UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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JPS INDUSTRIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
46624E405
(CUSIP Number)
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David A. Persing, Esq.
885 Third Avenue
34th Floor
New York
New York 10022
Tel. No.: (212) 888-5500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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September 21, 1999
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 10
<PAGE>
SCHEDULE 13D
CUSIP No. 46624E405 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWA Investments L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
7 SOLE VOTING POWER
NUMBER OF 991,029
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
991,029
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
991,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 46624E405 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWA Investments Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
7 SOLE VOTING POWER
NUMBER OF 991,029
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
991,029
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
991,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 46624E405 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Adams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 991,029
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH
9 SOLE DISPOSITIVE POWER
991,029
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
991,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1. Security and Issuer.
This Schedule relates to shares of Common Stock, par value $.01 per
share (the "Common Stock"), of JPS Industries, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 555
North Pleasantburg Drive, Suite 202, Greenville, South Carolina 29607.
Item 2. Identity and Background.
The names and addresses of the persons filing this Schedule are as
follows:
1. JWA Investments L.P. ("JWA"), a Delaware limited partnership, whose
principal business and office address is c/o Smith Management LLC, 885
Third Avenue, 34th Floor, New York, New York 10022, and which was
formed for the purpose of acquiring, owning and disposing of stock of
the Company;
2. JWA Investments Corp. ("JWA General Partner"), a Delaware corporation,
whose principal business and office address is c/o John W. Adams, 885
Third Avenue, 34th Floor, New York, New York 10022, and which was
formed for the purpose of being, and is, the general partner of JWA.
John W. Adams is the sole director of JWA General Partner. John W.
Adams is the President and David A. Persing is the Secretary of JWA
General Partner. John W. Adams is the sole shareholder of JWA General
Partner and ultimately in control of this corporation; and
3. John W. Adams, a United States citizen, whose business address is 885
Third Avenue, 34th Floor, New York, New York 10022. John W. Adams is
President of Smith Management LLC ("Smith Management"), a New York
based private investment firm whose address is 885 Third Avenue, New
York, New York 10022.
JWA, JWA General Partner and John W. Adams are collectively referred to
as the "Reporting Parties."
The following person is not a beneficial owner under this Schedule but
is identified as an officer or director of the entities mentioned above:
David A. Persing, a United States citizen, whose business address is 885 Third
Avenue, 34th Floor, New York, New York 10022. David A. Persing is Senior Vice
President of Smith Management and Secretary of JWA General Partner.
None of the Reporting Parties or the individual mentioned above have,
during the last five years, been (i) convicted in a criminal proceeding or (ii)
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was 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.
Page 5 of 10
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Parties utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this Schedule 13D. The
securities were acquired by JWA as initial capital contributions from limited
partners of JWA in exchange for interest in JWA.
Item 4. Purpose of Transaction
JWA purchased and acquired the Common Stock for general investment
purposes. JWA intends to review its equity interest in the issuer on a
continuing basis. Depending on the Reporting Parties' evaluation of the
Company's business and prospects, and upon future developments (including, but
not limited to, market prices of the Common Stock, availability and alternative
uses of funds, as well as conditions in the securities markets and general
economic and industry conditions), the Reporting Parties reserve the right to
acquire additional shares of Common Stock, to dispose of shares of Common Stock
or to formulate other purposes, plans or proposals regarding the Company to the
extent deemed advisable by the Reporting Parties. The Reporting Parties
currently have no intention, plan or proposal, though each Reporting Party
reserves the right to subsequently devise or implement such plan or proposal,
with respect to:
1. The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
4. Any change in the present Board of Directors or management of the
issuer, including any plan or proposals to change the number or term of
directors or to fill any existing vacancy 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, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
Page 6 of 10
<PAGE>
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
in 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
Securities Exchange Act of 1934; or
10. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Parties' knowledge based on the
information contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1999, the aggregate number of shares of Common Stock of
the Company outstanding as of September 9, 1999 is 10,000,000 shares.
JWA
(a) JWA beneficially owns an aggregate of 991,029 shares of Common
Stock, which represents 9.9% of the issued and outstanding shares of the Common
Stock.
(b) JWA, acting through its general partner, has sole power to vote or
to direct the vote of 991,029 shares of Common Stock and the sole power to
dispose or to direct the disposition of 991,029 shares of Common Stock.
(c) The Securities were acquired by JWA as initial capital
contributions from its limited partners in exchange for partnership interests on
September 21, 1999. 1/
JWA General Partner
(a) JWA General Partner beneficially owns an aggregate of 991,029
shares of Common Stock, which represents 9.9% of the issued and outstanding
shares of the Common Stock. Such shares are owned by JWA of which JWA General
Partner is the general partner.
- --------
1/ Prior to the formation of JWA, some shares of Common Stock were
purchased by various limited partners during the past 60 days, as
follows:
Purchase Price
Date Number of Shares Per Share ($)
---- ---------------- -------------
8/19/99 225,000 3.00
8/26/99 20,000 3.00
9/16/99 600,000 3.06
All of such purchases were open market purchases.
Page 7 of 10
<PAGE>
(b) JWA General Partner, as general partner of JWA, has sole power to
vote or to direct the vote of 991,029 shares of Common Stock and the sole power
to dispose or to direct the disposition of 991,029 shares of Common Stock.
John W. Adams
(a) John W. Adams beneficially owns an aggregate of 991,029 shares of
Common Stock, which represents 9.9% of the issued and outstanding shares of the
Common Stock. Such shares are owned by JWA.
(b) John W. Adams, as sole shareholder of JWA General Partner, has sole
power to vote or to direct the vote of 991,029 shares of Common Stock and sole
power to dispose or to direct the disposition of 991,029 shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any security of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
September 24, 1999
Page 8 of 10
<PAGE>
SIGNATURES
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.
September 24, 1999
JWA INVESTMENTS L.P.
By: JWA Investments Corp., its
general partner
By: /s/ John W. Adams
-----------------
John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
-----------------
John W. Adams
President
/s/ John W. Adams
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John W. Adams
Page 9 of 10
Exhibit 1
Joint Filing Statement
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: September 24, 1999
JWA INVESTMENTS L.P.
By: JWA Investments Corp., its
general partner
By: /s/ John W. Adams
-----------------
John W. Adams
President
JWA INVESTMENTS CORP.
By: /s/ John W. Adams
-----------------
John W. Adams
President
/s/ John W. Adams
-----------------
John W. Adams
Page 10 of 10
