SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Culp, Inc.
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(Name of Issuer)
Common Stock, $0.05 Par Value
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(Title of Class of Securities)
230215 10 5
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(CUSIP Number)
Linda E. Ransom, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 3, 2002
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(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 that 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 for other parties
to whom copies are to be sent.
The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange
Act") or otherwise subject to the liabilities of that section of the Exchange
Act but shall be subject to all other provisions of the Exchange Act (however,
see the Notes).
(Continued on following pages)
(Page 1 of 5 pages)
SCHEDULE 13D
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CUSIP No. 230215 10 5 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George McFadden
550-56-6859
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 154,200
OWNED BY ---------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 617,100
WITH ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
154,200
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10 SHARED DISPOSITIVE POWER
617,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
771,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14 TYPE OF REPORTING PERSON
IN
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This statement constitutes Amendment No. 2 to the Schedule 13D
originally filed by George McFadden with the Securities and Exchange Commission
on January 29, 2001, as amended by Amendment No. 1 on February 8, 2001, relating
to the common stock of Culp, Inc., a North Carolina corporation. Terms defined
in the Schedule 13D previously filed have the same meaning in this Amendment.
Item 5. Interest in Securities of the Issuer.
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Item 5(a) of the Schedule 13D, as amended, is hereby amended
and restated in its entirety to read as follows:
(a) Mr. McFadden beneficially owns 771,302 shares of the
Common Stock of Culp, or approximately 6.8% of the 11,221,158 outstanding shares
of Common Stock of Culp, as reported in the Form 10-Q of Culp for the quarterly
period ended January 27, 2002.
Item 5(b) of the Schedule 13D, as amended, is hereby amended
and restated in its entirety to read as follows:
(b) Mr. McFadden has the sole power to vote or to direct the
vote of, and sole power to dispose of or direct the disposition of, 154,200
shares of the Common Stock of Culp.
Mr. McFadden shares the power to vote or direct the vote of,
or the power to dispose or direct the deposition of, a further 617,100 shares of
the Common Stock of Culp, as follows. Mr. McFadden serves as co-trustee of a
trust under the will of Alexander B. McFadden, deceased, which holds 250,000
shares. Mr. McFadden also serves as co-trustee of a trust dated September 22,
1971 for the benefit of Elizabeth Cutting McFadden which holds 106,600 shares.
Mr. McFadden's wife, Carol O. McFadden, holds 20,000 shares. Mr. McFadden has
been granted the power to vote, or direct the vote, and the power to dispose, or
direct the disposition, of 149,000 shares held by his brother John H. McFadden
and 91,500 shares held by his former wife Lesley Taylor. Information with
respect to the foregoing persons is set forth in Appendix I hereto.
Mr. McFadden disclaims beneficial ownership of all shares of
Common Stock of Culp reported herein other than those which he owns directly and
those held by the trust under the will of Alexander B. McFadden, deceased, of
which he is beneficiary.
Item 5(c) of the Schedule 13D, as amended, is hereby amended
by adding thereto the following:
(c) On April 17, April 23, and May 3, 2002 Mr. McFadden sold
on the open market 18,300, 5,000 and 50,000 shares of the Common Stock of Culp
for an average price per share of $9.32, $9.83 and $9.25, respectively.
On April 23 and May 3, 2002, Mr. McFadden's wife, Carol O.
McFadden, sold on the open market 20,000 and 10,000 shares of the Common Stock
of Culp for an average price per share of $9.83 and $9.25, respectively.
Page 3 of 5 pages
On April 30, May 2 and 3, 2002, Mr. McFadden's former wife,
Lesley Taylor, sold on the open market 5,000, 2,500, and 50,000 shares of Common
Stock of Culp for an average price per share of $9.04, $8.82 and $9.25,
respectively.
On April 29, April 30, May 2 and May 3, 2002, a trust for the
benefit of Mr. McFadden's daughter, Elizabeth Cutting McFadden, sold on the
open-market 5,000, 6,500, 2,500 and 50,000 shares of Common Stock of Culp for an
average price per share of $9.03, $9,04, $8.82 and $9.25, respectively.
On May 3, 2002, the trust under the will of Alexander B.
McFadden, Mr. McFadden's father, sold in the open market 50,000 shares of Common
Stock of Culp at an average price per share of $9.25.
Page 4 of 5 pages
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: May 6, 2002
/s/ George McFadden
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George McFadden
Page 5 of 5 pages