UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Dan River Inc.
_________________________________________________________________
(Name of Issuer)
Class A Common Stock
_________________________________________________________________
(Title of Class of Securities)
235774 10 6
_______________________________
(CUSIP Number)
Joseph P. Cresta
Metropolitan Life Insurance Company
4100 Boy Scout Boulevard
Tampa, Florida 33607
(813) 801-2062
_________________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 7, 2000
_________________________________________________________________
(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 / /
Check the following box if a fee is being paid with the statement
/ /(A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON
MetLife, Inc.
(I.R.S. No. 13-4075851)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / N/A
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) N/A / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------
|NUMBER OF | (7) SOLE VOTING POWER |
|SHARES | None |
|BENEFICIALLY | (8) SHARED VOTING POWER |
|OWNED BY | None |
|EACH | (9) SOLE DISPOSITIVE POWER |
|REPORTING | None |
|PERSON | (10) SOLE DISPOSITIVE POWER |
|WITH | None |
|(7 - 10) | |
-----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,708,723
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / / N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1% equity interest / 23.3% voting power
14. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Life Insurance Company
(I.R.S. No. 13-5581829)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / N/A
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) N/A / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-----------------------------------------------------------
|NUMBER OF | (7) SOLE VOTING POWER |
|SHARES | None |
|BENEFICIALLY | (8) SHARED VOTING POWER |
|OWNED BY | None |
|EACH | (9) SOLE DISPOSITIVE POWER |
|REPORTING | None |
|PERSON | (10) SOLE DISPOSITIVE POWER |
|WITH | None |
|(7 - 10) | |
-----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,708,723
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / / N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1% equity interest / 23.3% voting power
14. TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON
23RD Street Investments, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / N/A
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) N/A / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------
|NUMBER OF | (7) SOLE VOTING POWER |
|SHARES | 6,708,723 |
|BENEFICIALLY | (8) SHARED VOTING POWER |
|OWNED BY | N/A |
|EACH | (9) SOLE DISPOSITIVE POWER |
|REPORTING | 6,708,723 |
|PERSON | (10) SOLE DISPOSITIVE POWER |
|WITH | N/A |
|(7 - 10) | |
-----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,708,723
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / / N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1% equity interest / 23.3% voting power
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON
Mezzanine Investment Limited Partnership-BDR
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / N/A
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) N/A / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------
|NUMBER OF | (7) SOLE VOTING POWER |
|SHARES | 6,708,723 |
|BENEFICIALLY | (8) SHARED VOTING POWER |
|OWNED BY | N/A |
|EACH | (9) SOLE DISPOSITIVE POWER |
|REPORTING | 6,708,723 |
|PERSON | (10) SOLE DISPOSITIVE POWER |
|WITH | N/A |
|(7 - 10) | |
-----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,708,723
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / / N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1% equity interest / 23.3% voting power
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
This Statement relates to the Class A Common Stock ("Class A
Common Stock") of Dan River Inc. ("Dan River"), a Georgia
corporation, that has its principal executive offices at 2291
Memorial Drive, Danville, Virginia 24541, telephone (804) 779-
7000. This statement amends the Schedule 13D Statement of
Metropolitan Life Insurance Company in respect of the issuer
dated November 19, 1997 by amending and restating Items 2, 3, 5
and 7 in their entirety, as follows:
Item 2. Identity and Background.
2 (a-c).
I. Filing Parties:
This Statement is filed on behalf of MetLife, Inc.
("MLINC"), Metropolitan Life Insurance Company ("MetLife"), 23rd
Street Investments, Inc. ("23rd Street") and Mezzanine Investment
Limited Partnership - BDR ("MILP-BDR"). MLINC, a Delaware
corporation with its principal office and business at One Madison
Avenue, New York, NY, 10010-3690, is a holding company which owns
all of the issued and outstanding shares of common stock of
MetLife. MetLife, a New York corporation with its principal
office and business at One Madison Avenue, New York, NY 10010-
3690, is a stock life insurance company which together with its
subsidiaries principally provides life insurance and annuity
products and pension, pension-related and investment-related
services to individuals, corporations and other institutions.
23rd Street, incorporated in the State of Delaware with its
principal business address at One Madison Avenue, New York, New
York 10010-3690, is a holding company and is the general partner
to MILP-BDR and a number of other partnerships in which MetLife
has investments. MILP-BDR is a limited partnership organized in
the State of Delaware with its principal business address at One
Madison Avenue, New York, New York 10010-3690 whose only asset is
the Class A Common Stock. Each of MLINC, MetLife, 23rd Street
and MILP-BDR may sometimes be referred to herein as a "Filing
Party" and collectively as the "Filing Parties".
II. Control Relationships
MLINC is not controlled by any person or persons. MetLife
is a wholly owned subsidiary of MLINC. 23rd Street is a wholly
owned subsidiary of MetLife. MILP-BDR is a limited partnership
in which MetLife is a limited partner with a 99% partnership
interest and 23rd Street is the general partner with a 1%
partnership interest.
III. Executive Officers and Directors
Information concerning the Executive Officers and Directors
of MLINC, MetLife and 23rd Street is included in Exhibit A hereto
and is incorporated by reference herein.
2(d). Criminal Proceedings
During the last five years, none of the Filing Parties nor
any executive officer or director of the Filing Party has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
2(e). Civil Securities Law Proceedings
During the last five years, none of the Filing Parties nor
any executive officer or director of any Filing Party has 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
violations with respect to such laws.
2(f). Citizenship
See Exhibit A
Item 3. Source and Amount of Funds or Other Consideration
On April 7, 2000, MetLife converted from a mutual life
insurance company to a stock life insurance company and became a
wholly-owned subsidiary of MLINC, a Delaware corporation. MLINC
acquired indirect ownership of the Class A Common Stock by virtue
of its ownership of its wholly-owned subsidiary MetLife.
Item 5. Interest in Securities of the Issuer
(a) Each Filing Party is the beneficial owner of 6,708,723
shares of Class A Common Stock which represents a 34.1% equity
interest and a 23.3% voting interest in Dan River.
(b) Sole voting power with respect to the Class A Common Stock
is held by 23rd Street.
(c) In the 60 days prior to the date of the filing of this
Statement, none of the Filing Parties nor, to the best knowledge
of the Filing Parties, any of their respective directors and
executive officers has effected any transactions in the shares,
other than those described herein.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, Class A Common Stock.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A - Information relating to the Executive Officers and
Directors of MLINC, MetLife and 23rd Street
Exhibit B - Agreement Required for Joint Filing under Rule 13d-1
(k)(1)
Signature
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
MetLife, Inc.
By: /s/ Gwenn L. Carr
Gwenn L. Carr
Vice President and Secretary
Metropolitan Life Insurance Company
By: /s/Joseph P. Cresta
Joseph P. Cresta
Vice President
23rd Street Investments, Inc.
By: /s/Richard Clarke
Richard Clarke
Vice President and Secretary
Mezzanine Investment Limited
Partnership - BDR
By: 23rd Street Investments, Inc.,
as general partner
By: /s/Richard Clarke
Richard Clarke
Vice President and Secretary
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF MLINC and METROPOLITAN LIFE
INSURANCE COMPANY
Set forth below is the name and present principal occupation or
employment of each director and executive officer of MLINC and MetLife.
Except as set forth below, each present principal business address of
MLINC and MetLife is One Madison Avenue, New York, NY 10010-3690. Each
person listed below is a citizen of the United States, except for
Mr. Tweedie who is a citizen of the United States and Canada.
DIRECTORS
Name And Business Address Principal Occupation or Employment
------------------------- ----------------------------------
Curtis H. Barnette Of Counsel, Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher and Flom, LLP (Law Firm)
Meagher & Flom, LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111
Robert H. Benmosche Chairman of the Board, President
and Chief Executive Officer
Gerald Clark Vice-Chairman of the Board and
Chief Investment Officer
Joan Ganz Cooney Chairman, Executive Committee
Children's Television Workshop Children's Television Workshop
One Lincoln Plaza (Broadcasting)
New York, New York 10023
Burton A. Dole, Jr. Retired Chairman, President and
P. O. Box 208 Chief Executive Officer, Puritan
Pauma Valley, Bennett (medical device
California 92061 manufacturing)
James R. Houghton Chairman of the Board Emeritus,
Corning Incorporated Corning Incorporated
80 East Market Street
2nd Floor, Corning,
New York, New York 14830
Harry P. Kamen Retired Chairman of the Board and
Metropolitan Life Insurance Co Chief Executive Officer
200 Park Avenue, Suite 5700
New York, New York 10166
Helene L. Kaplan Of Counsel, Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher and Flom, LLP (Law Firm)
Meagher & Flom, LLP
919 Third Avenue
New York, New York 10022
Charles M. Leighton Retired Chairman and Chief Executive
P. O. Box 247 Officer,CML Group, Inc. (exercise
Bolton, MA 01740 and leisure products)
Allen E. Murray Retired Chairman of the Board and
Mobil Corporation Chief Executive Officer, Mobil
375 Park Avenue, Suite 2901 Corporation (Petroleum refining)
New York, New York 10152
Stewart G. Nagler Vice-Chairman of the Board and Chief
Financial Officer
John J. Phelan, Jr. Retired Chairman and Chief Executive
P. O. Box 312 Officer, New York Stock Exchange,Inc.
Mill Neck, New York 11765
Hugh B. Price President and Chief Executive
National Urban League, Inc. Officer, National Urban League, Inc.
500 East 62nd Street
New York, New York 10005
Ruth J. Simmons, Ph.D. President, Smith College
Smith College
College Hall 20
Northampton, MA 01063
William G. Steere, Jr. Chairman of the Board and Chief
Pfizer Inc. Executive Officer, Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Executive Officers
(Who are not Directors)
Name Principal Occupation or Employment
---- ----------------------------------
Gary A. Beller Senior Executive Vice-President and
General Counsel
James M. Benson President, Individual Business;
Chairman, Chief Executive Officer
And President, New England Life
Insurance Company
C. Robert Henrikson President, Institutional Business
Richard A. Liddy Senior Executive Vice-President
Catherine A. Rein Senior Executive Vice-President;
President and Chief Executive
Officer, Metropolitan Property and
Casualty Insurance Company
William J. Toppeta President, Client Services; Chief
Administrative Officer
John H. Tweedie Senior Executive Vice-President
Lisa M. Weber Executive Vice-President - Human
Resources
Judy E. Weiss President, MetLife Bank
The directors and officers of 23rd Street Investments, Inc. are listed
below, together with information with respect to their principal
occupations and citizenship as required by General Instruction C of
Schedule D. The principal business address of 23rd Street Investments,
Inc. is One Madison Avenue, New York, New York 10010-3690.
Jeffrey J. Hodgman
Chairman of the Board
Citizenship USA
Charles E. Symington
President
Citizenship USA
Steven J. Brash
Assistant Vice-President
Citizenship USA
Leo R. Brown
Assistant Vice-President
Citizenship USA
Francis M. Donnantuono
Vice-President
Citizenship USA
Gregory M. Harrison
Assistant Vice-President
Citizenship USA
Thomas C. Hoi
Vice-President and Secretary
Citizenship USA
James D. Kennedy
Controller
Citizenship USA
Michael J. Mazzola
Vice-President
Citizenship USA
Jonathan L. Rosenthal
Vice-President and Assistant Treasurer
Citizenship USA
Jane C. Weinberg
Assistant Secretary
Citizenship USA
EXHIBIT B
AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 (k)(1)
November 15, 2000
Re: Statement on Schedule 13D under the Securities Exchange Act
of 1934 Relating to Class A Common Stock of Dan River Inc.
Each of the undersigned understands, consents and agrees
that the above-referenced Statement on Schedule 13D is filed on
behalf of each of the undersigned and that this letter shall be
attached as an exhibit to such Statement.
METLIFE, INC.
By:/s/
Gwenn L. Carr
Vice President and Secretary
METROPOLITAN LIFE INSURANCE COMPANY
By:/s/Joseph P. Cresta
Joseph P. Cresta
Vice President
23RD STREET INVESTMENTS, INC.
By:/s/Richard Clarke
Richard Clarke
Vice President & Secretary
MEZZANINE INVESTMENT LIMITED
PARTNERSHIP - BDR
By: 23rd Street Investments, Inc.,
as general partner
By:/s/Richard Clarke
Richard Clarke
Vice President & Secretary
November 15, 2000
Cusip No. 2357741069
