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Walsh Greenwood & Co/NY, et al. – ‘SC 13D/A’ on 12/16/97 re: Signal Apparel Company Inc

As of:  Tuesday, 12/16/97   ·   Accession #:  889812-97-2665   ·   File #:  5-20693

Previous ‘SC 13D’:  ‘SC 13D/A’ on 9/27/96   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/16/97  Walsh Greenwood & Co/NY           SC 13D/A               1:17K  Signal Apparel Company Inc        Global Fin’l Press/NY/FA
          Paul R. Greenwood
          Stephen Walsh
          Walsh Greenwood & Co/NY
          Wgi, LLC

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 9 to Schedule 13D                       10     34K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Schedule 13D
6Item 2. Identity and Background
"Walsh Greenwood
7Walsh
"Greenwood
"Wgi
"Item 5. Interest in Securities of the Issuer 
SC 13D/A1st Page of 10TOC↑TopPreviousNext↓BottomJust 1st
 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No. 9)*

SIGNAL APPAREL COMPANY, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 9460486
--------------------------------------------------------------------------------
(CUSIP Number)

 Mr. Paul R. Greenwood
Walsh, Greenwood & Co.
One East Putnam Avenue
Greenwich, Connecticut 06830
(203) 863-8400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

November 7, 1997
 -------------------------------------------------------
 (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(b)(3) or (4), check the following box / /.       

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

*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).                                                                         


SC 13D/A2nd Page of 10TOC1stPreviousNext↓BottomJust 2nd

SCHEDULE 13D

CUSIP No. 9460486                                                               

1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON            

                 Walsh, Greenwood & Co. (IRS No. 13-2994695)

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) / /
                                                                         (b) /X/

3        SEC USE ONLY                                                           

4        SOURCE OF FUNDS                                                        

WC                                        

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO   
         ITEMS 2(d) or 2(e)                                                  / /

N/A                                       

6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

New York                                  

7       SOLE VOTING POWER         
           8,952,349

NUMBER OF        8       SHARED VOTING POWER                        
SHARES                                    0                       
BENEFICIALLY                                                            
OWNED BY         9       SOLE DISPOSITIVE POWER                     
EACH                             8,952,349                      
REPORTING                                                           
PERSON         10       SHARED DISPOSITIVE POWER                  
WITH                                    0                     

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
8,952,349                                 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
                   N/A                                                       / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
52.5%                                     

14       TYPE OF REPORTING PERSON*                                              
BD-PN                                     

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.


SC 13D/A3rd Page of 10TOC1stPreviousNext↓BottomJust 3rd

SCHEDULE 13D

CUSIP No. 9460486                                                               

1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON            

Stephen Walsh                             

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) / /
                                                                         (b) /X/

3        SEC USE ONLY                                                           

4        SOURCE OF FUNDS                                                        

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO   
         ITEMS 2(d) or 2(e)                                                  / /

N/A                                       

6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

United States of America                  

7       SOLE VOTING POWER         
           8,952,349

NUMBER OF        8       SHARED VOTING POWER                        
SHARES                                    0                       
BENEFICIALLY                                                            
OWNED BY         9       SOLE DISPOSITIVE POWER                     
EACH                             8,952,349                      
REPORTING                                                           
PERSON         10       SHARED DISPOSITIVE POWER                  
WITH                                    0                     

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
8,952,349                                 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
                   N/A                                                       / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
52.5%                                     

14       TYPE OF REPORTING PERSON*                                              
IN                                        

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.


SC 13D/A4th Page of 10TOC1stPreviousNext↓BottomJust 4th

SCHEDULE 13D

CUSIP No. 9460486                                                               

1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON            

Paul R. Greenwood                         

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) / /
                                                                         (b) /X/

3        SEC USE ONLY                                                           

4        SOURCE OF FUNDS                                                        

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO   
         ITEMS 2(d) or 2(e)                                                  / /

N/A                                       

6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

United States of America                  

7       SOLE VOTING POWER         
           8,952,349

NUMBER OF        8       SHARED VOTING POWER                        
SHARES                                    0                       
BENEFICIALLY                                                            
OWNED BY         9       SOLE DISPOSITIVE POWER                     
EACH                             8,952,349                      
REPORTING                                                           
PERSON          10      SHARED DISPOSITIVE POWER                  
WITH                                    0                     

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
8,952,349                                 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
                   N/A                                                       / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
52.5%                                     

14       TYPE OF REPORTING PERSON*                                              
IN                                        

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.


SC 13D/A5th Page of 10TOC1stPreviousNext↓BottomJust 5th

SCHEDULE 13D

CUSIP No. 9460486                                                               

1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON            

WGI, LLC  (IRS No. 061495254)             

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) / /
                                                                         (b) /X/

3        SEC USE ONLY                                                           

4        SOURCE OF FUNDS                                                        

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO   
         ITEMS 2(d) or 2(e)                                                  / /

N/A                                       

6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                  

7       SOLE VOTING POWER         
           8,163,549

NUMBER OF        8       SHARED VOTING POWER                        
SHARES                                    0                       
BENEFICIALLY                                                            
OWNED BY         9       SOLE DISPOSITIVE POWER                     
EACH                             8,163,549                      
REPORTING                                                           
PERSON          10      SHARED DISPOSITIVE POWER                  
WITH                                    0                     

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
8,952,349                                 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
                   N/A                                                       / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
52.5%                                     

14       TYPE OF REPORTING PERSON*                                              
PN                                        

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.


SC 13D/A6th Page of 10TOC1stPreviousNext↓BottomJust 6th

         This Amendment No. 9 ("Amendment No. 9") to the Schedule 13D originally
filed by the Reporting Persons (as defined in the Schedule 13D, as hereinafter  
defined), with the Securities and Exchange Commission on February 1, 1994 (the  
"Schedule 13D"), as amended by Amendment No. 1 filed on August 22, 1994,        
Amendment No. 2 filed on December 8, 1994, Amendment No. 3 filed on January 20, 
1995, Amendment No. 4 filed on May 10, 1995, Amendment No. 5 filed on December  
20, 1995, Amendment No. 6 filed on February 10, 1996, Amendment No. 7 filed on  
April 11, 1996, and Amendment No. 8 filed on September 27, 1996 relates to the  
common stock, par value $.01 per share (the "Common Stock"), of Signal Apparel  
Company, Inc., an Indiana corporation (the "Issuer" or "Signal"), the principal 
executive offices of which are located at 537 Market Street, Suite 403,         
Chattanooga, Tennessee 37402. Unless otherwise indicated, all terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the  
Schedule 13D.                                                                   

Item 2.   Identity and Background                                               

  Item 2 of the Schedule 13D is hereby restated in its entirety by
substituting the following:                                                     

      (a) This Amendment No. 9 is being filed by Walsh, Greenwood & Co., a
New York limited partnership ("Walsh Greenwood"), Stephen Walsh ("Walsh"), Paul 
R. Greenwood ("Greenwood"), and WGI, LLC, a Connecticut limited liability       
company ("WGI"). Walsh Greenwood, Walsh, Greenwood and WGI are referred to      
herein collectively as the "Reporting Persons."                                 

(b-c)                                                         

Walsh Greenwood                                               

   Walsh Greenwood is a New York limited partnership whose principal
business consists of effecting transactions in securities for its own account.  
The principal business address of Walsh Greenwood, which also serves as its     
principal office, is One East Putnam Avenue, Greenwich, Connecticut 06830. The  
Amended and Restated Agreement (the "Walsh Greenwood Partnership Agreement")    
provides that, with certain exceptions, the authority to make the management,   
operation and policy decisions of Walsh Greenwood is vested exclusively in its  
general partners and that all decisions as to the management, operation and     
policy of Walsh Greenwood shall be made by the vote of a majority in interest of
the general partners. Notwithstanding the foregoing, any decision as to the     
purchase or sale of a security may be made by one general partner, so long as   
such transaction falls within policies established by a majority in interest of 
the general partners. Pursuant to Instruction C to Schedule 13D of Regulation   
13D under the Securities Exchange Act of 1934, as amended, information with     
respect to the general partners of Walsh Greenwood is set forth herein.         


SC 13D/A7th Page of 10TOC1stPreviousNext↓BottomJust 7th

Walsh                                                         

        Walsh is a general partner of Walsh Greenwood and maintains a business
address at 3333 New Hyde Park Road, North Hills, New York 11040.                

Greenwood                                                     

   Greenwood is a general partner of Walsh Greenwood and maintains a
business address at One East Putnam Avenue, Greenwich, Connecticut 06830.       

WGI                                                           

     WGI is a Connecticut limited liability company created in 1997. Its
managers are Walsh and Greenwood. WGI's principal office and place of business  
is One East Putnam Avenue, Greenwich, CT 06830.                                 

         (d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

         (e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent 
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.                                           

      (f) Each of the natural persons identified in this Schedule 13D is a
citizen of the United States of America.                                        

Item 5.   Interest in Securities of the Issuer.                                 

     Item 5(a) of the Schedule 13D is hereby restated in its entirety by
substituting the following:                                                     

      (a) As of the date hereof, the Reporting Persons may be deemed to be
the beneficial owners of 8,952,349 shares of Common Stock(1), constituting      
approximately 52.5% of the                                                      

--------                                                                        
  (1) Such 8,952,349 shares of Common Stock consist of (i) 7,818,549
shares of Common Stock directly owned by WGI; (ii) 788,800 shares of Common     
Stock owned directly by Walsh Greenwood (all of which are held in the Managed   
Accounts); and (iii) 345,000 shares of Common Stock issuable upon exercise of   
the WG 1993 Warrant held by WGI.                                                


SC 13D/A8th Page of 10TOC1stPreviousNext↓BottomJust 8th

17,063,240 shares of Common Stock which were outstanding as of November 3, 1997 
as reported by the Issuer to the Reporting Persons(2).                          

  As of the date hereof, Walsh Greenwood, and Walsh and Greenwood,
individually, may be deemed to beneficially own 8,952,349 shares of Common      
Stock(3), constituting approximately 52.5% of the 17,063,240 shares of Common   
Stock outstanding(4).                                                           

        As of the date hereof, WGI is the beneficial owner of 8,163,549 shares
of Common Stock(5), constituting approximately 47.8% of the 17,063,240 shares of

Common Stock outstanding(6).                                                    

     Item 5(b) of the Schedule 13D is hereby restated in its entirety by
substituting the following:                                                     

   (b) Walsh Greenwood has the sole power to vote and dispose of the
788,800 shares of Common Stock it directly owns (which shares are held by Walsh 
Greenwood on behalf of the Managed Accounts over which Walsh Greenwood has the  
power to vote and dispose of but does not have a pecuniary interest therein).   
WGI has the sole power to vote and dispose of (i) the 7,818,549 shares of Common
Stock it directly owns, which power is exercisable by its managers              

--------                                                                        

   (2) 345,000 and 4,630,000 shares of Common Stock are added to the
12,433,240 shares of Common Stock reported by the Issuer as outstanding as of   
November 3, 1997 in order to reflect the assumed exercise of the WG 1993        
Warrant, which is exercisable within 60 days, and the warrants exercised by the 
Reporting Persons, respectively.                                                

     (3) Such 8,952,349 shares of Common Stock consists of (i) 7,818,549
shares of Common Stock directly owned by WGI; (ii) 788,800 shares of Common     
Stock directly owned by Walsh Greenwood (all of which are held in the Managed   
Accounts); and (iii) 345,000 shares of Common Stock owned by WGI Trading        
pursuant to the WG 1993 Warrant.                                                

        (4) 345,000 and 4,630,000 shares are added to the 12,433,240 shares of
Common Stock reported by the Issuer as outstanding as of November 3, 1997 in    
order to reflect the assumed exercise of the WG 1993 Warrant, which is          
exercisable within 60 days, and the warrants exercised by the Reporting Persons,
respectively.                                                                   

     (5) Such 8,163,549 shares consist of the 7,818,549 shares of Common
Stock directly owned by WG Trading and 345,000 WG 1993 Warrant Shares.          

        (6) 345,000 and 4,630,000 shares are added to the 12,433,240 shares of
Common Stock reported by the Issuer as outstanding as of November 3, 1997 in    
order to reflect the assumed exercise of the WG 1993 Warrant, which is          
exercisable within 60 days, and the warrants exercised by the Reporting Persons,
respectively.                                                                   


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Walsh and Greenwood, and (ii) the 345,000 shares of Common Stock owned by it    
directly pursuant to the WG 1993 Warrant upon exercise thereof, which power is  
exercisable by its managers Walsh and Greenwood. Each of Walsh and Greenwood, in
his capacity as a general partner of Walsh Greenwood and a manager of WGI, would
share in the power to vote and direct the disposition of the shares of Common   
Stock owned by each of Walsh Greenwood and WGI.                                 

     Item 5(c) of the Schedule 13D is hereby restated in its entirety by
substituting the following:                                                     

      (c) On November 7, 1997, the Reporting Persons exercised warrants to

purchase 4,630,000 shares of Common Stock.                                      


SC 13D/ALast Page of 10TOC1stPreviousNext↓BottomJust 10th

Signatures                                                                      

        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.                                                                        

                   /s/ Paul R. Greenwood
                                       -----------------------------------------
                                      Paul R. Greenwood, on his own behalf and
                                       as attorney-in-fact for each of the other
                             Reporting Persons named in this
       Amendment
Dated: December 10, 1997

Dates Referenced Herein   and   Documents Incorporated by Reference

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