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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2 )
ALBANY INTERNATIONAL CORP.
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(Name of Issuer)
CLASS A COMMON STOCK
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(Title of Class of Securities)
012 348 108
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(CUSIP Number)
J. Spencer Standish, One Schuyler Meadows Rd., Loudonville, NY 12211
(518) 445-2200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
N.A.
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of SS 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box .
Note. Schedules filed in paper form shall include a signed
original and five copies of the schedule, including all exhibits. See
S 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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Schedule 13D Forms 7060
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CUSIP No. 012 348 108 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Spencer Standish
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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*
Not Applicable
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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
USA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 4,990,307
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
--
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9 SOLE DISPOSITIVE POWER
4,990,307
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10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,990,307
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
X
-
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.85%
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14 TYPE OF REPORTING PERSON*
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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ITEM 1. Security and Issuer.
The title of the class of securities to which this statement
relates is the Class A Common Stock, $.001 par value per share (Class A Common
Stock), of Albany International Corp., a Delaware corporation (the Company).
The address of the principal executive office is 1373 Broadway, Albany, New York
12204.
ITEM 2. Identity and Background.
(a) - (b) The name of the person filing this statement is
J. Spencer Standish, whose residence is One Schuyler Meadows Road, Loudonville,
New York 12211.
(c) Mr. Standish is retired. Until 1998, he served as
Chairman of the Board of the Company.
(d) Mr. Standish has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Standish has not, during the last five years, been a
party to a civil proceeding or a judicial or administrative body of competent
jurisdiction, as a result of which he 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) Mr. Standish is an American citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Of the 4,990,307 shares of Class A Common Stock beneficially
owned by Mr. Standish, (i) 40,000 shares are issuable to him upon exercise of
stock options at $15 per share, and (ii) the balance are issuable upon
conversion of an equal number of shares of Class B Common Stock of the Company
(Class B Common Stock). The shares of Class B Common Stock which are
currently beneficially held by Mr. Standish have either been so held since their
issuance in 1987 in exchange for shares of the predecessor of the Company, or
acquired in the form of stock dividends on such shares. The most recent such
dividend was distributed on January 12, 2000. Mr. Standish beneficially held
such predecessor shares for several years prior to such exchange. These
holdings reflect the sale by the J. S. Standish Revocable Trust of 148,351
shares of Class B Common Stock to the Standish Delta Trust on August 12, 1999
at a price of $15.50 per share. Mr. Standish had sole voting and dispositive
power with respect to such shares. Mr. Standish has neither voting nor
investment power with respect to any shares held by the Standish Delta Trust,
and disclaims beneficial ownership of such shares.
Page 3 of 6 Pages
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ITEM 4. Purpose of Transaction.
Mr. Standish has no current plan or intention to convert any
shares of Class B Common Stock into shares of Class A Common Stock. In
electing directors of the Company, the Class B Common Stock is entitled to ten
votes per share while the Class A Common Stock is entitled to one vote per
share, so that Mr. Standish, as a result of his current ownership of Class B
Common Stock, now holds voting control of the Company.
ITEM 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Class A Common Stock
beneficially owned by Mr. Standish is 4,990,307 shares (constituting 16.85% of
outstanding shares of Class A Common Stock on February 28, 2000), of which (i)
40,000 shares are issuable to him upon the exercise of stock options at $15 per
share, (ii) 1,582,294 shares are issuable to trusts under the wills of John C.
and Florence Standish upon conversion of an equal number of shares of Class B
Common Stock (Mr. Standish has sole voting and investment power with respect to
such shares) and (iii) 3,368,013 shares are issuable to J. S. Standish Company
upon conversion of an equal number of shares of Class B Common Stock (Mr.
Standish is President and a director, and has the power to elect and remove all
of the directors, of J. S. Standish Company). These holdings reflect the sale
by the J. S. Standish Revocable Trust of 148,351 shares of Class B Common Stock
to the Standish Delta Trust on August 12, 1999 at a price of $15.50 per share.
Mr. Standish had sole voting and dispositive power with respect to such shares.
Mr. Standish has neither voting nor investment power with respect to any shares
held by the Standish Delta Trust, and disclaims beneficial ownership of such
shares.
The shares indicated herein as beneficially owned by Mr.
Standish do not include (i) 243,408 shares of Class B Common Stock owned
directly by his adult children, as to which shares Mr. Standish disclaims
beneficial ownership, (ii) 5,813 shares of Class A Common Stock beneficially
owned by his adult children, as to which shares Mr. Standish disclaims
beneficial ownership,(iii) 494,307 shares of Class B Common Stock held by
trusts for the benefit of Mr. Standish's adult children, as to which shares Mr.
Thomas R. Beecher, Jr., a director of the Company, exercises sole voting and
investment power as trustee, and as to which shares Mr.Standish disclaims
beneficial ownership, (iv) 250,000 shares issuable upon exercise of options
held by the Standish Delta Trust, a trust for the benefit of Mr. Standish's
descendants, as to which Mr. Standish has neither voting nor investment power
and disclaims beneficial ownership, and (v) 151,318 shares of Class B Common
Stock held by the Standish Delta Trust, a trust for the benefit of Mr.
Standish's descendants, as to which Mr. Standish has neither voting nor
investment power and disclaims beneficial ownership.
(b) Mr. Standish has sole investment and voting power with
respect to all shares of Class A Common Stock of the Company which he
beneficially owns.
Page 4 of 6 Pages
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(c) - (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.
None.
Page 5 of 6 Pages
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SIGNATURE
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.
Dated: March 2, 2000
/s/ J. Spencer Standish
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J. Spencer Standish
Page 6 of 6 Pages
