SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
SCHEDULE 13D
Amendment No. 45
CORONET INSURANCE COMPANY
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE INVESTMENT TRUST
HICKORY FURNITURE COMPANY,
TELCO CAPITAL CORPORATION,
RDIS CORPORATION AND
CLYDE WM. ENGLE
(Name of person(s) filing Statement)
WELLCO CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of class of securities)
949476 1 05
(CUSIP Number)
Lee N. Mortenson
Suite 1600, 55 E. Monroe Street
Chicago, Illinois 60603 (312) 849-2990
(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)
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CORONET INSURANCE COMPANY
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
Working Capital
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
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68%
14. Type of Reporting Person
IC
<PAGE>
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) [ ]
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
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68%
14. Type of Reporting Person
CO
<PAGE>
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
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
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68%
14. Type of Reporting Person
CO
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WISCONSIN REAL ESTATE INVESTMENT TRUST
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
WISCONSIN
7. Sole Voting Power
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68
14. Type of Reporting Person
CO--COMMON LAW TRUST
<PAGE>
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) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68%
14. Type of Reporting Person
CO
<PAGE>
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
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68
14. Type of Reporting Person
CO
<PAGE>
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
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Share [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68%
14. Type of Reporting Person
CO
<PAGE>
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
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
USA
7. Sole Voting Power
25,000 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
25,000 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
25,000 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
6.68%
14. Type of Reporting Person
IN
<PAGE>
ITEM 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is the shares of common stock, $1.00 par value
per share. The name and address of the issuer of such securities
is Wellco Enterprises, Inc. ("Wellco") Waynesville, NC 28738.
ITEM 2. Identity and Background
I. (a) Coronet Insurance Company ("Coronet"), an
Illinois corporation.
(b) The principal executive offices of Coronet are
located at 3500 West Peterson Avenue, Chicago,
Illinois 60659.
(c) Coronet is engaged primarily in underwriting
automobile insurance. Coronet is a wholly-
owned subsidiary of Normandy Insurance Agency,
Inc.
(d) (e) Except as noted in Item IX Coronet 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 Coronet, all of whom are United States citizens, are
as follows:
Lee N. Mortenson, 3500 West Peterson Avenue, Chicago,
Illinois 60659, is President and a director of Coronet.
Mark Chamberlain Riess, 3500 West Peterson Avenue,
Chicago, Illinois 60659, is Secretary-Treasurer of Coronet.
Timothy L. Brown, 3500 West Peterson Avenue, Chicago,
Illinois 60659 is Vice President of Coronet.
Henry A. Eckenfels, Jr., 3500 West Peterson Avenue,
Chicago, Illinois 60659 is Vice President of Coronet.
Lee N. Mortenson is President, Chief Executive Officer
and a director of Coronet (see Section III).
Howard Friedman is a director of Coronet (see Section
III).
<PAGE>
Clyde Wm. Engle is a director of Coronet (see Section
VIII).
Everett A. Sisson is a director of Coronet (see Section
III).
Timothy L. Brown is a director of Coronet (see Section
III).
To the best of Coronet's knowledge, except as set forth
in Section IX none of the above individuals has, 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.
II. (a) Normandy Insurance Agency, Inc. ("Normandy"),
an Illinois corporation.
(b) The principal executive offices of Normandy
are located at 3500 West Peterson Avenue,
Chicago, Illinois 60659.
(c) Normandy is engaged primarily in underwriting
and selling automobile insurance. 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 Section III).
Mark Chamberlain Riess is Secretary-Treasurer of Normandy
(see Section I).
Clyde Wm. Engle is Vice President and a director of
Normandy (see Section VIII).
<PAGE>
To the best of Normandy's knowledge, except as set forth
in Section 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.
III. (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 in the
manufacture and sale of furniture and in
insurance underwriting. Sunstates is a
subsidiary of Wisconsin Real Estate Investment
Trust.
(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 Acton (see Section VIII).
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, 55 E. Monroe Street, Chicago, Illinois
60603 is President, Chief Operating Officer and a director of
Sunstates and a director of Telco Capital Corporation.
Robert J. Spiller, 4600 Marriott Drive, Suite 200,
Raleigh, N.C. 27612, is a director of Sunstates; formerly Chairman
<PAGE>
of the Board and a director of The Boston Five Cents Savings Bank,
10 School Street, Boston, Massachusetts 02108.
Howard Friedman, 10 South Wacker Drive, Suite 4000,
Chicago, Illinois 60606, is a director of Sunstates and an
attorney-at-law and member of the firm of Altheimer and Gray, l0 S.
Wacker Drive, Chicago, Illinois 60606.
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. 276l2 is Secretary of Sunstates.
To the best of Sunstate's knowledge, except as set forth
in Section 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.
IV. (a) Wisconsin Real Estate Investment Trust
("WREIT") is a common law business trust formed under the
laws of the State of Wisconsin.
(b) The principal executive offices of WREIT are
located at 55 E. Monroe Street, Chicago,
Illinois 60603.
(c) WREIT is a common law business trust. WREIT
is a subsidiary of Hickory Furniture Company.
(d) (e) WREIT 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, address and principal occupation or
employment of the executive officers and Trustees of WREIT, all of
whom are United States citizens, are as follows:
Clyde Wm. Engle is Chairman of the Board of Trustees and
Secretary of WREIT (see Section VIII).
Philip J. Robinson is Treasurer and Chief Accounting
Officer of WREIT (see Section VI).
<PAGE>
Harold Sampson, 222 East Erie Street, Milwaukee,
Wisconsin, is a trustee of WREIT (see Section III).
To the best of WREIT's knowledge, except as set forth in
Section 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.
V. (a) Hickory Furniture Company ("Hickory"), a
Delaware corporation.
(b) The principal executive offices of Hickory are
located at Suite 1600, 55 E. Monroe Street,
Chicago, lllinois 60603.
(c) Hickory is engaged primarily, through its
subsidiaries, in the manufacture, development
and sale of real estate, in insurance
underwriting and in the manufacture and sale of
furniture. Hickory is a subsidiary of Telco
Capital Corporation.
(d) (e) Hickory has not, except as set forth in Section
IX, 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 VIII).
Lee N. Mortenson is a director of Hickory (see Section
III).
To the best of Hickory's knowledge, except as set forth
in Section 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,
<PAGE>
federal or state securities laws or finding any violation with
respect to such laws.
VI. (a) Telco Capital Corporation ("Telco"), a Delaware
corporation.
(b) The principal executive offices of Telco are
located at 55 E. Monroe Street, Chicago,
Illinois 60603.
(c) Telco, through its subsidiaries, manufactures
and sells furniture, owns and develops real
estate and underwrites and sells automobile
insurance. Telco is a wholly-owned subsidiary
of RDIS Corporation.
(d) (e) Except as set forth in Section IX, 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, 55 E. Monroe Street, Chicago, Illinois
60603, is Chairman of the Board and Chief Executive Officer of
Telco (see Section VIII).
Lee N. Mortenson is President and a director of Telco
(see Section III).
Amelia S. Fitzgerald, 55 E. Monroe Street, Chicago,
Illinois 60603, is Vice-President, Assistant to the Chairman and
Secretary of Telco and Assistant to the Chairman and Vice President
of Bank of Lincolnwood.
Philip J. Robinson, Jr., 55 E. Monroe Street, Chicago,
Illinois 60603 is Vice President and Chief Financial Officer of
Telco.
Gerald M. Tierney, Jr., 55 E. Monroe Street, Chicago,
Illinois 60603 is a Senior Vice President and General Counsel of
Telco.
To the best of Telco's knowledge, except as set forth in
Section 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
<PAGE>
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. (a) RDIS Corporation, a Delaware corporation
("RDIS") (formerly known as Libco Corporation).
(b) The principal executive offices of RDIS are
located at 55 E. Monroe Street, Chicago,
Illinois 60603.
(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 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 VIII).
Gerald M. Tierney, Jr. is Secretary of RDIS (see Section
VI).
To the best of RDIS's knowledge, except as set forth in
Section 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.
VIII. Clyde Wm. Engle, 55 E. Monroe Street, Chicago,
Illinois 60603, 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 Section IX, Mr. Engle has not
during the past five years been convicted in a criminal proceeding
of any sort (excluding traffic violations and similar
<PAGE>
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.
IX. Coronet, 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.
Not Applicable
ITEM 4. Purpose of Transaction.
The purpose of purchases of securities of Wellco
Enterprises, Inc. by Coronet is for investment.
The reporting persons intend to review continuously their
position in Wellco and may, depending upon their evaluation of
Wellco'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 Wellco.
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 Wellco or any of its subsidiaries; (b) a
sale or transfer of a material amount of assets of Wellco or any of
its subsidiaries; (c) any change in Wellco's Board of Directors or
management; (d) any material change in the present capitalization
or dividend policy of Wellco; (e) any material change in Wellco's
business, corporate structure, charter or by-laws; (f) any change
which would impede the acquisition of control of Wellco by any
person; (g) any class of securities of Wellco to be delisted; (h)
Wellco 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)Coronet owns directly or through wholly-owned
subsidiaries 25,000 shares of common stock of
<PAGE>
Wellco. All securities owned by Coronet may also
be deemed to be owned beneficially by the other
reporting persons.
(b)Each of the reporting persons may be deemed to
possess both sole power to direct the vote and sole
power to direct the disposition of the securities
of Rocky Mountain owned by Coronet.
(c)During the past 60 days, Coronet has made the
following open market purchases of Wellco common
stock: November 16, 1995 1,000 shares $16,285
aggregate consideration.
During the past 60 days, Coronet has made the
following private sales of Wellco common shares:
December 29, 1995 510,424 shares $10,009,415
aggregate consideration
ITEM 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer.
On December 29, 1995 Wellco Enterprises, Inc. repurchased
an aggregate of 5l0,424 shares from Coronet for an aggregate
purchase price of $10,009,4l5. Coronet retained 25,000 shares and
has given a proxy respecting such shares to Wellco's management.
A copy of the stock purchase agreement is attached hereto as
Exhibit 7(b).
ITEM 7. Materials to be Filed as Exhibits.
(a) A joint filing undertaking as required by the Rules.
(b) Stock Purchase Agreegement dated December 29, 1995.
<PAGE>
SIGNATURES
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: December 29, 1995
CORONET INSURANCE COMPANY
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE INVESTMENT
TRUST
HICKORY FURNITURE COMPANY
TELCO CAPITAL CORPORATION
RDIS CORPORATION
By: /s/ CLYDE WM. ENGLE
Clyde Wm. Engle
Thereunto duly authorized
/s/ CLYDE WM. ENGLE
CLYDE WM. ENGLE
<PAGE>
SIGNATURES
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: December 29, 1995
CORONET INSURANCE COMPANY
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE INVESTMENT
TRUST
HICKORY FURNITURE COMPANY
TELCO CAPITAL CORPORATION
RDIS CORPORATION
By:
Clyde Wm. Engle
Thereunto duly authorized
CLYDE WM. ENGLE
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
(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.
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.
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>
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
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>
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 Securites and
Exchange Commission Form 4 for The Coronet Group.
