UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Lydall, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
550819106
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(CUSIP Number)
February 29, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 10 pages
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CUSIP No. 550819106 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 477,181
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
842,834
Owned by
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Each 7. Sole Dispositive Power
Reporting 808,390
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
842,834
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,651,224
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
10.2%
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12. Type of Reporting Person
IA
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Page 2 of 10 pages
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CUSIP No. 550819106 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Trust on behalf of
Goldman Sachs Small Cap Equity Fund
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
842,834
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
842,834
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
842,834
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
5.2%
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12. Type of Reporting Person
IC
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Page 3 of 10 pages
Item 2(a). Name of Persons Filing:
Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust
on behalf of Goldman Sachs Small Cap Equity Fund
Item 2(c). Citizenship:
Goldman Sachs Asset Management, L.P. - Delaware
Goldman Sachs Trust - Delaware
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
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).[X] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
Goldman Sachs Trust on behalf of Goldman Sachs Small Cap
Equity Fund
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs Asset Management, L.P.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(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 Rule 13d-1(b)(1)(ii)(J).
Page 4 of 10 pages
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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* In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538 (January 12, 1998), this filing reflects the securities beneficially
owned by Goldman Sachs Asset Management, L.P. ("GSAM LP"). GSAM LP, an
investment advisor, disclaims beneficial ownership of any securities managed, on
GSAM LP's behalf, by third parties.
Page 5 of 10 pages
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.
Date: March 10, 2004
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN SACHS TRUST on behalf of
Goldman Sachs Small Cap Equity Fund
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Page 6 of 10 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement, dated March 10, 2004, between
Goldman Sachs Asset Management, L.P. and Goldman Sachs
Trust on behalf of Goldman Sachs Small Cap Equity Fund
99.2 Power of Attorney, dated November 19, 2003, relating to
Goldman Sachs Asset Management, L.P.
99.3 Power of Attorney, dated July 9, 2003, relating to Goldman
Sachs Trust
Page 7 of 10 pages
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
common stock, $0.10 par value, of Lydall, Inc. and further agree to the filing
of this agreement as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement on Schedule 13G.
Date: March 10, 2004
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN SACHS TRUST on behalf of
Goldman Sachs Small Cap Equity Fund
By: /s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 8 of 10 pages
EXHIBIT (99.2)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT,
L.P. (the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Edward T. Joel, Saskia Brookfield Martin and Ted Chang, (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 19th, 2003.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Howard Surloff
----------------------------
Name: Howard Surloff
Title: Managing Director
Page 9 of 10 pages
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS TRUST (the "Company")
does hereby make, constitute and appoint each of Roger S. Begelman, Edward T.
Joel, Saskia Brookfield Martin and Susan Goddard, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of July 9th, 2003.
GOLDMAN SACHS TRUST
By:/s/ Howard Surloff
----------------------------
Name: Howard Surloff
Title: Managing Director
Page 10 of 10 pages