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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 (Act) 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 |
Page | 2 |
of | 5 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Mast Capital Management LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 758,000 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 758,000 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
758,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
7.58% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IA |
CUSIP No. 460933104
|
13G | Page 3 of 5 Pages | ||
Item 1.(a) |
Name of Issuer | |
International Wire Group, Inc. | ||
Item 1.(b) |
Address of Issuers Principal Executive Offices | |
12 Masonic Avenue Camden, NY 13316 | ||
Item 2.(a) |
Name of Persons Filing | |
Mast Capital Management LLC | ||
Item 2.(b) |
Address of Principal Business Office or, if none, Residence | |
535 Boylston Street, Suite 401, Boston, MA 02116 | ||
Item 2.(c) |
Citizenship | |
Delaware | ||
Item 2.(d) |
Title of Class of Securities | |
Common Stock, par value $.01 per share (the Common Stock) | ||
Item 2.(e) |
CUSIP Number | |
460933104 | ||
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S. C. 78o) | ||
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) [X] An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) [ ] A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G) |
CUSIP No. 460933104
|
13G | Page 4 of 5 Pages | ||
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | ||
(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | ||
(j) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||
Item 4.
|
Ownership. | |
The information contained in Items 5-9 and 11 of the cover page of this filing is incorporated herein by reference. The percentage of the Common Stock beneficially owned by the reporting person (Mast) is based on a total of 10,000,002 shares the Common Stock of International Wire Group, Inc. outstanding as of July 31, 2006, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the quarterly period ended June 30, 2006. | ||
Mast serves as investment adviser to Mast Credit Opportunities I Master Fund, Ltd. (the Fund). As a result of its role as investment adviser of the Fund, Mast may be deemed to be the beneficial owner of the shares of the Issuers Common Stock held by the Fund. Mast does not file jointly with the Fund, as such, shares of the Issuers Common Stock reported on Masts 13G may be included in the shares reported on the 13G filed by the Fund. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. The filing of this statement should not be construed as an admission that Mast is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares. | ||
Item 5.
|
Ownership of Five Percent or Less of a Class | |
N/A | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person. | |
N/A | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |
N/A | ||
Item 8.
|
Identification and Classification of Members of the Group | |
N/A | ||
Item 9.
|
Notice of Dissolution of Group | |
N/A |
CUSIP No. 460933104
|
13G | Page 5 of 5 Pages |
Item 10.
|
Certification |
February 13, 2007 | MAST CAPITAL MANAGEMENT LLC |
|||
By: | /s/ David Steinberg | |||
Name: | David Steinberg | |||
Title: | Manager | |||