sc13d

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0000950123-09-071021.txt : 20091216 0000950123-09-071021.hdr.sgml : 20091216 20091215203601 ACCESSION NUMBER: 0000950123-09-071021 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20091216 DATE AS OF CHANGE: 20091215 GROUP MEMBERS: JOYCE WOODWORTH GROUP MEMBERS: MOHAMMED LOUBANI GROUP MEMBERS: PETER W. WOODWORTH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAMPSHIRE GROUP LTD CENTRAL INDEX KEY: 0000887150 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 060967107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52783 FILM NUMBER: 091243075 BUSINESS ADDRESS: STREET 1: 1924 PEARMAN DAIRY ROAD STREET 2: PO BOX 2667 CITY: ANDERSON STATE: SC ZIP: 29625 BUSINESS PHONE: 8642311200 MAIL ADDRESS: STREET 1: 1924 PEARMAN DAIRY ROAD STREET 2: PO BOX 2667 CITY: ANDERSON STATE: SC ZIP: 29625 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Loubani Limited Partnership CENTRAL INDEX KEY: 0001477876 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 GROSVENOR ST. STREET 2: SUITE 1411 CITY: LONDON STATE: A6 ZIP: N6A 1Y2 BUSINESS PHONE: 519-488-1708 MAIL ADDRESS: STREET 1: 1 GROSVENOR ST. STREET 2: SUITE 1411 CITY: LONDON STATE: A6 ZIP: N6A 1Y2 SC 13D 1 c55116sc13d.htm SC 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Hampshire Group, Limited

(Name of Issuer)

Common Stock, par value $.10 per share

(Title of Class of Securities)

408859106

(CUSIP Number)

Morgan, Lewis & Bockius LLP
77 West Wacker Drive
Chicago, IL 60602
Attention: Andrew L. Weil, Esq.
Neal Aizenstein, Esq.
(312) 324-1000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

December 15, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g) check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240 A 317 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on the remainder of this coyer 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).

Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		408859106

NAME OF REPORTING PERSONS

Peter W. Woodworth

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

272,052

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

272,052

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

272,052*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0% based on 5,469,165 shares outstanding as of October 31, 2009

TYPE OF REPORTING PERSON

* The Group is deemed to beneficially own an aggregate of 464,018 shares of common stock, or 8.5% the class, based on 5,469,165 shares outstanding as of October 31, 2009. See Item 5.


CUSIP No.		408859106

NAME OF REPORTING PERSONS

Joyce Woodworth

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

60,929

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

60,929

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,929*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1% based on 5,469,165 shares outstanding as of October 31, 2009

TYPE OF REPORTING PERSON

* The Group is deemed to beneficially own an aggregate of 464,018 shares of common stock, or 8.5% the class, based on 5,469,165 shares outstanding as of October 31, 2009. See Item 5.


CUSIP No.		408859106

NAME OF REPORTING PERSONS

Loubani L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

131,037

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

131,037

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

131,037*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4% based on 5,469,165 shares outstanding as of October 31, 2009

TYPE OF REPORTING PERSON

* The Group is deemed to beneficially own an aggregate of 464,018 shares of common stock, or 8.5% the class, based on 5,469,165 shares outstanding as of October 31, 2009. See Item 5.


CUSIP No.		408859106

NAME OF REPORTING PERSONS

Mohammed Loubani

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

131,037

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

131,037

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

131,037*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4% based on 5,469,165 shares outstanding as of October 31, 2009

TYPE OF REPORTING PERSON

* The Group is deemed to beneficially own an aggregate of 464,018 shares of common stock, or 8.5% the class, based on 5,469,165 shares outstanding as of October 31, 2009. See Item 5.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
SIGNATURE
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5
EX-99.6
EX-99.7

EXPLANATORY NOTE

This Schedule 13D is filed by Peter W. Woodworth and Joyce Woodworth, individuals (the “Woodworth Reporting Persons”) and Loubani L.P. and Mohammed Loubani (the “Loubani Reporting Persons”) with respect to the common stock, par value $.10 per share (the “Common Stock”), of Hampshire Group, Limited, a Delaware corporation (“Hampshire” or the “Company”). This Schedule 13D is being filed by the Woodworth Reporting Persons and the Loubani Reporting Persons (collectively, the “Reporting Persons”) to report the formation of a group among the Reporting Persons.

Item 1. Security and Issuer

(a) Title of Class of Equity Securities to which this Statement relates:

Common Stock, par value $0.10 per share

(b) Name and Address of Issuer’s Principal Executive Offices:

Hampshire Group, Limited
114 West 41^st Street
New York, New York, 10036

Item 2. Identity and Background

This Schedule 13D is being filed on behalf of each the following Reporting Persons:


	Citizenship (individuals) or Place
Name of Reporting Person	of Organization (entities)	Address
Peter W. Woodworth	United States	902 East Second Street
		Suite 100
		Winona, MN 55987

Joyce Woodworth	United States	902 East Second Street
		Suite 100
		Winona, MN 55987

Loubani L.P.	Canada	1 Grosvenor Street London, Ontario, Canada N6A1Y2

Mohammed Loubani	Canada	1 Grosvenor Street London, Ontario, Canada N6A1Y2

Woodworth Reporting Persons:

Mr. Woodworth, a citizen of the United States, was previously employed by a subsidiary of the Company. His employment ended as of December 31, 2000. Mr. Woodworth is currently the president of WKM Properties LLP, a family real estate development firm, located a 902 East Second Street, Suite 100, Winona, Minnesota 55987-4696.

Mrs. Woodworth, a citizen of the United States, is the producer and director of the “Spirit of the Heartland” television series for the HBCI Cable Television Company located at 58 Johnson Street, Winona, Minnesota 55987.

During the past five years, neither of the Woodworth Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial

or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 to such laws.

Loubani Reporting Persons:

Loubani L.P. is principally engaged in the business of acting as an investment fund. Loubani L.P. has no executive officers or directors. Loubani L.P. is an Ontario limited partnership. Mohammed Loubani is the general partner of Loubani L.P. Mohammed Loubani is a citizen of Canada.

During the past five years, neither of the Loubani Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Woodworth Reporting Persons:

The Woodworth Reporting Persons expended an aggregate of approximately $1,865,000 of their investment capital to purchase 332,981 shares of Common Stock.

Loubani Reporting Persons:

In acquiring 131,037 shares of Common Stock beneficially owned by Loubani L.P., Loubani L.P. expended approximately $393,500 (excluding commissions) of its working capital.

Item 4. Purpose of Transaction

Mr. Woodworth was employed by Hampshire Designers, Inc. between October 10, 1995 and December 31, 2000. Mr. Woodworth served as a member of the Board of Directors from June 1996 until May 2004, at which time he became a Director Emeritus.

On March 2007, the Woodworth Reporting Persons disclosed that they intended to seek a change in the Board of Directors of the Company (a “Board Change”). In April 2007, the Reporting Persons discussed that they no longer intended to seek to affect a Board Change at that time; provided that the Woodworth Reporting Persons continued to believe that a Board Change would be a positive development for the Company and that the Woodworth Reporting Persons reserved the right to seek to effect a Board Change at another time.

The Loubani Reporting Persons originally acquired the shares of Common Stock beneficially owned by them for investment purposes, and not with the purpose nor with the effect of changing or influencing the control or management of the Company and without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company.

The Reporting Persons intend to evaluate their investment in the shares of Common Stock on a continual basis. Other than as expressly set forth below, the Reporting Persons have no plans or proposals as of the date of this filing that relate to, or would result in, any of the actions enumerated in Item 4(a)-(j) of Schedule 13D. The Reporting Persons may engage in communications with one or more stockholders, officers or directors of the Company and others, including but not limited to, discussions regarding the Company’s operations and strategic direction and ideas that, if effected, would result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D. The Reporting Persons reserve their right, based on all relevant factors and subject to applicable law, to review or reconsider their position, change their purpose, take other actions, including to cause or introduce strategic or corporate transactions involving the Company, or have one or more of the results described in Item 4(a)-(j) of the Schedule 13D or formulate and implement plans or proposals with respect to any of the foregoing.

Other than as set forth in this Item 4, the Reporting Persons may, from time to time, acquire or cause to acquire additional shares of Common Stock or dispose or cause to dispose some or all of the shares of Common Stock, engage in lending, short-selling or hedging or similar transactions with some or all of their shares of Common Stock, or may continue to hold the shares, depending on business and market conditions, their continuing evaluation of the business and prospects of the Company, general investment and trading policies of the Reporting Persons, and other factors, including changing their intention with respect to any or all matters referred to in this Item 4, except as may be prohibited by the Agreement (as defined below).

A written agreement (the “Agreement”) was entered into as of December 15, 2009 by and among the Reporting Persons (collectively, the “Group”), thereby forming a group under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which consists of the Reporting Persons. A copy of the Agreement is filed with this Schedule 13D as Exhibit 99.2. Pursuant to the rules of the SEC promulgated under the Exchange Act, the Group was deemed to have acquired beneficial ownership, for purposes of Sections 13(d) and 13(g) of the Exchange Act, of all equity securities of the Company beneficially owned by each member of the Group. None of the members of the Group purchased any additional shares of Common Stock in connection with the Agreement. The members of the Group held several meetings before December 15, 2009 to discuss the transactions contemplated by the matters described in this Item 4, but no agreement was reached among the parties as a result of such meetings, and no group was formed under the Exchange Act, until December 15, 2009.

Under the Agreement, each Group member has agreed not to:

•		sell, assign, transfer or otherwise dispose of (any such transaction being herein collectively called a “Transfer”), all or any of the securities of the Company beneficially owned by such member, unless as a condition to any such Transfer the transferee agrees to be bound by the terms and provisions of the Agreement;

•		acquire beneficial ownership of any shares of Common Stock; provided that Mohammed Loubani may acquire up to an additional 450,000 shares; and

•		solicit any person or entity to vote for, or consent to, any of the actions or matters covered by the Written Consent or the Written Request (each as defined below) without the prior written approval of each other Interested Party.

In addition, pursuant to the Agreement:

•		each Group member agreed to retain, and not in any way compromise or encumber, the right to vote all securities of the Company beneficially owned by such member;

•		each Group member agreed to execute and deliver to the Board of Directors and Corporate Secretary of Hampshire the letter in the form attached to the Agreement and filed with this Schedule 13D as Exhibit 99.3 (the “Board Letter”);

•		Loubani L.P. agreed to execute and deliver to the Board of Directors of Hampshire the letter in the form attached to the Agreement and filed with this Schedule 13D as Exhibit 99.4 (the “Demand Letter”) demanding the right to inspect the Company’s stockholder list materials pursuant to Section 220 of the Delaware General Corporate Law (the “DGCL”);

•		each Group member agreed to execute and deliver to Hampshire the written consent in the form attached to the Agreement and filed with this Schedule 13D as Exhibit 99.5 (the “Written Consent”) removing and replacing certain directors of Hampshire; and

•		each Group member agreed to execute and deliver to Hampshire the written request in the form attached to the Agreement and filed with this Schedule 13D as Exhibit 99.6 (the “Written Request”) requesting the President of the Company to call a special meeting of stockholders.

The Written Consent provides for:

•		the removal of each member of the Board of Directors of Hampshire other than Peter H. Woodward and Richard A. Mandell; and

•		the election of Ronald Campo, Mohammed Loubani, Peter W. Woodworth and Gary Rada as directors of the Company to fill the resulting vacancies on the Board of Directors of Hampshire.

The Agreement will terminate upon the earlier to occur of (x) February 26, 2010, unless such date is extended by agreement of all of the parties thereto other than one of the Group members, and (y) the date that the director nominees set froth in the Written Consent are elected to the Board of Directors of Hampshire, provided that no matter shall be considered consummated under the Agreement while any claim or action of any kind, at law or equity, or any appeal of any decision thereof, is threatened in writing, initiated or pending which in any manner attempts to prevent, forestall or invalidate any such actions or matters contemplated thereby.

The foregoing description of the Agreement, the Board Letter, the Demand Letter, the Written Consent and the Written Request is qualified in its entirety by reference to the full text of such documents, a copy of which are filed with this Schedule 13D as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6, respectively.

NEITHER THE AGREEMENT (INCLUDING ALL OF THE EXHIBITS THERETO) NOR THIS SCHEDULE 13D IS A SOLICITATION AND NO STOCKHOLDER OF THE COMPANY IS REQUESTED TO JOIN THE AGREEMENT. THE REPORTING PERSONS WILL NOT ACCEPT PROXIES OR CONSENTS FROM ANY STOCKHOLDER IN CONNECTION WITH THE ACTIONS CONTEMPLATED BY THE AGREEMENT OTHER THAN PERSONS CONTACTED DIRECTLY BY MR. LOUBANI FOR THIS SPECIFIC PURPOSE. The Reporting Persons do not intend to make any public statements regarding these matters or respond to inquiries by other stockholders regarding these matters.

As set forth in the Board Letter, the Reporting Persons have requested that the Board of Directors fix a record date for purposes of obtaining the written consent of stockholders to remove directors and elect directors to fill the resulting vacancies. The Reporting Persons have also requested that, to the extent required, the Board of Directors fix a record date for purposes of stockholders requesting that the president of Hampshire call a special meeting of stockholders to elect directors. Finally, as set forth in the Demand Letter, Loubani L.P. has requested a list of stockholders of Hampshire for the purposes of soliciting any written action by stockholders.

The Reporting Persons intend to remove each of Company’s directors other than Peter H. Woodward and Richard A. Mandell and to elect the following persons: Ronald Campo, Mohammed Loubani, Peter W. Woodworth and Gary Rada. The Reporting Persons intend to seek signatures to the Written Consent to accomplish the foregoing in accordance with an exemption from Rule 14a-2(b)(2) under the Exchange Act for solicitations of fewer than 10 persons. The Reporting Persons may engage an information agent to assist the Reporting Persons in making sure that the Written Consents are executed by stockholders of record of the Company.

The Reporting Persons may also seek signatures to the Written Request for the purpose of calling a special meeting of stockholders to elect directors. The Reporting persons reserve the right to take further actions, including requesting the Delaware Court of Chancery to summarily order a meeting of stockholders in accordance with Section 211 of the Delaware General Corporate Law. The Company has not had a meeting of stockholders since May 2006.

Each Reporting Person provided only the information as to itself and did not independently verify the information contained in this Schedule 13D provided by any other Reporting Person.

Item 5. Interest in Securities of the Issuer

(a) Aggregate Number and Percentage of Class Beneficially Owned:


			Percentage of Class
	Aggregate Number		Beneficially
Name of Reporting Persons	of Shares Owned		Owned (1)			Notes
Peter W. Woodworth		272,052		5.0	%

Joyce Woodworth		60,929		1.1	%

Loubani L.P.		131,037		2.4	%

Mohammed Loubani		131,037		2.4	%	Comprised of 131,037 shares in the name of Loubani L.P.

(1) Based on 5,469,165 shares outstanding as of October 31, 2009.

(b) Number of Shares as to which such person has:

Sole power to

Shared power to

Sole power to vote or to

Shared power to

dispose or to direct

Name of Reporting Persons

direct the vote

vote or to direct the vote

the disposition of

Peter W. Woodworth

None

272,052

None

272,052

Joyce Woodworth

None

60,929

None

60,929

Loubani L.P.

None

131,037

None

131,037

Mohammed Loubani

None

131,037

None

131,037

Pursuant to Rule 13d-4 of the Exchange Act, to the extent permitted by law, each of the Reporting Persons expressly declares that that filing of this Schedule 13D (and any amendment thereto) shall not be construed as an admission that any such person is, for purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, (i) the beneficial owner of any shares of Common Stock held by any other person, or (ii) the beneficial owner of any shares of Common Stock held or beneficially owned by any member of the Group other than the Reporting Person.

The filing of this Schedule 13D (and any amendment thereto) by each of the Reporting Persons shall not, to the extent permitted by law, be considered an admission that such Reporting Person, for the purposes of Section 13(d) of the Exchange Act, is the beneficial owner of shares of Common Stock in which such Reporting Person does not have a pecuniary interest.

Woodworth Reporting Persons:

The filing of this Schedule 13D by each of the Woodworth Reporting Persons shall not be considered an admission that such Woodworth Reporting Person, for the purposes of Section 13(d) of the Exchange Act, is the beneficial owner of any shares of Common Stock in which such Woodworth Reporting Person does not have a pecuniary interest.

Loubani Reporting Persons:

Loubani L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the 131,037 shares of Common Stock owned by Loubani L.P.

Mohammed Loubani does not own any shares of Common Stock directly. By virtue of Mohammed Loubani’s position as the general partner of Loubani L.P., Mohammed Loubani may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock owned by Loubani L.P., and therefore, Mohammed Loubani may be deemed to be the beneficial owner of the such

shares. Mohammed Loubani disclaims beneficial ownership of such shares and of any of the shares of Common Stock covered by this Schedule 13D.

(c)

Description of transactions in the shares of Common Stock that were affected during the past sixty days by the persons named in response to paragraph (a):

Woodworth Reporting Persons:

The Woodworth Reporting Persons have not engaged in any transactions in the Issuer’s securities in the past sixty days.

Loubani Reporting Persons:

Information concerning transactions in the shares of Common Stock affected by the Loubani Reporting Persons during the past sixty days is set forth in Exhibit 99.7 and is incorporated by reference.

	(d)		Not applicable.

	(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 4 and Item 5.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

Item 7. Material to Be Filed as Exhibits

The following are filed as exhibits to this Schedule 13D:


Exhibit 99.1		Joint Filing Agreement dated December 15, 2009 by and among the Reporting Persons

Exhibit 99.2		Agreement dated as of December 15, 2009 by and among Mohammed Loubani, Loubani L.P., Peter W. Woodworth and Joyce Woodworth

Exhibit 99.3		Letter to Board of Directors and Corporate Secretary, dated as of December 15, 2009, submitted by the Reporting Persons to the Company

Exhibit 99.4		Letter re: Demand For Inspection of Stockholder List Materials of Hampshire Group, Limited pursuant to 8 Del. C. §220, dated as of December 15, 2009, submitted by Loubani L.P. to the Company.

Exhibit 99.5		Written Consent of Stockholders

Exhibit 99.6		Written Request of Stockholders

Exhibit 99.7		Description of Transactions in Shares of Common Stock that were Affected During the Past 60 Days — Loubani L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power or attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


Date: December 15, 2009	PETER W. WOODWORTH

	By:	/s/ Peter W. Woodworth Peter W. Woodworth

Date: December 15, 2009	JOYCE WOODWORTH

	By:	/s/ Joyce Woodworth

		Joyce Woodworth

EX-99.1 2 c55116exv99w1.htm EX-99.1 exv99w1

EXHIBIT 99.1

Joint Filing Agreement

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Hampshire Group Limited dated as of December 15, 2009 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.


Date: December 15, 2009	LOUBANI L.P.

	By:	Mohammed Loubani, as general partner

	By:	/s/ Mohammed Loubani
		Mohammed Loubani

Date: December 15, 2009	MOHAMMED LOUBANI

	By:	/s/ Mohammed Loubani

		Mohammed Loubani

Date: December 15, 2009	PETER W. WOODWORTH

	By:	/s/ Peter W. Woodworth

		Peter W. Woodworth

Date: December 15, 2009	JOYCE WOODWORTH

	By:	/s/ Joyce Woodworth

		Joyce Woodworth

EX-99.2 3 c55116exv99w2.htm EX-99.2 exv99w2

Exhibit 99.2

Ladies and Gentlemen:

In connection with the proposed changes in the board of directors of Hampshire Group, Limited (“Hampshire”), each of the undersigned (each an “Interested Party” and collectively, the “Interested Parties”) severally agrees as of December 15, 2009 with each other as follows:

1. Hampshire Securities.

(a) As of the date hereof, each Interested Party represents that such Interested Party is the owner of record and has the right to vote the shares of common stock, $.10 par value per share (the “Common Stock”), of Hampshire set forth opposite such Interested Party’s name on the signature pages hereto (the “Current Stockholder Securities”).

(b) Each Interested Party agrees during the term of this letter agreement not, to, sell, assign, transfer or otherwise dispose of (any such transaction being herein collectively called a “Transfer”), during the term of this letter agreement, all or any of the Current Stockholder Securities owned by such Interested Party unless as a condition to any such Transfer the transferee agrees to be bound by the terms and provisions of this letter agreement.

(c) Each Interested Party agrees during the term of this letter agreement not to acquire beneficial ownership (as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any additional shares of Common Stock; provided that Mohammed Loubani may acquire up to an additional 450,000 shares of Common Stock.

(d) Each Interested party agrees during the term of this letter agreement not to solicit (as defined under the Exchange Act) any person or entity to vote for, or consent to, any of the actions or matters covered by the Written Consent or the Written Request (each as defined below) without the prior written approval of each other Interested Party.

2. Actions by Interested Parties. Each Interested Party agrees that:

(a) during the term of this letter agreement, such Interested Party shall retain, and not in any way compromise or encumber, the right to vote the Current Stockholder Securities beneficially owned by such Interest Party;

(b) such Interested Party shall execute and deliver to Hampshire the letter attached hereto as Exhibit A (the “Board Letter”);

(d) such Interested Party shall execute and deliver to Hampshire the written consent attached hereto as Exhibit C (the “Written Consent”); and

(e) such Interested Party shall execute and deliver to Hampshire the written request attached hereto as Exhibit D (the “Written Request”).

3. Expenses. Each Interested Party shall be responsible for such Interested Parties expenses incurred or to be incurred in connection with, relating to or arising out of such Interested Party’s work related to Hampshire, the matters described by this letter agreement or the Group Schedule 13D (as hereinafter defined) or the transactions contemplated hereby or thereby (in each case to the extent not reimbursed by Hampshire).

4. Cooperation. Each Interested party shall (a) use reasonable efforts to assist each other and provide such information to each other and (b) to execute and deliver such additional documents, in each case, as may be reasonably required in order to effect the transactions contemplated by this letter agreement and the Group Schedule 13D. In addition, each Interested Party shall promptly, and in no event later than two days following such request,

provide such information as is reasonably necessary with respect to the filing or any amendment of the Schedule 13D in respect of the parties’ collective beneficial ownership of securities of Hampshire as a “group” (the “Group Schedule 13D”) to the extent applicable. Until March 15, 2010, each of the Interested Parties agrees to cooperate, to the extent reasonable, including without limitation in a joint defense, with respect to any claim or action of any kind, at law or equity, or any appeal of any decision thereof, threatened in writing, initiated or pending which in any manner attempts to prevent, forestall or invalidate the consummation of the matters contemplated by this letter agreement or the Group Schedule 13D, or in a joint prosecution or other declaratory action which attempts to effectuate any matter contemplated by this letter agreement or the Group Schedule 13D.

5. Liability. Except in connection with any breach of any party’s representations, warranties or covenants hereunder, no Interested Party nor any of their respective affiliates, partners, employees, counsel, agents or representatives shall be liable to any other Interested Party or any of their respective affiliates, in each case for any loss, liability, damage or expense arising out of or in connection with this letter agreement or the Group Schedule 13D or the transactions contemplated hereby or thereby, except to the extent such loss, liability, damage or expense is caused by such party’s gross negligence, fraud, bad faith or willful misconduct.

6. Power; Binding Agreement; Non-Contravention; Misstatements; Omissions. Each party to this letter agreement represents, as to such party only, that: (a) such party has the full right, power and authority to enter into this letter agreement and perform all of its obligations hereunder; (b) neither the execution, delivery nor performance of this letter agreement by such party will violate the charter, by-laws or other organizational or constitutive documents of such party, or any other agreement, contract or arrangement to which such party is a party or is bound, including any voting agreement, stockholders agreement or voting trust; (c) this letter agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding agreement of such party, enforceable in accordance with its terms; and (d) neither the execution or delivery of this letter agreement by such party will (i) require any material consent or approval of or filing with any governmental or other regulatory body, other than filings required under the federal or state securities laws, or (ii) constitute a violation of, conflict with or constitute a default under (A) any material law, rule or regulation applicable to such party, or (B) any material order, judgment or decree to which such party is bound.

7. Notices. All notices, correspondence and information related to this letter agreement should be sent, to the address set forth under such Interested Party’s name on the signature pages hereto.

8. Amendments; Successors and Assigns. No waiver, amendment or other modification of this letter agreement shall be effective unless in writing and signed by each Interested Party, to the extent any of them are to be bound thereby. This letter agreement shall inure to the benefit of and be binding on each Interested Party and their respective successors (except that no party may assign this letter agreement without the prior written consent of the other parties, such consent not to be unreasonably withheld).

9. Termination. This letter agreement will terminate upon the earlier to occur of (x) February 26, 2010, unless such date is extended by agreement of all of the Interested Parties, and (y) the date that the director nominees set forth in Written Consent are elected to the board of directors of Hampshire; provided that no matter shall be considered consummated hereunder while any claim or action of any kind, at law or equity, or any appeal of any decision thereof, is threatened in writing, initiated or pending which in any manner attempts to prevent, forestall or invalidate any of the matters contemplated thereby. Any termination of this letter agreement pursuant to this Section 9 shall occur without any liability or continuing obligation of any party to any other party; provided, that the obligations to cooperate and provide information set forth in Section 4 shall survive any such termination. Notwithstanding anything to the contrary, including any continuing obligations to cooperate hereunder, upon termination of this letter agreement, no Interested Party intends to be, and shall no longer be, a “group” for any purpose, including for purposes of the federal securities laws.

10. Public Announcements. No party hereto shall issue any written press release or make any other public statement regarding the transactions contemplated by this letter agreement or the Group Schedule 13D without the prior consent of the parties hereto.

11. Representation. Each Interested Party represents and agrees that to the best of its knowledge the information about such Interested Party contained or which is required to be contained in the Group Schedule 13D

or any amendment thereto is accurate, correct and complete in all material respects as of date of the applicable filing. Damages for any breach of the foregoing representation shall include not only judgments and amounts paid in settlement (with the approval of the misrepresenting Interested Party), but also other losses (excluding loss of value of the securities held or to be held) incurred by any other party to this letter agreement.

12. Counterparts. This letter agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

13. Choice of Law. This letter agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

14. Severability. If any term, provision, covenant or restriction contained in this letter agreement is held by a court of competent jurisdiction or other authority by judgment or order no longer subject to review, to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this letter agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

15. Duty to Update. Each party to this letter agreement agrees, to the extent required by, and in accordance with, applicable federal securities laws, to update any information pertaining to such party in the Group Schedule 13D or any amendments thereto.

IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed and delivered on the date and year first above written.


INTERESTED PARTY		CURRENT STOCKHOLDER SECURITIES

PETER W. WOODWORTH		272,052 shares of Common Stock

/s/ Peter W. Woodworth
Peter W. Woodworth

Interested Party’s Address:

902 East Second Street
Suite 100
Winona, MN 55987

JOYCE WOODWORTH		60,929 shares of Common Stock

/s/ Joyce Woodworth
Joyce Woodworth

Interested Party’s Address:

902 East Second Street
Suite 100
Winona, MN 55987



MOHAMMED LOUBANI		0 shares of Common Stock

/s/ Mohammed Loubani
Mohammed Loubani

Interested Party’s Address:

1 Grosvenor Street
London ON N6A1Y2
Canada

LOUBANI L.P.		131,037 shares of Common Stock


By:		/s/ Mohammed Loubani

Name:		Mohammed Loubani
Its:		General Partner

Interested Party’s Address:

1 Grosvenor Street

London ON N6A1Y2

Canada

EX-99.3 4 c55116exv99w3.htm EX-99.3 exv99w3

Exhibit 99.3

December 15, 2009


VIA CERTIFIED MAIL
AND FEDERAL EXPRESS

Hampshire Group, Limited		The Board of Directors
114 W. 41st Street		Hampshire Group, Limited
New York, New York 10036		114 W. 41st Street
Attn: Corporate Secretary		New York, New York 10036

Gentlemen:

The undersigned beneficially own in the aggregate 464,018 shares of Hampshire common stock (or 8.5% of the outstanding shares based on 5,469,165 shares outstanding as of October 31, 2009).¹

As stockholders of Hampshire, we deserve a Board of Directors that will look out for our interests and be responsive to our concerns. The current Board has let us down as demonstrated by Hampshire’s financial results, severe share price underperformance, corporate governance policies that are unfriendly to stockholders and lack of accountability. We have not had a meeting of stockholders in over three years.

Pursuant to Article II, Section 8(ii) of the Amended and Restated By-Laws of Hampshire (the “By-Laws”), the undersigned hereby request that the Board of Directors of Hampshire fix a record date for obtaining the written consent of stockholders of Hampshire to, among other things, remove and replace certain directors of Hampshire.

In addition, to the extent required, the undersigned hereby request that the Board of Directors of Hampshire fix a record date for obtaining the written request of stockholders to call a special meeting of stockholders pursuant to Article II, Section 2 of the By-Laws.

We have included with this letter a separate letter from Loubani L.P. pursuant to Section 220 of the Delaware General Corporation Law demanding the right to inspect Hampshire’s stockholder list and related materials. We also reserve the right to take further actions, including seeking a summary order from the Delaware Court of Chancery pursuant to Section 211(c) of the Delaware General Corporation Law for Hampshire to hold a meeting of stockholders.

We hope that you will cooperate with us and not create obstacles designed to prevent or delay the stockholders of Hampshire from having a voice about their company.


¹		The demand letter referred below includes documentary evidence that Loubani L.P. is the beneficial holder of 131,037 shares.

Please direct any questions regarding this letter to Andrew Weil, Esq. or Neal Aizenstein, Esq., Morgan, Lewis & Bockius LLP, 77 West Wacker Drive, Chicago, IL 60601-5094, (312) 324-1000 (Phone), (312) 324-1001 (Facsimile).

Sincerely,

Loubani L.P.


By:	/s/ Mohammed Loubani	/s/ Peter W. Woodworth

	Mohammed Loubani	Peter W. Woodworth
Its:	General Partner

/s/ Mohammed Loubani		/s/ Joyce Woodworth
Mohammed Loubani		Joyce Woodworth

EX-99.4 5 c55116exv99w4.htm EX-99.4 exv99w4

Exhibit 99.4

December 15, 2009


By Hand		By Federal Express
The Board of Directors		The Board of Directors
Hampshire Group, Limited		c/o Heath L. Golden
c/o CT Corporation		Hampshire Group, Limited
1209 orange Street		114 W. 41st Street
Wilmington, DE 19801		New York, New York 10036


Re		Demand For Inspection of Books and Records of Hampshire Group, Limited Pursuant to 8 Del. C §220

Gentlemen:

As you are aware Loubani L.P. is the beneficial holder of shares of Hampshire Group, Limited, a Delaware corporation (“Hampshire” or the “Company”).

Pursuant to Section 220 of the Delaware General Corporation Law, Loubani L.P. hereby demands the right (by its attorneys, consultants, or other agents), during the usual hours of business, to inspect the following books and records of the Company and to make copies or extracts therefrom.

Stocklist Materials

1.		The most recent complete record or list of the stockholders of record of the Company, certified by its transfer agent, showing the name and address of each stockholder and the number of shares of stock registered in the name of each stockholder.

2.		All information in the Company’s possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, or from banks, brokers or dealers, concerning the number and identity of the actual beneficial owners of the Company’s stock including, but not limited to, all “CEDE breakdowns” omnibus proxies from such entities.

3.		All information in, or which comes into, the possession or control of the Company, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or other nominees concerning the names, addresses and number of shares of the non-objecting beneficial owners and consenting beneficial owners of the stock of the Company (“NOBOs”).

Purpose

Loubani L.P. is seeking the Company’s stock list materials because he may solicit proxies and/or consent to, among other possibilities, elect directors.

Please have your counsel advise Andrew Weil or Neal Aizenstein where and when the aforementioned books, records and other documents will be available for inspection and copying. Each of Mr. Weil (telephone: 312-324-1750; facsimile 312-324-1001; e-mail: aweil@morganlewis.com) and Mr. Aizenstein (telephone: 312-324-1751; facsimile: 312-324-1001; email: naizenstein@morganlewis.com) can be reached at Morgan, Lewis & Bockius LLP, 77 West Wacker Drive, Chicago, IL 60601.


		Very truly yours,

		Loubani L.P.

		/s/ Mohammed Loubani

		By:		Mohammed Loubani
		Its:		General Partner

Verification and Power of Attorney

State of

County of

BE IT REMEMBERED that, the undersigned, Mohammed Loubani personally appeared before me, who being duly sworn, deposes and says:

	1.		The undersigned is a stockholder of Hampshire Group, Limited (“Hampshire”) and is the beneficial owner of 131,037 shares of common stock of Hampshire as evidenced by the attached bank statement, which statement is a true and correct copy of what it purports to be.

	2.		That the foregoing is the undersigned’s letter of demand for the inspection of designated stock list materials and books and records of Hampshire and that the statements made in such letter are true and correct.

	3.		That the letter designates Morgan, Lewis & Bockius LLP, Andrew Weil, Neal Aizenstein and their respective partners, associates, employees, and other persons to be designated by them, acting together, singly, or in combination, as the undersigned’s attorney or agent to conduct such inspection, and that the foregoing and this verification are the undersigned’s power of attorney authorizing the foregoing persons to act on behalf of the undersigned.


		Loubani, L.P.

		/s/ Mohammed Loubani

		By:		Mohammed Loubani
		Its:		General Partner

SWORN TO AND SUBSCRIBED
BEFORE ME this 15^th day of
December, 2009

Notary Public

EX-99.5 6 c55116exv99w5.htm EX-99.5 exv99w5

Exhibit 99.5

THIS WRITTEN CONSENT IS NOT A SOLICITATION AND NO OTHER STOCKHOLDER OF THE CORPORATION OTHER THAN THE PARTIES EXECUTING THIS WRITTEN CONSENT OR PERSONS PREVIOUSLY CONTACTED BY MOHAMMED LOUBANI IS PERMITTED TO JOIN THIS WRITTEN CONSENT.

WRITTEN CONSENT
OF THE
STOCKHOLDERS
OF
HAMPSHIRE GROUP, LIMITED
IN LIEU OF A SPECIAL
MEETING OF THE STOCKHOLDERS

Pursuant to Article II, Section 9 of the By-laws of Hampshire Group, Limited (the “Corporation”), the undersigned, being the holders of a majority of the outstanding voting stock of the Corporation, hereby consent to the adoption of, and do adopt, the following resolutions:

RESOLVED, that each member of the board of directors of the Corporation other than Peter H. Woodward and Richard A. Mandell is hereby removed.

RESOLVED, that effective immediately after the removal of directors pursuant to the foregoing resolution, the following persons are elected as directors of the Corporation to fill vacancies on the board of directors, each such person to hold office until his successor is elected or until his earlier death, resignation or removal:

Peter W. Woodworth
Mohammed Loubani
Ronald Campo
Gary Rada

This Written Consent is effective as of the date delivered and may be executed by the parties in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same Written Consent.

The actions taken by this Written Consent shall have the same force and effect as if taken by the undersigned at a special meeting of the stockholders duly called and constituted pursuant to the By-laws of the Corporation and the General Corporation Law of the State of Delaware.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this Written Consent on the ___ day of , 2009.






		By:
				Name:
				Title:

EX-99.6 7 c55116exv99w6.htm EX-99.6 exv99w6

Exhibit 99.6

THIS WRITTEN REQUEST IS NOT A SOLICITATION AND NO OTHER STOCKHOLDER OF THE CORPORATION OTHER THAN THE PARTIES EXECUTING THIS WRITTEN CONSENT OR PERSONS PREVIOUSLY CONTACTED BY MOHAMMED LOUBANI IS PERMITTED TO JOIN THIS WRITTEN REQUEST.

WRITTEN REQUEST
OF
STOCKHOLDERS
OF
HAMPSHIRE GROUP, LIMITED
TO HOLD A
SPECIAL MEETING
OF
STOCKHOLDERS

Pursuant to Article II, Section 2 of the By-laws of Hampshire Group, Limited (the “Corporation”), the undersigned, being the holders of a majority of the outstanding voting stock of the Corporation, hereby request that the Corporation promptly call and hold a special meeting of stockholders of the Corporation for the election of directors of the Corporation.

This Written Request is effective as of the date delivered and may be executed by the parties in counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall continue one and the same Written Request.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this Written Request on the ___ day of , 2009.






		By:

		Name:

		Title:

EX-99.7 8 c55116exv99w7.htm EX-99.7 exv99w7

Exhibit 99.7

EXHIBIT 99.7

Description of Transactions Effected During the Past 60 Days — Loubani L.P.

The trading dates, the number of shares of Common Stock purchased and the purchase price for all transactions in the shares of Common Stock within the last 60 days, which were all brokered transactions, are set forth below:


Trade Date	Number of Purchased Shares		Price Per share
October 7, 2009		286	$	2.50
October 8, 2009		11,714	$	2.67
October 9, 2007		2,000	$	2.65
October 12, 2009		2,000	$	2.65
October 14, 2009		3,000	$	2.60
October 15, 2009		300	$	2.60
October 20, 2009		3,000	$	2.68
October 21, 2009		1,000	$	2.68
October 26, 2009		10,500	$	2.90
October 27, 2009		1,000	$	3.00
October 28, 2009		17,000	$	2.88
October 29, 2009		1,200	$	2.95
November 2, 2009		1,700	$	3.01
November 3, 2009		1,000	$	3.05
November 10, 2009		300	$	3.00
November 11, 2009		6,533	$	3.45
November 18, 2009		200	$	3.02
November 19, 2009		4,400	$	3.02
November 23, 2009		32,904	$	3.03
November 24, 2009		1,500	$	3.02
November 27, 2009		4,000	$	3.04
November 30, 2009		7,500	$	3.05
December 1, 2009		8,000	$	3.16

Date: December 15, 2009

LOUBANI L.P.

/s/ Mohammed Loubani

Name: Mohammed Loubani

Title: General Partner