-----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, L3T0V0HtCIZhYSqgTsqEbAFbNlyyriEQAoKalcBKZoMbqLRRyjc62+kMguctcgQW SlZJjVm5H3hCJ5GeaBg60w== 0000919574-05-002403.txt : 20050729 0000919574-05-002403.hdr.sgml : 20050729 20050729123956 ACCESSION NUMBER: 0000919574-05-002403 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 GROUP MEMBERS: BENNETT OFFSHORE RESTRUCTURING FUND, INC. GROUP MEMBERS: BENNETT RESTRUCTURING FUND, LP 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46353 FILM NUMBER: 05983684 BUSINESS ADDRESS: STREET 1: 4055 FABER PLACE DR., SUITE 201 CITY: NORTH CHARLESTON STATE: SC ZIP: 29405 BUSINESS PHONE: 843-329-5151 MAIL ADDRESS: STREET 1: 4055 FABER PLACE DR., SUITE 201 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 13D 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 SC 13D 1 d589697_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) Polymer Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 731745204 - -------------------------------------------------------------------------------- (CUSIP Number) James D. Bennett c/o Bennett Management Corporation 2 Stamford Plaza Suite 1501 281 Tresser Boulevard Stamford, Connecticut 06901 (203) 353-3101 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 2005 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. - ---------- 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 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 NOS. 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. SOURCE OF FUNDS WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 916,019 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 916,019 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 916,019 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.39% 14. TYPE OF REPORTING PERSON IN, HC CUSIP No. 731745204 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bennett Restructuring Fund, L.P. - 13-3526877 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 577,329 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 577,329 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 577,329 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.39% 14. TYPE OF REPORTING PERSON PN CUSIP No. 731745204 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bennett Offshore Restructuring Fund, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 338,690 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 338,690 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 338,690 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.24% 14. TYPE OF REPORTING PERSON CO CUSIP No. 731745204 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Polymer Group, Inc. (the "Issuer"). The address of the Issuer's offices is 4838 Jenkins Avenue, North Charleston, South Carolina, 29405. This schedule 13D relates to the Issuer's Class A Common Stock, $0.01 Par Value Per Share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a)-(c), (f) This Schedule 13D is being filed by James D. Bennett, a United States citizen, Bennett Restructuring Fund, L.P., a Delaware limited partnership ("BRF") and Bennett Offshore Restructuring Fund, Inc., a Cayman Islands exempted company ("BORF") (collectively, the "Reporting Persons"). The principal business address of Mr. Bennett and BRF is 2 Stamford Plaza, Suite 1501, 281 Tresser Blvd. Stamford, Connecticut 06901. The principal business address of BORF is P.O. Box 2003 GT, Grand Pavilion Commercial Centre, Bougainvillea Way, 802 West Bay Road, Grand Cayman, British West Indies. 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 Restructuring Capital Associates, L.P. ("RCA"), a Delaware limited partnership, which is also an investment advisory and management firm. RCA is the general partner of BRF and Bennett Restructuring Fund II, L.P. ("BRF II"), both of which are Delaware limited partnerships. Mr. Bennett also serves as a director of BORF. BRF, BRF II, and BORF each are private investment fund companies. Bennett Management Corporation ("BMC") provides research and investment advisory services to BRF and BRF II pursuant to an agreement with each of these investment fund companies. 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. (d) Neither Mr. Bennett, nor any of the entities mentioned in (a)-(c), (f) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Mr. Bennett, nor any of the entities mentioned in (a)-(c) , (f) above has, during the last five years, been 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. As of the date hereof, Mr. Bennett may be deemed to beneficially own 916,019 Shares. The Shares are held by: 1. BRF (577,329 shares, 5.39%) 2. BRF II (0 shares, 0%) and 3. BORF (338,690 shares, 3.24%) (together, the "Investment Funds"). The funds for the purchase of the Shares by the Investment Funds came from the Investment Funds' respective funds. The total cost for the Shares held by the Investment Funds is $10,714,827. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. (a-j) The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes on the Investment Funds' and the Reporting Persons' behalf. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. This filing is being made to report the fact that an analyst that has recently been employed by BMC is also a director of Polymer Group, Inc. As a result, James D. Bennett is arguably no longer permitted to file a Schedule 13G pursuant to Rule 13d-1(b)(1) of the Securities Exchange Act of 1934. In addition, RCA, Barclays Global Investors Distressed Specialist Fund I ("BGID") a unit trust organized under the laws of Ireland and Barclays Global Investors Limited ("BGI"), a limited company organized under the laws of England and Wales have terminated their investment advisory and management services agreement pursuant to which RCA provided investment management services to BGID. As a result, the Shares beneficially owned by BGID will no longer be attributed to James D. Bennett for reporting purposes. In an effort to protect their investment and the investments made on behalf of the investors in Investment Funds, as well as to maximize shareholder value, the Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. Although it has no concrete plans to do so, the Reporting Persons may also engage in and may plan for their engagement in: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decisions of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Mr. Bennett, BRF and BORF may be deemed to be the beneficial owner of 916,019 Shares, 577,329 Shares and 338,690 Shares, respectively, constituting 8.39%, 5.39% and 3.24% of the Shares of the Issuer, respectively. Mr. Bennett has the shared power to vote or direct the vote of and dispose or direct the disposition of 916,019 Shares to which this filing relates. BRF has the shared power to vote or direct the vote of and dispose or direct the disposition of 577,329 Shares to which this filing relates. BORF has the shared power to vote or direct the vote of and dispose or direct the disposition of 338,690 Shares to which this filing relates. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. No transactions in the Shares have been effected by the Reporting Persons during the 60 days prior to July 27, 2005. The 916,019 Shares were acquired for investment purposes. The Reporting Persons and/or the Reporting Persons on behalf of the Investment Funds may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons does not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. No transactions in the Shares have been effected by the Reporting Persons during the 60 days prior to July 27, 2005. A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A - -------------------------------------------------------------------------------- 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. July 29, 2005 ---------------------------------------- (Date) James D. Bennett* /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett ---------------------------------------- (Name/Title) Bennett Restructuring Fund, L.P.* By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett, President ---------------------------------------- (Name/Title) Bennett OFFSHORE Restructuring Fund, INC.* /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett, Director ---------------------------------------- (Name/Title) * The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A JOINT FILING AGREEMENT The undersigned agree that this schedule 13D dated July 29, 2005, relating to the Common Stock of Pioneer Companies, Inc. shall be filed on behalf of the undersigned. James D. Bennett /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett ---------------------------------------- (Name/Title) Bennett Restructuring Fund, L.P. By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett, President ---------------------------------------- (Name/Title) Bennett OFFSHORE Restructuring Fund, INC. /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett, Director ---------------------------------------- (Name/Title) 75252.0000 #589697 -----END PRIVACY-ENHANCED MESSAGE-----