-----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, RCh7kkYtI19N3t77nIbwbnm6B5XM3o9I3Al5O5Boqaw1IDvfjrgEJbet2Ui9RNcl ANBEeE9fsXZPGjowaKcbWw== 0001193125-07-078965.txt : 20070411 0001193125-07-078965.hdr.sgml : 20070411 20070411172521 ACCESSION NUMBER: 0001193125-07-078965 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070411 DATE AS OF CHANGE: 20070411 GROUP MEMBERS: JOYCE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52783 FILM NUMBER: 07762020 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: WOODWORTH PETER W CENTRAL INDEX KEY: 0001003343 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 2667 STREET 2: ----- CITY: ANDERSON STATE: SC ZIP: 29622 BUSINESS PHONE: 864 225 6232 MAIL ADDRESS: STREET 1: ------ STREET 2: PO BOX 2667 CITY: ANDERSON STATE: SC ZIP: 29622 FORMER COMPANY: FORMER CONFORMED NAME: WOODWORTH PETER W ET AL DATE OF NAME CHANGE: 19951212 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 Schedule 13D Amendment No. 3

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)*

 

 

 

HAMPSHIRE GROUP, LIMITED

(Name of Issuer)

 

COMMON STOCK, $0.10 PAR VALUE

(Title of Class of Securities)

 

408859106

(CUSIP Number)

 

Marilyn Sonnie, Esq.

Jones Day

222 East 41st Street

New York, New York 10017

(212) 326-3939

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 11, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 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).

PERSONS WHO 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. SEC 1746 (3-06)

CUSIP No. 408859106      

 

  1  

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

    
                    Peter W. Woodworth    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)  
  (a)  x  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS (See Instructions)  
                    00    
  5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States    
NUMBER OF
SHARES
OWNED BY
EACH
REPORTING
PERSON
WITH		     7  SOLE VOTING POWER
 
                  346,802
    8  SHARED VOTING POWER BENEFICIALLY
 
                  0
    9  SOLE DISPOSITIVE POWER
 
                  346,802
  10  SHARED DISPOSITIVE POWER
 
                  0
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                    346,802    
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                    4.4%    
14   TYPE OF REPORTING PERSON (See Instructions)  
                    IN    

 

CUSIP No. 408859106      

 

  1  

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

    
                    Joyce Woodworth    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)  
  (a)  x  
    (b)  ¨    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS (See Instructions)  
                    00    
  5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States    
NUMBER OF
SHARES
OWNED BY
EACH
REPORTING
PERSON
WITH		     7  SOLE VOTING POWER
 
                  70,629
    8  SHARED VOTING POWER BENEFICIALLY
 
                  0
    9  SOLE DISPOSITIVE POWER
 
                  70,629
  10  SHARED DISPOSITIVE POWER
 
                  0
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                    70,629    
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                    0.9%    
14   TYPE OF REPORTING PERSON (See Instructions)  
                    IN    

 

CUSIP No. 408859106

The Schedule 13D for Peter W. Woodworth and Joyce Woodworth (the “Reporting Persons”), individuals acting together as a group for the purpose stated below (the “Schedule 13D”), relating to the common stock, par value $.10 per share, (“Common Stock”) of Hampshire Group, Limited, a Delaware corporation (the “Company”), is hereby amended by this Amendment No. 3 to the Schedule 13D.

 

ITEM 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:

The Reporting Persons previously reported an intent to seek a change in the Board of Directors of the Company (the “Board Change”) by seeking shareholder signatures to a written consent action. Such change would have resulted in (1) an increase in the number of directors to six, (2) Ludwig Kuttner and Harvey L. Sperry ceasing to be directors and (3) Mr. Woodworth, Justin Bruce Israel and Edward G. Moran becoming directors.

The Reporting Persons have learned that Ludwig Kuttner, the Company’s largest shareholder, has declined to sign the written consent action to effect the Board Change. As a result, the Reporting Persons now believe that the vote required to effect the Board Change by written consent action of shareholders is unlikely to be obtained in a solicitation of not more than 10 persons, which is a requirement of the exemption from certain SEC proxy rules on which the Reporting Persons intended to rely. Accordingly, the Reporting Persons no longer intend to seek to effect the Board Change by written consent action of shareholders at this time.

The Reporting Persons continue to believe that the Board Change would be a positive development for the Company and its shareholders and will urge the Board of Directors to consider implementing it or a similar change. In addition, the Reporting Persons reserve the right to seek to effect the Board Change at another time and by another means, including at a meeting of shareholders of the Company.

CUSIP No. 408859106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.

 

   

/s/ Peter W. Woodworth

    Peter W. Woodworth
   

/s/ Joyce Woodworth

    Joyce Woodworth

April 11, 2007

    
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