-----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, TtZfHA9p/7vtPaA1ROZCrfTZ/9tYfGzTy6CB6PNW/EM4FEin2birHkaEwRpWtgZR Vcz28F4dH5uFqDRrLn04sA== 0001104659-03-003604.txt : 20030305 0001104659-03-003604.hdr.sgml : 20030305 20030305171859 ACCESSION NUMBER: 0001104659-03-003604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030305 GROUP MEMBERS: CHARLES BARRY GROUP MEMBERS: CHARMEL ENTERPRISES, INC. GROUP MEMBERS: CHARMEL LIMITED PARTNERSHIP GROUP MEMBERS: EDWARD S. ADAMS GROUP MEMBERS: JESS M. RAVICH GROUP MEMBERS: MELANIE BARRY GROUP MEMBERS: OAK RIDGE CAPITAL GROUP, INC. GROUP MEMBERS: RICHARD FITZGERALD GROUP MEMBERS: ROBERT C. KLAS, SR. GROUP MEMBERS: THE TEMPLE COMPANY, L.L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONE MILLS CORP CENTRAL INDEX KEY: 0000023304 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 560367025 STATE OF INCORPORATION: NC FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33752 FILM NUMBER: 03593666 BUSINESS ADDRESS: STREET 1: 3101 N ELM ST STREET 2: PO BOX 26540 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3363796220 MAIL ADDRESS: STREET 1: 3101 N ELM ST STREET 2: PO BOX 26540 CITY: GREENSBORO STATE: NC ZIP: 27415-6540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOZBERG MARC H CENTRAL INDEX KEY: 0001072668 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4115 BUSINESS PHONE: 6123767035 MAIL ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4115 SC 13D/A 1 j8164_sc13da.htm SC 13D/A

SEC 1746
(11-02)


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.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.  19 )*

 

CONE MILLS CORPORATION

(Name of Issuer)

 

 

Common Stock, $.10 par value

(Title of Class of Securities)

 

206814 10 5

(CUSIP Number)

 

Albert A. Woodward, Esq.

Leonard, Street And Deinard, P.A.

150 South Fifth Street

Suite 2300

Minneapolis, Minnesota  55402

(612) 335-1500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 5, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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).

 



 

CUSIP No.   206814 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Jess M. Ravich

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[ X ]

 

 

(b)

[    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
29,400

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
29,400

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
29,400

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

INTRODUCTION

 

The Holders originally filed a Schedule 13D relating to Cone Mills Corporation (the “Issuer”) on December 16, 1998.  The original filing was amended on January 19, 1999, February 16, 1999, March 9, 1999, June 16, 1999, September 30, 1999, November 4, 1999, March 9, 2000, July 14, 2000, December 22, 2000, March 28, 2001, April 26, 2001, June 6, 2001, November 13, 2001, February 7, 2002, June 7, 2002, November 26, 2002, February 5, 2003 and March 3, 2003.  This filing is the eighteenth amendment to the original Schedule 13D filing.

 

The Holders’ responses to Items 1 and 3 remain unchanged, and the Holders hereby restate the information contained in the original filing and subsequent amendments thereto for those items.

 

Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

 

This statement is filed jointly by the individuals and entities identified below (collectively the “Holders”).  There have been no changes in the background, occupations, or addresses of the Holders since the filing of the last Schedule 13D Amendment to which this filing is an amendment, except that Marvin W. Goldstein has withdrawn from the Schedule 13D filing group.

 

1.             Marc H. Kozberg

2.             The Temple Company, L.L.P.

3.             Charmel Limited Partnership

4.             Charmel Enterprises, Inc.

5.             Richard Fitzgerald

6.             Charles Barry

7.             Melanie Barry

8.             Robert C. Klas, Sr.

9.             Edward S. Adams

10.           Oak Ridge Capital Group, Inc.

11.           Jess M. Ravich

 

During the last five years, none of the Holders has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any Holder been a party to a civil proceeding where, as a result of such proceeding, a Holder became 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 violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

Item 4.

Purpose of Transaction

 

The Holders incorporate by reference their disclosures in Item 4 to their original Schedule 13D and prior amendments thereto.

 

3



 

Item 5.

Interest in Securities of the Issuer

 

Information with respect to the aggregate number, and percentage, of all outstanding Common Stock beneficially owned as of March 4, 2003 by each of the Holders is set forth below:

 

Name

 

Number of Shares
of Common Stock

 

Percentage of
Outstanding Shares

 

Marc H. Kozberg (4)

 

253,500

 

1.0

%

The Temple Company, L.L.P.

 

242,160

 

1.0

%

Charmel Limited Partnership

 

793,200

 

3.1

%

Charmel Enterprises, Inc. (2)

 

793,200

 

3.1

%

Richard Fitzgerald (1)

 

242,160

 

1.0

%

Charles Barry (1)(2)(3)

 

1,335,360

 

5.2

%

Melanie Barry (2)

 

793,200

 

3.1

%

Robert C. Klas, Sr.

 

529,800

 

2.1

%

Edward S. Adams (5)

 

63,489

 

0.2

%

Oak Ridge Capital Group, Inc.

 

50,500

 

0.2

%

Jess M. Ravich (6)

 

29,400

 

0.1

%

 


(1)           Includes 242,160 shares of Common Stock owned by The Temple Company, L.L.P.

(2)           Includes 793,200 shares of Common Stock owned by Charmel Limited Partnership

(3)           Includes 300,000 shares of Common Stock held by Wells Fargo Bank, as Trustee of the Twin Cities Fan & Blower Co. Profit Sharing Plan FBO Charles Barry.

(4)           Includes 3,000 shares of Common Stock purchasable under currently exercisable options and 50,500 shares owned directly by Oak Ridge Capital Group, Inc., of which Mr. Kozberg is Chief Executive Officer.

(5)           Includes 20,000 shares of Common Stock owned directly by Mr. Adams’ spouse.

(6)           Includes 29,400 shares held by Ravich 1989 Revocable Trust.

 

The Holders’ responses to Items 7 through 13 of the cover pages of the statement are incorporated herein by reference.  Cover pages have been included in this filing only to the extent a Holder’s beneficial ownership in the securities of the Issuer has changed since the most recent filing of a Schedule 13D amendment to which this statement is an amendment.

 

According to the Issuer’s most recent Form 10-Q filing with the SEC, the Issuer had 25,757,344 shares of Common Stock outstanding as of October 28, 2002.  The Holders, as of February 27, 2003, collectively beneficially own 2,208,549 shares of the Issuer’s Common Stock and options to purchase 3,000 shares of the Issuer’s Common Stock, constituting, in the aggregate, approximately 8.6% of the Issuer’s outstanding voting Common Stock.

 

The following transactions by the Holders in Common Stock of the Issuer have not been previously reported by the Holders in a Schedule 13D amendment:

 

4



 

Name

 

Date

 

Type of
Transaction

 

Number of
Shares

 

Price/
Share

 

Jess M. Ravich (1)

 

03/03/2003

 

Buy

 

10,000

 

1.86

 

Jess M. Ravich (1)

 

03/04/2003

 

Buy

 

8,100

 

1.85

 

 


(1)           Ravich 1989 Revocable Trust.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Marvin W. Goldstein, by his withdrawing from the Section 13(d) reporting group, is no longer party to the Sharing Agreement among the Holders.

 

5



 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit A — Agreement as to joint filing pursuant to Regulation Section 240.13d-1(f)(1)(iii).

Exhibit B — Sharing and Consent Agreement *

Exhibit C — Power of Attorney (Richard Fitzgerald) *

Exhibit D — Power of Attorney (Melanie Barry) *

 


*              Attached as exhibits to Amendment No. 17 to this Schedule 13D, filed February 5, 2003

 

6



 

Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 5, 2003

 

 

 

 

 

 

 

Oak Ridge Capital Group, Inc.

/s/ Marc H. Kozberg

 

 

Marc H. Kozberg

 

By:

/s/ Marc H. Kozberg

 

 

 

Marc H. Kozberg, Chief Executive Officer

THE TEMPLE COMPANY, L.L.P.

 

 

 

 

 

By:

/s/*

 

/s/*

 

 

Charles Barry, a partner

 

Jess Ravich

 

 

 

CHARMEL LIMITED PARTNERSHIP

 

 

 

 

 

By:

Charmel Enterprises, Inc.

 

 

 

 

 

 

By:

/s/*

 

 

 

Charles Barry, President

 

 

 

 

 

CHARMEL ENTERPRISES, INC.

 

 

 

 

 

By:

/s/*

 

 

 

Charles Barry, President

 

 

 

 

 

/s/*

 

 

Richard Fitzgerald

 

 

 

 

 

/s/*

 

 

Charles Barry

 

 

 

 

 

/s/*

 

 

Melanie Barry

 

 

 

 

 

/s/*

 

 

Robert C. Klas, Sr.

 

 

 


* By Marc H. Kozberg, Attorney-in-Fact

 

7



 

EXHIBIT A

 

AGREEMENT AS TO JOINT FILING

 

Pursuant to Regulation Section 240.13d-1(f)(1)(iii), the undersigned acknowledge and agree that the attached Schedule 13D Amendment relating to Cone Mills Corporation is being filed on behalf of each of the undersigned.

 

 

 

 

Oak Ridge Capital Group, Inc.

/s/ Marc H. Kozberg

 

 

Marc H. Kozberg

 

By:

/s/ Marc H. Kozberg

 

 

 

Marc H. Kozberg, Chief Executive Officer

THE TEMPLE COMPANY, L.L.P.

 

 

 

 

 

By:

/s/*

 

/s/*

 

 

Charles Barry, a partner

 

Jess Ravich

 

 

 

CHARMEL LIMITED PARTNERSHIP

 

 

 

 

 

By:

Charmel Enterprises, Inc.

 

 

 

 

 

 

By:

/s/*

 

 

 

Charles Barry, President

 

 

 

 

 

CHARMEL ENTERPRISES, INC.

 

 

 

 

 

By:

/s/*

 

 

 

Charles Barry, President

 

 

 

 

 

/s/*

 

 

Richard Fitzgerald

 

 

 

 

 

/s/*

 

 

Charles Barry

 

 

 

 

 

/s/*

 

 

Melanie Barry

 

 

 

 

 

/s/*

 

 

Robert C. Klas, Sr.

 

 

 


*By Marc H. Kozberg, Attorney-in-Fact

 

8


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