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1 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) AND (c) AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)(1) OXFORD INDUSTRIES INC. ----------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------- (Title of Class of Securities) 691497309 ----------------------------------------- (CUSIP Number) (1) 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 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 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). 2 CUSIP NO. 691497309 13G --------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) WEDGE Capital Management L.L.P. 56-1557450 --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina --------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED BY 532,976 EACH -------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH None -------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 532,976 -------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 532,976 shares --------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Inapplicable --------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% --------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IA --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 ITEM 1 (A) Name of Issuer: Oxford Industries, Inc. ITEM 1 (B) Address of Issuer's Principal Executive Offices: 222 Piedmont Avenue, N.E. Atlanta, GA 30308 ITEM 2 (A) Name of Person Filing: WEDGE Capital Management L.L.P. ITEM 2 (B) Address of Principal Business Officer or, if none, Residence: 2920 One First Union Center, 301 South College Street, Charlotte, North Carolina 28202-6002 ITEM 2 (C) Citizenship: North Carolina ITEM 2 (D) Title of Class of Securities: Common Stock ITEM 2 (E) CUSIP Number: 691497309 ITEM 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under Section 15 of the Act (b) ( ) Bank as defined in section 3(a) (6) of the Act (c) ( ) Insurance Company as defined in section 3(a) (19) of the Act (d) ( ) Investment Company registered under section 8 of the Investment Company Act 4 (e) (X) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1(b) (1) (ii) (F) (g) ( ) Parent Holding Company, in accordance with ss.240.13d-1(b) (ii) (G) (Note: See Item 7) (h) ( ) Group, in accordance with ss.240.13d-1(b) (1) (ii) (H) ITEM 4 Ownership: If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: 532,976 shares (b) Percent of Class: 6.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 532,976 (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 532,976 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 ( ). Inapplicable 5 ITEM 6 Ownership of More than Five Percent on Behalf of Another Person: Inapplicable. ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Inapplicable. ITEM 8 Identification and Classification of Members of the Group: Inapplicable. ITEM 9 Notice of Dissolution of Group: Inapplicable. ITEM 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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: January 14, 1998 WEDGE CAPITAL MANAGEMENT L.L.P. By /s/ R. Michael James --------------------------- R. Michael James General Partner