-----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, GsERm4g7UJaQRXHM3+7PvuF+GYXx8yGh2+zU/jO5DDDJJyXKDcSA2Ua9GfHXl4Np n0fuR/OCovjcC8mzahTvrw== 0000105532-96-000002.txt : 20030213 0000105532-96-000002.hdr.sgml : 20030213 19960111093952 ACCESSION NUMBER: 0000105532-96-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960111 SROS: AMEX 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: 1934 Act SEC FILE NUMBER: 005-12649 FILM NUMBER: 96502687 BUSINESS ADDRESS: STREET 1: 201 ST GERMAIN AVE SW STREET 2: P O BOX 100 CITY: VALDESE STATE: NC ZIP: 28690 BUSINESS PHONE: 7048742191 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: VALDESE STATE: NC ZIP: 28690 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLCO ENTERPRISES INC CENTRAL INDEX KEY: 0000105532 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 560769274 STATE OF INCORPORATION: NC FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GEORGIA AVE & PINE ST STREET 2: PO BOX 188 CITY: WAYNESVILLE STATE: NC ZIP: 28786 BUSINESS PHONE: 7044563545 MAIL ADDRESS: STREET 1: PO BOX 188 CITY: WAYNESVILLE STATE: NC ZIP: 28786 FORMER COMPANY: FORMER CONFORMED NAME: WELLCO RO SEARCH INC DATE OF NAME CHANGE: 19690216 FORMER COMPANY: FORMER CONFORMED NAME: WELLCO RO SEARCH INDUSTRIES INC DATE OF NAME CHANGE: 19680517 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ALBA-WALDENSIAN, INC. (Name of Issuer) Common Stock, $2.50 Par Value (Title of Class of Securities) 012041109 (CUSIP Number) David Lutz Wellco Enterprises, Inc. Post Office Box 188 Waynesville, North Carolina 28786 (704) 456-3545 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1994 (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: [X]. (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.) 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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. The total number of shares reported herein is 938,700 shares, which constitutes approximately 50.7% of the total number of shares outstanding. All ownership percentages set forth herein assume that at December 30, 1994, there were 1,852,778 shares outstanding. (Continued on following pages) Page 1 of 19 Pages CUSIP No. 012041109 13D Page 2 of 19 Pages 1 NAME OF REPORTING PERSON'S S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Wellco Enterprises, Inc. 56-0769274 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) WC and BK 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of North Carolina NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 400,000 OWNED BY EACH REPORTING PERSON WITH 8 SHARES VOTING POWER 538,700 9 SOLE DISPOSITIVE POWER 400,000 10 SHARES DISPOSITIVE POWER 538,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 938,700 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.7% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Page 2 of 19 Pages Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13D Statement dated December 30, 1994, relating to the Common Stock, par value $2.50 per share (the "Common Stock"), of Alba-Waldensian, Inc. (the "Company"). Item 1. Security and Issuer. This Schedule 13D statement relates to the Common Stock, par value $2.50 per share (the "Common Stock"), of Alba-Waldensian, Inc. (the "Company"). The principal executive offices of the Company are located at 201 St. Germain, S.W., Valdese, North Carolina, telephone number (704) 879-6500. Item 2. Identity and Background. Information regarding the identity and background of the person reporting pursuant to this Schedule 13D statement (the "Reporting Person") are as follows: (a) The names of the Reporting Person is Wellco Enterprises, Inc. (b) The business address of the Reporting Person is 133 N. Pine Street, Hazelwood, North Carolina 28738. (c) The Reporting Person is a North Carolina corporation engaged in the manufacture of footwear. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not 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. (f) The Reporting Person is incorporated in the State of North Carolina. Item 3. Source and Amount of Funds or Other Consideration. The Common Stock was acquired with existing cash funds ($2,200,000) of the Company and a loan ($2,050,000) from First Union National Bank. Item 4. Purpose of Transaction. The Common Stock reported in this Schedule 13D statement was purchased for investment purposes only. The Reporting Person does not have any current plans or proposals that relate to or would result in: (a) The acquisition by any person of additional shares of Common Stock or the disposition of shares of Common Stock; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; Page 3 of 19 Pages (c) A sale or transfer of a material amount of assets of the company or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Any changes in the Company's Charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be desisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities by the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person owns of record 400,000 shares of Common Stock, (21.6% of the number of shares outstanding on October 2, 1994). In addition, the Reporting Person holds an option to acquire up to an additional 538,700 shares of Common Stock (29.1% of the number of shares outstanding on October 2, 1994) from Coronet Insurance Company, pursuant to the Stock Purchase Agreement filed as Exhibit 1 hereto. (b) The Reporting Person has sole power to vote and sole power to dispose of 400,000 shares of Common Stock. The Reporting Person also has an option to acquire up to an additional 538,700 shares of Common Stock pursuant to the Stock Purchase Agreement filed as Exhibit 1 hereto. If the Reporting Person exercises this option, it will acquire sole power to vote and to dispose of such shares. (c) The Reporting Person has not executed any transactions in the Common Stock during the last sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Person holds an option to acquire up 538,700 shares of Common Stock pursuant to the Stock Purchase Agreement filed as Exhibit 1 hereto. The shares of Common Stock subject to the option are presently held by Coronet Insurance Company, an affiliate of the Reporting Person, as described in Exhibit 2 hereto. Page 4 of 19 Pages Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Stock Purchase Agreement 2 Statement of Individual Filing Page 5 of 19 Pages 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. January 10, 1995 WELLCO ENTERPRISES, INC. By: David Lutz, Secretary/Treasurer Page 6 of 19 Pages EXHIBIT INDEX Exhibit No. Description Page No. Exhibit 1 Stock Purchase Agreement 8 Exhibit 2 State of Individual Filing 19 Page 7 of 19 Pages -----END PRIVACY-ENHANCED MESSAGE-----