SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
AMENDMENT NO. 1
(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) (1)
INTERNATIONAL WIRE GROUP, INC.
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(Name of Issuer)
Class A Common Stock, $0.01 Par Value
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(Title of Class of Securities)
460933104
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(CUSIP Number)
James D. Bennett
c/o Bennett Management Corporation
2 Stamford Plaza, Suite 1501
281 Tresser Blvd.
Stamford, CT 06901
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 2006
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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 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].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) 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 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. 460933104
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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
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
1,916,309
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,916,309
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,916,309
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 460933104
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Item 1. Security and Issuer.
The name of the issuer is International Wire Group, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's offices is 12 MASONIC
AVE. CAMDEN, NY 13316. This amendment to schedule 13D relates to the Issuer's
Class A Common Stock, $0.01 par value (the "Shares").
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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"), Bennett Offshore Restructuring Fund, Inc.*, a Cayman Islands exempted
company ("BORF") and Restructuring Capital Associates, L.P.*, a Delaware limited
partnership ("RCA") (collectively, the "Reporting Persons").
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 RCA, which is also an investment advisory
and management firm and a registered investment adviser. RCA is the general
partner of BRF.
Mr. Bennett also serves as a director of BORF.
BRF and BORF each are private investment fund companies. Bennett Management
Corporation ("BMC") provides management, research and administrative services to
BRF pursuant to an agreement. Bennett Offshore Investment Corporation ("BOIC")
provides management research, administrative and investment advisory services to
BORF pursuant to an agreement with BORF and an advisory and management agreement
with RCA and BMC. Mr. Bennett is the President and a director of each of BMC and
of BOIC.
(d) None of the reporting persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, 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 were or are subject to a
judgement, 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.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, James D. Bennett may be deemed to beneficially own
1,916,309 Shares, BRF may be deemed to beneficially own 1,227,459 Shares, BORF
may be deemed to beneficially own 688,850 Shares and RCA may be deemed to
beneficially own 1,916,309 Shares.
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Item 4. Purpose of Transaction.
The Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes only. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities, as
the case may be.
The Reporting Persons have no plan or proposal which relates to, or would result
in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, James D. Bennett may be deemed to beneficially own
1,916,309 Shares, constituting 19.2% of the Shares of the Issuer, based upon the
10,000,002 Shares outstanding as of July 31, 2006, according to the Issuer's
most recently filed Form 10-Q.
James D. Bennett has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 1,916,309 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 1,916,309 Shares.
James D. Bennett specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, BRF may be deemed to beneficially own 1,227,459
Shares, constituting 12.3% of the Shares of the Issuer, based upon the
10,000,002 Shares outstanding as of July 31, 2006, according to the Issuer's
most recently filed Form 10-Q.
BRF has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 1,227,459 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 1,227,459 Shares.
BRF specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, BORF may be deemed to beneficially own 688,850
Shares, constituting 6.9% of the Shares of the Issuer, based upon the 10,000,002
Shares outstanding as of July 31, 2006, according to the Issuer's most recently
filed Form 10-Q.
BORF has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 688,850 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 688,850 Shares.
BORF specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, RCA may be deemed to beneficially own 1,916,309
Shares, constituting 19.2% of the Shares of the Issuer, based upon the
10,000,002 Shares outstanding as of July 31, 2006, according to the Issuer's
most recently filed Form 10-Q.
RCA has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 1,916,309 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 1,916,309 Shares.
RCA specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibit A and were all effected in broker transactions.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Schedule of Transactions in the Shares of the Issuer
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.
October 26, 2006
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(Date)
By: /s/ James D. Bennett*
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James D. Bennett
*The Reporting Persons disclaim beneficial ownership in the shares reported
herein 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
Transactions in the Shares
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TRANSACTIONS BY BORF
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
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10/24/06 (200,000) 17.88
TRANSACTIONS BY BRF
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
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No transactions to report.
SK 75252 0203 715658