8XmKcrra+GbyWBC+B1jE1op Fv1okvEUl155H+n6V96UWQ== 0001104659-08-015158.txt : 20080304 0001104659-08-015158.hdr.sgml : 20080304 20080304172333 ACCESSION NUMBER: 0001104659-08-015158 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080304 DATE AS OF CHANGE: 20080304 GROUP MEMBERS: BLACKPORT CAPITAL FUND LTD. GROUP MEMBERS: BLACKSTONE DD ADVISORS L.L.C. GROUP MEMBERS: PETER G. PETERSON GROUP MEMBERS: STEPHEN A. SCHWARZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL WIRE GROUP INC CENTRAL INDEX KEY: 0000947429 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 431705942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80120 FILM NUMBER: 08664946 BUSINESS ADDRESS: STREET 1: 12 MASONIC AVENUE CITY: CAMDEN STATE: NY ZIP: 13316 BUSINESS PHONE: 314 416-8216 MAIL ADDRESS: STREET 1: 12 MASONIC AVENUE CITY: CAMDEN STATE: NY ZIP: 13316 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blackstone Distressed Securities Advisors LP CENTRAL INDEX KEY: 0001364319 IRS NUMBER: 202098785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5344 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 SC 13G 1 a08-7243_1sc13g.htm SC 13G

 

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  )*

 

International Wire Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

460933104

(CUSIP Number)

December 31, 2007

(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)

o

Rule 13d-1(c)

x

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 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 ("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).

 



 

 

CUSIP No. 460933104

 

 

1.

Names of Reporting Persons
Blackport Capital Fund Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
498,999

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
498,999

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
498,999

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

2



 

CUSIP No. 460933104

 

 

1.

Names of Reporting Persons
Blackstone Distressed Securities Advisors LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
498,999

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
498,999

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
498,999

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

3



 

CUSIP No. 460933104

 

 

1.

Names of Reporting Persons
Blackstone DD Advisors L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
498,999

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
498,999

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
498,999

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

 

4



 

CUSIP No. 460933104

 

 

1.

Names of Reporting Persons
Peter G. Peterson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
498,999

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
498,999

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
498,999

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

5



 

CUSIP No. 460933104

 

 

1.

Names of Reporting Persons
Stephen A. Schwarzman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

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
498,999

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
498,999

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
498,999

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

6



 

 

Explanatory Note:

 

In the third quarter of 2007, the number of outstanding Shares (as defined below) decreased as a result of a repurchase by the Issuer (as defined below).  Prior to this repurchase, the Reporting Persons (as defined below) beneficially owned less than 5.0% of the outstanding Shares of the Issuer.

Item 1.

 

(a)

Name of Issuer
International Wire Group, Inc. (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices
The Issuer’s principal executive offices are located at 12 Masonic Avenue, Camden, NY 13316.

 

Item 2.

 

(a)

Name of Person Filing

This Schedule 13G is filed by:

(i)            Blackport Capital Fund Ltd.;

(ii)           Blackstone Distressed Securities Advisors LP;

(iii)          Blackstone DD Advisors L.L.C.;

(iv)          Peter G. Peterson; and

(v)           Stephen A. Schwarzman (collectively, the “Reporting Persons”).

This statement relates to the Shares (as defined below) held by Blackport Capital Fund Ltd., a Cayman Islands limited company (the “Fund”).  Blackstone Distressed Securities Advisors LP serves as the investment advisor to the Fund.  Blackstone DD Advisors L.L.C. is the general partner of Blackstone Distressed Securities Advisors LP.  Mr. Peterson and Mr. Schwarzman are founding members of Blackstone DD Advisors L.L.C.

 

(b)

Address of Principal Business Office or, if none, Residence

The principal office and business address of each of the Reporting Persons is:

345 Park Avenue
New York, NY  10154

 

(c)

Citizenship

Blackport Capital Fund Ltd. is organized under the laws of the Cayman Islands.  Each of Blackstone Distressed Securities Advisors LP and Blackstone DD Advisors L.L.C. is organized under the laws of the State of Delaware.  Each of Mr. Peterson and Mr. Schwarzman is a citizen of the United States.

 

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share (the “Shares”)

 

(e)

CUSIP Number

460933104

 

 

7



 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

 

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:

As of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of the aggregate 498,999 Shares held by the Fund.

 

(b)

Percent of class:

Based on the Issuer having 9,951,002 Shares outstanding (the number of Shares outstanding as of October 31, 2007 reported by the Issuer in its most recent Quarterly Report on Form 10-Q), as of December 31, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 5.0% of the total number of Shares outstanding.

 

(c)

Number of shares as to which the person has:

Blackport Capital Fund Ltd.

 

 

(i)

Sole power to vote or to direct the vote   

498,999

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

498,999

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

 

Blackstone Distressed Securities Advisors LP

 

 

(i)

Sole power to vote or to direct the vote   

498,999

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

498,999

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

 

Blackstone DD Advisors L.L.C.

 

 

(i)

Sole power to vote or to direct the vote   

498,999

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

498,999

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

 

8



 

 

 

 

Mr. Peter G. Peterson

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

498,999

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

498,999

 

 

 

Mr. Stephen A. Schwarzman

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

498,999

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

498,999

 

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   o.

 

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 or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

Not Applicable

 

 

9



 

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.

 

Dated:  March 4, 2008

 

 

BLACKPORT CAPITAL FUND LTD.

 

 

 

By:

/s/ Garrett Goldberg

 

 

Name: 

Garrett Goldberg

 

 

Title:

Vice President, Finance

 

 

 

 

 

BLACKSTONE DISTRESSED SECURITIES

 

ADVISORS LP

 

 

 

By:

/s/ Garrett Goldberg

 

 

Name:

Garrett Goldberg

 

 

Title:

Vice President, Finance

 

 

 

 

 

BLACKSTONE DD ADVISORS L.L.C.

 

 

 

By:

/s/ Stephen A. Schwarzman

 

 

Name:

Stephen A. Schwarzman

 

 

Title:

Founding Member

 

 

 

 

 

/s/ Stephen A. Schwarzman

 

 

Name:  Stephen A. Schwarzman

 

 

 

 

 

/s/ Peter G. Peterson

 

 

Name:  Peter G. Peterson

 

 

 

 

10



 

 

EXHIBIT LIST

 

 

 

 

 

Page No.

A.

 

Joint Filing Agreement, dated as of March 4, 2008, among Blackport Capital Fund Ltd., Blackstone Distressed Securities Advisors LP, Blackstone DD Advisors L.L.C., Mr. Stephen A. Schwarzman and Mr. Peter G. Peterson.

 


11

 

 

 

 

 

 

11



 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each them the Statement on Schedule 13G (including any amendments thereto) with respect to the Common Stock of International Wire Group, Inc. The undersigned further consent and agree to the inclusion of this Joint Filing Agreement (the “Agreement”) as an Exhibit to such Schedule 13G. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 4th day of March, 2008.

 

 

BLACKPORT CAPITAL FUND LTD.

 

 

 

By:

/s/ Garrett Goldberg

 

 

Name:

Garrett Goldberg

 

 

Title:

Vice President, Finance

 

 

 

 

 

BLACKSTONE DISTRESSED SECURITIES

 

ADVISORS LP

 

 

 

By:

/s/ Garrett Goldberg

 

 

Name:

Garrett Goldberg

 

 

Title:

Vice President, Finance

 

 

 

 

 

BLACKSTONE DD ADVISORS L.L.C.

 

 

 

By:

/s/ Stephen A. Schwarzman

 

 

Name:

Stephen A. Schwarzman

 

 

Title:

Founding Member

 

 

 

 

 

/s/ Stephen A. Schwarzman

 

 

Name:  Stephen A. Schwarzman

 

 

 

 

 

/s/ Peter G. Peterson

 

 

Name:  Peter G. Peterson

 

 

 

 

12


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