<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
RIDGEVIEW, INC.
----------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
765905 10 4
--------------
(CUSIP Number)
JOSEPH LEVY
FINANCE MANAGER
GIBOR SPORT ALPHA SOCKS LTD.
GOLD HOUSE, 1 HAMELACHA STREET
NEW INDUSTRIAL ZONE
KIRYAT NORDAU, NATANYA
42501 P.O.B. 8211 ISRAEL
972-9-8851373
WITH COPIES TO:
J. NORFLEET PRUDEN, III
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
100 NORTH TRYON STREET, SUITE 4200
CHARLOTTE, NORTH CAROLINA 28202-4006
(704) 331-7442
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 24, 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: [ ]
(Page 1 of 2 Pages)
(continued on following pages)
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<TABLE>
<CAPTION>
- --------------------------------------- ----------------------------------
13D
CUSIP No. 765905 10 4 Page 2 of 2 Pages
- --------------------------------------- ----------------------------------
<S> <C> <C>
=================== =============================================================================================================
1 NAME OF REPORTING PERSON Gibor Sport Alpha Socks Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
=================== =============================================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
=================== =============================================================================================================
3 SEC USE ONLY
=================== =============================================================================================================
4 SOURCE OF FUNDS* WC
=================== =============================================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
=================== =============================================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
========================= ======== ==============================================================================================
7 SOLE VOTING POWER
NUMBER OF 1,500,000
SHARES ======== ==============================================================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ======== ==============================================================================================
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,500,000
WITH ======== ==============================================================================================
10 SHARED DISPOSITIVE POWER
0
=================== =============================================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
=================== =============================================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
=================== =============================================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
=================== =============================================================================================================
14 TYPE OF REPORTING PERSON*
CO
=================== =============================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of Common Stock, par value
$.01 per share (the "Common Stock"), of Ridgeview, Inc., a North Carolina
corporation (the "Company"). The address of the Company's principal executive
office is 2101 North Main Avenue, Newton, North Carolina 28658.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Gibor Sport Alpha Socks Ltd.
("Gibor"), a publicly traded Israeli corporation. Gibor's principal business is
the design, manufacture and sale of sports and fashionable socks for men, women
and children. Gibor's principal business address is Gold House, 1 Hamelacha
Street, New Industrial Zone, Kiryat Nordau, Natanya, 42501 P.O.B. 8211 Israel.
Gibor is controlled by Gibor Sport Holdings, 28 Betsalel, St. Ramat-Gan, Israel,
a publicly traded Israeli holding company with subsidiaries in the textiles,
real estate and high technology businesses. Gibor Sport Holdings is controlled
by Sagiel Investments, 28 Betsalel, St. Ramat-Gan, Israel, a publicly traded
Israeli holding company with Gibor Sport Holdings and Naamen Porcelan, a cutlery
distributor, as its primary subsidiaries. Sagiel Investments is controlled by
Sagiel Holdings, 28 Betsalel, St. Ramat-Gan, Israel, a privately held Israeli
holding company whose sole asset is an interest in Sagiel Investments. Eitan
Eldar, Roi George Gill and Yehuda Sayag each own a 1/3 interest in Sagiel
Holdings. Messrs. Eldar, Gill and Sayag are the only directors and executive
officers of Sagiel Holdings. Information about Messrs. Eldar, Gill and Sayag are
included in the tables below. The following table provides certain information
about Gibor's directors:
<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
- ---- ------------------- -------------------- -----------
<S> <C> <C> <C>
Moshe Alon 2 Levitan Street, Tel-Aviv, Managing Director of Gibor Israeli
Israel
Eitan Eldar 37 King David Street, Managing Director of Gibor Sport Israeli
Herzliyya Pituah, Israel Holdings
Roi George Gil 26 Hamaapilim Street, Managing Director of Gibor Sport Israeli
Herzliyya Pituah, Israel Holdings
Yehuda Sayag 1 Klahuzner Street, Herzliyya Diamond Trader Israeli
Pituah, Israel
Shahar Brikman 3 Brazil Street, Tel-Aviv, Chief Financial Officer of Gibor Sport Israeli
Israel Holdings
Samuel Marfogal Demon Way Street, Bet-Yizhaq, Chief Financial Officer of Hacsharat Israeli
Israel Hyishuv, an Israeli holding company
with subsidiaries in the newspaper,
real estate and cable television
businesses.
</TABLE>
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<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
- ---- ------------------- -------------------- -----------
<S> <C> <C> <C>
Natan Galperin 4/33 Elite Street, Herzliah, Business Consultant Israeli
Israel
Shiri Fridman 4 Avshalom Street, Tel-Aviv, Attorney Israeli
Israel
</TABLE>
The following table provides certain information about Gibor's executive
officers:
<TABLE>
<CAPTION>
NAME RESIDENTIAL ADDRESS TITLE CITIZENSHIP
- ---- ------------------- ----- -----------
<S> <C> <C> <C>
Moshe Alon 2 Levitan Street, Tel-Aviv, Managing Director Israeli
Israel
Joseph Levy 41 Mishmar Hayarden Street, Chief Financial Officer Israeli
Tel-Aviv, Israel
Gidean Doleve 101 Brener Street, Herzliah, Marketing Manager Israeli
Israel
Haled Hamshawy Village Rammi, Israel Plant Manager Israeli
Ezra Rashti 2 Rab Ashi Street, Tel-Aviv, Internal Auditor Israeli
Israel
</TABLE>
During the past five years, neither Gibor nor any of its directors or executive
officers, any person controlling Gibor or any executive officer or director of
the person ultimately in control of Gibor has been convicted in a criminal
proceeding or has been a party to any civil proceedings that resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Gibor's working capital provided the funds for the loan made by Gibor
which provides for the conversion feature to the shares of Common Stock to which
this filing relates.
ITEM 4. PURPOSE OF TRANSACTION.
On April 19, 2000, Gibor and the Company executed a letter agreement
(the "Letter"), a copy of which is attached hereto as Exhibit 1 and the terms of
which are incorporated into this Schedule 13D by reference thereto. In the
Letter, Gibor proposed to acquire all of the outstanding shares of Common Stock
for $1.00 per share in cash. In the Letter, Gibor proposed that the acquisition
would be made by a merger of a subsidiary to be created by Gibor in the United
States. The Letter stated that the acquisition was subject to the negotiation of
a mutually acceptable merger agreement and the approval of Gibor's and the
Company's shareholders.
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In the Letter, Gibor and the Company also agreed that Gibor would make
an unsecured loan in the amount of $1,000,000 to the Company to provide the
Company with additional working capital. In the Letter, Gibor acknowledged that
the loan would be subordinated to the Company's term and revolving indebtedness
to certain U.S. banks and that the loan could not be repaid until the Company
repaid such indebtedness. In the Letter, Gibor and the Company agreed that if
the acquisition did not close within 90 days from the date the loan was made,
Gibor would have the right to covert the loan into 1,500,000 shares of Common
Stock. The loan was made on April 24, 2000. This Schedule 13D is being filed
because Gibor may be deemed to be the beneficial owner of 1,500,000 shares of
Common Stock on or before the exercise of the conversion feature.
Gibor's original purpose for making the loan was to provide needed
working capital to the Company pending the negotiation of a merger resulting in
the acquisition by Gibor of all of the outstanding Common Stock. After signing
the Letter and making the loan, Gibor conducted further investigations of the
Company. Based upon such investigations, Gibor has determined not to pursue such
merger or an acquisition of all of the outstanding Common Stock. Gibor is still
interested in obtaining a controlling interest in the Company, although Gibor is
now considering a direct equity investment rather than the acquisition of
outstanding Common Stock. As of the date of this filing, no specific plans or
proposals have been made as to the number or type of shares that may be
purchased in such investment, the price to be paid for such investment or any of
the other terms of such investment. Gibor will also continue to look at other
alternatives concerning a relationship between Gibor and the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Gibor may be deemed to be the beneficial owner of
1,500,000 shares of Common Stock, which would represent, when issued,
approximately 33.3% of the Company's outstanding Common Stock. The percentages
calculated in this Item 5 are based upon 3,000,000 shares of Common Stock
outstanding as of November 15, 1999 as reported on the Company's quarterly
report on Form 10-Q for the fiscal quarter ended September 30, 1999 (the most
recently available filing with the Securities and Exchange Commission by the
issuer) and the 1,500,000 shares of Common Stock to be received by Gibor on
conversion of the loan.
(b) Gibor will have sole voting and dispositive power with
respect to all 1,500,000 shares of Common Stock that it may beneficially own
upon conversion of the loan.
(c) Other than as described in Item 4, neither Gibor nor any
of its directors or executive officers, any person controlling Gibor or any
executive officer or director of the person ultimately in control of Gibor has
effected any transaction in shares of Common Stock during the past 60 days.
(d) No person other than Gibor will have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock that will be issued upon a conversion of the
loan.
(e) Not applicable.
5
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Item 4, no contracts, arrangements,
understandings or relationships (legal or otherwise) exist among or between
Gibor, any of its directors or executive officers, any person controlling Gibor
or any executive officer or director of the person ultimately in control of
Gibor and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Letter agreement, dated April 19, 2000, executed by Gibor and the
Company (filed herewith).
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SIGNATURE
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.
May 25, 2000
GIBOR SPORT ALPHA SOCKS LTD.
By: s/ Joseph Levy
------------------------------------
Joseph Levy
Finance Director
7
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
1 Letter agreement, dated April 19, 2000, executed by Gibor 9
and the Company
8
<PAGE> 1
EXHIBIT 1
April 19, 2000
Ridgeview, Inc.
2101 North Main Avenue
Newton NC
United States
Ladies and Gentlemen:
Gibor Sports Alpha Socks Ltd. proposes to acquire all of the
outstanding shares of Ridgeview, Inc. for $1.00 per share in cash. The
acquisition would be made as soon as possible pursuant to a merger of a
subsidiary to be established in the United States by us. The acquisition is
subject to the negotiation of a mutually satisfactory merger agreement, which
would have to be approved by our shareholders and we understand would have to be
approved by the holders of a majority of Ridgeview's outstanding shares of
common stock.
To demonstrate our good faith and interest in completing the proposed
merger, we will immediately extend a loan of $1,000,000 U.S. Dollars to
Ridgeview to provide additional working capital to support Ridgeview's hosiery
business. We understand that the loan will be unsecured and subordinated to
Ridgeview's revolving and term indebtedness to certain U.S. banks and cannot be
repaid until Ridgeview has paid them in full all amounts due to them. If the
acquisition does not close within 90 days from the date the loan is made, we
shall have the right to convert our loan into 1,500,000 shares of Ridgeview's
common stock.
In consideration of our extending this loan, Ridgeview agrees that for
a period of 90 days from the execution of this letter it will not solicit any
proposal or offer from any other person or company relating to the acquisition
of all of Ridgeview's outstanding common stock or all or substantially all of
its assets.
If the foregoing proposal regarding a merger and our loan is acceptable
to Ridgeview, please indicate your acceptance by signing and returning to me a
copy of this letter.
Accepted and Agreed to: Very truly yours,
Ridgeview, Inc.
Gibor Sport Alpha Socks Ltd.
s/ Hugh R. Gaither, President GIBOR SPORT
ALPHA SOCKS LTD.
By: Hugh R. Gaither, President
s/ Moshe Alon
By: Moshe Alon, Managing Director
9
