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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
LANCE, INC.
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(NAME OF ISSUER)
$.83-1/3 PAR VALUE COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
514606 10 2
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(CUSIP NUMBER)
A. ZACHARY SMITH III
100 N. TRYON STREET, SUITE 4200
CHARLOTTE, NORTH CAROLINA 28202 (704) 331-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 9, 1998
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(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: [ ].
NOTE: This Amendment No. 4 amends and restates the Schedule 13D of Nan Davis
Van Every dated August 10, 1990 pursuant to rule 13d-2(c).
(Page 1 of 6)
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CUSIP No. 514606 10 2 13D Page 2 of 6 Pages
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<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON Nan Davis Van Every
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,645,867
BENEFICIALLY -------------------------------------------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON WITH -------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,645,867
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,867
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 6)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.83-1/3 per
share (the "Common Stock"), of Lance, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 8600 South Boulevard, Charlotte,
North Carolina 28232.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The name of the reporting person is Nan Davis Van Every. The
residence address of Mrs. Van Every is 6001 Pelican Bay Boulevard, Naples,
Florida 34108. Mrs. Van Every is not currently employed.
(d) During the past five years, Mrs. Van Every has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mrs. Van Every has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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) Mrs. Van Every is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mrs. Van Every initially acquired 1,297,920 shares of the Common Stock
(the "Inherited Shares") under the will dated April 7, 1987 of her husband,
Salem A. Van Every, Jr. who died on May 27, 1990, as the sole trustee under the
marital trust created under his will. Since Mrs. Van Every became the beneficial
owner on June 29, 1990, upon her qualification as trustee of the marital trust,
no funds or other consideration were used in the acquisition of the Inherited
Shares. The Inherited Shares are no longer subject to the marital trust.
In addition, Mrs. Van Every also beneficially owns 347,947 shares of
Common Stock (the "Other Shares"), of which 21,142 shares, taking into account
stock splits and stock dividends, were given to her by her late husband, with
the balance purchased by her through the Issuer's dividend reinvestment plan,
privately negotiated transactions or through brokers. Mrs. Van Every has used
her personal funds in making such purchases. Mrs. Van Every beneficially owns
34,074 of these Other Shares in her capacity as trustee of several trusts (the
"Family Trusts") established for the benefit of her children.
On December 9, 1997, Mrs. Van Every transferred from the Revocable
Trust an aggregate of 1,580,793 shares of Common Stock (the "Transferred
Shares"), to two separate irrevocable trusts (the "Irrevocable Trusts") with
substantially the same terms except with different trustees. On April 9, 1998,
the Transferred Shares were transferred by operation of the terms of each such
Irrevocable Trust to the Nan Davis Van Every Revocable Trust dated April 1, 1992
(the "Revocable Trust") of which Mrs. Van Every is the grantor, trustee and
beneficiary.
(Page 3 of 6)
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At this time, the source and amount of funds that Mrs. Van Every may
use to fund future purchases of Common Stock, if any, is undetermined, although
the funds for such future purchases, if any, are likely to be the personal funds
of Mrs. Van Every. Future purchases, if any, Mrs. Van Every may make under the
Issuer's dividend reinvestment plan will be funded through the reinvestment of
dividends or through personal funds of Mrs. Van Every.
ITEM 4. PURPOSE OF TRANSACTION.
Since Mrs. Van Every is the beneficial owner of the Inherited Shares
not by purchase but by operation of law, she became such a beneficial owner
without motive or purpose. Mrs. Van Every acquired beneficial ownership of the
Other Shares either by gift without purpose or by purchase for investment. Mrs.
Van Every intends to hold the Common Stock reported herein for investment.
Mrs. Van Every intends to evaluate the business and prospects of the
Issuer and depending on her evaluation, other investment opportunities, market
conditions and other factors as she may deem material, Mrs. Van Every may seek
to acquire additional shares of the Common Stock in the open market or through
the Issuer's dividend reinvestment plan, in private transactions or otherwise,
or she may dispose of all or a portion of the shares of the Common Stock
presently held or hereafter acquired.
As the grantor, trustee and beneficiary of the Revocable Trust, Mrs.
Van Every has sole investment power to dispose or direct the disposition of and
sole power to vote or direct the voting of all such shares held in the Revocable
Trust.
Mrs. Van Every beneficially owns 31,000 shares of Common Stock subject
to an option held by Salem Lance Van Every to acquire such shares. The option
became exercisable on January 31, 1997.
Except as set forth in this Item 4, Mrs. Van Every has no present plans
or proposals that relate to or that would result in any of the actions specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the Common Stock beneficially
owned by Mrs. Van Every pursuant to Rule 13d-3 of the Securities and Exchange
Act of 1934 is 1,645,867, which constitutes approximately 5.5% of the
outstanding shares of the Common Stock.
(b) The 1,645,867 shares of Common Stock reported herein are
beneficially owned by Mrs. Van Every either directly by Mrs. Van Every or in her
capacity as trustee under the Family Trusts. Mrs. Van Every has the sole
investment power to dispose or direct the disposition of these shares and she
has the sole voting power to vote or direct the voting of these shares.
(c) Mrs. Van Every has not acquired or disposed of any shares of Common
Stock during the past 60 days, except 1,580,793 shares were transferred from the
Irrevocable Trusts to the Revocable Trust on April 9, 1998 pursuant to the terms
of each Irrevocable Trust.
(Page 4 of 6)
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(d) No person other than Mrs. Van Every has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by Mrs. Van Every, except the
beneficiaries under the Family Trusts have certain rights to receive dividends
from, or the proceeds from the sale of, the shares of the Common Stock,
described in Item 5(b), held by such Family Trusts.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Item 4 regarding certain shares held subject to an option
agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Letter Agreement dated July 22, 1996
between Nan D. Van Every and S. Lance Van Every
(Previously filed as Exhibit C to Amendment No. 1 of
this Schedule 13D and incorporated herein by
reference).
(Page 5 of 6)
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Nan Davis Van Every April 28, 1998
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Nan Davis Van Every
(Page 6 of 6)
