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. P. O. Box 188, Waynesvile, North Carolina
28786
704-456-3545
(Name, Address and Telephone Number of person Authorized to Receive Notices and
Communications)
December 29, 1995
(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 this statement: [ ]. (A fee is
notrequired only if the reporting person: (1) has a previous statement on
filereporting 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.
Page 1 of 11 Pages
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13d
CUSIP NO. 012041109
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 MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of North Carolina
7 SOLE VOTING POWER
NUMBER OF SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0-
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCEEDS CERTAIN SHARES (SEE
INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 2 of 11 Pages
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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, Amendment No. 1, dated
December 29, 1995, relating to the Common Stock, par Value $2.50 per share (the
"Common Stock"), of Alba-Waldensian, Inc. (The "Company").
Item 5. Interest in Securities of the Issuer.
On December 29, 1995, the Reporting Person, under a Stock Repurchase
Agreement with The Coronet Group, exchanged all of the 400,000 shares of Common
Stock of the Company and a cash payment of $5,460,205 for 510,424 shares of the
common stock of the Reporting Person. In addition, the Reporting Person
relinquished and transferred all rights and obligations it had under a December
29, 1994 Stock Purchase Agreement between the Reporting person and The Coronet
Group. Under the Stock Purchase Agreement, the Reporting Person had an option to
acquire up to an additional 538,700 shares of the Common Stock of the Company.
After this transaction the Reporting Person does not own, either directly
or beneficially, any of the Common Stock of the Company.
A copy of the Stock Repurchase Agreement is attached as Exhibit 10 to this
Schedule 13D.
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.
January 8, 1996
WELLCO ENTERPRISES, INC.
By: /s/ David Lutz
David Lutz, Secretary/Treasurer
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EXHIBIT INDEX
EXHIBIT NO DESCRIPTION PAGES NUMBERED
Exhibit 1 Stock Repurchase Agreement 5-11
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EXHIBIT 10
STATE OF NORTH CAROLINA
COUNTY OF HAYWOOD
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT is made and entered into this 29th day of
December, 1995, by and between WELLCO ENTERPRISES, INC., a North Carolina
corporation with its principal office and place of business at 150 Westwood
Circle, Waynesville, North Carolina, and hereinafter referred to as the
"Company"; and CLYDE Wm. ENGLE, hereinafter referred to individually as "Engle";
and the undersigned corporate signators to this Agreement, hereinafter referred
to collectively as "The Coronet Group".
W I T N E S S E T H :
WHEREAS, The Coronet Group are stockholders of the Company and as of the
date of this Agreement collectively beneficially own a total of 535,424 shares
of the Company's presently outstanding 884,806 shares of common stock; and
WHEREAS, the Company is authorized to repurchase said shares held by The
Coronet Group pursuant to the provisions of N.C.G.S. Section 55-6-31(a); and
WHEREAS, the Company has received from Interstate/Johnson Lane, Inc., of
Charlotte, North Carolina an opinion that the entering into of this transaction
is fair from a financial point of view to the common shareholders of the
Company, and has given notification of this transaction to the American Stock
Exchange as required by the rules and regulations of said Exchange; and
WHEREAS, the Board of Directors of Company has determined that the
repurchase of 510,424 shares of the Company's stock from The Coronet Group in
accordance with the terms of this Agreement is in the best interest of the
Company and its common shareholders; and
WHEREAS, The Coronet Group are willing to sell said 510,424 shares of the
Company's stock in accordance with the terms of this Agreement;
WHEREAS, the corporate signators to this Agreement from The Engle Group are
as follows: (I) WELLCO HOLDINGS COMPANY, a Illinois corporation, which
beneficially owns the Company's stock which is the subject of this Agreement;
(ii) RDIS Corporation, a Delaware corporation, of which Engle owns more
than 50% of its outstanding stock and itself is the parent corporation of
SUNSTATES CORPORATION;
(iii) SUNSTATES CORPORATION, a Delaware corporation, which is the parent
corporation of NORMANDY INSURANCE AGENCY, INC., an Illinois insurance
corporation;
(iv) NORMANDY INSURANCE AGENCY, INC., a Illinois corporation, which is the
parent corporation of CORONET INSURANCE COMPANY, an Illinois corporation;
(v) CORONET INSURANCE COMPANY, an Illinois insurance corporation, which is
the parent corporation of WELLCO HOLDINGS COMPANY, an Illinois corporation;
(vi) TELCO CAPITAL CORPORATION, a Delaware corporation, which owns a
majority of the equity interest in HICKORY FURNITURE COMPANY, a Delaware
corporation; and
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(vii) HICKORY FURNITURE COMPANY, a Delaware corporation, which owns a
majority of the equity interest in WISCONSIN REAL ESTATE INVESTMENT TRUST, a
Wisconsin business trust;
Attached hereto as Exhibit "A" are the respective direct beneficial owners
of the Company's stock which is the subject of this Agreement and which will
receive the payments to be made by the Company under this Agreement. By signing
of this Agreement, each of these named owners agree that all the consideration
paid by the Company will be to LaSalle National Bank as payment to each of them;
NOW THEREFORE, the Company and The Coronet Group (by their respective
corporate signatures hereinafter affixed enter into this Agreement) and subject
to the following terms and conditions, hereby agree as follows:
1. The Company hereby repurchases from The Coronet Group and The Coronet
Group hereby sells to the Company, FIVE HUNDRED TEN THOUSAND FOUR HUNDRED AND
TWENTY FOUR (510,424) shares of the Company's stock currently owned by The
Coronet Group at a purchase price of $10,346,753.00 ($20.2709 per share),
payment to be made by a cash payment of $5,460,205.00 and transfer by Company of
the Company's 400,000 shares of the outstanding common stock of Alba-Waldensian,
Inc., a Delaware corporation, at an agreed upon price of $4,886,548.00
(consisting of the Company's initial cash cost of $4,250,000, the cost of
acquisition of $224,786, a return on this investment of $357,983, and the
cumulative accounting loss recorded by the Company of its equity share of the
losses of Alba through September 30, 1995 of $53,779), to the respective owners
of the Company's stock purchased hereunder as reflected on Exhibit "A" hereto.
Payment of the above cash, transfer of the 400,000 shares of the common stock of
Alba Waldensian, Inc. and transfer of the 510,424 shares of the Company's stock
will be made simultaneously and on December 29, 1995 or the earliest possible
date thereafter.
2. In addition to the cash purchase price for said 510,424 shares provided
for in Paragraph 1 above, the Company shall further be obligated to pay the
respective owners of stock owned by The Coronet Group and sold to the Company
hereunder, or their respective heirs, successors or assigns, an additional
amount not to exceed $1,531,272.00 but payable only from sixty (60%) percent of
the cumulative after-tax profits of the Company as determined by the annual
audited consolidated financial statements of the Company in excess of
$400,000.00 for each of the six (6) fiscal years of the Company commencing with
the fiscal year starting June 30, 1996. Such payment shall be made by the
Company within ten (10) days after the receipt by the Company of its audited
financial statement for its fiscal year ending June 28, 1997, and the subsequent
five (5) fiscal years, until the selling shareholders have collectively been
paid a maximum total of $1,531,272.00. Said audited financial statement shall be
furnished to the Company by the Company's then-regularly engaged independent
auditors. The Company shall have the right at any time to prepay the principal
of any unpaid balance of the maximum $1,531,272.00, in whole or in part, at its
discounted present Value applying a SEVEN (7.0%) PERCENT discount factor per
annum from its execution date to the prepayment date and assuming a total payout
period of six (6) years from June 30, 1996. Said obligation shall be unsecured
and subordinate to all financial obligations of the Company for money borrowed,
whether now or hereafter secured or unsecured and no payments on said obligation
may be made if there then exists any default in the terms of any such secured or
unsecured financial obligations of the Company and said obligation shall be
subordinate to such other secured or unsecured financial obligations. The
Company will expeditiously prepare a Contingent Note containing the above
provisions.
3. The Coronet Group hereby warrant, acknowledge and represent to the
Company that the report of beneficial ownership of the Company's stock held by
The Coronet Group as reported in SEC Form 4 for the month of November, 1995
attached hereto as Exhibit "B" and filed with the United States Securities and
Exchange Commission and the Company, is and remains true and correct and that
the identity and respective stock holdings of the Company's stock of the Coronet
Insurance Company subsidiaries not named in Exhibit "B" are as stated in Exhibit
"A" hereto.
Page 6 of 11 Pages
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4. The Coronet Group hereby warrants and represents to the Company that The
Coronet Group is acquiring said shares of Alba Waldensian, Inc. for its own
account, for the purpose of investment only and not for the purpose of or with a
view to the sale or other disposition thereof within the meaning of the
Securities Act of 1933, as amended (the "Act"), except as may be permitted by
such Act and the rules and regulations promulgated under such Act. The Coronet
Group acknowledges that said shares are not registered with the SEC or with any
regulatory agencies charged with the administration of state securities laws.
The Coronet Group acknowledges that a legend to such effect will be placed on
certificates representing the shares. As a condition to said purchase and sale
transaction, the Company hereby relinquishes and transfers to The Coronet Group
all rights and obligations of the Company and The Coronet Group hereby
relinquishes and transfers to the Company all rights and obligations of The
Coronet Group arising under December 29, 1994 Stock Purchase Agreement between
the Company and Coronet Insurance Company relating to said 400,000 shares of
Alba-Waldensian, Inc. stock which were subject of said Stock Purchase Agreement.
Accordingly, upon transfer of said Alba-Waldensian shares said Stock Purchase
Agreement shall become null and void and no longer of any force and effect by or
against the Company and The Coronet Group.
5. The Coronet Group hereby irrevocably agree that neither they nor any
person, firm or corporation with which they are associated (as defined by
applicable rules and regulations of the United States Securities and Exchange
Commission) will acquire direct or indirect beneficial ownership of any of the
Company's common stock exceeding 20% of the common stock outstanding at any time
for a period of ten (10) years after the consummation of this Agreement. The
Coronet Group hereby irrevocably designate the Board of Directors of the Company
as their attorney-in-fact and proxy for this ten (10) year period after
consummation of this purchase transaction as to the voting rights attendant to
all shares of the Company's stock now or hereafter owned by The Coronet Group at
any annual or special meeting of the Company's stockholders as to any and all
matters which may properly come before the Company's stockholders for vote at
all of said meetings.
6. Clyde Wm. Engle further hereby irrevocably agrees to resign as a
Director of the Company effective with said consummation of this repurchase
transaction as above provided.
7. The Coronet Group hereby undertake to timely file with the Securities
and Exchange Commission all filings required by them as the result of
consummation of this Agreement and particularly SEC Form 4 and Form 13-D.
8. The Coronet Group warrants and represents to the Company that each of
the corporate members of The Engle Group which are signators to this Agreement
and the individual signators signing on their respective behalves have full
corporate, statutory and regulatory authority to execute and consummate this
Agreement and that the Company's stock to be sold to the Company pursuant to
this Agreement will be at closing hereunder free of any liens or contractual
obligations of them or any of them that would preclude or in any manner restrict
or limit the sale of the Company's stock pursuant to this Agreement.
9. Attached hereto as Exhibit "C" is a schedule of all the Company's stock
acquired by The Coronet Group acquired by them after June 30, 1995 and the
respective purchase price for said stock so acquired. The Coronet Group hereby
acknowledge that they are respectively liable to the Company for any profit
realized by them based upon the selling price of $20.2709 per share provided for
under Paragraph 1 of this Agreement and the purchase price for said stock as
reported on said Exhibit "C". The Coronet Group as reported on said Exhibit "C"
shall pay to the Company upon the Company's purchase of the stock hereby
repurchased by the Company the profit realized pursuant to Section 16(d) of the
Securities Exchange Act of 1934, on or before January 31, 1996.
Page 7 of 11 Pages
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10. This Agreement shall be interpreted under applicable laws of the State
of North Carolina and the United States of America. All notices to be given
hereunder shall be mailed (with facsimile copies thereof) as follows:
To The Coronet Group: To the Company:
c/o Sunstates Corporation Mr. Horace Auberry
4600 Marriott Dr. Chairman, Board of Directors
Raleigh, NC 27612 Wellco Enterprises, Inc.
Post Office Box 188
Waynesville, NC 28786
Fax No: 919-781-5619 Fax No: (704) 456-3547
Page 8 of 11 Pages
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This Agreement has been executed and entered into by the Chairman of the
Board of the Company upon authorization duly given to them by the Board of
Directors of the Company at a Special Meeting thereof held on December 29, 1995,
and by the undersigned corporate members of The Coronet Group.
BY AUTHORIZED OFFICER SIGNATURE
WELLCO ENTERPRISES, INC. Chairman of the Board of
Directors
THE CORONET GROUP:
WELLCO HOLDINGS
COMPANY
NATIONAL ASSURANCE
INDEMNITY COMPANY
CORONET INSURANCE
COMPANY
NORMANDY INSURANCE
AGENCY
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE
INVESTMENT FUND
HICKORY FURNITURE
COMPANY
TELCO CAPITAL
CORPORATION
RDIS CORPORATION
CLYDE WM. ENGLE,
individually and as a Director
of the Company
Page 9 of 11 Pages
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EXHIBIT A
STOCK REPURCHASE AGREEMENT ENTERED INTO ON DECEMBER 29, 1995
BETWEEN WELLCO ENTERPRISES, INC. AND THE CORONET GROUP
DIRECT BENEFICIAL OWNERS OF THE COMPANY'S STOCK SUBJECT TO THIS AGREEMENT
Wellco Holdings Company
National Assurance Indemnity Company
Coronet Insurance Company
Normandy Insurance Agency
Sunstates Corporation
Wisconsin Real Estate Investment Fund
Hickory Furniture Company
Telco Capital Corporation
RDIS Corporation
Clyde Wm. Engle
Page 10 of 11 Pages
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EXHIBIT B
STOCK REPURCHASE AGREEMENT ENTERED INTO ON DECEMBER 29, 1995
BETWEEN WELLCO ENTERPRISES, INC. AND THE CORONET GROUP
SECURITIES AND EXCHANGE COMMISSION FORM 4 OF THE CORONET GROUP FOR NOVEMBER,
1995
The attached eight pages are a true and exact copy of the Securities and
Exchange Commission Form 4 for The Coronet Group.
Page 11 of 11 Pages
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