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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JPS TEXTILE GROUP, INC.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
46624B30
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(CUSIP Number)
Michael C. Murr, Managing Director
DAYSTAR L.L.C.
411 Theodore Fremd Avenue
Rye, New York 10580
(914) 967-1155
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 29, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 6 Pages
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CUSIP NO. 46624B30
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1) Names of Reporting Persons DAYSTAR L.L.C.
I.R.S. Identification Nos. of
Above Persons (Entities Only) 13-3859222
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2) Check the Appropriate Box (a) |_|
if a Member of a Group (b) |X|
(See Instructions)
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3) SEC Use Only
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4) Source of Funds WC, PF
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5) Check Box if Disclosure of Legal
Proceedings is Required Pur-
suant to Item 2(d) or 2(e) |_|
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6) Citizenship or Place of New York
Organization
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Number of (7) Sole Voting Power 1,679,360 shares
Shares Bene- -----------------------------------------------------
ficially (8) Shared Voting
Owned by Power 0 shares
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive
With Power 1,679,360 shares
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(10) Shared Dispositive
Power 0 shares
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,679,360 shares
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12) Check Box if the Aggregate
Amount in Row (11) Excludes
Certain Shares |_|
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13) Percent of Class Represented
by Amount in Row (11) 16.8%
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14) Type of Reporting Person IA
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Page 2 of 6 Pages
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INTRODUCTORY STATEMENT
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the
shares of Common Stock, par value $0.01 per share ("Common Stock"), of JPS
Textile Group, Inc., a Delaware corporation (the "Company"), with its principal
executive offices located at 555 N. Pleasantburg Dr., Suite 202, Greenville,
South Carolina 29607.
Item 2. Identity and Background.
(a) This Statement is being filed by Daystar L.L.C., a New York
limited liability company ("Daystar"). Daystar serves as General Partner of
Daystar Special Situations Fund, L.P. (the "Fund), a Delaware limited
partnership, which owns 730,517 shares of Common Stock, and as such Daystar has
full discretionary authority to vote and dispose of such shares. Daystar also
acts, with full discretionary authority, as investment advisor to clients who
own in the aggregate 948,843 shares of Common Stock. The managing directors of
Daystar who are jointly responsible for managing the Fund and such client
advisory accounts are Bruce W. Gregory, Warren J. Malone, Michael C. Murr and
John C. Sites, Jr. (each a "Member" and together, the "Managing Directors").
(b) The business address of Daystar, the Fund and each of the
Managing Directors is 411 Theodore Fremd Avenue, Rye, New York 10580.
(c) Daystar acts as General Partner of the Fund and also manages a
limited number of investment accounts for other entities as an investment
advisor. The principal occupation of each of the Members is as a Managing
Director of Daystar.
(d) During the last five years, neither Daystar, the Fund nor any of
the Managing Directors has been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors).
(e) During the last five years, neither Daystar, the Fund, nor any
of the Managing Directors was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which, as a result of such
proceeding, made it or him 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
thereto.
(f) Daystar is a New York limited liability company and the Fund is
a Delaware limited partnership. Each of the Managing Directors is a citizen of
the United States of America.
Page 3 of 6 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
(a) The 730,517 shares of Common Stock owned by the Fund were issued
to the Fund by the Company in connection with its Chapter 11 bankruptcy
proceeding in exchange for debt securities of the Company held by the Fund. The
source of the funds used to purchase such debt securities was the Fund's working
capital, which was contributed to the Fund by its partners.
(b) The aggregate of 948,843 shares of Common Stock owned by
Daystar's investment advisory clients were issued to such clients by the Company
in connection with its Chapter 11 bankruptcy proceedings in exchange for debt
securities of the Company held in such clients' investment advisory accounts
with Daystar. The source of the funds used to purchase such debt securities was
the personal funds of each such client.
Item 4. Purpose of Transaction.
Daystar acquired the shares of Common Stock described in Item 3
(collectively, the "Shares") for the Fund and its clients solely for investment
purposes. None of Daystar or the Managing Directors currently has any plan or
proposal which relates to or would result in any of the matters listed in Item 4
of Schedule 13D, except that Daystar may, from time to time or at any time,
dispose of Shares or acquire additional shares of Common Stock for the Fund or
Daystar client accounts depending on price and market conditions and other
factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Statement, Daystar owns beneficially (for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934) an aggregate
of 1,679,360 (16.8% of the outstanding) shares of Common Stock, including
730,517 (7.3% of the outstanding) shares held by the Fund and an aggregate of
948,843 (9.5% of the outstanding) shares held by Daystar's client accounts.
(b) Daystar, as General Partner of the Fund and investment advisor
to its advisory clients, has sole voting power and dispositive power over all
1,679,360 Shares. Such power is exercised jointly by the Managing Directors.
(c) During the past 60 days, Daystar has not purchased any shares of
Common Stock for its account or the accounts of the Fund or its advisory
clients, nor have any of the Managing Directors done so.
(d) Not applicable.
(e) Not applicable.
Page 4 of 6 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to the Fund's Agreement of Limited Partnership and
Daystar's investment management agreements with its clients, Daystar may
participate in any profits realized by the Fund and such clients from their
investments in the Shares.
Daystar is a party to a Registration Rights Agreement among the
Company and certain holders of Common Stock, dated as of October 9, 1997, with
respect to the registration of the shares of Common Stock held by them. Daystar
understands that, pursuant to such agreement, the Company has filed a
registration statement covering the resale of such shares of Common Stock on a
delayed and continuous basis from time to time in the open market or otherwise.
Item 7. Material to Be Filed as Exhibits.
None.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: February 12, 1998
DAYSTAR L.L.C.
By: /s/ Michael C. Murr
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Michael C. Murr
Managing Director
Page 6 of 6 Pages
