UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Guilford Mills, Inc.
(Name of Issuer)
Common Stock, par value $.02 per share
(Title of Class of Securities)
401794 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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>
CUSIP No. 401794 10 2 13G Page 2 of 5 Pages
--------------- --- --
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles A. Hayes
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 992,262.748
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------
6 SHARED VOTING POWER
--------------------------------------------------
7 SOLE DISPOSITIVE POWER
990,295
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
100,000
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,092,262.748
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.51%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Guilford Mills, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
4925 West Market Street
Greensboro, N.C. 27407
Item 2(a). Name of Person Filing:
Charles A. Hayes
Item 2(b). Address or Principal Business Office or, if none, Residence:
4925 West Market Street
Greensboro, N.C. 27407
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $.02 Par Value
Item 2(e). CUSIP Number:
401794 10 2
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned:
1,092,262.748 shares (1)(2)(3)
(b) Percent of Class:
7.51%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote 992,262.748
(1)(2)
(ii) Shared power to vote or direct the vote -0-
(iii) Sole power to dispose or to direct the
disposition of 990,295(1)
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Page 4 of 5 Pages
(iv) Shared power to dispose or to direct the
disposition of 100,000 (3) (4)
(1) Includes 13,750 shares which Mr. Hayes has
the right to acquire, under the Guilford
Mills, Inc. 1991 Stock Option Plan,
beneficial ownership of within 60 days as
specified in Rule 13d-3(d)(1), promulgated
under the Securities Exchange Act of 1934,
as amended.
(2) Includes 1,967.748 shares held in Mr. Hayes'
account pursuant to the Guilford Mills,
Inc. Employee Stock Ownership Plan ("ESOP").
(3) Includes 100,000 shares held in a grantor
retained annuity trust ("GRAT") established
by Mr. Hayes.
(4) Mr. Hayes has neither sole nor shared
dispositive power with respect to shares
held in his ESOP account.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of more than Five Percent on Behalf of Another Person:
Subject to the terms of the GRAT, the trustee has the right to
receive dividends from, and the proceeds from the sale of,
the securities held by the GRAT.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company;
Not Applicable
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
<PAGE>
Page 5 of 5 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.
February 14, 1997
Date
/s/ Charles A. Hayes
Signature
Charles A. Hayes
Name
