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 § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box o.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are
to be sent.
* 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 (“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).
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 2 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Targeted Opportunity Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
701,199
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
701,199
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,199
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 3 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper HF Investors II, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
701,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
701,199
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,199
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 4 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Targeted Opportunities, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
531,130
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
531,130
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,130
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 5 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper TO Investors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
531,130
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
531,130
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,130
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 6 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Juniper Investment Company, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
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
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,232,329
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,232,329
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,329
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 7 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alexis P. Michas
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,232,329
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,232,329
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,329
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
|
SCHEDULE 13D
CUSIP No. 550819106
|
|
Page 8 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John A. Bartholdson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,232,329
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,232,329
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,329
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
|
|
Item 1.
|
Security and Issuer.
|
The initial Schedule 13D, dated April
22, 2020, was filed with the Securities and Exchange Commission on May 5, 2020 (the “Initial Schedule 13D”)
and relates to the Common Stock, $0.01 par value per share (the “Shares”), of Lydall, Inc., a Delaware corporation
(the “Issuer”). The Initial Schedule 13D is amended and restated in its entirety by this amended Schedule 13D
filing (this “Schedule 13D”). The principal executive office of the Issuer is located at One Colonial Road,
Manchester, Connecticut 06042. The Shares are listed on the New York Stock Exchange under the ticker symbol “LDL”.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
|
Item 2.
|
Identity and Background.
|
(a) This
Schedule 13D is being filed by:
(i) Juniper
Targeted Opportunity Fund, L.P., a Delaware limited partnership (“Juniper Fund”);
(ii) Juniper
HF Investors II, LLC, a Delaware limited liability company and the general partner of Juniper Fund (“Juniper HF”);
(iii) Juniper
Targeted Opportunities, L.P., a Delaware limited partnership (“Juniper Targeted Opportunities”);
(iv) Juniper
TO Investors, LLC, a Delaware limited liability company and the general partner of Juniper Targeted Opportunities (“Juniper
TO”);
(v) Juniper
Investment Company, LLC, a Delaware limited liability company and the investment advisor to Juniper Fund and Juniper Targeted Opportunities
(“Juniper Investment Company”);
(vi) Alexis
P. Michas, as a managing member of each of Juniper HF, Juniper TO and Juniper Investment Company; and
(vi) John
A. Bartholdson, as a managing member of each of Juniper HF, Juniper TO and Juniper Investment Company.
Each of the foregoing is referred to
herein as a “Reporting Person” and together as the “Reporting Persons.”
(b) The
principal business address of each of the Reporting Persons is 555 Madison Avenue, 24th Floor, New York, New York 10022.
(c) The
principal business of each of Juniper Fund and Juniper Targeted Opportunities is to invest in the capital stock of various companies.
The principal business of Juniper HF is to serve as the general partner of Juniper Fund. The principal business of Juniper TO is
to serve as the general partner of Juniper Targeted Opportunities. Juniper Investment Company provides investment advisory and
management services and acts as the investment manager of Juniper Fund and Juniper Targeted Opportunities. Each of Messrs. Michas
and Bartholdson serves as the managing member of Juniper HF, Juniper TO and Juniper Investment Company.
(d) During
the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is 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.
(f) Each
of Messrs. Michas and Bartholdson is a United States citizen.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Shares held by the Juniper Fund and
Juniper Targeted Opportunities that are the subject of this Schedule 13D were purchased with available working capital of the Reporting
Persons, including capital contributions from investors in Juniper Fund and Juniper Targeted Opportunities. Such Shares were purchased
in open market purchases for an aggregate purchase price of approximately $16,597,000, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Shares acquired by the Reporting
Persons have been acquired for the purpose of making an investment in the Issuer. Each of the Reporting Persons intends to review
its investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as
part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions
or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated
transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition
or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein,
each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters.
In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons
currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the
Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities
available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock
market conditions, including the market price of the securities of the Issuer. In addition, in connection with their review of
their investment, the Reporting Persons may from time to time seek to engage in communications with one or more shareholders of
the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the
Issuer.
Other than as set forth in this Schedule
13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in
clauses (a) through (j) of Item 4 of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The responses of the Reporting Persons
to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
(a) The
percentages of ownership indicated in this Schedule 13D are calculated based on 17,694,743 Shares reported as outstanding as of
April 15, 2020 (the “Record Date”), as set forth in the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020 as filed with the United States Securities and Exchange Commission on May 11, 2020.
As of the date of this Schedule 13D,
the Reporting Persons collectively held an aggregate of 1,232,329 Shares, constituting approximately 7.0% of the Issuer’s
outstanding Shares as of the Record Date. As of the date of this Schedule 13D, each Reporting Person may be deemed to have direct
beneficial ownership of the Shares as follows:
(i) Juniper
Fund beneficially owned 701,199 Shares, constituting approximately 4.0% of the Issuer’s outstanding Shares as of the Record
Date.
(ii) Juniper
Targeted Opportunities beneficially owned 531,130 Shares, constituting approximately 3.0% of the Issuer’s outstanding Shares
as of the Record Date.
(iii) Juniper
HF, as the general partner of Juniper Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934) the 701,199 Shares held by Juniper Fund, constituting approximately 4.0% of the Issuer’s
outstanding Shares as of the Record Date. Juniper HF disclaims beneficial ownership of such Shares for all other purposes.
(iv) Juniper
TO, as the general partner of Juniper Targeted Opportunities, may be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934) the 531,130 Shares held by Juniper Targeted Opportunities, constituting approximately
3.0% of the Issuer’s outstanding Shares as of the Record Date. Juniper TO disclaims beneficial ownership of such Shares for
all other purposes.
(v) Juniper Investment
Company, as the investment advisor of Juniper Fund and Juniper Targeted Opportunities, may be deemed to own beneficially (as
that term is defined in Rule 13-d under the Securities Exchange Act of 1934) the 1,232,329 Shares collectively and directly
held by each of Juniper Fund and Juniper Targeted Opportunities, constituting approximately 7.0% of the Issuer’s
outstanding Shares as of the Record Date. Juniper Investment Company disclaims beneficial ownership of such Shares for all
other purposes.
(vi) Each of Messrs. Michas and
Bartholdson, as the managing member of Juniper HF, Juniper TO and Juniper Investment Company, may be deemed to own beneficially
(as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 1,232,329 Shares collectively held by Juniper
Fund, Juniper Targeted Opportunities and Juniper Investment Company, constituting approximately 7.0% of the then outstanding Shares.
Each of Messrs. Michas and Bartholdson disclaims beneficial ownership of such Shares for all other purposes.
(b) Each
of Juniper Fund and Juniper Targeted Opportunities has the sole power to vote or direct their respective vote of 701,199 and 531,130
Shares and the sole power to dispose or direct the disposition of such Shares. Juniper HF, Juniper TO, Juniper Investment Company
and each of Messrs. Michas and Bartholdson may be deemed to share with Juniper Fund and Juniper Targeted Opportunities, as applicable,
the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.
(c) Set
forth on Exhibit A to this Schedule 13D is a list of transactions in the Shares effected by the Reporting Persons in the
past sixty days. These transactions were all effected in the open market through a broker. Except for the foregoing, no other transactions
in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Schedule 13D.
(d) To the knowledge of the Reporting
Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares that are the subject of this Schedule 13D.
(e) Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
The response to Item 3 is incorporated
herein by reference.
Except as described in this Schedule
13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) between any of the Reporting Persons or between any of the Reporting Persons and any other person with respect to
any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding
of proxies.
|
Item 7.
|
Materials to be Filed as Exhibits.
|
A Joint Filing Agreement by the Reporting
Persons was previously filed as an Exhibit to the Initial Schedule 13D on May 5, 2020.
Exhibit A: Schedule of Transactions
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.
Dated: May 14, 2020
|
JUNIPER TARGETED OPPORTUNITY FUND, L.P.
|
|
|
|
|
By: Juniper HF Investors II, LLC, its General Partner
|
|
|
|
|
|
|
|
By :
|
/s/ John A. Bartholdson
|
|
Name:
|
John A. Bartholdson
|
|
Title:
|
Managing Member
|
|
|
|
|
JUNIPER HF INVESTORS II, LLC
|
|
|
|
|
|
|
|
By :
|
/s/ John A. Bartholdson
|
|
Name:
|
John A. Bartholdson
|
|
Title:
|
Managing Member
|
|
|
|
|
JUNIPER TARGETED OPPORTUNITIES, L.P.
|
|
|
|
|
By: Juniper TO Investors, LLC, its General Partner
|
|
|
|
|
|
|
|
By :
|
/s/ John A. Bartholdson
|
|
Name:
|
John A. Bartholdson
|
|
Title:
|
Managing Member
|
|
|
|
|
JUNIPER TO INVESTORS, LLC
|
|
|
|
|
|
|
|
By :
|
/s/ John A. Bartholdson
|
|
Name:
|
John A. Bartholdson
|
|
Title:
|
Managing Member
|
|
|
|
|
JUNIPER INVESTMENT COMPANY, LLC
|
|
|
|
|
|
|
|
By :
|
/s/ John A. Bartholdson
|
|
Name:
|
John A. Bartholdson
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
By :
|
/s/
Alexis P. Michas
|
|
ALEXIS P. MICHAS
|
|
|
|
|
|
|
|
By :
|
/s/ John A. Bartholdson
|
|
JOHN A. BARTHOLDSON
|
Page 14 of 14
Pages