-----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, LrJFUEKSSb4CDXqvPx6WKDR5AVqk6RLUO8Me6e+1a/5Q8l500txalBkSAGnqI/Uu cPtmqhR+cZnbT+L7wQ0t9w== 0000889812-99-003675.txt : 19991216 0000889812-99-003675.hdr.sgml : 19991216 ACCESSION NUMBER: 0000889812-99-003675 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991215 GROUP MEMBERS: AWS ACQUISITION CORP. GROUP MEMBERS: TEFRON LTD GROUP MEMBERS: TEFRON U.S. HOLDINGS CORP. 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: 99775281 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 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-12649 FILM NUMBER: 99775282 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: TEFRON LTD CENTRAL INDEX KEY: 0001044863 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 28 CHIDA ST STREET 2: ISRAEL CITY: BNEI BRAK ZIP: 51371 MAIL ADDRESS: STREET 1: 28 CHIDA ST STREET 2: ISRAEL CITY: BNEI BRAK ZIP: 51371 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEFRON LTD CENTRAL INDEX KEY: 0001044863 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 28 CHIDA ST STREET 2: ISRAEL CITY: BNEI BRAK ZIP: 51371 MAIL ADDRESS: STREET 1: 28 CHIDA ST STREET 2: ISRAEL CITY: BNEI BRAK ZIP: 51371 SC 14D1/A 1 AMENDMENT NO. 4 TO SCHEDULE 14D-1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- Schedule 14D-1 (Amendment No. 4) Tender Offer Statement Pursuant to Section 14(d)(1) Of the Securities Exchange Act of 1934 and Schedule 13D (Amendment No. 2) Under the Securities Exchange Act of 1934* --------------------------- ALBA-WALDENSIAN, INC. (Name of Subject Company) --------------------------- AWS ACQUISITION CORP. a wholly-owned subsidiary of TEFRON U.S. HOLDINGS CORP. a wholly-owned subsidiary of TEFRON LTD. (Bidders) Common Stock, par value $2.50 per share (Title of Class of Securities) -------------------------- 012041109 (CUSIP Number of Class of Securities) ARIE WOLFSON, PRESIDENT AWS ACQUISITION CORP. C/O TEFRON LTD. 28 CHIDA STREET BNEI-BRAK, 51371, ISRAEL 011-972-3-579-8701 (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) With copies to: Morton A. Pierce, Esq. Douglas L. Getter, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-8000 ================================================================================ *This Amendment No. 4 to Schedule 14D-1 also constitutes Amendment No. 2 to the statement on Schedule 13D of AWS Acquisition Corp., Tefron U.S. Holdings Corp. and Tefron Ltd. with respect to the shares of common stock, par value $2.50 per share of Alba-Waldensian, Inc. beneficially owned by AWS Acquisition Corp., Tefron U.S. Holdings Corp. and Tefron Ltd. 1 ------------------- ------------------- CUSIP No. 012041109 SCHEDULE 13D Page 2 of 6 Pages ------------------- ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AWS Acquisition Corp. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,246,045 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 3,246,045 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,246,045 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON CO 2 ------------------- ------------------- CUSIP No. 012041109 SCHEDULE 13D Page 3 of 6 Pages ------------------- ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tefron U.S. Holdings, Corp. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 3,246,045 REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 3,246,045 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,246,045 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON CO 3 ------------------- ------------------- CUSIP No. 012041109 SCHEDULE 13D Page 4 of 6 Pages ------------------- ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tefron Ltd. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS BK, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Israel NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 3,246,045 REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 3,246,045 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,246,045 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% 14 TYPE OF REPORTING PERSON CO 4 AWS Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly-owned subsidiary of Tefron U.S. Holdings Corp., a Delaware corporation ("Parent") and wholly-owned subsidiary of Tefron Ltd. ("Tefron"), a company organized under the laws of the State of Israel, Parent and Tefron hereby amend and supplement their (i) Tender Offer Statement on Schedule 14D-1, as amended, (the "Schedule 14D-1") relating to the offer by Tefron, the Purchaser and Parent to purchase all of the outstanding shares of common stock, par value $2.50 per share (the "Shares"), of Alba- Waldensian, Inc., a Delaware corporation (the "Company") and (ii) statement on Schedule 13D with respect to the Shares beneficially owned by Purchaser, Parent and Tefron. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto. Item 5. Purpose of the Tender Offer and Plans or Proposal of the Bidder. Item 5. is hereby amended to add the following: As provided in the Agreement and Plan of Merger, following completion of the Offer, the number of directors constituting the Company's Board of Directors was increased from nine to eleven and five members of the Company's Board of Directors resigned and were replaced by seven designees of Tefron: Sigi Rabinowicz, Arie Wolfson, Yoseph Ron, Eliezer Peleg, Nachum Peleg, Lenny Recanti and Frank J. Klien. Four of the Company's directors, Clyde Wm. Engle, Nathan H Dardick, Glenn J. Kennedy and Joseph C. Minio remained on the Board of Directors. As a result of the merger, the Company has filed for removal of the Shares from listing with the American Stock Exchange and for deregistration of the Shares with the Securities and Exchange Commission. Item 6. Interest in Securities of the Subject Company. Item 6. is hereby amended to add the following: At 12:00 midnight, New York City time, on December 13, 1999, the Offer expired. A total of 3,136,679 Shares were purchased pursuant to the Offer, representing approximately 96.6% of the outstanding Shares. On December 15, 1999, pursuant to the Agreement and Plan of Merger, Purchaser merged with and into the Company in accordance with the relevant provisions of the Delaware General Corporation Law (the "Merger"). At the Effective Time, each outstanding Share, other than Shares held by the Company or any subsidiary of the Company, each Share that is owned by Parent or the Corporation, and Shares with respect to which appraisal rights have been properly exercised was converted into the right to receive $18.50 in cash. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended by adding the following exhibit: (a)(10) Press Release, dated December 15, 1999, issued by Tefron Ltd. 5 SIGNATURE After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 15, 1999 AWS ACQUISITION CORP. By: /s/ Arie Wolfson ----------------------------- Name: Arie Wolfson Title: President By: /s/ Micha Korman ----------------------------- Name: Micha Korman Title: Vice President TEFRON U.S. HOLDINGS, INC. By: /s/ Arie Wolfson ----------------------------- Name: Arie Wolfson Title: President By: /s/ Micha Korman ----------------------------- Name: Micha Korman Title: Vice President TEFRON LTD. By: /s/ Arie Wolfson ----------------------------- Name: Arie Wolfson Title: President By: /s/ Micha Korman ----------------------------- Name: Micha Korman Title: Chief Financial Officer 6 EX-99.(A)(10) 2 PRESS RELEASE [LOGO] FOR IMMEDIATE RELEASE - --------------------- TEFRON LTD. COMPLETES --------------------- ACQUISITION OF ALBA WALDENSIAN ------------------------------ BNEI-BRAK, Israel -- December 15, 1999 -- Tefron Ltd. (NYSE: TFR), a leading producer of seamless intimate apparel, today announced the successful completion of its acquisition of Alba-Waldensian, Inc., a manufacturer of seamless intimate apparel and healthcare products. Tefron effected the acquisition on December 15, 1999 by merging its wholly-owned subsidiary AWS Acquisition Corp. with and into Alba, with Alba continuing as a wholly-owned subsidiary of Tefron. The merger followed the tender by AWS Acquisition Corp. for all outstanding shares of Alba at $18.50 per share. Pursuant to the tender offer, AWS Acquisition Corp. purchased shares representing 96.6% of all Alba common stock outstanding. In the merger, each outstanding Alba common share not previously purchased in the offer was converted into the right to receive the same $18.50 per share cash price paid in the Offer. Tefron announced the terms of the offer and the merger on November 12, 1999. The total amount of funds required to consummate the cash offer and the merger at $18.50 per share and to retire certain indebtedness of Alba (including fees and expenses related thereto) is approximately $85 million. The consideration will be satisfied out of Tefron's existing cash reserves and new credit facilities. Tefron manufactures boutique-quality everyday seamless intimate apparel sold throughout the world by such name-brand marketers as Victoria's Secret, Gap, Banana Republic, DIM, Cacharel, Schiesser, the Benetton Group, and B.H.S., as well as two other well known American designer labels. The Company's product line includes knitted briefs, tank tops, loungewear, nightwear, bras, T-shirts and bodysuits, primarily for women. * * * TEFRON LTD. Head Office: 28 CHIDA St. Bnei-Brak 51371 ISRAEL TEL. 972-3-5978701 FAX. 972-3-5798715 PLANT: IND. Center Teradyon P.O. Box 1365 Misgav 20179 ISRAEL TEL. 972-4-9900000 FAX. 972-4-9990051/3/5 [LOGO] This press release contains certain forward-looking statements with respect to the Company's business, financial condition and results of operations. These forward looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements, including, but not limited to, fluctuations in product demand, economic conditions as well as certain other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. # # # Contact: Mr. Sigi Rabinowicz, CEO Tefron Limited Telephone: 972-3-579-8701 Fax: 972-3-579-8715 Ms. Jennifer Leavitt Taylor Rafferty Associates Telephone: 212-889-4350 Fax: 212-683-2614 Email: tra@taylor-rafferty.com * * * TEFRON LTD. Head Office: 28 CHIDA St. Bnei-Brak 51371 ISRAEL TEL. 972-3-5978701 FAX. 972-3-5798715 PLANT: IND. Center Teradyon P.O. Box 1365 Misgav 20179 ISRAEL TEL. 972-4-9900000 FAX. 972-4-9990051/3/5 -----END PRIVACY-ENHANCED MESSAGE-----