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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant to Section 14(d)(1)
Of the Securities Exchange Act of 1934
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ALBA-WALDENSIAN, INC.
(Name of Subject Company)
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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)
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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
Douglas L. Getter
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fees*
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$62,234,040.67 $12,447
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* Estimated for purposes of calculated the amount of the filing fee only.
The amount assumes the purchase of 3,246,045 shares of common stock,
$2.50 par value (the "Shares"), at a price per Share of $18.50 in cash
and the cash-out of 187,753 outstanding stock options at a net price of
$2,182,208.17. Such number of Shares represents all the Shares
outstanding as of November 5, 1999 and assumes the exercise of all
existing vested options, warrants, and other rights to acquire Shares
from the Company.
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/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: $12,335 Filing Party: Tefron Ltd.
Form or Registration no.: 005-12649 Date Filed: November 12, 1999
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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 LTC. ("Tefron"), a corporation
organized under the laws of Israel, Parent and Tefron hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (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").
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.
14D-1 Tender Offer Statement.
The cover page of the 14D-1 is amended to remove the following:
"and
Schedule 13D
Under the Securities Exchange Act of 1934"
Item 4. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4(b) is hereby amended and
supplemented by the following:
The information set forth in the Offer to Purchase under the caption
"12. Source and Amount of Funds." is hereby amended to add the following:
It is anticipated that funds borrowed to purchase the Shares
will be repaid from funds generated internally by Tefron and its
subsidiaries or other sources, which may include proceeds from bank
borrowings or the sale of debt or equity securities or some
combination thereof. Tefron has not made any decisions for such
repayment and will determine the actual source of funds for
repayment only after the completion of its review of the Company and
its analysis of then prevailing market conditions, including
interest rates and other economic conditions.
Item 7. Contracts, Arrangements, Understandings or Relationships
with Respect to the Subject Company's Securities.
The penultimate paragraph under the caption "Introduction" is hereby
amended to add at the end of such paragraph the following:
If the necessary consent of the holders of the Options is
obtained, the outstanding Options will be terminated as of the
Takedown Date (as defined herein) for a net payment to the holders
of such Options of $2,182,208.17 (less required withholding taxes).
See Section 11.
The paragraph titled "Company Stock Options" under the caption "11.
Purpose of the Offer; the Merger Agreement; the Support Agreement; the
Consulting Agreements; Appraisal Rights; Plans for the Company." is hereby
amended to add at the end of such paragraph the following:
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The Purchaser and Parent have elected to permit the Company
to take the actions set forth above as of the Takedown Date. As a
result, it is anticipated that, if the necessary consent of holders
of Options is obtained, the 187,753 outstanding Options will be
terminated for a net payment to the holders of such Options of
$2,182,208.17 (less required withholding taxes).
Item 10. Other Information.
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the Offer expired on
November 27, 1999. Expiration or termination of the waiting period is a
condition to the Offer, and such condition has now been satisfied. On December
3, 1999, the Company and Parent jointly issued a press release which announced
the expiration of the waiting period. The joint press release issued by the
Company and Parent on December 3, 1999 is filed herewith as Exhibit (a)(9).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following exhibit:
(a)(9) Form of joint press release issued by the Company and Parent on
December 3, 1999.
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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 3, 1999
AWS ACQUISITION CORP.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: President
By: /s/ Micha Korman
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Name: Micha Korman
Title: Vice President
TEFRON U.S. HOLDINGS, INC.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: President
By: /s/ Micha Korman
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Name: Micha Korman
Title: Vice President
TEFRON LTD.
By: /s/ Arie Wolfson
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Name: Arie Wolfson
Title: President
By: /s/ Micha Korman
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Name: Micha Korman
Title: Vice President
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HART-SCOTT-RODINO WAITING PERIOD FOR
TEFRON LTD. ACQUISITION OF
ALBA-WALDENSIAN, INC. EXPIRES
BNEI-BRAK, ISRAEL and VALDESE, N.C., December 3, 1999 - Tefron Ltd. (NYSE: TFR)
and Alba-Waldensian, Inc. (AMEX: AWS) announced today that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the
acquisition of Alba-Waldensian by a subsidiary of Tefron expired on November
27, 1999.
On November 8, 1999, Tefron and Alba-Waldensian entered into a definitive
acquisition agreement, providing for a tender offer by the Tefron subsidiary
for all of Alba-Waldensian's outstanding common stock at $18.50 per share in
cash, to be followed by the merger of the Tefron subsidiary into
Alba-Waldensian. The tender offer commenced on November 12, 1999 and is
scheduled to expire on December 13, 1999.
