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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)1
GALEY & LORD, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
36352K 103
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(CUSIP Number)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 4 pages
<PAGE>
CUSIP No. 36352K 103 13G Page 2 of 4 Pages
------------ --- ---
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARTHUR C. WIENER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
NUMBER OF
925,700 Shares
SHARES --------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY -------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 925,700 Shares
--------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,700 Shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.78%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
<PAGE>
Item 1.
(a) The name of the issuer is Galey & Lord, Inc. (the "Issuer").
(b) The address of Issuer's principal executive office is
980 Avenue of the Americas, New York, New York 10018.
Item 2.
(a)(b)(c) This report is being filed by Arthur C.
Wiener, a United States citizen whose
business address is 980 Avenue of the
Americas, New York, New York 10018 (the
"Reporting Person").
(d)(e) The report covers the Issuer's Common Stock,
$.01 par value (the "Common Stock"). The
CUSIP number of the Common Stock is 36352K
103.
Item 3.
Not applicable.
Item 4. Ownership
(a) As of December 31, 1996, the Reporting Person
beneficially owned 925,700 shares (the "Shares") of
Common Stock, which includes 325,700 shares of Common
Stock subject to currently exercisable stock options.
(b) As of December 31, 1996, the Issuer had outstanding
11,576,841 shares of Common Stock and the Shares
represented 7.78% of the outstanding shares of Common
Stock.
(c) Number of shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote -- 925,700
shares;
(ii) shared power to vote or to direct the vote
-- none;
(iii) sole power to dispose or direct the disposition
of -- 925,700 shares; and
(iv) shared power to dispose or to direct the
disposition of -- none.
In May 1992, the Issuer, Citicorp Venture Capital,
Ltd., a New York corporation ("CVC"), and the Reporting Person
entered into an agreement, under which, if requested by CVC,
the Issuer will use its best efforts to cause a designee of
CVC to be nominated as a director of the Issuer and the
Reporting Person will vote all shares owned by him in favor of
CVC's designee. Such agreement will terminate on the earlier
of its tenth anniversary or the date on which CVC beneficially
owns fewer than 20% of the outstanding shares of Common Stock
and nonvoting common stock of the Issuer. In addition,
pursuant to the agreement, CVC also has the right to appoint
an observer who will be permitted to attend all meetings of
the Board of Directors of the Issuer and its Committees. A
designee of CVC is currently serving as a director of the
Issuer. The Reporting Person intends to vote all shares owned
by him for the election of CVC's designee as a director.
Page 3 of 4 pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on By The Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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.
Date: January 22, 1997
/s/ Arthur C. Wiener
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Signature
Arthur C. Wiener
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Name
Page 4 of 4 pages
