UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Signal Apparel Company, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
9460486
(CUSIP Number)
Kevin S. Penn
FS Signal, Inc.
499 Park Avenue
New York, New York 10022
212-688-4010
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 30, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 9460486 PAGE ___ OF ___ PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FS SIGNAL ASSOCIATES, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS* N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
NUMBER OF 7. SOLE VOTING POWER
SHARES 3,715,983
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 3,715,983
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,715,983
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
14. TYPE OF REPORTING PERSON
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATIO
<PAGE>
SCHEDULE 13D
CUSIP NO. 9460486 PAGE ___ OF ___ PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FS SIGNAL ASSOCIATES II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS* N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,498,299
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 4,498,299
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,498,299
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
14. TYPE OF REPORTING PERSON
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATIO
<PAGE>
SCHEDULE 13D
CUSIP NO. 9460486 PAGE ___ OF ___ PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FS SIGNAL, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS* N/A
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 7. SOLE VOTING POWER
SHARES 8,214,282
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 8,214,282
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,214,282
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57%
14. TYPE OF REPORTING PERSON
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATIO
<PAGE>
SCHEDULE 13D
CUSIP NO. 9460486 PAGE ___ OF ___ PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KEVIN S. PENN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS* N/A
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 7. SOLE VOTING POWER
SHARES 8,514,282
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 8,514,282
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,514,282
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14. TYPE OF REPORTING PERSON
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATIO
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "STATEMENT") relates to
the Common Stock, par value $.01 per share (the "COMMON STOCK"), of
Signal Apparel Company, Inc., an Indiana corporation (the
"ISSUER"), the principal executive offices of which are located at
537 Market Street, Suite 403, Chattanooga, Tennessee 37402.
ITEM 2. IDENTITY AND BACKGROUND
(a) The Reporting Persons are jointly filing this Statement,
although there is no formal agreement of arrangement among them to
act as a "GROUP"; nevertheless, they may be deemed to be a group.
This Statement is being filed by FS Signal Associates, L.P.; FS
Signal Associates II, L.P.; FS Signal, Inc.; and Kevin S. Penn.
(b-c)
FS SIGNAL ASSOCIATES, L.P.
FS Signal Associates, L.P. is a Connecticut limited
partnership ("FS SIGNAL"). Its principal office is located at c/o
Kenneth Musen, 157 Church Street, Box 426, New Haven, Connecticut
06502. FS Signal, Inc. is the general partner of FS Signal.
FS SIGNAL ASSOCIATES II, L.P.
FS Signal Associates II, L.P. is a Connecticut limited
partnership ("FS SIGNAL II"). Its principal office is located at
c/o Kenneth Musen, 157 Church Street, Box 426, New Haven,
Connecticut 06502. FS Signal, Inc. is the general partner of FS
Signal II.
FS SIGNAL, INC.
FS Signal, Inc. ("FSSI") is a Delaware corporation. Its
principal office is at 499 Park Avenue, New York, New York 10022.
FSSI is the general partner of both FS Signal and FS Signal II.
Kevin S. Penn is the President of FSSI.
<PAGE>
KEVIN S. PENN
Kevin S. Penn ("PENN") is an individual whose business
address is c/o First Spring Corporation, 499 Park Avenue, New York,
New York 10022. He is President and a director of FSSI.
RICHARD SAUER
Richard Sauer is an individual whose business address is
c/o First Spring Corporation, 499 Park Avenue, New York, New York
10022. He is Vice-President and a director of FSSI.
(d) None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five
years, 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 violations with respect to such laws.
(f) Each of the natural persons identified in this Statement
on Schedule 13D is a citizen of the United States of America.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No consideration was given for the acquisition of the
securities enumerated herein. Previous to December 30, 1994, FS
Signal Associates I, a Connecticut general partnership, FS Signal
Associates II, a Connecticut general partnership, and Mr. Guido
Goldman, who was managing general partner of both general
partnerships, collectively, beneficially owned 8,264,282 shares of
Common Stock. On December 30, 1994, Mr. Goldman relinquished and
renounced his entire interest in FS Signal Associates I and FS
Signal Associates II.
Subsequent to the aforementioned actions on December 30, 1994,
the former partners of FS Signal Associates I and FS Signal, Inc.
executed an agreement to reform FS Signal Associates I as a limited
partnership to be known as FS Signal Associates, L.P., with FS
Signal, Inc. as the general partner. Similarly, on December 30,
1994 the former partners of FS Signal Associates II and FS Signal,
Inc. executed an agreement to reform FS Signal Associates II as a
limited partnership to be known as FS Signal Associates II, L.P.,
with FS Signal, Inc. as the general partner. Accordingly, all
Common Stock deemed to have been beneficially owned by FS Signal
Associates I and FS Signal Associates II, may now be deemed to be
beneficially owned by the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3, the acquisition described herein was
made solely for purposes of changing the forms of entity of both FS
Signal Associates I and FS Signal Associates II from general
partnerships to limited partnerships. The Reporting Persons do not
have any present plans or proposals that relate to or would result
in the following: the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the
Issuer; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries; a change in the present
Board or management of the Issuer; any other material change in the
Issuer's business or corporate structure or its present
capitalization or dividend policy; changes in the Issuer's charter
or by-laws or other actions that might impede the acquisition of
control of the Issuer or cause it to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; causing securities of the Issuer to be eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act or any other similar action.
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons (if
deemed a group) would be deemed to be the beneficial owners of
an aggregate of 8,514,282 shares of Common Stock<F1>,
constituting approximately 57.9% of the 14,711,576 shares of
Common Stock outstanding, based on the September 30, 1994 Form
10-Q (the "SEPTEMBER 10-Q"), and the Form 8-K dated November
22, 1994 (the "FORM 8-K")<F2>.
As of the date hereof, FS Signal may be deemed to be the
beneficial owner of 3,715,983 shares of Common Stock<F3>,
constituting approximately 33.5% of the 11,099,076 shares of
Common Stock outstanding, based on the September 10-Q and Form
8-K<F4>.
As of the date hereof, Penn, as President of FSSI, may
be deemed to be the beneficial owner of 8,514,282 shares of
Common Stock<F5>, constituting approximately 57.8% of the
<F1> Such 8,514,282 shares of Common Stock consist of (i)
2,980,983 shares of Common Stock directly owned by FS Signal; (ii)
735,000 shares of Common Stock issuable upon exercise of warrants
held by FS Signal; (iii) 1,185,799 shares of Common Stock directly
owned by FS Signal II; (iv) 3,312,500 shares of Common Stock
issuable upon exercise of warrants held by FS Signal II; and (v)
300,000 shares of Common Stock issuable upon exercise of warrants
held by Penn. FS Signal, FS Signal II, and Penn disclaim
beneficial ownership of the other Reporting Persons' shares and
such other Reporting Persons disclaim beneficial ownership of their
shares.
<F2> 4,347,500 shares of Common Stock are added to the
10,364,076 shares of Common Stock reported as outstanding in the
September 10-Q and Form 8-K in order to reflect the assumed
exercise of all warrants held by FS Signal and FS Signal II.
<F3> Such 3,715,983 shares of Common Stock consist of the
2,980,983 shares of Common Stock and 735,000 warrants directly
owned by FS Signal.
<F4> 735,000 shares are added to the number of shares of
Common Stock reported as outstanding in the September 10-Q and Form
8-K in order to reflect the exercise of all warrants owned by FS
Signal, all of which are exercisable within 60 days.
<F5> Such 8,514,282 shares of Common Stock consist of (i)
2,980,983 shares of Common Stock directly owned by FS Signal; (ii)
735,000 shares of Common Stock issuable upon exercise of warrants
held by FS Signal; (iii) 1,185,799 shares of Common Stock directly
owned by FS Signal II; (iv) 3,312,500 shares of Common Stock
issuable upon exercise of warrants held by FS Signal II; and (v)
300,000 shares of Common Stock issuable upon exercise of warrants
held by Penn. FS Signal, FS Signal II, and Penn disclaim
beneficial ownership of the other Reporting Persons' shares and
such other Reporting Persons disclaim beneficial ownership of their
shares.
<PAGE>
14,711,576 shares of Common Stock outstanding, based on the
September 10-Q and the Form 8-K<F6>.
As of the date hereof, FS Signal II may be deemed to be
the beneficial owner of 4,498,299 shares of Common Stock<F7>,
constituting approximately 32.9% of the 13,676,576 shares of
Common Stock outstanding, based upon the September 10-Q<F8>.
As of the date hereof, FSSI may be deemed to be the
beneficial owner of 8,214,282 shares of Common Stock<F9>,
constituting approximately 57% of the 14,411,576 shares
outstanding based on the September 10-Q and Form 8-K.<F10>
<F6> 4,347,500 shares of Common Stock are added to the
10,364,076 shares of Common Stock reported as outstanding in the
September 10-Q and Form 8-K in order to reflect the assumed
exercise of all warrants held by FS Signal and FS Signal II.
<F7> Such 4,498,299 shares of Common Stock consists of (i)
1,185,799 shares of Common Stock directly owned by FS Signal II and
(ii) the 3,312,500 warrants owned by FS Signal II.
<F8> 3,312,500 shares are added to the number of shares of
Common Stock reported as outstanding the September 10-Q and Form 8-
K in order to reflect the assumed exercise of warrants held by FS
Signal II, all of which warrants are exercisable within 60 days.
<F9> Such 8,214,282 shares of Common Stock consist of (I)
the shares of Common Stock beneficially owned by FS Signal as set
forth in Footnote 1 above, which may be deemed to be beneficially
owned by FSSI, as the general partner of FS Signal and (ii) the
shares of Common Stock beneficially owned by FS Signal II as set
forth in Footnote 1 above, which may be deemed to be beneficially
owned by FSSI as the general partner of FS Signal II.
<F10> 4,047,500 shares of Common Stock are added to the
10,364,076 shares of Common Stock reported as outstanding in the
September 10-Q and Form 8-K in order to reflect the assumed
exercise of all warrants held by FS Signal and FS Signal II.
<PAGE>
(b) FS Signal has the sole power to vote and dispose of
the 2,980,983 shares of Common Stock owned by it directly and
the 735,000 warrants it owns upon exercise thereof, which
power is exercisable by FSSI as general partner. Penn is the
President of FSSI, and holds the investment and voting power
over any portfolio securities beneficially held by FSSI.
FS Signal II has the sole power to vote and dispose of
the 1,185,799 shares of Common Stock owned by it directly and
the 3,312,500 warrants it owns upon exercise thereof, which
power is exercisable by FS Signal, Inc. as general partner.
Penn is the President of FS Signal, Inc. and holds the
investment and voting power over any portfolio securities
beneficially held by FSSI.
Penn has the sole power to vote and dispose of the
warrants to purchase 300,000 shares of Common Stock directly
owned by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Item 3 above, the Reporting Persons do
not have any contracts, arrangements, understandings or
relationships with any person with respect to any securities of the
Issuer, including but not limited to, any agreements concerning (i)
transfer or voting of any securities of the Issuer, (ii) finder's
fees, (iii) joint ventures, (iv) loan or option arrangements, (v)
puts or calls, (vi) guarantees of profits, (vii) division of
profits or losses, or (viii) the giving or withholding of proxies,
except that there is an understanding by and among FSSI and the
limited partners of both FS Signal and FS Signal II that Penn shall
have and exercise sole voting and investment power over the
portfolios of FS Signal and FS Signal II.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned hereby certifies that
the information set forth in this Schedule 13D is true, complete
and correct.
/s/ Kevin S. Penn
Kevin S. Penn, individually
Date: May 4, 1995
FS SIGNAL ASSOCIATES, L.P.
/s/ Kevin S. Penn, President
Kevin S. Penn, President FS Signal, Inc.
general partner of FS Signal Associates, L.P.
FS SIGNAL ASSOCIATES II, L.P.
/s/ Kevin S. Penn, President
Kevin S. Penn, President FS Signal, Inc.
general partner of FS Signal Associates II, L.P.
FS SIGNAL, INC.
/s/ Kevin S. Penn, President
Kevin S. Penn, President
