<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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)
June 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)
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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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,998,702
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
4,998,702
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,998,702
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.00%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,998,702
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
4,998,702
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,998,702
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.00%
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,998,702
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
4,998,702
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,998,702
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.00%
14 TYPE OF REPORTING PERSON*
HC
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,008,535
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
5,008,535
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,008,535
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.08%
14 TYPE OF REPORTING PERSON*
HC
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This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the 13D
originally filed on April 2, 1999, as amended by Amendment No. 1 to Schedule 13D
filed on May 25, 1999, with the Securities and Exchange Commission pursuant to
Rule 13d-1 of the Securities Exchange Act of 1934, as amended.
This Amendment No. 2 relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of Galey & Lord, Inc., a Delaware corporation
("Issuer"). Amendment No. 2 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 June 17, 1999, CVC beneficially
owns 4,998,702 shares of Common Stock, representing approximately 42.00% 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 4,998,702 shares of
Common Stock, representing approximately 42.00% 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 5,008,535 shares of Common Stock
representing approximately 42.08% 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 June 3, 1999, CVC acquired 10,000 shares of Common Stock for $4.125
per share in the public market. On June 4, 1999, CVC acquired 30,400 shares of
Common Stock for $4.125 per share in the public market. On June 8, 1999, CVC
acquired 10,000 shares of Common Stock for $4.00 per share in the public market.
On June 9, 1999, CVC acquired 5,000 shares of Common Stock for $3.875 per share
in the public market. On June 10, 1999, CVC acquired 12,300 shares of Common
Stock for $3.7871 per share in the public market. On June 11, 1999, CVC acquired
48,500 shares of Common Stock for $3.50 per share in the public market. On June
17, 1999, CVC acquired 15,000 shares of Common Stock for $3.25 per share in the
public market.
Page 6 of 7 Pages
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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: June 22, 1999
CITICORP VENTURE CAPITAL, LTD.
By: /s/ Helene B. Shavin
-------------------------------------------
Name: Helene B. Shavin
Title: Vice President & Assistant Secretary
CITIBANK, N.A.
By: /s/ Glenn S. Gray
-------------------------------------------
Name: Glenn S. Gray
Title: Vice President & Assistant Secretary
CITICORP
By: /s/ Glenn S. Gray
-------------------------------------------
Name: Glenn S. Gray
Title: Assistant Secretary
CITIGROUP INC.
By: /s/ Glenn S. Gray
-------------------------------------------
Name: Glenn S. Gray
Title: Assistant Secretary
Page 7 of 7 Pages
