<PAGE>
-----------------------------
OMB APPROVAL
-----------------------------
OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.....14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE BIBB COMPANY
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
088667-10-0
-----------------------------
(CUSIP NUMBER)
Romulus Holdings, Inc.
Mars/Normel
Brad and Beth Singer Children's Trust
Gary and Karen Singer Children's Trust
Steven G. Singer Children's Trust
Second Singer Trust
c/o Romulus Holdings, Inc.
20 Rock Ridge Circle
New Rochelle, NY 10804
Telephone Number (914) 235-8800
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 11, 1997
-----------------------------------------------------
(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).
<PAGE>
Page 2 of 20 pages
SCHEDULE 13D
- ----------------------------
CUSIP NO. 088667-10-0
- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Romulus Holdings, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 569,801 (See Items 4 and 5)
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None.
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
569,801 (See Items 4 and 5)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,801 (See Items 3, 4 and 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 3 of 20 pages
SCHEDULE 13D
- -------------------------
CUSIP NO. 088667-10-0
- -------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mars/Normel
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 14,397 (See Items 4 and 5)
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None.
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
14,397 (See Items 4 and 5)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,397 (See Items 3, 4 and 5)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Joint Venture)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 4 of 20 pages
SCHEDULE 13D
- ---------------------------
CUSIP NO. 088667-10-0
- ---------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brad and Beth Singer Children's Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 28,794 (See Items 4 and 5)
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None.
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
28,794 (See Items 4 and 5)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,794 (See Items 4 and 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 5 of 20 pages
SCHEDULE 13D
- -------------------------
CUSIP NO. 088667-10-0
- -------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary and Karen Singer Children's Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,794 (See Items 4 and 5)
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None.
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,794 (See Items 4 and 5)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,794 (See Items 4 and 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 6 of 20 pages
SCHEDULE 13D
- ------------------------
CUSIP NO. 088667-10-0
- ------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven G. Singer Children's Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 50,930 (See Items 4 and 5)
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None.
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
50,930 (See Items 4 and 5)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,930 (See Items 4 and 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 7 of 20 pages
SCHEDULE 13D
- -------------------------
CUSIP NO. 088667-10-0
- -------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Second Singer Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N.A.
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 39,980 (See Items 4 and 5)
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None.
WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
39,980 (See Items 4 and 5)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None.
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,980 (See Items 4 and 5)
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00 (Trust)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 8 of 20 pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of common stock, $0.01 par value
per share (the "Common Stock"), of The Bibb Company, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 100
Galleria Parkway, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This statement is being filed by Romulus Holdings, Inc., a
Delaware corporation ("Romulus"), Mars/Normel ("Mars/Normel"), Brad and Beth
Singer Children's Trust, Gary and Karen Singer Children's Trust, Steven G.
Singer Children's Trust and Second Singer Trust (each a "Reporting Person" and
collectively, the "Reporting Persons").
Romulus is a corporation involved in the buying, holding, selling and
trading of various investments and its principal place of business is located at
20 Rock Ridge Circle, New Rochelle, NY 10804. Mars/Normel is a joint venture
between Mars Associates, Inc., a New York corporation ("Mars") and Normel
Construction Corporation, a New York corporation ("Normel") that is involved in
the construction business, and its principal place of business is located at 25
Coligni Avenue, New Rochelle, NY 10801. Information with respect to the
executive officers and directors of Romulus and Mars/Normel required by
Instruction C of Schedule 13D is set forth on Schedule I hereto and incorporated
herein by reference.
The Brad and Beth Singer Children's Trust was created for the benefit
of Todd Singer, Tracey Singer and Troy Singer, the minor children of Brad and
Beth Singer. The Brad and Beth Singer Children's Trust is an irrevocable trust
governed by the laws of the State of New Jersey. The co-trustees are Steven and
Rebecca Singer, who have joint discretionary investment power. The address of
the Brad and Beth Singer Children's Trust is 10 Loman Court, Cresskill, NJ
07626.
The Gary and Karen Singer Children's Trust was created for the benefit
of Julian Singer, Taryn Singer and Devon Singer, the minor children of Gary and
Karen Singer. The Gary and Karen Singer Children's Trust is an irrevocable
trust governed by the laws of the State of New Jersey. The co-trustees are
Steven and Rebecca Singer, who have joint discretionary investment power. The
address of the Gary and Karen Singer Children's Trust is 10 Loman Court,
Cresskill, NJ 07626.
The Steven G. Singer Children's Trust was created for the benefit of
Scott Singer and Gillian Singer, the minor children of Steven Singer. The
Steven G. Singer Children's Trust is an irrevocable trust governed by the laws
of the State of New Jersey. The co-trustees are Gary and Karen Singer, who have
joint discretionary investment power. The address of the Steven G. Singer
Children's Trust is 113 Jackson Drive, Cresskill, NJ 07626.
The Second Singer Trust was created for the benefit of Julian Singer,
Taryn Singer and Devon Singer, the minor children of Gary and Karen Singer. The
Second Singer Trust is an irrevocable trust governed by the laws of the State of
New Jersey. The co-trustees are Joseph and Norma Brandes, who have joint
discretionary investment power. The address of the Second Singer Trust is 20
Rock Ridge Circle, New Rochelle, NY 10804.
<PAGE>
Page 9 of 20 pages
(d)-(e) Except as described below, during the last five years, none
of the Reporting Persons (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) 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.
In November of 1992, Gary Singer, a co-trustee of the Steven G. Singer
Children's Trust, was charged in an indictment (the "Indictment") filed in the
United States District Court for the Southern District of New York in connection
with a "frontrunning" arrangement involving the purchase and sale of high yield
bonds. On January 13, 1994, Gary Singer was found guilty on various counts
arising out of the Indictment.
In November of 1992, Romulus, Gary Singer, a co-trustee of the Steven
G. Singer Children's Trust, Steven Singer, an officer, director and shareholder
of Romulus, a co-trustee of the Brad and Beth Singer Children's Trust and a co-
trustee of the Gary and Karen Singer Children's Trust, Normel, an owner of one-
third of Mars/Normel, Karen Singer, a co-trustee of the Steven G. Singer
Children's Trust and Norma Brandes, an officer and shareholder of Romulus and a
co-trustee of the Second Singer Trust, were named as defendants in a lawsuit
filed by the Securities and Exchange Commission ("SEC") in the United States
District Court for the Southern District of New York. In the lawsuit, the SEC
alleged that Gary Singer and Steven Singer violated or aided and abetted
violations of certain provisions of the Securities Exchange Act of 1934, as
amended and related rules thereto (the "Exchange Act"), certain provisions of
the Investment Advisors Act and related rules thereto (the "IAA"), and certain
provisions of the Investment Company Act and related rules thereto. Romulus,
Normel, Karen Singer and Norma Brandes were not accused of any wrongdoing, but
were named as relief defendants because profits from certain transactions at
issue in the lawsuit were allegedly received in brokerage accounts in their
names.
Without admitting or denying any wrongdoing, Steven Singer, Karen
Singer, Norma Brandes, Normel and Romulus settled the matter by agreeing to a
final judgment in August of 1995. Pursuant to such final judgment, Steven
Singer is permanently enjoined and restrained from violating Section 10(b) of
the Exchange Act, Rule 10b-5 and Rule 13b2-1 promulgated thereunder and Section
204 of the IAA. Gary Singer settled the matter by agreeing to a final judgment
in February of 1997. Pursuant to such final judgment, Gary Singer is
permanently enjoined and restrained from violating Section 10(b) of the Exchange
Act, Rule 10b-5, Rule 13b2-1 and Rule 13b2-2 promulgated thereunder, Section 204
of the IAA and Rules 204-1(b)(1), (2) and (3) promulgated thereunder and
pursuant to Section 21(d)(2) of the Exchange Act, from acting as an officer or
director of any issuer that has a class of securities registered pursuant to
Section 12 of the Exchange Act or that is required to file reports pursuant to
Section 15(d) of the Exchange Act.
(f) Not applicable.
<PAGE>
Page 10 of 20 pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 27, 1996, under a Plan of Reorganization issued by the
United States Bankruptcy Court for the District of Delaware on September 12,
1996, each holder of the Company's outstanding 14% Senior Subordinated Notes
(the "14% Notes") and 13.875% Senior Subordinated Notes (the "13.875% Notes")
became entitled to receive 59.9177745 and 57.5877576 shares, respectively, of
the Company's Common Stock. Pursuant to such Plan of Reorganization, Romulus
received 638,260 shares in exchange for $5,085,000 principal amount of 13.875%
Notes and $5,765,000 principal amount of 14% Notes; Brad and Beth Singer
Children's Trust received 28,794 shares in exchange for $500,000 principal
amount of 13.875% Notes; Gary and Karen Singer Children's Trust received 28,794
shares in exchange for $500,000 principal amount of 13.875% Notes; Steven G.
Singer Children's Trust received 35,951 shares in exchange for $600,000
principal amount of 14% Notes; and Second Singer Trust received 14,979 shares in
exchange for $250,000 principal amount of 14% Notes.
On December 9, 1996, Mars/Normel acquired 14,397 shares in open market
purchases for a price of $107,977.50, the funds of which were obtained from its
working capital.
On January 3, 1997, Romulus acquired 26,500 shares in open market
purchases for $189,612.50. On January 6, 1997, Romulus acquired 10,000 shares
in open market purchases for $71,850 and 10,000 shares for $71,555. On February
7, 1997, Romulus acquired 35,000 shares in open market purchases for $233,125.
Each of these open market purchases were funded with working capital of Romulus.
On January 31, 1997, the Second Singer Trust purchased 25,000 shares
in the open market for $162,505 the funds of which were obtained from the
working capital of the trust.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired their shares of the Common Stock (the
"Shares") either (i) pursuant to the September 12, 1996, Plan of Reorganization
of the Company, in which the Reporting Persons held a debt interest for
investment or (ii) through open market purchases, each as described in Item 3.
The Reporting Persons hold their Shares as an investment. From time to time,
subject to the continuing evaluation of the factors discussed herein, each of
the Reporting Persons may acquire additional Shares in the open market or in
privately negotiated transactions, or otherwise increase its ownership of
Shares, or the Reporting Persons may sell all or a portion of their Shares in
the open market or in privately negotiated transactions. Any actions the
Reporting Persons might undertake will be dependent upon the Reporting Persons'
review of numerous factors, including, among other things, the availability of
Shares for purchase and the price levels of such Shares; general market and
economic conditions; ongoing evaluation of the Company's assets and operations;
the relative attractiveness of alternative business and investment
opportunities; the actions of the management and the Board of Directors of the
Company; and other future developments.
Although the foregoing reflects the present intention of the Reporting
Persons with respect to the Company, it is subject to change at any time.
Except as set forth above, the Reporting Persons
<PAGE>
Page 11 of 20 pages
have no present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Romulus beneficially owns 569,801 Shares, representing 5.7% of the
Company's Common Stock outstanding, based on the number of Common Stock
outstanding as contained in Amendment No. 1 to the Form 10 filed by the Company
on May 19, 1997 (the "Outstanding Common Stock"). Mars/Normel beneficially owns
14,397 Shares, representing 0.1% of the Outstanding Common Stock. Brad and Beth
Singer Children's Trust beneficially owns 28,794 Shares, representing 0.3% of
the Outstanding Common Stock. Gary and Karen Singer Children's Trust
beneficially owns 3,794 Shares, representing 0.0% (after rounding) of the
Outstanding Common Stock. Steven G. Singer Children's Trust beneficially owns
50,930 Shares, representing 0.5% of the Outstanding Common Stock. Second Singer
Trust beneficially owns 39,980 Shares, representing 0.4% of the Outstanding
Common Stock. Except as set forth herein, each of the Reporting Persons
disclaims beneficial ownership of any Shares beneficially owned by any other
person described in this Item 5(a) or on Schedule I hereto.
(b) Each Reporting Person has sole power to vote, or direct the vote, and
to dispose or direct the disposition of, all Shares reported as beneficially
owned by it.
(c) No Reporting Person has affected any transactions in the Shares in the
past sixty days.
(d) No person, other than the Reporting Persons is known to the Reporting
Persons to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares beneficially owned
by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement is attached hereto as Exhibit 1.
<PAGE>
Page 12 of 20 pages
Schedule I
----------
1. Executive Officers & Directors of Romulus.
-----------------------------------------
Set forth below is the name, principal business, business address and
beneficial ownership of Shares of each executive officer and director of
Romulus. Unless otherwise indicated, the current business address of each
person is c/o Romulus, 20 Rock Ridge Circle, New Rochelle, NY 10804. Each such
person is a citizen of the United States of America.
Shares
Principal Occupation or Beneficially
Name Employment Owned
- ---------------- ------------------------- -------------------
Joseph Brandes President and Director -0-
Steven Singer Vice President, -0-
Secretary
and Director
Norma Brandes Director -0-
Brad Singer Director -0-
Please see Item 2(e) of the Schedule 13D for more information regarding
Romulus, Steven Singer and Norma Brandes.
2. Executive Officers & Directors of Mars/Normel, Mars and Normel.
--------------------------------------------------------------
Set forth below is the name, principal business, business address and
beneficial ownership of Shares of each executive officer and director of
Mars/Normel, Mars and Normel. Mars and Normel are each construction companies
whose principal operations are conducted through the Mars/Normel joint venture.
Mars owns two-thirds of Mars/Normel and Normel owns one-third of Mars/Normel.
Unless otherwise indicated, the current business address of each person is c/o
Mars/Normel, 25 Coligni Avenue, New Rochelle, NY 10801. Each such person is a
citizen of the United States of America.
Principal Occupation or Shares
Name Employment Beneficially Owned
- ---------------- ------------------------- -------------------
George Kleinman President and Director -0-
of Mars
Dorothy Singer Director of Mars -0-
Brad Singer Secretary of Mars and -0-
Officer of Mars/Normel
Joseph Brandes President and Director -0-
of Normel and Officer of
Mars/Normel
Norma Brandes Director of Normel -0-
Please see Item 2(e) of the Schedule 13D for more information regarding
Normel and Norma Brandes.
<PAGE>
Page 13 of 20 pages
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ROMULUS HOLDINGS, INC.
By: /s/ Steven Singer
-----------------
Name: Steven Singer
Title: Vice President
Dated: June 11, 1997
<PAGE>
Page 14 of 20 pages
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MARS/NORMEL
By: /s/ Brad Singer
---------------
Name: Brad Singer
Title: Secretary
Dated: June 11, 1997
<PAGE>
Page 15 of 20 pages
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BRAD AND BETH SINGER CHILDREN'S TRUST
By: /s/ Steven Singer
-----------------
Trustee
Dated: June 11, 1997
<PAGE>
Page 16 of 20 pages
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GARY AND KAREN SINGER CHILDREN'S TRUST
By: /s/ Steven Singer
-----------------
Trustee
Dated: June 11, 1997
<PAGE>
Page 17 of 20 pages
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
STEVEN G. SINGER CHILDREN'S TRUST
By: /s/ Karen Sue Singer
--------------------
Trustee
Dated: June 11, 1997
<PAGE>
Page 18 of 20 pages
Signatures
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SECOND SINGER TRUST
By: /s/ Joseph Brandes
------------------
Trustee
Dated: June 11, 1997
<PAGE>
Page 19 of 20 pages
Exhibit Index
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Page Number
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Exhibit 1 Joint Filing Agreement 20
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Page 20 of 20 pages
Exhibit 1 JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including any and all amendments thereto) with respect to the common stock, par
value $.01 per share, of The Bibb Company, a Delaware corporation, and that this
Agreement will be included as an Exhibit to such joint filing.
The undersigned further agree that each party hereto is responsible
for timely filling of such statement on Schedule 13D and any amendments thereto,
and for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
accuracy of the information concerning the other party, unless such party knows
or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of the 11th day of June, 1997.
ROMULUS HOLDINGS, INC.
By: /s/ Steven Singer
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Name: Steven Singer
Title: Vice President
MARS/NORMEL
By: /s/ Brad Singer
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Name: Brad Singer
Title: Secretary
BRAD AND BETH SINGER CHILDREN'S TRUST
By: /s/ Steven Singer
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Trustee
GARY AND KAREN SINGER CHILDREN'S TRUST
By: /s/ Steven Singer
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Trustee
STEVEN G. SINGER CHILDREN'S TRUST
By: /s/ Karen Sue Singer
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Trustee
SECOND SINGER TRUST
By: /s/ Joseph Brandes
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Trustee
