SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Innovo Group Inc.
_________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
_________________________
(Title of Class of Securities)
457954 50 1
_________________________
(CUSIP NUMBER)
Jerry Sims, Esq; Sims, Moss, Kline & Davis, LLP
410 Northpark Town Center
Suite 310
Atlanta, Georgia 30328
Telephone 770-481-7200
_________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 13, 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 8 pages. Exhibit index is on page 7.
<PAGE>
SCHEDULE 13D
(AMENDMENT NO. 4)
(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 8 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):
9.9%
______________________________________________________________
14) Type of Reporting Person:
IN
______________________________________________________________
Page 3 of 8 pages.
Item 1. Security and Issuer.
This Amendment No. 4 ("this Amendment" or "Amendment No.
4) to the September 7, 1993 Schedule 13D (the "Original
Schedule 13D") and the September 26, 1993 Amendment
("Amendment No. 1"), the July 22, 1994 Amendment
("Amendment No. 2") and the May 23, 1997 Amendment
("Amendment No. 3") to the original Schedule 13D 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.
This Schedule is filed on behalf of Patricia Anderson-
Lasko, hereinafter referred to as "Ms. Anderson". Ms.
Anderson is the President and a member of the board of
directors of the Company, whose business address is 27
North Main Street, Springfield, Tennessee 37172. Ms.
Anderson is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The fourth and fifth paragraphs of Item 3 are amended to
read as follows:
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
acquired 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
Page 4 of 8 pages.
exercisable. Ms. Anderson exercised the Award on August
4, 1997 with respect to all 4 million shares.
Pursuant to the terms of the Award, Ms. Anderson was
granted the right to purchase up to 4 million shares of
common stock at a price of $.28125 per share. The Award
was exercisable from April 30, 1997 until April 30, 2002,
provided that at the time of any exercise Ms. Anderson
was 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.
Ms. Anderson exercised the Award by delivering a note.
The note is collateralized by the shares purchased
therewith, which shares will be forfeited to the extent
the note is not paid on or before maturity, and is
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 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.
Item 4. Purpose of Transaction
No amendment to this Item 4.
Item 5. Interest in Securities of the Issuer
No amendment to this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On August 13, 1997 the Company issued 6,750,000 shares of
its common stock to a group of investors ("the Smith
Group") comprised of L. E. Smith, Dan Page, J. Eric
Hendrickson and Herb Newton. The purchase by the Smith
Group was made pursuant to a Stock Purchase Agreement
dated August 13, 1997 ("the Stock Purchase Agreement") by
and between the members of the Smith Group, the Company,
Page 5 of 8 pages.
and Ms. Anderson. Under the terms of the Stock Purchase
Agreement, (i) each of the members of the Smith Group
were elected to the Company's board of directors, and
(ii) the Company and the Smith Group agreed that the
Company would nominate the members of the current board
of directors, including the members of the Smith Group,
as the Company's nominees for directors for its next
annual stockholders' meeting. Ms. Anderson is one of the
directors who will be accordingly nominated.
As a condition to the Stock Purchase Agreement, Ms.
Anderson entered into a voting agreement ("the Voting
Agreement") and a resale and right of first refusal
agreement ("the Resale and Right of First Refusal
Agreement") with the Smith Group.
Under the Voting Agreement Ms. Anderson has agreed to
vote, in the manner directed by the Smith Group, such
number of shares of common stock as to which she has sole
voting power as equals one-half of the excess, if any, of
the number of shares of Company common stock as to which
Ms. Anderson has sole voting power over the number of
shares of common stock as to which the Smith Group has
sole or shared voting power. However, Ms. Anderson is
not required to vote any shares as directed by the Smith
Group if the Company's net income, as determined under
generally accepted accounting principles and as reported
in the reports filed by the Company under the Securities
Exchange Act of 1934 ("the 1934 Act"), is for the twelve
month period ending as of the latest fiscal quarter for
which a quarterly report or annual report has been filed
by the Company with the Securities and Exchange
Commission under the 1934 Act as of the applicable voting
date, not greater than (or net loss is not less than) the
net income or loss for the comparable twelve month period
of the prior year. Additionally, Ms. Anderson is not
required to vote as directed by the Smith Group if such
vote would be contrary to a recommendation of the
Company's board of directors. The Voting Agreement has
a term of two years. As of the date of this Amendment,
Ms. Anderson would, under the formula in the Voting
Agreement, not be required to vote any shares as directed
by the Smith Group.
Under the Resale and Right of First Refusal Agreement,
Ms. Anderson agreed that until the later of (i) 90 days
following the termination of her employment or other
affiliation with the Company (except for affiliation
resulting only from the ownership of common stock), or
(ii) one year from the date of the agreement, she would
not reoffer or resell any of the Award Shares, except for
(a) offers and sales of Award Shares up to an aggregate
Page 6 of 8 Pages.
of 500,000 Award Shares during each six month period
commencing with the six month period that begins on the
first anniversary of the agreement, (b) offers and sales
affected through privately negotiated transactions,
provided that the purchaser in any such privately
negotiated transaction agrees to be bound by the terms of
the Resale and Right of First Refusal Agreement,
including such portion of the 500,000 share limit as may
be allocated to it in negotiation between the purchaser
and Ms. Anderson, and (c) a sale of any of the Award
Shares in response to an offer made generally to all
stockholders of the Company in connection with a proposed
or intended acquisition of a controlling interest in the
Company. Ms. Anderson also granted first to the Smith
Group and second to the Company a right of first refusal
to purchase any of the Award Shares that she might
propose to offer or sell, exercisable generally on terms
equal to those of the intended offer or sale.
Item 7. Material to be filed as Exhibits
Exhibit No. Description
1 Common Stock Voting Agreement dated
August 13, 1997 by and between L. E.
Smith, Dan Page, J. Eric Hendrickson
and Herb Newton and Patricia
Anderson-Lasko (incorporated by
reference from Exhibit 10.7 to the
Company's Current Report on From 8-K
dated August 13, 1997 [file 0-
18926])
2 Common Stock Resale and Right of
First Refusal Agreement dated August
13, 1997 by and between L. E. Smith,
Dan Page, J. Eric Hendrickson and
Herb Newton and Patricia Anderson-
Lasko and Innovo Group Inc.
(incorporated by reference from
Exhibit 10.8 to the Company's
Current Report on Form 8-K dated
August 13, 1997 [file 0-18926])
Page 7 of 8 pages.
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: August 25, 1997
/s/ Patricia Anderson-Lasko(L.S.)
______________________________
Patricia Anderson-Lasko
Page 8 of 8 pages.
