SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
SCHEDULE 13D/A
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
INDIANA FINANCIAL INVESTORS, INC.
HICKORY FURNITURE COMPANY,
TELCO CAPITAL CORPORATION,
RDIS CORPORATION AND
CLYDE WM. ENGLE
(Name of person(s) filing Statement)
ALBA-WALDENSIAN, INC.
(Name of Issuer)
Common Stock, $2.50 par value per share
(Title of class of securities)
012041109
(CUSIP Number)
Clyde Wm. Engle
4433 West Touhy Avenue
Lincolnwood, Illinois 60646 (847) 565-9246
(Name, address and telephone number of person authorized to receive notices
and communications)
May 28, 1998
(Date of event which requires filing of this Statement)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NORMANDY INSURANCE AGENCY, INC.
2. Check the Appropriate Box if a Member of a Group (a) []
(b) []
<PAGE>
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization
ILLINOIS
7. Sole Voting Power
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 Common Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares []
13. Percent of Class Represented By Amount in Row (11)
0%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUNSTATES CORPORATION
2. Check the Appropriate Box if a Member of a Group (a) []
(b) []
3. SEC Use Only
4. Source of Funds
N/A
<PAGE>
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 Common Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares []
13. Percent of Class Represented By Amount in Row (11)
0%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
HICKORY FURNITURE COMPANY
2. Check the Appropriate Box if a Member of a Group (a) []
(b) []
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
<PAGE>
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 Common Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares []
13. Percent of Class Represented By Amount in Row (11)
0%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TELCO CAPITAL CORPORATION
2. Check the Appropriate Box if a Member of a Group (a) []
(b) []
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
<PAGE>
0 Common Shares
80 Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 Common Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares []
13. Percent of Class Represented By Amount in Row (11)
0%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RDIS CORPORATION
2. Check the Appropriate Box if a Member of a Group (a) []
(b) []
3. SEC Use Only
4. Source of Funds
N/A
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
0 Common Shares
<PAGE>
80 Shared Voting Power
N/A
90 Sole Dispositive Power
0 Common Shares
100 Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 Common Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares []
13. Percent of Class Represented By Amount in Row (11)
0%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CLYDE WM. ENGLE
2. Check the Appropriate Box if a Member of a Group (a) []
(b) []
3. SEC Use Only
4. Source of Funds
Funds were provided by borrowing on a personal line of credit with
LaSalle National Bank, a non-related commercial bank in Chicago, Illinois.
The shares of Alba-Waldensian purchased by Mr. Engle have been pledged to
secure repayment of all advances under this line of credit.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
6. Citizenship or Place of Organization
USA
7. Sole Voting Power
564,800 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
<PAGE>
564,800 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
564,800 Common Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares []
13. Percent of Class Represented By Amount in Row (11)
35.9%
14. Type of Reporting Person
IN
ITEM 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the shares of common stock, $2.50 par value per share. The name and
address of the issuer of such securities is Alba-Waldensian, Inc. 201 St.
Germain Ave. NW, Valdese, North Carolina 28690.
ITEM 2. Identity and Background
I. (a) Normandy Insurance Agency, Inc. ("Normandy"), an Illinois corporation.
(b) The principal executive offices of Normandy are located
at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646.
(c) Normandy is engaged through its subsidiaries in the
manufacture and sale of automated textile. Normandy is a
wholly-owned subsidiary of Sunstates Corporation.
(d)(e) Normandy has not during the past five years,
been convicted in a criminal proceeding of any sort
(excluding misdemeanors similar to traffic violations) or
been subject to a judgment, decree or final order enjoining
future violations or prohibiting or mandating actions
subject to, federal or state securities laws or finding any
violation with respect to such laws.
The identity and background of the executive officers and directors of
Normandy, all of whom are United States citizens, are as follows:
Lee N. Mortenson is President and a director of Normandy (see
<PAGE>
Section II).
Clyde Wm. Engle is Vice President and a director of Normandy (see Section VI).
To the best of Normandy's knowledge, except as set forth in Item IX
none of the above individuals has, during the past five years been convicted in
criminal proceeding of any sort (excluding traffic violations and similar
misdemeanors), or been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating actions subject to, federal or
state securities laws or finding any violation with respect to such laws.
II. (a) Sunstates Corporation ("Sunstates"), a Delaware
corporation.
(b) The principal executive offices of Sunstates are located
at 4600 Marriott Drive, Suite 200, Raleigh, NC 27612.
(c) Sunstates is engaged primarily in the development and
sale of real estate, and through its subsidiaries in the
manufacture and sale of automated textile equipment
Sunstates is an affiliate of Hickory Furniture Company.
(d) (e) Sunstates has not during the past five years, been
convicted in a criminal proceeding of any sort (excluding
misdemeanors similar to traffic violations) or been
subject to a judgment, decree or final order enjoining
future violations or prohibiting or mandating actions
subject to, federal or state securities laws or finding
any violation with respect to such laws.
The identity and background of the executive officers and directors of
Sunstates, all of whom are United States citizens, are as follows:
Clyde Wm. Engle is Chairman of the Board and Chief Executive Officer and a
director of Sunstates (see Section VI).
Harold Sampson, 222 East Erie Street, Milwaukee, Wisconsin, is a
director of Sunstates; and Chairman of the Board of Sampson Enterprises, Inc., a
firm engaged in the development of real estate.
William D. Schubert, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612,
is a director of Sunstates.
Lee N. Mortenson, 4433 West Touhy Avenue, Lincolnwood, Illinois
60646 is President, Chief Operating Officer and a Director of Alba-
Waldensian, Inc.; President, Chief Operating Officer and a director of
Sunstates; and President and a director of Telco Capital Corporation. Howard
Friedman, 130 E. Randolph Street, Chicago, Illinois 60601, is a director of
Sunstates and an attorney-at-law and member of the firm of Schuyler, Roche &
Zwirner, 130 E. Randolph Street, Chicago, Illinois 60601.
<PAGE>
Glenn Kennedy, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612, is the
Chief Financial Officer of Sunstates.
Richard Leonard, 4600 Marriott Drive, Suite 200, Raleigh, N.C.
27612 is Secretary of Sunstates.
To the best of Sunstate's knowledge, except as set forth in Item VII
none of the above individuals has, during the past five years been convicted in
criminal proceeding of any sort (excluding traffic violations and similar
misdemeanors), or been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating actions subject to, federal or
state securities laws or finding any violation with respect to such laws.
III. (a) Hickory Furniture Company ("Hickory"), a
Delaware corporation.
(b) The principal executive offices of Hickory are located at
4433 West Touhy Avenue, Lincolnwood, Illinois 60646.
(c) Hickory is engaged primarily, through its subsidiaries, in
the development and sale of real estate, in the manufacture
and sale of automated textile equipment, and in the
manufacture and sale of hosiery, intimates and medical
products. Hickory is a subsidiary of Telco Capital
Corporation.
(d) (e) Hickory has not, during the past five years, been
convicted in a criminal proceeding of any sort
(excluding misdemeanors similar to traffic violations) or
been subject to a judgment, decree or final order enjoining
future violations or prohibiting or mandating actions
subject to, federal or state securities laws or finding any
violation with respect to such laws.
The identity and background of the executive officers and directors of
Hickory, all of whom are United States citizens, are as follows:
Clyde Wm. Engle is Chief Executive Officer and a director of Hickory (see
Section VI).
Lee N. Mortenson is a director of Hickory (see Section I).
To the best of Hickory's knowledge, except as set forth in Item VII,
none of the above individuals has, during the past five years been convicted in
criminal proceeding of any sort (excluding traffic violations and similar
misdemeanors), or been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating actions subject to, federal or
state securities laws or finding any violation with respect to such laws.
IV. (a) Telco Capital Corporation ("Telco"), a Delaware
corporation.
<PAGE>
(b) The principal executive offices of Telco are located at
4433 West Touhy Avenue, Lincolnwood, Illinois 60646.
(c) Telco, through its subsidiaries, is engaged in the
development and sale of real estate, in the manufacture
and sale of automated textile machinery and in the
manufacture and sale of hosiery, intimates and medical
products. Telco is a wholly-owned subsidiary of RDIS
Corporation.
(d) (e) Except as set forth in Item VII, Telco has not,
during the past five years been involved in a criminal
proceeding of any sort or 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.
The identity and background of the executive officers and directors of
Telco, all of whom are United States citizens, are as follows:
Clyde Wm. Engle, 4433 West Touhy Avenue, Lincolnwood, Illinois
60646, is Chairman of the Board and Chief Executive Officer of Telco (see
Section VI).
Lee N. Mortenson is President and a director of Telco (see Section I).
Amelia S. Fitzgerald, 4433 West Touhy Avenue, Lincolnwood, Illinois
60646, is Vice-President, Assistant to the Chairman and Secretary of Telco and
Assistant to the Chairman of Bank of Lincolnwood.
Gerald M. Tierney, Jr., 4433 West Touhy Avenue, Lincolnwood, Illinois
60646 is a Senior Vice President and General Counsel of Telco.
To the best of Telco's knowledge, except as set forth in Item VII,
none of the above individuals has, during the past five years been convicted in
criminal proceeding of any sort (excluding traffic violations and similar
misdemeanors), or been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating actions subject to, federal or
state securities laws or finding any violation with respect to such laws.
V. (a) RDIS Corporation, a Delaware corporation ("RDIS")
(formerly known as Libco Corporation).
(b) The principal executive offices of RDIS are located at 4433
West Touhy Avenue, Lincolnwood, Illinois 60646.
(c) RDIS's principal business is conducted through its
wholly-owned subsidiary, Telco.
(d) (e) RDIS has not during the past five years, been convicted
in a criminal proceeding of any sort (excluding
<PAGE>
misdemeanors similar to traffic violations) or been subject
to a judgment, decree or final order enjoining future
violations or prohibiting or mandating actions subject to,
federal or state securities laws or finding any violation
with respect to such laws.
The identity and background of the executive officers and directors of
RDIS, all of whom are United States citizens, are as follows:
Clyde Wm. Engle is Chairman of the Board of Directors, and Treasurer of
RDIS (see Section VI).
Gerald M. Tierney, Jr. is Secretary of RDIS (see Section IV).
To the best of RDIS's knowledge, none of the above individuals has, during
the past five years been convicted in criminal proceeding of any sort (excluding
traffic violations and similar misdemeanors), or been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating actions subject to, federal or state securities laws or finding any
violation with respect to such laws.
VI. Clyde Wm. Engle, 4433 West Touhy Avenue, Lincolnwood, Illinois
60646, is Chairman of the Board of Directors and Chief Executive Officer of
RDIS, Chairman of the Board of Directors, President and Chief Executive Officer
of Telco, Chairman of the Board, President and Chief Executive Officer of GSC
Enterprises, Inc. and Chairman of the Board of its subsidiary, Bank of
Lincolnwood and Chairman of the Board and Chief Executive Officer of Sunstates
Corporation.
Except as set forth in Item VII, Mr. Engle has not during the past
five years been convicted in a criminal proceeding of any sort (excluding
traffic violations and similar misdemeanors), or been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating actions subject to, federal or state securities laws or finding any
violation with respect to such laws.
VII.
(d) (e)Hickory, Telco and Mr. Engle are the subject of a cease and Desist
order dated October 7, 1993, issued by the Securities and Exchange Commission
(the "Commission") requiring Telco and certain of its affiliates to permanently
cease and desist from committing any further violations of Section l6(a) of the
Securities Exchange Act of l934 as amended and the rules promulgated thereunder,
which requires monthly and other periodic reports of transactions in certain
securities. The Commission found some of the reports of such transactions to
have been filed delinquently although many of these transactions were between
affiliated entities or had been publicly reported in other reports filed with
the Commission or had been otherwise publicly announced.
ITEM 3 Source and Amount of Funds or Other Consideration.
Funds were provided by borrowing on a personal line of credit with
LaSalle National Bank, a non-related commercial bank in Chicago, Illinois.
The shares of Alba-Waldensian purchased by Mr. Engle have been pledged to
secure repayment of all advances under this line of credit.
<PAGE>
ITEM 4. Purpose of Transaction.
The purpose of purchases of securities of Alba-Waldensian, Inc. by Mr.
Engle is for investment.
The reporting persons intend to review continuously their position in
Alba-Waldensian, Inc. and may, depending upon their evaluation of
Alba-Waldensian, Inc.'s business and prospects as well as upon future
developments and upon price, availability of shares and other factors, determine
to increase, decrease or eliminate their position in Alba-Waldensian, Inc.
The reporting persons are not considering any plans or proposals which
relate to or would result in: (a) an extraordinary corporate transaction, such
as a merger, reorganization, or liquidation, involving Alba-Waldensian, Inc. or
any of its subsidiaries; (b) a sale or transfer of a material amount of assets
of Alba-Waldensian, Inc. or any of its subsidiaries; (c) any change in
Alba-Waldensian, Inc.'s Board of Directors or management; (d) any material
change in the present capitalization or dividend policy of Alba-Waldensian,
Inc.; (e) any material change in Alba-Waldensian, Inc.'s business, corporate
structure, charter or by-laws; (f) any change which would impede the acquisition
of control of Alba-Waldensian, Inc. by any person; (g) any class of securities
of Alba-Waldensian, Inc. to be delisted; (h) Alba-Waldensian, Inc. common stock
to be eligible to be deregistered under the Securities Exchange Act of l934; or
(i) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Mr. Engle owns directly 488,500 shares of common stock of
Alba-Waldensian, Inc., and in addition owns indirectly 76,300 shares through
affiliated companies.
(b) On May 15 and May 28, 1998, the secured lender to Coronet Insurance
Company, in liquidation, a wholly owned subsidiary of Sunstates Corporation sold
an aggregate of 938,700 shares of Alba-Waldensian, Inc. pursuant to Section 904
of the Illinois Uniform Commercial Code. On May 15, 1998, Mr. Engle directly and
through an affiliate, purchased an aggregate of 543,700 of these shares at a
purchase price of $7.50 per share. On May 28, 1998, Mr. Engle purchased 14,800
of such shares at a purchase price of $7.50 per share.
ITEM 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer.
NONE
ITEM 7. Materials to be filed as Exhibits.
(a) Promissory Note in favor of LaSalle National Bank, Chicago, Illinois
executed by Mr. Engle covering advances , among other things, for the purchase
of the shares of Alba-Waldensian described in Item 3.(to be filed by amendment
).
SIGNATURES
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 6, 1998
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
HICKORY FURNITURE COMPANY
TELCO CAPITAL CORPORATION
RDIS CORPORATION
By: /S/ Clyde Wm. Engle
Thereunto duly authorized
CLYDE WM. ENGLE
/S/ CLYDE WM. ENGLE
