-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FC9YYz82Vv4GFvSPdl0QYXlqwgxIlAU6V7Tw44PQQHKK94ZXjlojrLsJ8+xArEqp gfVu3GSWYM2En7b8+rlt3Q== 0000950123-99-005816.txt : 19990623 0000950123-99-005816.hdr.sgml : 19990623 ACCESSION NUMBER: 0000950123-99-005816 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990622 GROUP MEMBERS: CITIBANK, N.A. GROUP MEMBERS: CITICORP GROUP MEMBERS: CITICORP VENTURE CAPITAL, LTD. GROUP MEMBERS: CITIGROUP INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GALEY & LORD INC CENTRAL INDEX KEY: 0000884124 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 561593207 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43164 FILM NUMBER: 99649787 BUSINESS ADDRESS: STREET 1: 980 AVENUE OF THE AMERICA CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2124653000 MAIL ADDRESS: STREET 1: 980 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 250 WEST ST STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 250 WEST ST STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) GALEY & LORD, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 36353K-10-3 (CUSIP Number) Lance C. Balk Kirkland & Ellis 153 East 53rd Street New York, NY 10022 (212) 446-4940 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7) 2 CUSIP No. 36352K-10-3 13D Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citicorp Venture Capital, Ltd. 13-2598089 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,998,702 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 4,998,702 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,998,702 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.00% 14 TYPE OF REPORTING PERSON* CO 3 CUSIP No. 36352K-10-3 13D Page 3 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citibank, N.A. 13-5266470 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,998,702 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 4,998,702 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,998,702 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.00% 14 TYPE OF REPORTING PERSON* BK 4 CUSIP No. 36352K-10-3 13D Page 4 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citicorp 06-1515595 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,998,702 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 4,998,702 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,998,702 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.00% 14 TYPE OF REPORTING PERSON* HC 5 CUSIP No. 36352K-10-3 13D Page 5 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,008,535 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 10 SHARED DISPOSITIVE POWER 5,008,535 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,008,535 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.08% 14 TYPE OF REPORTING PERSON* HC 6 This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the 13D originally filed on April 2, 1999, as amended by Amendment No. 1 to Schedule 13D filed on May 25, 1999, with the Securities and Exchange Commission pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended. This Amendment No. 2 relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Galey & Lord, Inc., a Delaware corporation ("Issuer"). Amendment No. 2 is being filed due to the purchase by Citicorp Venture Capital, Ltd. ("CVC") of a certain number of shares of the Issuer's Common Stock. Item 5(a)-(b) is hereby amended in its entirety as follows: (a)-(b) As of the close of business on June 17, 1999, CVC beneficially owns 4,998,702 shares of Common Stock, representing approximately 42.00% of the outstanding shares of such class, of which it has shared voting power and dispositive power. Citibank and Citicorp, exclusively through their holding company structures, also both beneficially own the same 4,998,702 shares of Common Stock, representing approximately 42.00% of the outstanding shares of such class as to which each has shared voting and dispositive powers. Citigroup, through its direct and indirect subsidiaries (including those described in the second paragraph of Item 4) beneficially owns 5,008,535 shares of Common Stock representing approximately 42.08% of the outstanding shares of such class as to which it has shared voting and dispositive powers. Item 5(c) is hereby amended by adding the following sentences to the end of the paragraph: On June 3, 1999, CVC acquired 10,000 shares of Common Stock for $4.125 per share in the public market. On June 4, 1999, CVC acquired 30,400 shares of Common Stock for $4.125 per share in the public market. On June 8, 1999, CVC acquired 10,000 shares of Common Stock for $4.00 per share in the public market. On June 9, 1999, CVC acquired 5,000 shares of Common Stock for $3.875 per share in the public market. On June 10, 1999, CVC acquired 12,300 shares of Common Stock for $3.7871 per share in the public market. On June 11, 1999, CVC acquired 48,500 shares of Common Stock for $3.50 per share in the public market. On June 17, 1999, CVC acquired 15,000 shares of Common Stock for $3.25 per share in the public market. Page 6 of 7 Pages 7 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. Dated: June 22, 1999 CITICORP VENTURE CAPITAL, LTD. By: /s/ Helene B. Shavin ------------------------------------------- Name: Helene B. Shavin Title: Vice President & Assistant Secretary CITIBANK, N.A. By: /s/ Glenn S. Gray ------------------------------------------- Name: Glenn S. Gray Title: Vice President & Assistant Secretary CITICORP By: /s/ Glenn S. Gray ------------------------------------------- Name: Glenn S. Gray Title: Assistant Secretary CITIGROUP INC. By: /s/ Glenn S. Gray ------------------------------------------- Name: Glenn S. Gray Title: Assistant Secretary Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----