-----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, Urk5QhUEHZkamziDRcCH6g9JwJfGfqtt5Hgay7w9wybWcjt6yxpkyfx+3cyHpjnR mZ3b//g9q+kiZodzQltLRg== /in/edgar/work/0000728618-00-000049/0000728618-00-000049.txt : 20001116 0000728618-00-000049.hdr.sgml : 20001116 ACCESSION NUMBER: 0000728618-00-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAN RIVER INC /GA/ CENTRAL INDEX KEY: 0000914384 STANDARD INDUSTRIAL CLASSIFICATION: [2200 ] IRS NUMBER: 581854637 STATE OF INCORPORATION: GA FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51957 FILM NUMBER: 770987 BUSINESS ADDRESS: STREET 1: 2291 MEMORIAL DRIVE CITY: DANVILLE STATE: VA ZIP: 24541 BUSINESS PHONE: 8047997000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: [6411 ] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Dan River Inc. _________________________________________________________________ (Name of Issuer) Class A Common Stock _________________________________________________________________ (Title of Class of Securities) 235774 10 6 _______________________________ (CUSIP Number) Joseph P. Cresta Metropolitan Life Insurance Company 4100 Boy Scout Boulevard Tampa, Florida 33607 (813) 801-2062 _________________________________________________________________ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) April 7, 2000 _________________________________________________________________ (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 / / Check the following box if a fee is being paid with the statement / /(A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON MetLife, Inc. (I.R.S. No. 13-4075851) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 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 - ----------------------------------------------------------- |NUMBER OF | (7) SOLE VOTING POWER | |SHARES | None | |BENEFICIALLY | (8) SHARED VOTING POWER | |OWNED BY | None | |EACH | (9) SOLE DISPOSITIVE POWER | |REPORTING | None | |PERSON | (10) SOLE DISPOSITIVE POWER | |WITH | None | |(7 - 10) | | - ----------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 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) 34.1% equity interest / 23.3% voting power 14. TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON Metropolitan Life Insurance Company (I.R.S. No. 13-5581829) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 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 - ----------------------------------------------------------- |NUMBER OF | (7) SOLE VOTING POWER | |SHARES | None | |BENEFICIALLY | (8) SHARED VOTING POWER | |OWNED BY | None | |EACH | (9) SOLE DISPOSITIVE POWER | |REPORTING | None | |PERSON | (10) SOLE DISPOSITIVE POWER | |WITH | None | |(7 - 10) | | - ----------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 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) 34.1% equity interest / 23.3% voting power 14. TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON 23RD Street Investments, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 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 - ----------------------------------------------------------- |NUMBER OF | (7) SOLE VOTING POWER | |SHARES | 6,708,723 | |BENEFICIALLY | (8) SHARED VOTING POWER | |OWNED BY | N/A | |EACH | (9) SOLE DISPOSITIVE POWER | |REPORTING | 6,708,723 | |PERSON | (10) SOLE DISPOSITIVE POWER | |WITH | N/A | |(7 - 10) | | - ----------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 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) 34.1% equity interest / 23.3% voting power 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON Mezzanine Investment Limited Partnership-BDR 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 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 - ----------------------------------------------------------- |NUMBER OF | (7) SOLE VOTING POWER | |SHARES | 6,708,723 | |BENEFICIALLY | (8) SHARED VOTING POWER | |OWNED BY | N/A | |EACH | (9) SOLE DISPOSITIVE POWER | |REPORTING | 6,708,723 | |PERSON | (10) SOLE DISPOSITIVE POWER | |WITH | N/A | |(7 - 10) | | - ----------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 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) 34.1% equity interest / 23.3% voting power 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT This Statement relates to the Class A Common Stock ("Class A Common Stock") of Dan River Inc. ("Dan River"), a Georgia corporation, that has its principal executive offices at 2291 Memorial Drive, Danville, Virginia 24541, telephone (804) 779- 7000. This statement amends the Schedule 13D Statement of Metropolitan Life Insurance Company in respect of the issuer dated November 19, 1997 by amending and restating Items 2, 3, 5 and 7 in their entirety, as follows: Item 2. Identity and Background. 2 (a-c). I. Filing Parties: This Statement is filed on behalf of MetLife, Inc. ("MLINC"), Metropolitan Life Insurance Company ("MetLife"), 23rd Street Investments, Inc. ("23rd Street") and Mezzanine Investment Limited Partnership - BDR ("MILP-BDR"). MLINC, a Delaware corporation with its principal office and business at One Madison Avenue, New York, NY, 10010-3690, is a holding company which owns all of the issued and outstanding shares of common stock of MetLife. MetLife, a New York corporation with its principal office and business at One Madison Avenue, New York, NY 10010- 3690, is a stock life insurance company which together with its subsidiaries principally provides life insurance and annuity products and pension, pension-related and investment-related services to individuals, corporations and other institutions. 23rd Street, incorporated in the State of Delaware with its principal business address at One Madison Avenue, New York, New York 10010-3690, is a holding company and is the general partner to MILP-BDR and a number of other partnerships in which MetLife has investments. MILP-BDR is a limited partnership organized in the State of Delaware with its principal business address at One Madison Avenue, New York, New York 10010-3690 whose only asset is the Class A Common Stock. Each of MLINC, MetLife, 23rd Street and MILP-BDR may sometimes be referred to herein as a "Filing Party" and collectively as the "Filing Parties". II. Control Relationships MLINC is not controlled by any person or persons. MetLife is a wholly owned subsidiary of MLINC. 23rd Street is a wholly owned subsidiary of MetLife. MILP-BDR is a limited partnership in which MetLife is a limited partner with a 99% partnership interest and 23rd Street is the general partner with a 1% partnership interest. III. Executive Officers and Directors Information concerning the Executive Officers and Directors of MLINC, MetLife and 23rd Street is included in Exhibit A hereto and is incorporated by reference herein. 2(d). Criminal Proceedings During the last five years, none of the Filing Parties nor any executive officer or director of the Filing Party has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 2(e). Civil Securities Law Proceedings During the last five years, none of the Filing Parties nor any executive officer or director of any Filing Party has 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. 2(f). Citizenship See Exhibit A Item 3. Source and Amount of Funds or Other Consideration On April 7, 2000, MetLife converted from a mutual life insurance company to a stock life insurance company and became a wholly-owned subsidiary of MLINC, a Delaware corporation. MLINC acquired indirect ownership of the Class A Common Stock by virtue of its ownership of its wholly-owned subsidiary MetLife. Item 5. Interest in Securities of the Issuer (a) Each Filing Party is the beneficial owner of 6,708,723 shares of Class A Common Stock which represents a 34.1% equity interest and a 23.3% voting interest in Dan River. (b) Sole voting power with respect to the Class A Common Stock is held by 23rd Street. (c) In the 60 days prior to the date of the filing of this Statement, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective directors and executive officers has effected any transactions in the shares, other than those described herein. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Stock. (e) Not applicable. Item 7. Material to be Filed as Exhibits Exhibit A - Information relating to the Executive Officers and Directors of MLINC, MetLife and 23rd Street Exhibit B - Agreement Required for Joint Filing under Rule 13d-1 (k)(1) Signature After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. MetLife, Inc. By: /s/ Gwenn L. Carr Gwenn L. Carr Vice President and Secretary Metropolitan Life Insurance Company By: /s/Joseph P. Cresta Joseph P. Cresta Vice President 23rd Street Investments, Inc. By: /s/Richard Clarke Richard Clarke Vice President and Secretary Mezzanine Investment Limited Partnership - BDR By: 23rd Street Investments, Inc., as general partner By: /s/Richard Clarke Richard Clarke Vice President and Secretary EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF MLINC and METROPOLITAN LIFE INSURANCE COMPANY Set forth below is the name and present principal occupation or employment of each director and executive officer of MLINC and MetLife. Except as set forth below, each present principal business address of MLINC and MetLife is One Madison Avenue, New York, NY 10010-3690. Each person listed below is a citizen of the United States, except for Mr. Tweedie who is a citizen of the United States and Canada. DIRECTORS Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Curtis H. Barnette Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher and Flom, LLP (Law Firm) Meagher & Flom, LLP 1440 New York Avenue, N.W. Washington, DC 20005-2111 Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Gerald Clark Vice-Chairman of the Board and Chief Investment Officer Joan Ganz Cooney Chairman, Executive Committee Children's Television Workshop Children's Television Workshop One Lincoln Plaza (Broadcasting) New York, New York 10023 Burton A. Dole, Jr. Retired Chairman, President and P. O. Box 208 Chief Executive Officer, Puritan Pauma Valley, Bennett (medical device California 92061 manufacturing) James R. Houghton Chairman of the Board Emeritus, Corning Incorporated Corning Incorporated 80 East Market Street 2nd Floor, Corning, New York, New York 14830 Harry P. Kamen Retired Chairman of the Board and Metropolitan Life Insurance Co Chief Executive Officer 200 Park Avenue, Suite 5700 New York, New York 10166 Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher and Flom, LLP (Law Firm) Meagher & Flom, LLP 919 Third Avenue New York, New York 10022 Charles M. Leighton Retired Chairman and Chief Executive P. O. Box 247 Officer,CML Group, Inc. (exercise Bolton, MA 01740 and leisure products) Allen E. Murray Retired Chairman of the Board and Mobil Corporation Chief Executive Officer, Mobil 375 Park Avenue, Suite 2901 Corporation (Petroleum refining) New York, New York 10152 Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer John J. Phelan, Jr. Retired Chairman and Chief Executive P. O. Box 312 Officer, New York Stock Exchange,Inc. Mill Neck, New York 11765 Hugh B. Price President and Chief Executive National Urban League, Inc. Officer, National Urban League, Inc. 500 East 62nd Street New York, New York 10005 Ruth J. Simmons, Ph.D. President, Smith College Smith College College Hall 20 Northampton, MA 01063 William G. Steere, Jr. Chairman of the Board and Chief Pfizer Inc. Executive Officer, Pfizer Inc. 235 East 42nd Street New York, New York 10017 Executive Officers (Who are not Directors) Name Principal Occupation or Employment - ---- ---------------------------------- Gary A. Beller Senior Executive Vice-President and General Counsel James M. Benson President, Individual Business; Chairman, Chief Executive Officer And President, New England Life Insurance Company C. Robert Henrikson President, Institutional Business Richard A. Liddy Senior Executive Vice-President Catherine A. Rein Senior Executive Vice-President; President and Chief Executive Officer, Metropolitan Property and Casualty Insurance Company William J. Toppeta President, Client Services; Chief Administrative Officer John H. Tweedie Senior Executive Vice-President Lisa M. Weber Executive Vice-President - Human Resources Judy E. Weiss President, MetLife Bank The directors and officers of 23rd Street Investments, Inc. are listed below, together with information with respect to their principal occupations and citizenship as required by General Instruction C of Schedule D. The principal business address of 23rd Street Investments, Inc. is One Madison Avenue, New York, New York 10010-3690. Jeffrey J. Hodgman Chairman of the Board Citizenship USA Charles E. Symington President Citizenship USA Steven J. Brash Assistant Vice-President Citizenship USA Leo R. Brown Assistant Vice-President Citizenship USA Francis M. Donnantuono Vice-President Citizenship USA Gregory M. Harrison Assistant Vice-President Citizenship USA Thomas C. Hoi Vice-President and Secretary Citizenship USA James D. Kennedy Controller Citizenship USA Michael J. Mazzola Vice-President Citizenship USA Jonathan L. Rosenthal Vice-President and Assistant Treasurer Citizenship USA Jane C. Weinberg Assistant Secretary Citizenship USA EXHIBIT B AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 (k)(1) November 15, 2000 Re: Statement on Schedule 13D under the Securities Exchange Act of 1934 Relating to Class A Common Stock of Dan River Inc. Each of the undersigned understands, consents and agrees that the above-referenced Statement on Schedule 13D is filed on behalf of each of the undersigned and that this letter shall be attached as an exhibit to such Statement. METLIFE, INC. By:/s/ Gwenn L. Carr Vice President and Secretary METROPOLITAN LIFE INSURANCE COMPANY By:/s/Joseph P. Cresta Joseph P. Cresta Vice President 23RD STREET INVESTMENTS, INC. By:/s/Richard Clarke Richard Clarke Vice President & Secretary MEZZANINE INVESTMENT LIMITED PARTNERSHIP - BDR By: 23rd Street Investments, Inc., as general partner By:/s/Richard Clarke Richard Clarke Vice President & Secretary November 15, 2000 Cusip No. 2357741069 -----END PRIVACY-ENHANCED MESSAGE-----