UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INNOVO GROUP INC
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(Name of Issuer)
COMMON STOCK, $0.1 PAR VALUE
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(Title of Class of Securities)
457954600
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(CUSIP Number)
DECEMBER 31, 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:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 (the "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).
Page 1 of 6 Pages
CUSIP NO. 457954600
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph L. Dowling, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
1,593,600
NUMBER OF -----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,593,600
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,600
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 6 Pages
ITEM 1(A) NAME OF ISSUER:
Innovo Group Inc
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5804 East Slauson Avenue
Commerce, CA 90040.
ITEM 2(A) NAME OF PERSON FILING:
Joseph L. Dowling, III
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
540 Madison Avenue, 38th Floor
New York, New York 10022
ITEM 2(C) CITIZENSHIP:
United States
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2(E) CUSIP NUMBER:
457954600
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A: N/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) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
Page 3 of 6 Pages
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-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 ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Set forth in the table below is the aggregate number of shares
of Common Stock beneficially owned as of the date hereof by each of the
following, together with the percentage of outstanding shares of Common Stock
that such ownership represents based upon 29,189,000 shares of Common Stock
outstanding on December 31, 2004.
Percent of
Number of Class
Name Shares Outstanding
------------------------------- ---------------- -----------------
Narragansett I, L.P. 541,824 1.9%
Narragansett Offshore, Ltd. 1,051,776 3.6%
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Total: 1,593,600 5.5%
By virtue of his status as the sole managing member of
entities that have the power to control the investment decisions of Narragansett
I, L.P. and Narragansett Offshore, Ltd., Joseph L. Dowling, III, may be deemed
to be the beneficial owner of shares owned by Narragansett I, L.P. and
Narragansett Offshore, Ltd., and may be deemed to have sole power to vote or
direct the vote of and sole power to dispose or direct the disposition of such
securities.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ]. N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Narragansett I, L.P. and Narragansett Offshore, Ltd., have the
right to receive dividends and the proceeds from the sale of the outstanding
shares of the Issuer's Common Stock. See Item 4.
Page 4 of 6 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSON.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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.
Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
February 14, 2005
/s/ Joseph L. Dowling, III
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Joseph L. Dowling, III
Page 6 of 6 Pages