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
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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
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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 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
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(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
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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
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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
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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
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