SEC Info - Gmi Holding Corp., et al. - ‘3’ for 2/27/04 re: Guilford Mills Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GMI HOLDING CORP

(Last)

(First)

(Middle)

299 PARK AVENUE

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
2/27/04

3. Issuer Name and Ticker or Trading Symbol
GUILFORD MILLS INC [ GMIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,641,615 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	By certain corporations and partnerships ⁽¹⁾ ⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

GMI HOLDING CORP

(Last)

(First)

(Middle)

299 PARK AVENUE

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GMI MERGER CORP

(Last)

(First)

(Middle)

299 PARK AVENUE

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

Explanation of Responses:

(1) Pursuant to an Agreement and Plan of Merger, dated as of February 27, 2004 (the "Merger Agreement"), by and among GMI Merger Corporation ("GMI Merger"), GMI Holding Corporation ("GMI Holding") and Guilford Mills, Inc. (the "Company"), GMI Merger, GMI Holding and certain stockholders of the Company (collectively, the "Stockholders") entered into one or more Support Agreements, dated as of the date of the Merger Agreement (each, a "Support Agreement"). As a result of the terms of the Merger Agreement and the Support Agreements, GMI Merger and GMI Holding may be deemed to have shared voting and/or shared dispositive authority with the Stockholders with respect to 2,641,615 shares of the Company's common stock, par value $0.01 per share (the "Shares").

(2) Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by GMI Merger or GMI Holding or any other person that it is the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

	/s/ Mark A. Neporent	3/19/04
	** 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 5 (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).
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Gmi Holding Corp., et al. – ‘3’ for 2/27/04 re: Guilford Mills Inc.

On: Friday, 3/19/04, at 2:00pm ET · For: 2/27/04 · As: 10% Owner · Accession #: 1005477-4-1280 · File #: 1-06922

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — edgar123.xml/2.1

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Gmi Holding Corp., et al. – ‘3’ for 2/27/04 re: Guilford Mills Inc.

On: Friday, 3/19/04, at 2:00pm ET · For: 2/27/04 · As: 10% Owner · Accession #: 1005477-4-1280 · File #: 1-06922

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — edgar123.xml/2.1

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents