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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
SS 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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Schedule 13D Forms 7060
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CUSIP No. 012 348 108 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. S. Standish Company
36-3060162
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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
Delaware, USA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 3,368,013
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
--
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9 SOLE DISPOSITIVE POWER
3,368,013
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10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,368,013
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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)
12.03%
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14 TYPE OF REPORTING PERSON*
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 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) This statement is filed by J. S. Standish Company,
a corporation organized under the laws of the State of Delaware. The address
of the principal business and the principal office of J. S. Standish Company is
c/o Fleet Private Banking, 69 State Street, Albany, New York 12201. The name
and business address of each of the directors and executive officers of J.S.
Standish Company is as follows:
Name and Address Capacity
J. Spencer Standish President,
One Schuyler Meadows Road Treasurer &
Loudonville, New York 12211 Director
Francis L. McKone Vice President,
c/o Albany International Corp. Assistant Secretary &
1373 Broadway Director
Albany, New York 12204
Thomas R. Beecher, Jr. Secretary &
200 Theater Place Director
Buffalo, New York 14202
John C. Standish Director
c/o Albany International Engineered Fabrics
214 Kirby Road
Portland, Tennessee 37148
Christine L. Standish Director
c/o Albany International Corp.
1373 Broadway
Albany, New York 12204
The name and address of the holder of all of the outstanding stock of J. S.
Standish Company is Fleet Private Banking, Trustee u/w John C. Standish, 69
State Street, Albany, New York 12201. J. Spencer Standish has sole voting and
dispositive power with respect to such stock.
Page 3 of 8 Pages
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(c) The principal business of J. S. Standish Company is
investments. J. Spencer Standish is retired. Prior to 1998, he served as
Chairman of the Board of the Company. Francis L. McKone's present principal
occupation is Chairman of the Board and Chief Executive Officer of the Company.
Thomas R. Beecher, Jr's present principal occupation is President of Ballynoe
LLC, the principal business of which is venture capital investments and the
address of the principal office of which is 200 Theater Place, Buffalo, New
York 14202. John C. Standish's present principal occupation is Plant Manager
at Albany International Engineered Fabrics, 214 Kirby Road, Portland, Tennessee
37148. Christine L. Standish's present principal occupation is raising her
children. She is also a Director of the Company.
(d) - (e) During the last five years none of (i) J. S.
Standish Company, (ii) J. Spencer Standish, (iii) Francis L. McKone, (iv)
Thomas R. Beecher, Jr., (v) John C. Standish, or (vi) Christine L. Standish has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which such person
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) Each of J. Spencer Standish, Francis L. McKone, Thomas R.
Beecher, Jr., John C. Standish and Christine L. Standish is a citizen of the
United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The 3,368,013 shares of Class A Common Stock beneficially
owned by J. S. Standish Company are issuable upon conversion of an equal number
of shares of Class B Common Stock of the Company (Class B Common Stock). Of
the shares of Class B Common Stock beneficially owned by J. S. Standish
Company, (a) 5,100 shares were acquired by purchase from Mr. J. S. Standish in
August, 1996 at $18.125 per share, and (b) 3,200,000 shares have been
beneficially owned since issuance in 1987 in exchange for shares of the
predecessor of the Company. (J. S. Standish Company beneficially held such
shares of the predecessor for several years prior to such exchange.) The
remainder of the shares were received in the form of dividends declared by the
Company on all outstanding shares of Class A and Class B Common Stock, the most
recent of which was distributed on January 12, 2000.
ITEM 4. Purpose of Transaction.
J. S. Standish Company 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.
Page 4 of 8 Pages
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ITEM 5. Interest in Securities of the Issuer.
(a)
(1) As described in the response to Item 3 above,
J. S. Standish Company beneficially owns 3,368,013 shares of Class A Common
Stock (12.03% of the Class A Common Stock outstanding) issuable on conversion of
an equal number of shares of Class B Common Stock.
(2) J. Spencer Standish beneficially owns 4,990,30
shares of Class A Common Stock (16.85% of the Class A Common Stock outstanding)
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 (J. Spencer 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 (J. Spencer 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.
(3) Francis L. McKone beneficially owns 510,657
shares of Class A Common Stock (2.04% of the Class A Common Stock outstanding)
of which (i) 51,607 shares are owned directly, (ii) 458,000 shares are issuable
to him upon the exercise of stock options at various exercise prices from
$15.00 to $22.25 per share and (iii) 1,050 shares are issuable to him upon
conversion of an equal number of shares of Class B Common Stock. These holdings
reflect the purchase by Mr. McKone of 3,000 shares of Class A Common Stock on
December 20, 1999 for $14.1875 per share through a broker on the New York Stock
Exchange.
(4) Thomas R. Beecher, Jr. beneficially owns
923,217 shares of Class A Common Stock (3.60% of the Class A Common Stock
outstanding) of which (i) 4,481 shares are owned directly, (ii) 1,711 shares
are held by the Messer Foundation (Mr. Beecher shares voting and investment
power with respect to such shares), (iii) 494,307 shares are issuable to trusts
for the benefit of John C. Standish and Christine L. Standish (Mr. Beecher is
sole trustee with sole voting and investment power with respect to such shares)
upon conversion of an equal number of shares of Class B Common Stock, (iv)
250,000 shares are issuable upon the exercise of stock options at $15.50 per
share held by the Standish Delta Trust (Mr. Beecher is trustee with shared
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voting and investment power with respect to such shares), (v) 151,318 shares
are issuable to the Standish Delta Trust upon conversion of an equal number of
shares of Class B Common Stock acquired by purchase on August 12, 1999 from the
J. S. Standish Revocable Trust at a price of $15.50 per share (Mr. Beecher is
trustee with shared voting and investment power with respect to such shares),
(vi) 10,700 shares are issuable to The Christine L. Standish Gift Trust upon
conversion of an equal number of shares of Class B Common Stock (Mr. Beecher is
trustee with shared voting and investment power), and (vii) 10,700 shares are
issuable to The John C. Standish Gift Trust upon conversion of an equal number
of shares of Class B Common Stock (Mr. Beecher is trustee with shared voting and
investment power). Each of The Christine L. Standish and The John C. Standish
Gift Trusts has acquired all of the shares of Class B Common Stock it holds by
means of gift transactions since December 27, 1999.
(5) John C. Standish beneficially owns 527,104
shares of Class A Common Stock (2.14% of the Class A Common Stock outstanding)
of which (i) 2,300 shares are issuable to him upon the exercise of stock options
at various exercise prices from $19.75 to $22.25 per share, (ii) 121,704 shares
are issuable to him upon conversion of an equal number of shares of Class B
Common Stock, (iii) 1,782 shares are held in his account in the Company's 401(k)
retirement savings and employee stock ownership plans, (iv) 250,000 shares are
issuable upon the exercise of stock options at $15.50 per share held by the
Standish Delta Trust (John C. Standish shares voting and investment power with
respect to such shares), and (v) 151,318 shares are issuable to the Standish
Delta Trust upon conversion of an equal number of shares of Class B Common
Stock (John C. Standish shares voting and investment power with respect to such
shares). These holdings reflect the transfer by gift of an aggregate 10,700
shares of Class B Common Stock by John C. Standish to the John C. and Christine
L. Standish Gift Trusts, as described in Item 5(a)(4) above.
(6) Christine L. Standish beneficially owns 524,753
shares of Class A Common Stock (2.09% of the Class A Common Stock outstanding)
of which (i) 769 shares are owned directly, (ii) 121,704 shares are issuable to
her upon conversion of an equal number of shares of Class B Common Stock, (iii)
962 shares are held by Ms. Standish (previously an employee of the Company) or
her husband (an employee of the Company), in their respective accounts in the
Company's 401(k)retirement savings and employee stock ownership plans, (iv)
250,000 shares are issuable upon the exercise of stock options at $15.50 per
share held by the Standish Delta Trust (Ms. Standish shares voting and
investment power with respect to such shares), and (v) 151,318 shares are
issuable to the Standish Delta Trust upon conversion of an equal number of
shares of Class B Common Stock (Christine L. Standish shares voting and
investment power with respect to such shares). These holdings reflect the
transfer by gift of an aggregate 10,700 shares of Class B Common Stock by
Christine L. Standish to the John C. and Christine L. Standish Gift Trusts, as
described in Item 5(a)(4) above.
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(7) The holdings described in paragraphs (1) - (6)
above reflect a 2% stock dividend distributed by the Company on all outstanding
shares of Class A and Class B Common Stock on January 12, 2000.
(b) Each of the persons named in clause (a) of this Item 5
has sole voting an dispositive power with respect to the shares of Class A
Common Stock reported as beneficially owned by such person, except as described
above.
(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.
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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
J. S. STANDISH COMPANY
By /s/ J. Spencer Standish
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J. Spencer Standish
President
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