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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.1)
MCRAE INDUSTRIES, INC.
----------------------
(Name of Issuer)
$1.00 PAR VALUE CLASS A COMMON STOCK
------------------------------------
(Title of Class of Securities)
582757209
--------------
(CUSIP Number)
MARVIN KISER
400 NORTH MAIN STREET
MOUNT GILEAD, NORTH CAROLINA 27306
(910) 439-6147
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 28, 1998
-------------
(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(c), 13d-1(f) or 13d-1(g), check the
following box: [ ].
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<TABLE>
<S> <C> <C>
- --------------------------------- ------------------------
13D
CUSIP No. 582757209 Page 2 of 6 Pages
- --------------------------------- ------------------------
=================== ======================================================================================================
1 NAME OF REPORTING PERSON Daniel Gary McRae
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
=================== ======================================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
=================== ======================================================================================================
3 SEC USE ONLY
=================== ======================================================================================================
4 SOURCE OF FUNDS* 00
=================== ======================================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
=================== ======================================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
========================= ======== =======================================================================================
7 SOLE VOTING POWER
NUMBER OF 64,287
SHARES ======== =======================================================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 361,925
EACH ======== =======================================================================================
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 64,287
WITH ======== =======================================================================================
10 SHARED DISPOSITIVE POWER
361,925
=================== ======================================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,212
=================== ======================================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
=================== ======================================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%
=================== ======================================================================================================
14 TYPE OF REPORTING PERSON*
IN
=================== ======================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<TABLE>
<S> <C> <C>
- --------------------------------- ------------------------
13D
CUSIP No. 582757209 Page 3 of 6 Pages
- --------------------------------- ------------------------
=================== ======================================================================================================
1 NAME OF REPORTING PERSON James William McRae
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
=================== ======================================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
=================== ======================================================================================================
3 SEC USE ONLY
=================== ======================================================================================================
4 SOURCE OF FUNDS* 00
=================== ======================================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
=================== ======================================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
========================= ======== =======================================================================================
7 SOLE VOTING POWER
NUMBER OF 47,663
SHARES ======== =======================================================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 361,925
EACH ======== =======================================================================================
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 47,663
WITH ======== =======================================================================================
10 SHARED DISPOSITIVE POWER
361,925
=================== ======================================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,588
=================== ======================================================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
=================== ======================================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
=================== ======================================================================================================
14 TYPE OF REPORTING PERSON*
IN
=================== ======================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on March 21, 1997 (the "Schedule 13D") by
Daniel Gary McRae and James William McRae. This Amendment No. 1 is filed with
respect to the shares of Class A Common Stock, par value $1.00 per share (the
"Class A Common Stock"), of McRae Industries, Inc. (the "Issuer"). Unless
otherwise defined herein, all capitalized terms shall have the meanings ascribed
to them in the Schedule 13D.
Item 5 of the schedule 13D is hereby amended in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Class A Common
Stock that Mr. D. Gary McRae beneficially owns pursuant to Rule 13d-3
of the Securities and Exchange Act of 1934 is 426,212 which constitutes
approximately 22.9% of the outstanding shares of the Class A Common
Stock. Mr. D. Gary McRae disclaims beneficial ownership with respect to
all such shares described in Item 5(b)(1)(ii) and (iii).
The aggregate number of shares of Class A Common Stock that
Mr. James W. McRae beneficially owns pursuant to Rule 13d-3 of the
Securities and Exchange Act of 1934 is 409,588 which constitutes
approximately 22.0% of the outstanding shares of the Class A Common
Stock. Mr. James W. McRae disclaims beneficial ownership with respect
to all such shares described in Item 5(b)(2)(ii) and (iii).
This statement does not include any interest of either
Co-Executor in Class A Common Stock through the Issuer's Employee Stock
Ownership Plan.
(b) The shares of Class A Common Stock reported
herein are beneficially owned among Messrs. D. Gary McRae and James W.
McRae as follows:
(1) With respect to Mr. D. Gary McRae, the
426,212 aggregate amount of shares of Class A Common Stock are
beneficially owned as follows:
(i) 59,176 shares of Class A Common
Stock are beneficially owned by Mr. D. Gary McRae directly. Mr. D. Gary
McRae has the sole investment power to dispose or direct the
disposition of these shares and he has the sole voting power to vote or
direct the voting of these shares.
(ii) 4,000 shares of Class A Common
Stock are owned by Mr. D. Gary McRae's minor children and 1,111 shares
of Class A Common Stock are owned by his wife. Mr. D. Gary McRae
indirectly has the sole investment power to dispose or direct the
disposition of these shares and he indirectly has the sole voting power
to vote or direct the voting of these shares.
(iii) 361,925 shares of Class A
Common Stock (the Testamentary Shares) are beneficially owned by Mr. D.
Gary McRae as Co-Executor under the Will. In such capacity, Mr. D. Gary
McRae has the shared investment power to dispose or direct the
disposition of these shares and he has the shared voting power to vote
or direct the voting of these shares. He shares such investment and
voting power with Mr. James W. McRae, his brother.
(2) With respect to Mr. James W. McRae, the
409,588 aggregate amount of shares of Class A Common Stock are
beneficially owned as follows:
(i) 43,663 shares of Class A Common
Stock are beneficially owned by Mr. James W. McRae directly. Mr. James
W. McRae has the sole investment power to dispose or direct the
disposition of these shares and he has the sole voting power to vote or
direct the voting of these shares.
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(ii) 4,000 shares of Class A Common
Stock are owned by Mr. James W. McRae's minor children or children who
reside in the same household. Mr. James W. McRae indirectly has the
sole investment power to dispose or direct the disposition of these
shares and he indirectly has the sole voting power to vote or direct
the voting of these shares.
(iii) 361,925 shares of the Class A
Common Stock (the Testamentary Shares) are beneficially owned by Mr.
James W. McRae as Co-Executor under the Will. In such capacity, Mr.
James W. McRae has the shared investment power to dispose or direct the
disposition of these shares and he has the shared voting power to vote
or direct the voting of these shares. He shares such investment and
voting power with Mr. D. Gary McRae, his brother.
(c) During the past 60 days, neither Co-Executor has
purchased, sold or otherwise acquired any shares of Class A Common
Stock. However, on July 28, 1998, the Co-Executors, in accordance with
the Will, distributed 147,427 Testamentary Shares to certain
beneficiaries under the Will (including 24,363 Testamentary Shares to
each of the Co-Executors).
(d) No person other than the Co-Executors have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Testamentary Shares reported
herein. No person other than Mr. D. Gary McRae and Mr. James W. McRae
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, their respective
Other Shares reported herein.
(e) This paragraph is inapplicable and has been
omitted.
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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/ D. Gary McRae November 30, 1999
- ------------------------------------
D. Gary McRae
/s/ James W. McRae
- ------------------------------------
James W. McRae
