| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL TEXTILE GROUP INC [ SAFY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/20/2006 | J(1) | 9,709,272 | A | (1) | 13,871,666 | I(2) | See footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In connection with the merger of ITG Holdings, Inc. (f/k/a International Textile Group, Inc.) ("Former ITG") with SCI Merger Sub, Inc., which was a wholly owned subsidiary of the Issuer ("Merger Sub"), pursuant to that certain Agreement and Plan of Merger dated as of August 29, 2006, all outstanding shares of Former ITG common stock were converted into the right to receive shares of the Issuer?s common stock at a ratio of one share of the Issuer?s common stock for every 1.4739 shares of Former ITG common stock (the "Exchange Ratio"). As a result, the reporting person acquired 142,477 shares of the Issuer?s common stock, including 14,248 such shares being held in escrow for a period of up to 18 months to satisfy potential claims for indemnification that may be made on behalf of the Issuer. All such shares placed in escrow that are not applied to satisfy any indemnification claims will be released to the record holder thereafter. |
| 2. WLR Recovery Fund II, L.P. ("Fund II") directly owns 241,419 shares, WLR Recovery Fund III, L.P. ("Fund III") directly owns 3,920,975 shares, and Holdings directly owns 9,709,272 shares, of the Issuer?s common stock. Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co LLC ("WLR") and the managing member of each of WLR Recovery Associates II LLC ("Associates II") and WLR Recovery Associates III LLC ("Associates III"). Associates II is the general partner, and WLR is the investment manager, of Fund II. Similarly, Associates III is the general partner, and WLR is the investment manager, of Fund III. Fund II is the majority stockholder of Holdings. To the extent that any of the foregoing may be deemed to own any of such shares, such person disclaims any beneficial ownership therein except to the extent of its pecuniary interest. |
| Remarks: |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/24/2006 | |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/24/2006 | |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/24/2006 | |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/20/2006 | |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/20/2006 | |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/24/2006 | |
| /s/ Neil W. Koonce, Attorney-in-Fact | 10/24/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||