SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Innovo Group Inc.
_________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
_________________________
(Title of Class of Securities)
457954 50 1
_________________________
(CUSIP NUMBER)
Patrick Daugherty, Esq.; Nelson, Mullins, Riley & Scarborough;
NationsBank Corporate Center, Suite 3350, 101 North
Tryon Street, Charlotte, NC 28244;
Telephone (704) 417-3101
_________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 23, 1997
_________________________
(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 [ ].
Check the following box if a fee is being paid with this statement
[ ].
Page 1 of 9 pages. Exhibit index is on page 8.
SCHEDULE 13D
(AMENDMENT NO. 3)
(Cover Page -- Part II)
CUSIP NO. 457954 50 1
_________________________________________________________________
1) Name of Reporting Person/S.S. or I.R.S. Identification
No. of Above Person:
Patricia Anderson-Lasko
________________________________________________________________
2) Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds:
OO and PF. See Item 3.
________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e): [ ]
_______________________________________________________________
6) Citizenship or Place of Organization:
Tennessee
______________________________________________________________
Number of Shares 7) Sole Voting Power:
Beneficially Owned 4,282,007
by Each Reporting ________________________________
Person With 8) Shared Voting Power:
79,432
________________________________
9) Sole Dispositive Power:
4,282,007
________________________________
10) Shared Dispositive Power:
79,432
________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,361,439 shares
______________________________________________________________
Page 2 of 9 pages<PAGE>
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
______________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
12.4%
______________________________________________________________
14) Type of Reporting Person:
IN
______________________________________________________________
Page 3 of 9 pages.
Item 1. Security and Issuer.
This Amendment No. 3 ("this Amendment" or "Amendment No.
3) to the September 7, 1993 Schedule 13D (the "Original
Schedule 13D") and the September 26, 1993 Amendment to
the original Schedule 13D ("Amendment No. 1") and the
July 22, 1994 Amendment ("Amendment No. 2") of Patricia
Anderson-Lasko (hereinafter referred to as "Ms.
Anderson"), is filed with respect to the common stock,
par value $.01 per share (the "Common Stock"), of Innovo
Group Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at
27 North Main Street, Springfield, Tennessee 37172.
Item 2. Identity and Background.
No amendment to this Item 2.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to read as follows:
Ms. Anderson acquired, on August 23, 1993, the right to
any shares remaining from 38,764 shares of Common Stock
(the "Pledged Shares") held by the GEM Group Incorporated
("GEM") as security for the indebtedness of the Company
to GEM. Through December 23, 1993, GEM had disposed of
all but 15,700 of the pledged shares. On December 23,
1993, the Company reached an agreement with GEM which
provided, in part, that such 15,700 shares (the
"Remaining Pledged Shares") were to be held as security
against a note (the "GEM Note") in the amount of
$300,000, due June 1, 1994, given by the Company to GEM
in partial settlement of its obligations to GEM. During
fiscal 1995 GEM received the proceeds from its sale of
15,700 Remaining Pledged Shares and applied such amounts
to reduce the balance owed to it by the Company. The
Company issued Ms. Anderson 15,700 shares (the
"Replacement Shares") to replace the Remaining Pledged
Shares.
On September 29, 1993, the Company authorized the
issuance of 46,307 shares (the "Exchanged Shares") of
Common Stock, coupled with an option to sell the
Exchanged Shares to the Company, to Ms. Anderson,
together with $.32 in cash, in consideration for the
cancellation of the Company's indebtedness in the amount
of $347,302.82 owed to Ms. Anderson. The option to sell
the Exchanged Shares to the Company expired in April,
1995.
Page 4 of 9 pages.
The 4,361,439 shares of common stock reported by this
Amendment as beneficially owned by Ms. Anderson include
79,432 shares owned by DWL International (the "DWL
Shares"). Under the rules of the Commission, Ms.
Anderson may be deemed to have shared voting and
dispositive power with respect to the DWL Shares because
Ms. Anderson's spouse owns a controlling interest in, and
is an executive officer of, DWL International.
The 4,361,439 shares of common stock reported by this
Amendment as beneficially owned by Ms. Anderson include
4 million shares ("the Award Shares") which Ms. Anderson
has the right to acquire pursuant to a Stock Purchase
Right Award ("the Award") made to her in February, 1997.
The Award was made at a time when the Company did not
have any material number of authorized but unissued or
otherwise unreserved shares of common stock and was
subject to a condition that limited Ms. Anderson's
exercise to such number of shares of common stock as were
authorized but unissued or otherwise unreserved until
such time as the Company's stockholders approved, and the
Company took such other actions as were necessary, to
increase the number of authorized shares of common stock.
The stockholders of the Company approved an increase in
the number of authorized shares of common stock, to 70
million, on April 4, 1997, and on May 23, 1997 the
Company completed the filing of an amended Certificate of
Incorporation to reflect the increase. Accordingly, on
May 23, 1997, the Company reserved from its unissued
common stock 4 million shares of common stock for
issuance upon Ms. Anderson' exercise, if any, of the
Award, and the Award became exercisable.
Pursuant to the terms of the Award, Ms. Anderson has been
granted the right to purchase up to 4 million shares of
common stock at a price of $.28125 per share. The Award
is exercisable from April 30, 1997 until April 30, 2002,
provided that at the time of any exercise Ms. Anderson is
still employed by the Company. Under the terms of the
Award Ms. Anderson may pay for any shares purchased by
the delivery of (i) cash or (ii) a non-recourse
promissory note, bearing no interest, due April 30, 2002.
A note, if delivered, would be collateralized by the
shares purchased therewith, which shares would be
forfeited to the extent the note is not paid on or before
maturity, and would be payable (including prepayable) in
whole or in part, by the delivery to the Company of (i)
cash payment or (ii) other shares of the common stock
that Ms. Anderson has owned for a period of at least six
months, which shares would be credited against the note
on the basis of the closing bid price for the Company's
common stock on the date of delivery. The Award is fully
Page 5 of 9 pages.
vested, is exercisable until April 30, 2002 so long as
Ms. Anderson remains employed by the Company, and is
exercisable for a period of 30 days following a
termination of Ms. Anderson's employment by reason of her
death or disability. The termination of Ms. Anderson's
employment would not affect her rights to any shares
already purchased pursuant to the Award, including the
right to vote and receive dividends or distributions with
respect to those shares, including any shares
collateralizing any unpaid note, except that any
dividends or distributions made with respect to shares
collateralizing any unpaid note will be held in the
escrow to be established for such shares and note until
such time, if any, as such note is paid.
The remaining 220,000 shares ("the Original Shares") were
acquired from the Company in an August 1990 share
exchange with a predecessor of the Company. The
consideration paid by Ms. Anderson for the Original
Shares consisted of common stock issued by the Company's
predecessor.
Item 4. Purpose of Transaction
Item 4 is amended to refer to the 4,361,439 shares of
Common Stock reported by this Amendment.
Item 5. Interest in Securities of the Issuer
Item 5 is amended to read as follows:
The 4,361,439 shares constitute approximately 12.4% of
the Common Stock outstanding at the date of filing this
Amendment.
Except as set forth below and as described in Item 3 of
Amendment No. 2, Amendment No. 1 and the Original
Schedule 13D, Ms. Anderson has not effected any
transactions in the common stock during the past 60 days:
(a) On May 25, 1997 the Award became exercisable as
described in Item 4.
The following sets forth a reconciliation of the shares
reported as beneficially owned in this Amendment No. 3 to
the amounts reported as beneficially owned in Amendment
No. 2.
Page 6 of 9 pages.<PAGE>
<TABLE>
<CAPTION>
Sole Shared Sole Shared Total
Voting Voting Dispositive Dispositive Beneficial
Power Power Power Power Ownership
As reported in
Amendment No.
2, adjusted
for June, 1995
</CAPTION>
<S> <C> <C> <C> <C> <C>
reverse split 457,007 79,742 357,007 79,432 536,439
Loss of Financed
Shares (75,000) (75,000) (75,000)
Sale by Bauman of
Bauman shares (100,000) (100,000)
Award Shares 4,000,000 4,000,000 4,000,000
_______________________________________________________________
As reported in
this Amendment
No. 3 4,282,007 79,742 4,282,007 79,432 4,361,439
</TABLE>
The Financed Shares (as defined in Amendment No. 2) were
purchased by Ms. Anderson in August, 1993 in
consideration for a non-recourse note ("the Note")
collateralized by the Financed Shares. Ms. Anderson
elected not to pay the Note when due, as a result of
which the Financed Shares were surrendered to the holder
of the Note.
The shares reported and beneficially owned in Amendment
No. 2 included shares owned by Jerome Bauman ("the Bauman
Shares"), which Ms. Anderson had the right to vote while
owned by him. Mr. Bauman sold the Bauman shares in 1995
and 1996, as a result of which Ms. Anderson no longer has
voting power with respect to such shares.
Ms. Anderson has sole voting and dispositive power over
the shares, except as described in Item 3 as amended by
this Amendment No. 3.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is amended to delete the third paragraph in the
Original Schedule, as amended in Amendment No. 2.
Item 6 is amended to delete the references to the Bauman
shares added in Amendment No. 2.
Page 7 of 9 pages.<PAGE>
Item 7. Material to be filed as Exhibits
None.
Page 8 of 9 pages.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: July 3, 1997
/s/ Patricia Anderson-Lasko(L.S.)
______________________________
Patricia Anderson-Lasko
Page 9 of 9 pages.
