SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 5)(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)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|X| Rule 13d-1 (d)
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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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. 36352K 103 Page 2 of 5 pages
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Arthur C. Wiener
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(2) Check the appropriate box if a member of a group (see instructions) (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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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
1,149,700
(6) Shared voting power:
None
(7) Sole dispositive power:
1,149,700
(8) Shared dispositive power:
None
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(9) Aggregate amount beneficially owned by each reporting person.
1,149,700
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
9.3%
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(12) Type of reporting person (see instructions).
IN
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Page 2 of 5
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Item 1(a). Name of Issuer:
GALEY & LORD, INC. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
980 Avenue of the Americas, New York, New York 10018
Item 2(a). Name of Person Filing:
Arthur C. Wiener (the "Reporting Person")
Item 2(b). Address of Principal Business Office or, if None, Residence:
980 Avenue of the Americas, New York, New York 10018
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share (the "Common Stock")
Item 2(e). CUSIP NUMBER:
36352K 103
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or (c) or 13d-2(b),
Check Whether the Person Filing is a:
(a)|_| Broker or dealer registered under Section 15 of the Securities
Exchange Act;
(b)|_| Bank as defined in Section 3(a)(6) of the Securities Exchange Act;
(c)|_| Insurance company as defined in Section 3(a)(19) of the Securities
Exchange Act;
(d)|_| Investment company registered under Section 8 of the Investment
Company Act;
(e)|_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)|_| An employee benefit plan in accordance with Rule
13d-1(b)(1)(ii)(F);
(g)|_| A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h)|_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i)|_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j)|_| A group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. |_|
Page 3 of 5
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Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,149,700 (1) (2)
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(b) Percent of class:
9.3%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,149,700 (1) (2)
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(ii) Shared power to vote or to direct the vote
None
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(iii) Sole power to dispose or to direct the disposition of
1,149,700 (1)
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(iv) Shared power to dispose or to direct the disposition of
None
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Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d)(1).
(1) Includes 531,700 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 the Reporting Person and his
immediate family members.
(2) 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. Two designees of CVC
are currently serving as directors of the Issuer. The Reporting Person
intends to vote all shares owned by him for the election of CVC's
designees as directors.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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
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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.
February 10, 1999
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(Date)
By: /s/ Arthur C. Wiener
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Name: Arthur C. Wiener
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