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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),(c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
PARAGON TRADE BRANDS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
69912K107
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(CUSIP Number)
JANUARY 26, 1999
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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)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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 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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SCHEDULE 13G
CUSIP NO. 69912K107 PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 965,200
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
965,200
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
965,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.08%
12 TYPE OF REPORTING PERSON
PN**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
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SCHEDULE 13G
CUSIP NO. 69912K107 PAGE 3 OF 6 PAGES
13 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
14 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
15 SEC USE ONLY
16 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
17 SOLE VOTING POWER
NUMBER OF 965,200
SHARES
BENEFICIALLY 18 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 19 SOLE DISPOSITIVE POWER
WITH
965,200
20 SHARED DISPOSITIVE POWER
0
21 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
965,200
22 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
23 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.08%
24 TYPE OF REPORTING PERSON
IN**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
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Page 4 of 6
Item 1(a). Name of Issuer: Paragon Trade Brands, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
180 Technology Parkway, Norcross, Georgia 30092
Item 2(a). Name of Person Filing:
Appaloosa Management L.P. and David A. Tepper
Item 2(b). Address of Principal Business Office or, if None, Residence:
Appaloosa Management L.P., 26 Main Street, Chatham, New Jersey
07928
David A. Tepper, c/o Appaloosa Management L.P., 26 Main
Street, Chatham, New Jersey 07928
Item 2(c). Citizenship:
Appaloosa Management L.P. - Delaware
David A. Tepper - United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number: 69912K107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable. This statement is filed pursuant to 13d-1(c).
Item 4. OWNERSHIP:
(a) 965,200
(b) 8.08%
(c) (i) sole voting power: 965,200
(ii) shared voting power: 0
(iii) sole dispositive power: 965,200
(iv) shared dispositive power: 0
*Appaloosa Management L.P. ("AMLP") is the general partner of Appaloosa
Investment Limited Partnership I, the investment advisor to Palomino Fund Ltd.,
and the managing member of Tersk LLC, which are the holders of record of the
reported securities (419,947, 491,765 and 53,488 shares, respectively). David A.
Tepper ("DAT") is the sole stockholder and president of Appaloosa Partners Inc.
("API"). API is the general partner of AMLP and DAT owns a majority of the
limited partnership interests of AMLP.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
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Page 5 of 6
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than David A. Tepper and Appaloosa Management L.P. have
the right to receive dividends from, or the proceeds from the sale of,
the reported securities. None of these persons has the right to direct
such dividends or proceeds.
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:
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
February 5, 1999
APPALOOSA MANAGEMENT L.P.
By: Appaloosa Partners Inc.
Its: General Partner
By: /s/ David A. Tepper
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David A. Tepper
President
DAVID A. TEPPER
/s/ David A. Tepper
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Page 6 of 6
Exhibit Index
Exhibit 99.1 - Joint Filing Agreement
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons or entities named below each hereby agrees that
the Schedule 13G filed herewith and any amendments thereto relating to the
acquisition of Common Stock of Paragon Trade Brands, Inc. is filed jointly on
behalf of each such person; provided, however, each person or entity named below
is not responsible for the completeness or accuracy of the information
concerning the other persons or entities filing the Schedule 13G.
Dated: February 5, 1999
APPALOOSA MANAGEMENT L.P.
By: Appaloosa Partners Inc.
Its: General Partner
By: /s/ David A. Tepper
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David A. Tepper
President
DAVID A. TEPPER
/s/ David A. Tepper
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