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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )*
DAN RIVER INC.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
235774 10 6
(CUSIP Number)
_____________________________
(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)
/ / Rule 13d-1(d)
*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 as 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
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CUSIP NO. 235774 10 6
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only)
Joseph L. Lanier, Jr.
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(2) Check the Appropriate Box if a Member of a Group (A) [ ]
(B) [ X ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States of America
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(5) Sole Voting Power
2,353,220
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(6) Shared Voting Power
0
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(7) Sole Dispositive Power
918,480
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(8) Shared Dispositive Power
0
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(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,353,220
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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
10.1%
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(12) Type of Reporting Person
IN
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1.
(a) Name of Issuer:
Dan River Inc.
(b) Address of Issuer's Principal Executive Offices:
2291 Memorial Drive
Danville, Virginia 24541
Item 2.
(a) Name of Person Filing:
Joseph L. Lanier, Jr.
(b) Address of Principal Business Office or, If None, Residence:
2291 Memorial Drive
Danville, Virginia 24541
(c) Citizenship:
United States of America
(d) Title of Class of Securities:
Class A Common Stock, par value $.01 per share
(e) CUSIP Number:
235774 10 6(2)
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [] Broker or dealer registration under section 15 of the
Act (15 U.S.C. 78o).
(b) [] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [] An investment adviser in accordance with Section
240.13d-1(b)(1)ii)(E);
(f) [] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);<PAGE>
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(h) [] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [] Group, in accordance with section 240.13d-
1(b)(1)(ii)(J).
Not Applicable.
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: 2,353,220 Shares
Note: Includes 2,062,070 shares of the Company's Class B
Common Stock, par value $.01 per share ("Class B Common
Stock"), which are not registered pursuant to Section
12(b) of the Act, but which are convertible, subject to
certain conditions, into a like number of shares of the
Company's Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), CUSIP No. 235774 10 6,
which is registered pursuant to Section 12(b) of the
Act. The Class B Common Stock is entitled to 4.39
votes per share whereas the Class A Common Stock is
entitled to one vote per share. Of the 2,062,070
outstanding shares of Class B Common Stock, 1,213,690
shares are owned by certain members of Mr. Lanier's
family and other members of the Company's senior
management and their families. Mr. Lanier is entitled
to vote these shares pursuant to the terms of a Voting
Agreement dated November 20, 1997 as amended December
16, 1997 (the "Voting Agreement"). Mr. Lanier
disclaims beneficial ownership as to these shares.
Includes 221,050 shares of Class A Common Stock which
Mr. Lanier is contractually obligated to surrender to
the Company upon exercise of certain options held by
certain of the Company's managers and employees. Mr.
Lanier also disclaims beneficial ownership of these
shares.
Includes 70,000 shares of Class A Common Stock which
are subject to presently exercisable options held by
Mr. Lanier.
Stock ownership information is as of December 31, 1998.
(b) Percent of Class: 10.1%
Note: This percentage assumes conver-
sion of all outstanding shares of
Class B Common Stock into Class A
Common Stock on a share for share
basis. The Class B Common Stock <PAGE>
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represents approximately 30% of
the aggregate voting power of
the Company's Common Stock.
(c) Number of shares as to which
such person has:
(i) sole power to vote or
direct to vote: 2,353,220
(See "Note" in Item 4. (a)
above.)
(ii) shared power to vote or
direct the vote 0
(iii) sole power to dispose or
direct the disposition of: 918,480
(iv) shared power to dispose or
direct the disposition of: 0
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 [].
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Included in the shares beneficially owned by Mr. Lanier as listed
under Item 4.(a) and Item 4.(c)(i) are shares beneficially owned by certain
members of the senior management of the Company and their families who are
parties to the Voting Agreement whereby Mr. Lanier has the right to vote
all 1,213,690 shares of Class B Common Stock owned by them. None of these
individuals beneficially owns more than five percent of the outstanding
Common Stock of the Company. Also included are 221,050 shares of Class A
Common Stock which Mr. Lanier is contractually obligated to surrender to
the Company upon exercise of certain stock options held by Company managers
and employees. See "Note" in Item 4.(a) above.
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 the Group:
Not Applicable.<PAGE>
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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.
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<S> <C>
Date: February 8, 1999 /s/ Joseph L. Lanier, Jr.
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Joseph L. Lanier, Jr.
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