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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
SIGNAL APPAREL COMPANY, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
9460486
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(CUSIP Number)
Mr. Paul R. Greenwood
Walsh, Greenwood & Co.
One East Putnam Avenue
Greenwich, Connecticut 06830
(203) 863-8400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 7, 1997
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(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 / /.
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).
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SCHEDULE 13D
CUSIP No. 9460486
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walsh, Greenwood & Co. (IRS No. 13-2994695)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
8,952,349
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 8,952,349
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,952,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.5%
14 TYPE OF REPORTING PERSON*
BD-PN
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*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
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 9460486
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Walsh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
8,952,349
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 8,952,349
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,952,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.5%
14 TYPE OF REPORTING PERSON*
IN
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*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
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 9460486
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul R. Greenwood
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
8,952,349
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 8,952,349
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,952,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.5%
14 TYPE OF REPORTING PERSON*
IN
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*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
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 9460486
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WGI, LLC (IRS No. 061495254)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
8,163,549
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 8,163,549
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,952,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.5%
14 TYPE OF REPORTING PERSON*
PN
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*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
ATTESTATION.
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This Amendment No. 9 ("Amendment No. 9") to the Schedule 13D originally
filed by the Reporting Persons (as defined in the Schedule 13D, as hereinafter
defined), with the Securities and Exchange Commission on February 1, 1994 (the
"Schedule 13D"), as amended by Amendment No. 1 filed on August 22, 1994,
Amendment No. 2 filed on December 8, 1994, Amendment No. 3 filed on January 20,
1995, Amendment No. 4 filed on May 10, 1995, Amendment No. 5 filed on December
20, 1995, Amendment No. 6 filed on February 10, 1996, Amendment No. 7 filed on
April 11, 1996, and Amendment No. 8 filed on September 27, 1996 relates to the
common stock, par value $.01 per share (the "Common Stock"), of Signal Apparel
Company, Inc., an Indiana corporation (the "Issuer" or "Signal"), the principal
executive offices of which are located at 537 Market Street, Suite 403,
Chattanooga, Tennessee 37402. Unless otherwise indicated, all terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby restated in its entirety by
substituting the following:
(a) This Amendment No. 9 is being filed by Walsh, Greenwood & Co., a
New York limited partnership ("Walsh Greenwood"), Stephen Walsh ("Walsh"), Paul
R. Greenwood ("Greenwood"), and WGI, LLC, a Connecticut limited liability
company ("WGI"). Walsh Greenwood, Walsh, Greenwood and WGI are referred to
herein collectively as the "Reporting Persons."
(b-c)
Walsh Greenwood
Walsh Greenwood is a New York limited partnership whose principal
business consists of effecting transactions in securities for its own account.
The principal business address of Walsh Greenwood, which also serves as its
principal office, is One East Putnam Avenue, Greenwich, Connecticut 06830. The
Amended and Restated Agreement (the "Walsh Greenwood Partnership Agreement")
provides that, with certain exceptions, the authority to make the management,
operation and policy decisions of Walsh Greenwood is vested exclusively in its
general partners and that all decisions as to the management, operation and
policy of Walsh Greenwood shall be made by the vote of a majority in interest of
the general partners. Notwithstanding the foregoing, any decision as to the
purchase or sale of a security may be made by one general partner, so long as
such transaction falls within policies established by a majority in interest of
the general partners. Pursuant to Instruction C to Schedule 13D of Regulation
13D under the Securities Exchange Act of 1934, as amended, information with
respect to the general partners of Walsh Greenwood is set forth herein.
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Walsh
Walsh is a general partner of Walsh Greenwood and maintains a business
address at 3333 New Hyde Park Road, North Hills, New York 11040.
Greenwood
Greenwood is a general partner of Walsh Greenwood and maintains a
business address at One East Putnam Avenue, Greenwich, Connecticut 06830.
WGI
WGI is a Connecticut limited liability company created in 1997. Its
managers are Walsh and Greenwood. WGI's principal office and place of business
is One East Putnam Avenue, Greenwich, CT 06830.
(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 Schedule 13D is a
citizen of the United States of America.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby restated in its entirety by
substituting the following:
(a) As of the date hereof, the Reporting Persons may be deemed to be
the beneficial owners of 8,952,349 shares of Common Stock(1), constituting
approximately 52.5% of the
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(1) Such 8,952,349 shares of Common Stock consist of (i) 7,818,549
shares of Common Stock directly owned by WGI; (ii) 788,800 shares of Common
Stock owned directly by Walsh Greenwood (all of which are held in the Managed
Accounts); and (iii) 345,000 shares of Common Stock issuable upon exercise of
the WG 1993 Warrant held by WGI.
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17,063,240 shares of Common Stock which were outstanding as of November 3, 1997
as reported by the Issuer to the Reporting Persons(2).
As of the date hereof, Walsh Greenwood, and Walsh and Greenwood,
individually, may be deemed to beneficially own 8,952,349 shares of Common
Stock(3), constituting approximately 52.5% of the 17,063,240 shares of Common
Stock outstanding(4).
As of the date hereof, WGI is the beneficial owner of 8,163,549 shares
of Common Stock(5), constituting approximately 47.8% of the 17,063,240 shares of
Common Stock outstanding(6).
Item 5(b) of the Schedule 13D is hereby restated in its entirety by
substituting the following:
(b) Walsh Greenwood has the sole power to vote and dispose of the
788,800 shares of Common Stock it directly owns (which shares are held by Walsh
Greenwood on behalf of the Managed Accounts over which Walsh Greenwood has the
power to vote and dispose of but does not have a pecuniary interest therein).
WGI has the sole power to vote and dispose of (i) the 7,818,549 shares of Common
Stock it directly owns, which power is exercisable by its managers
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(2) 345,000 and 4,630,000 shares of Common Stock are added to the
12,433,240 shares of Common Stock reported by the Issuer as outstanding as of
November 3, 1997 in order to reflect the assumed exercise of the WG 1993
Warrant, which is exercisable within 60 days, and the warrants exercised by the
Reporting Persons, respectively.
(3) Such 8,952,349 shares of Common Stock consists of (i) 7,818,549
shares of Common Stock directly owned by WGI; (ii) 788,800 shares of Common
Stock directly owned by Walsh Greenwood (all of which are held in the Managed
Accounts); and (iii) 345,000 shares of Common Stock owned by WGI Trading
pursuant to the WG 1993 Warrant.
(4) 345,000 and 4,630,000 shares are added to the 12,433,240 shares of
Common Stock reported by the Issuer as outstanding as of November 3, 1997 in
order to reflect the assumed exercise of the WG 1993 Warrant, which is
exercisable within 60 days, and the warrants exercised by the Reporting Persons,
respectively.
(5) Such 8,163,549 shares consist of the 7,818,549 shares of Common
Stock directly owned by WG Trading and 345,000 WG 1993 Warrant Shares.
(6) 345,000 and 4,630,000 shares are added to the 12,433,240 shares of
Common Stock reported by the Issuer as outstanding as of November 3, 1997 in
order to reflect the assumed exercise of the WG 1993 Warrant, which is
exercisable within 60 days, and the warrants exercised by the Reporting Persons,
respectively.
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Walsh and Greenwood, and (ii) the 345,000 shares of Common Stock owned by it
directly pursuant to the WG 1993 Warrant upon exercise thereof, which power is
exercisable by its managers Walsh and Greenwood. Each of Walsh and Greenwood, in
his capacity as a general partner of Walsh Greenwood and a manager of WGI, would
share in the power to vote and direct the disposition of the shares of Common
Stock owned by each of Walsh Greenwood and WGI.
Item 5(c) of the Schedule 13D is hereby restated in its entirety by
substituting the following:
(c) On November 7, 1997, the Reporting Persons exercised warrants to
purchase 4,630,000 shares of Common Stock.
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Signatures
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.
/s/ Paul R. Greenwood
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Paul R. Greenwood, on his own behalf and
as attorney-in-fact for each of the other
Reporting Persons named in this
Amendment
Dated: December 10, 1997
