SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)
AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 4)1
GALEY & LORD, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
36352K 103
- --------------------------------------------------------------------------------
(CUSIP Number)
- --------
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
---------- --- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARTHUR C. WIENER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 976, 700 Shares
-------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
-------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 976,700 Shares
-------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,700 Shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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, 1997, the Reporting Person beneficially
owned 976,700 shares (the "Shares") of Common Stock, which
includes 378,700 shares of Common Stock subject to currently
exercisable stock options and 8,000 shares held by the
Wiener Foundation, a not-for-profit corporation controlled
by Mr. Wiener and his immediate family members.
(b) As of December 31, 1997, the Issuer had outstanding
11,644,490 shares of Common Stock and the Shares represented
8.1% 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 -- 976,700
shares;
(ii) shared power to vote or to direct the vote --
none;
(iii) sole power to dispose or direct the disposition
of -- 976,700 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 beliefs, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1998
/s/Arthur C. Wiener
-------------------
Signature
Arthur C. Wiener
----------------
Name
Page 4 of 4 pages
