<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
GALEY & LORD, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
36353K-10-3
(CUSIP Number)
Lance C. Balk
Kirkland & Ellis
153 East 53rd Street
New York, NY 10022
(212) 446-4940
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 17, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7)
<PAGE> 2
CUSIP No. 36352K-10-3 13D Page 2 of 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citicorp Venture Capital, Ltd.
13-2598089
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,556,102
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,556,102
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,556,102
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.67%
14 TYPE OF REPORTING PERSON*
CO
<PAGE> 3
CUSIP No. 36352K-10-3 13D Page 3 of 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citibank, N.A.
13-5266470
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,556,102
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,556,102
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,556,102
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.67%
14 TYPE OF REPORTING PERSON*
BK
<PAGE> 4
CUSIP No. 36352K-10-3 13D Page 4 of 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citicorp
06-1515595
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,556,102
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,556,102
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,556,102
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.67%
14 TYPE OF REPORTING PERSON*
HC
(Page 4 of 7)
<PAGE> 5
CUSIP No. 36352K-10-3 13D Page 5 of 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,558,735
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
5,558,735
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,558,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.70 %
14 TYPE OF REPORTING PERSON*
HC
(Page 5 of 7)
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This Amendment No. 5 to Schedule 13D ("Amendment No. 5")
amends the 13D originally filed on April 2, 1999, as amended by Amendment No. 1
to Schedule 13D filed on May 25, 1999, Amendment No. 2 to Schedule 13D filed on
June 22, 1999, Amendment No. 3 to Schedule 13D filed on August 6, 1999 and
Amendment No. 4 to Schedule 13D filed on September 9, 1999, with the Securities
and Exchange Commission pursuant to Rule 13d-1 of the Securities Exchange Act of
1934, as amended.
This Amendment No. 5 relates to the Common Stock, par value
$.01 per share of (the "Common Stock"), of Galey & Lord, Inc., a Delaware
corporation ("Issuer"). Amendment No. 5 is being filed due to the purchase by
Citicorp Venture Capital, Ltd. ("CVC") of a certain number of shares of the
Issuer's Common Stock.
Item 5(a)-(b) is hereby amended in its entirety as follows:
(a)-(b) As of the close of business on September 17, 1999, CVC
beneficially owns 5,556,102 shares of Common Stock, representing approximately
46.67% of the outstanding shares of such class, of which it has shared voting
power and dispositive power. Citibank and Citicorp, exclusively through their
holding company structures, also both beneficially own the same 5,556,102 shares
of Common Stock, representing approximately 46.67% of the outstanding shares of
such class as to which each has shared voting and dispositive powers. Citigroup,
through its direct and indirect subsidiaries (including those described in the
second paragraph of Item 4) beneficially owns 5,558,735 shares of Common Stock
representing approximately 46.7% of the outstanding shares of such class as to
which it has shared voting and dispositive powers.
Item 5(c) is hereby amended by adding the following sentences
to the end of the paragraph:
On September 9, 1999, CVC acquired 40,000 shares of Common
Stock for an average price of $4.00 per share in the public market. On September
10, 1999, CVC acquired 8,000 shares of Common Stock for an average price of
$3.9375 per share in the public market. On September 13, 1999, CVC acquired
15,000 shares of Common Stock for an average price of $3.946 per share in the
public market. On September 14, 1999, CVC acquired 5,000 shares of Common Stock
for an average price of $3.80 per share in the public market. On September 15,
1999, CVC acquired 3,900 shares of Common Stock for an average price of $3.80
per share in the public market. On September 17, 1999, CVC acquired 200,000
shares of Common Stock for an average price of $3.30 per share in the public
market.
(Page 6 of 7)
<PAGE> 7
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.
Dated: September 21, 1999
CITICORP VENTURE CAPITAL, LTD.
By: /s/ Lauren Connelly
------------------------------------
Name: Lauren Connelly
Title: Vice President
CITIBANK, N.A.
By: /s/ Kenneth Cohen
------------------------------------
Name: Kenneth Cohen
Title: Vice President & Assistant Secretary
CITICORP
By: /s/ Kenneth Cohen
------------------------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP INC.
By: /s/ Gail Wilson
------------------------------------
Name: Gail Wilson
Title: Assistant Secretary
(Page 7 of 7)
