-----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, B/KfUVLIUsGqUbK4b7LN4hqysF9L2VGHNjIYbVAb28L+nVPxlpWwDe3Btt9HwFCp RpgQhNgFVqKlKyJRHTM6IQ== 0000103575-98-000005.txt : 19980807 0000103575-98-000005.hdr.sgml : 19980807 ACCESSION NUMBER: 0000103575-98-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980806 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBA WALDENSIAN INC CENTRAL INDEX KEY: 0000003292 STANDARD INDUSTRIAL CLASSIFICATION: KNITTING MILLS [2250] IRS NUMBER: 560359780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-12649 FILM NUMBER: 98678193 BUSINESS ADDRESS: STREET 1: 201 ST GERMAIN AVE SW STREET 2: P O BOX 100 CITY: VALDESE STATE: NC ZIP: 28601 BUSINESS PHONE: 7048796503 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: VALDESE STATE: NC ZIP: 28601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNSTATES CORP /DE/ CENTRAL INDEX KEY: 0000103575 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 221664434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4600 MARRIOTT DR STE 200 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 9197815611 MAIL ADDRESS: STREET 1: 4600 MARRIOTT DR STE 200 CITY: RALIEGH STATE: NC ZIP: 27612 FORMER COMPANY: FORMER CONFORMED NAME: ACTON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VIKOA INC DATE OF NAME CHANGE: 19760930 FORMER COMPANY: FORMER CONFORMED NAME: REGO INSULATED WIRE CORP DATE OF NAME CHANGE: 19680517 SC 13D/A 1 FORM 13-D AMENDEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 SCHEDULE 13D/A NORMANDY INSURANCE AGENCY, INC. SUNSTATES CORPORATION INDIANA FINANCIAL INVESTORS, INC. HICKORY FURNITURE COMPANY, TELCO CAPITAL CORPORATION, RDIS CORPORATION AND CLYDE WM. ENGLE (Name of person(s) filing Statement) ALBA-WALDENSIAN, INC. (Name of Issuer) Common Stock, $2.50 par value per share (Title of class of securities) 012041109 (CUSIP Number) Clyde Wm. Engle 4433 West Touhy Avenue Lincolnwood, Illinois 60646 (847) 565-9246 (Name, address and telephone number of person authorized to receive notices and communications) May 28, 1998 (Date of event which requires filing of this Statement) 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person NORMANDY INSURANCE AGENCY, INC. 2. Check the Appropriate Box if a Member of a Group (a) [] (b) [] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] 6. Citizenship or Place of Organization ILLINOIS 7. Sole Voting Power 0 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 0 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 0 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [] 13. Percent of Class Represented By Amount in Row (11) 0% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SUNSTATES CORPORATION 2. Check the Appropriate Box if a Member of a Group (a) [] (b) [] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 0 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 0 Common Shares 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned By Each Reporting Person 0 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [] 13. Percent of Class Represented By Amount in Row (11) 0% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person HICKORY FURNITURE COMPANY 2. Check the Appropriate Box if a Member of a Group (a) [] (b) [] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 0 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 0 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 0 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [] 13. Percent of Class Represented By Amount in Row (11) 0% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TELCO CAPITAL CORPORATION 2. Check the Appropriate Box if a Member of a Group (a) [] (b) [] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 0 Common Shares 80 Shared Voting Power N/A 9. Sole Dispositive Power 0 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 0 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [] 13. Percent of Class Represented By Amount in Row (11) 0% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person RDIS CORPORATION 2. Check the Appropriate Box if a Member of a Group (a) [] (b) [] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 0 Common Shares 80 Shared Voting Power N/A 90 Sole Dispositive Power 0 Common Shares 100 Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 0 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [] 13. Percent of Class Represented By Amount in Row (11) 0% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CLYDE WM. ENGLE 2. Check the Appropriate Box if a Member of a Group (a) [] (b) [] 3. SEC Use Only 4. Source of Funds Funds were provided by borrowing on a personal line of credit with LaSalle National Bank, a non-related commercial bank in Chicago, Illinois. The shares of Alba-Waldensian purchased by Mr. Engle have been pledged to secure repayment of all advances under this line of credit. 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [] 6. Citizenship or Place of Organization USA 7. Sole Voting Power 564,800 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 564,800 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 564,800 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [] 13. Percent of Class Represented By Amount in Row (11) 35.9% 14. Type of Reporting Person IN ITEM 1. Security and Issuer. The title of the class of equity securities to which this statement relates is the shares of common stock, $2.50 par value per share. The name and address of the issuer of such securities is Alba-Waldensian, Inc. 201 St. Germain Ave. NW, Valdese, North Carolina 28690. ITEM 2. Identity and Background I. (a) Normandy Insurance Agency, Inc. ("Normandy"), an Illinois corporation. (b) The principal executive offices of Normandy are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) Normandy is engaged through its subsidiaries in the manufacture and sale of automated textile. Normandy is a wholly-owned subsidiary of Sunstates Corporation. (d)(e) Normandy has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Normandy, all of whom are United States citizens, are as follows: Lee N. Mortenson is President and a director of Normandy (see Section II). Clyde Wm. Engle is Vice President and a director of Normandy (see Section VI). To the best of Normandy's knowledge, except as set forth in Item IX none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. II. (a) Sunstates Corporation ("Sunstates"), a Delaware corporation. (b) The principal executive offices of Sunstates are located at 4600 Marriott Drive, Suite 200, Raleigh, NC 27612. (c) Sunstates is engaged primarily in the development and sale of real estate, and through its subsidiaries in the manufacture and sale of automated textile equipment Sunstates is an affiliate of Hickory Furniture Company. (d) (e) Sunstates has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Sunstates, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chairman of the Board and Chief Executive Officer and a director of Sunstates (see Section VI). Harold Sampson, 222 East Erie Street, Milwaukee, Wisconsin, is a director of Sunstates; and Chairman of the Board of Sampson Enterprises, Inc., a firm engaged in the development of real estate. William D. Schubert, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612, is a director of Sunstates. Lee N. Mortenson, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646 is President, Chief Operating Officer and a Director of Alba- Waldensian, Inc.; President, Chief Operating Officer and a director of Sunstates; and President and a director of Telco Capital Corporation. Howard Friedman, 130 E. Randolph Street, Chicago, Illinois 60601, is a director of Sunstates and an attorney-at-law and member of the firm of Schuyler, Roche & Zwirner, 130 E. Randolph Street, Chicago, Illinois 60601. Glenn Kennedy, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612, is the Chief Financial Officer of Sunstates. Richard Leonard, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612 is Secretary of Sunstates. To the best of Sunstate's knowledge, except as set forth in Item VII none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. III. (a) Hickory Furniture Company ("Hickory"), a Delaware corporation. (b) The principal executive offices of Hickory are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) Hickory is engaged primarily, through its subsidiaries, in the development and sale of real estate, in the manufacture and sale of automated textile equipment, and in the manufacture and sale of hosiery, intimates and medical products. Hickory is a subsidiary of Telco Capital Corporation. (d) (e) Hickory has not, during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Hickory, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chief Executive Officer and a director of Hickory (see Section VI). Lee N. Mortenson is a director of Hickory (see Section I). To the best of Hickory's knowledge, except as set forth in Item VII, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. IV. (a) Telco Capital Corporation ("Telco"), a Delaware corporation. (b) The principal executive offices of Telco are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) Telco, through its subsidiaries, is engaged in the development and sale of real estate, in the manufacture and sale of automated textile machinery and in the manufacture and sale of hosiery, intimates and medical products. Telco is a wholly-owned subsidiary of RDIS Corporation. (d) (e) Except as set forth in Item VII, Telco has not, during the past five years been involved in a criminal proceeding of any sort or been 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. The identity and background of the executive officers and directors of Telco, all of whom are United States citizens, are as follows: Clyde Wm. Engle, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646, is Chairman of the Board and Chief Executive Officer of Telco (see Section VI). Lee N. Mortenson is President and a director of Telco (see Section I). Amelia S. Fitzgerald, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646, is Vice-President, Assistant to the Chairman and Secretary of Telco and Assistant to the Chairman of Bank of Lincolnwood. Gerald M. Tierney, Jr., 4433 West Touhy Avenue, Lincolnwood, Illinois 60646 is a Senior Vice President and General Counsel of Telco. To the best of Telco's knowledge, except as set forth in Item VII, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. V. (a) RDIS Corporation, a Delaware corporation ("RDIS") (formerly known as Libco Corporation). (b) The principal executive offices of RDIS are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) RDIS's principal business is conducted through its wholly-owned subsidiary, Telco. (d) (e) RDIS has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of RDIS, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chairman of the Board of Directors, and Treasurer of RDIS (see Section VI). Gerald M. Tierney, Jr. is Secretary of RDIS (see Section IV). To the best of RDIS's knowledge, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. VI. Clyde Wm. Engle, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646, is Chairman of the Board of Directors and Chief Executive Officer of RDIS, Chairman of the Board of Directors, President and Chief Executive Officer of Telco, Chairman of the Board, President and Chief Executive Officer of GSC Enterprises, Inc. and Chairman of the Board of its subsidiary, Bank of Lincolnwood and Chairman of the Board and Chief Executive Officer of Sunstates Corporation. Except as set forth in Item VII, Mr. Engle has not during the past five years been convicted in a criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. VII. (d) (e)Hickory, Telco and Mr. Engle are the subject of a cease and Desist order dated October 7, 1993, issued by the Securities and Exchange Commission (the "Commission") requiring Telco and certain of its affiliates to permanently cease and desist from committing any further violations of Section l6(a) of the Securities Exchange Act of l934 as amended and the rules promulgated thereunder, which requires monthly and other periodic reports of transactions in certain securities. The Commission found some of the reports of such transactions to have been filed delinquently although many of these transactions were between affiliated entities or had been publicly reported in other reports filed with the Commission or had been otherwise publicly announced. ITEM 3 Source and Amount of Funds or Other Consideration. Funds were provided by borrowing on a personal line of credit with LaSalle National Bank, a non-related commercial bank in Chicago, Illinois. The shares of Alba-Waldensian purchased by Mr. Engle have been pledged to secure repayment of all advances under this line of credit. ITEM 4. Purpose of Transaction. The purpose of purchases of securities of Alba-Waldensian, Inc. by Mr. Engle is for investment. The reporting persons intend to review continuously their position in Alba-Waldensian, Inc. and may, depending upon their evaluation of Alba-Waldensian, Inc.'s business and prospects as well as upon future developments and upon price, availability of shares and other factors, determine to increase, decrease or eliminate their position in Alba-Waldensian, Inc. The reporting persons are not considering any plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving Alba-Waldensian, Inc. or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of Alba-Waldensian, Inc. or any of its subsidiaries; (c) any change in Alba-Waldensian, Inc.'s Board of Directors or management; (d) any material change in the present capitalization or dividend policy of Alba-Waldensian, Inc.; (e) any material change in Alba-Waldensian, Inc.'s business, corporate structure, charter or by-laws; (f) any change which would impede the acquisition of control of Alba-Waldensian, Inc. by any person; (g) any class of securities of Alba-Waldensian, Inc. to be delisted; (h) Alba-Waldensian, Inc. common stock to be eligible to be deregistered under the Securities Exchange Act of l934; or (i) any action similar to those enumerated above. ITEM 5. Interest in Securities of the Issuer. (a) Mr. Engle owns directly 488,500 shares of common stock of Alba-Waldensian, Inc., and in addition owns indirectly 76,300 shares through affiliated companies. (b) On May 15 and May 28, 1998, the secured lender to Coronet Insurance Company, in liquidation, a wholly owned subsidiary of Sunstates Corporation sold an aggregate of 938,700 shares of Alba-Waldensian, Inc. pursuant to Section 904 of the Illinois Uniform Commercial Code. On May 15, 1998, Mr. Engle directly and through an affiliate, purchased an aggregate of 543,700 of these shares at a purchase price of $7.50 per share. On May 28, 1998, Mr. Engle purchased 14,800 of such shares at a purchase price of $7.50 per share. ITEM 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer. NONE ITEM 7. Materials to be filed as Exhibits. (a) Promissory Note in favor of LaSalle National Bank, Chicago, Illinois executed by Mr. Engle covering advances , among other things, for the purchase of the shares of Alba-Waldensian described in Item 3.(to be filed by amendment ). SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. Dated: August 6, 1998 NORMANDY INSURANCE AGENCY, INC. SUNSTATES CORPORATION HICKORY FURNITURE COMPANY TELCO CAPITAL CORPORATION RDIS CORPORATION By: /S/ Clyde Wm. Engle Thereunto duly authorized CLYDE WM. ENGLE /S/ CLYDE WM. ENGLE -----END PRIVACY-ENHANCED MESSAGE-----