<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 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)
May 21, 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 8)
<PAGE> 2
CUSIP No. 36352K-10-3 13D Page 2 of 8 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 4,867,502
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
4,867,502
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,867,502
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.08%
14 TYPE OF REPORTING PERSON*
CO
(Page 2 of 8)
<PAGE> 3
CUSIP No. 36352K-10-3 13D Page 3 of 8 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 4,867,502
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,867,502
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,867,502
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.08%
14 TYPE OF REPORTING PERSON*
BK
(Page 3 of 8)
<PAGE> 4
CUSIP No. 36352K-10-3 13D Page 4 of 8 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 4,867,502
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,867,502
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,867,502
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.08%
14 TYPE OF REPORTING PERSON*
HC
(Page 4 of 8)
<PAGE> 5
CUSIP No. 36352K-10-3 13D Page 5 of 8 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 4,879,935
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,879,935
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,879,935
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.18%
14 TYPE OF REPORTING PERSON*
HC
(Page 5 of 8)
<PAGE> 6
This Amendment No. 1 to Schedule 13D ("Amendment No. 1")
amends the 13D originally filed on April 2, 1999 with the Securities and
Exchange Commission pursuant to Rule 13d-1 of the Securities Exchange Act of
1934, as amended.
This Amendment No. 1 relates to the Common Stock, par value
$.01 per share of (the "Common Stock"), of Galey & Lord, Inc., a Delaware
corporation ("Issuer"). Amendment No. 1 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, and to amend the list of CVC officers and directors on
Schedule A.
Item 5(a)-(b) is hereby amended in its entirety as follows:
(a)-(b) As of the close of business on May 21, 1999, CVC
beneficially owns 4,867,502 shares of Common Stock, representing approximately
41.08% 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 4,867,502 shares
of Common Stock, representing approximately 41.08% 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 4,879,935 shares of Common Stock
representing approximately 41.18% 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 May 5, 1999, CVC acquired 5,000 shares of Common Stock for
$4.4363 per share in the public market. On May 7, 1999, CVC acquired 111,000
shares of Common Stock for $4.138514 per share in the public market. On May 21,
1999, CVC acquired 30,000 shares of Common Stock for $4.125 per share in the
public market.
Schedule A is hereby amended in its entirety as follows:
(Page 6 of 8)
<PAGE> 7
SCHEDULE A
Executive Officers and Directors
of
Citicorp Venture Capital, Ltd.
The names of the Directors and the names and title of the
Executive officers of Citicorp Venture Capital, Ltd. and their business
addresses and principal occupations are set forth below. Unless otherwise
indicated, each individual is a United States citizen. If no address is given,
the director's or officer's business address is 399 Park Avenue, New York, New
York 10043. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to such individual's position with Citicorp Venture
Capital, Ltd.
Name Title and Citizenship Principal Occupation and Business Address
- -------------------------- -----------------------------------------
Michael T. Bradley Vice President
William T. Comfort Chairman and Director
Richard M. Cashin President
Lauren M. Connelly Vice President & Secretary
Charles E. Corpening Vice President
Michael A. Delaney Vice President
Ann Goodbody Director
Ian D. Highet Vice President
David Y. Howe Vice President
Thomas Jones Director
Byron L. Knief Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President
M. Saleem Muqaddam Vice President
Thomas H. Sanders Vice President
Paul C. Schorr Vice President
Helene B. Shavin Vice President & Assistant Secretary
Joseph M. Silvestri Vice President
David F. Thomas Vice President
James A. Urry Vice President
John D. Weber Vice President
Marc Weill Director
(Page 7 of 8)
<PAGE> 8
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: May 25, 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 8 of 8)
