<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Schedule 14D-1
(Amendment No. 4)
Tender Offer Statement Pursuant to Section 14(d)(1)
Of the Securities Exchange Act of 1934
and
Schedule 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
---------------------------
ALBA-WALDENSIAN, INC.
(Name of Subject Company)
---------------------------
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)
--------------------------
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, Esq.
Douglas L. Getter, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
================================================================================
*This Amendment No. 4 to Schedule 14D-1 also constitutes Amendment No. 2 to the
statement on Schedule 13D of AWS Acquisition Corp., Tefron U.S. Holdings Corp.
and Tefron Ltd. with respect to the shares of common stock, par value $2.50 per
share of Alba-Waldensian, Inc. beneficially owned by AWS Acquisition Corp.,
Tefron U.S. Holdings Corp. and Tefron Ltd.
1
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------------------- -------------------
CUSIP No. 012041109 SCHEDULE 13D Page 2 of 6 Pages
------------------- -------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AWS Acquisition Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,246,045
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,246,045
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,246,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
2
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CUSIP No. 012041109 SCHEDULE 13D Page 3 of 6 Pages
------------------- -------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tefron U.S. Holdings, Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,246,045
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
3,246,045
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,246,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
3
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CUSIP No. 012041109 SCHEDULE 13D Page 4 of 6 Pages
------------------- -------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tefron Ltd.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,246,045
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
3,246,045
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,246,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON
CO
4
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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 Ltd. ("Tefron"), a company
organized under the laws of the State of Israel, Parent and Tefron hereby amend
and supplement their (i) Tender Offer Statement on Schedule 14D-1, as amended,
(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") and (ii) statement on Schedule 13D with respect to
the Shares beneficially owned by Purchaser, Parent and Tefron. 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.
Item 5. Purpose of the Tender Offer and Plans or Proposal of the Bidder.
Item 5. is hereby amended to add the following:
As provided in the Agreement and Plan of Merger, following
completion of the Offer, the number of directors constituting the Company's
Board of Directors was increased from nine to eleven and five members of the
Company's Board of Directors resigned and were replaced by seven designees of
Tefron: Sigi Rabinowicz, Arie Wolfson, Yoseph Ron, Eliezer Peleg, Nachum Peleg,
Lenny Recanti and Frank J. Klien. Four of the Company's directors, Clyde Wm.
Engle, Nathan H Dardick, Glenn J. Kennedy and Joseph C. Minio remained on the
Board of Directors.
As a result of the merger, the Company has filed for removal of the
Shares from listing with the American Stock Exchange and for deregistration of
the Shares with the Securities and Exchange Commission.
Item 6. Interest in Securities of the Subject Company.
Item 6. is hereby amended to add the following:
At 12:00 midnight, New York City time, on December 13, 1999, the
Offer expired. A total of 3,136,679 Shares were purchased pursuant to the
Offer, representing approximately 96.6% of the outstanding Shares.
On December 15, 1999, pursuant to the Agreement and Plan of Merger,
Purchaser merged with and into the Company in accordance with the relevant
provisions of the Delaware General Corporation Law (the "Merger"). At the
Effective Time, each outstanding Share, other than Shares held by the Company
or any subsidiary of the Company, each Share that is owned by Parent or the
Corporation, and Shares with respect to which appraisal rights have been
properly exercised was converted into the right to receive $18.50 in cash.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following exhibit:
(a)(10) Press Release, dated December 15, 1999, issued by Tefron Ltd.
5
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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 15, 1999
AWS ACQUISITION CORP.
By: /s/ Arie Wolfson
-----------------------------
Name: Arie Wolfson
Title: President
By: /s/ Micha Korman
-----------------------------
Name: Micha Korman
Title: Vice President
TEFRON U.S. HOLDINGS, INC.
By: /s/ Arie Wolfson
-----------------------------
Name: Arie Wolfson
Title: President
By: /s/ Micha Korman
-----------------------------
Name: Micha Korman
Title: Vice President
TEFRON LTD.
By: /s/ Arie Wolfson
-----------------------------
Name: Arie Wolfson
Title: President
By: /s/ Micha Korman
-----------------------------
Name: Micha Korman
Title: Chief Financial Officer
6
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[LOGO]
FOR IMMEDIATE RELEASE
- ---------------------
TEFRON LTD. COMPLETES
---------------------
ACQUISITION OF ALBA WALDENSIAN
------------------------------
BNEI-BRAK, Israel -- December 15, 1999 -- Tefron Ltd. (NYSE: TFR), a leading
producer of seamless intimate apparel, today announced the successful completion
of its acquisition of Alba-Waldensian, Inc., a manufacturer of seamless intimate
apparel and healthcare products. Tefron effected the acquisition on December 15,
1999 by merging its wholly-owned subsidiary AWS Acquisition Corp. with and into
Alba, with Alba continuing as a wholly-owned subsidiary of Tefron. The merger
followed the tender by AWS Acquisition Corp. for all outstanding shares of Alba
at $18.50 per share.
Pursuant to the tender offer, AWS Acquisition Corp. purchased shares
representing 96.6% of all Alba common stock outstanding. In the merger, each
outstanding Alba common share not previously purchased in the offer was
converted into the right to receive the same $18.50 per share cash price paid in
the Offer. Tefron announced the terms of the offer and the merger on November
12, 1999.
The total amount of funds required to consummate the cash offer and the merger
at $18.50 per share and to retire certain indebtedness of Alba (including fees
and expenses related thereto) is approximately $85 million. The consideration
will be satisfied out of Tefron's existing cash reserves and new credit
facilities.
Tefron manufactures boutique-quality everyday seamless intimate apparel sold
throughout the world by such name-brand marketers as Victoria's Secret, Gap,
Banana Republic, DIM, Cacharel, Schiesser, the Benetton Group, and B.H.S., as
well as two other well known American designer labels. The Company's product
line includes knitted briefs, tank tops, loungewear, nightwear, bras, T-shirts
and bodysuits, primarily for women.
* * *
TEFRON LTD.
Head Office: 28 CHIDA St. Bnei-Brak 51371 ISRAEL
TEL. 972-3-5978701 FAX. 972-3-5798715
PLANT: IND. Center Teradyon P.O. Box 1365 Misgav 20179 ISRAEL
TEL. 972-4-9900000 FAX. 972-4-9990051/3/5
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[LOGO]
This press release contains certain forward-looking statements with respect to
the Company's business, financial condition and results of operations. These
forward looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements, including, but not limited to, fluctuations in
product demand, economic conditions as well as certain other risks detailed
from time to time in the Company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
# # #
Contact:
Mr. Sigi Rabinowicz, CEO
Tefron Limited
Telephone: 972-3-579-8701
Fax: 972-3-579-8715
Ms. Jennifer Leavitt
Taylor Rafferty Associates
Telephone: 212-889-4350
Fax: 212-683-2614
Email: [email protected]
* * *
TEFRON LTD.
Head Office: 28 CHIDA St. Bnei-Brak 51371 ISRAEL
TEL. 972-3-5978701 FAX. 972-3-5798715
PLANT: IND. Center Teradyon P.O. Box 1365 Misgav 20179 ISRAEL
TEL. 972-4-9900000 FAX. 972-4-9990051/3/5
