SCHEDULE 14C
Information Required in Information Statement
Reg. 240.14c-101.
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 (Amendment No.)
Check the appropriate box:
Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
X Definitive Information Statement
________________Real Silk Investments, Incorporated__________________
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1. Title of each class of securities to which transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction applies:
________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
___$125.00_________________________________________________________
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number or the Form or Schedule and the
date of its filing.
1. Amount Previously Paid:
________________________________________________________________
2. Form, Schedule or Registration Statement No.:
________________________________________________________________
3. Filing Party:
________________________________________________________________
4. Date Filed:
________________________________________________________________
NOTICE OF ANNUAL MEETING
April 18, 1996
To The Stockholders of Real Silk Investments, Incorporated:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
Real Silk Investments, Incorporated (the "Company") will be held at NBD Bank,
N.A., 5th Floor Terrace Room, Section C, One Indiana Square, Indianapolis,
Indiana at 10:00 A.M., Eastern Standard Time, on Monday, May 13, 1996, for the
following purposes:
1. To elect a Board of seven Directors to serve during the ensuing
year and until their successors shall be duly elected and
qualified.
2. To ratify or reject the selection, by a majority of those members
of the Board of Directors who were not "interested persons" of the
Company, of KPMG Peat Marwick LLP, as the firm of independent
auditors to audit the accounts and to report on the financial
statements of the Company for the year 1996.
3. To take action upon such other business as may properly come
before this meeting or any adjournment thereof.
Only Common Stockholders of record at the close of business April 8, 1996
are entitled to notice of and to vote at the Annual Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
By order of the Board of Directors.
___________________________
Lorretta A. Cox
Secretary
INFORMATION STATEMENT
REAL SILK INVESTMENTS, INCORPORATED
Principal Executive Office of Registrant:
Real Silk Investments, Incorporated
445 N. Pennsylvania St., Suite 500
Indianapolis, Indiana 46204
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Voting Securities and Principal Holders Thereof
There are issued and outstanding 164,683 shares of $5 Par Value
Common Stock, the only class of voting securities of Registrant.
Stockholders of record at the close of business April 8, 1996, are
entitled to notice of and to vote at the Annual Meeting. This Information
Statement is first being sent to the stockholders on April 18, 1996.
The following table sets forth certain information with regard to
persons known to the management of the Registrant to have beneficial
ownership of more than 5% of Real Silk Investments, Incorporated,
outstanding stock:
Name and Address Amount and Nature Percent
Title of of Beneficial of Beneficial of
Class Owner Ownership Class (1)
$5 Par Value A Group Composed of
Common Daniel R. Efroymson
Mary Ann Stein
Moriah Fund, Inc.
445 N. Pennsylvania St.
Indianapolis, Indiana 129,617 (2) 78.7
$5 Par Value First Chicago NBD Corp.
Common Chicago, Illinois 59,121 (3) 35.9
Note(1): Some of the shares reported in footnotes 2 and 3 are held in accounts
of which more than one reporting person has beneficial ownership. These shares
are reported as beneficially owned by each such reporting person under the
"shared" categories resulting in the total shares reported in those
categories exceeding the actual number of shares involved.
Note (2): Management is advised that Moriah Fund, Inc. and Daniel R.
Efroymson exercise sole dispositive and voting power over 77,000 and 5,233
shares, respectively, and that Daniel R. Efroymson and Mary Ann Stein exercise
shared voting and dispositive power over 47,384 and 6,905 shares,
respectively, according to a Schedule 13-G dated February 13, 1996.
Note(3): Management is advised that First Chicago NBD Corp. exercises sole
voting and dispositive power over 8,092 shares and shared voting and
dispositive power over 51,029 shares, according to a Schedule 13-G dated
February 9, 1996.
The following table sets forth certain information as of April 8, 1996,
with respect to the beneficial ownership of the outstanding common stock of
Real Silk Investments, Incorporated, by persons named therein who are directors
who will continue in office, and by all directors and officers as a group as
reported by each person.
Percent
Title of Name of Amount and Nature of
Class Beneficial Owner of Beneficial Ownership Class
$5 Par Value
Common Stock Daniel R. Efroymson 52,628 (4) 32.0
Loralei M. Efroymson 5,068 3.l
Herbert D. Falender l,488 *
Mary Ann Stein 6,905 4.2
Directors and Officers
as a Group (4 in number) 54,116 32.9
*less than 1.0%
Note (4): The 52,628 shares reported by Daniel R. Efroymson includes 5,068
shares reported by Loralei M. Efroymson, and 6,905 shares reported by Mary Ann
Stein. Of the 52,628 shares reported, Daniel R. Efroymson has sole voting and
investment power with respect to 5,233 shares and shared voting and investment
power with respect to 47,395 shares.
Directors and Executive Officers
Directors to be elected for the ensuing year and until their successors shall
be duly elected and qualified:
DANIEL R. EFROYMSON*, 54, Director since 1983
President and Treasurer of Registrant (1989 to present); First Vice
President of Moriah Fund, Inc. (1993 to present); Vice President of
Moriah Fund, Inc. (1986 to 1993); Secretary and Treasurer of Moriah
Fund, Inc. (1985 to present); Managing Partner, SEE Investors;
Director of Lincoln National Corporation; and Director of NBD
Bank, N.A. (Indiana).
LORALEI M. EFROYMSON*, 54, Director since 1989
Vice President of Registrant (1989 to present); Second Vice President
of Moriah Fund, Inc. (1993 to present); Assistant Vice President of
Moriah Fund, Inc. (1989 to 1993); Partner, SEE Investors.
HERBERT D. FALENDER, 79, Director since 1969
Retired President of Falender Iron & Metal Corporation.
NORMAN C. KLEIFGEN, JR., 59, Director since 1987
First Vice President, NBD Bank, N.A. (1994 to present); First Vice
President and Trust Officer of NBD Bank, N.A. (1994); Vice President
and Trust Officer of NBD Bank, N.A. (1982 to 1994).
TERRY W. BOWMASTER, 49, Director since 1993
Senior Vice President for Finance and Administration, Butler
University (1992 to present); Vice President of Finance, University of
Hartford (1989 to 1991).
MARY ANN STEIN*, 52, Director since 1994
President of Moriah Fund, Inc. (1989 to present); Partner, SEE
Investors.
SAMUEL L. ODLE, 46, Director since 1995
Chief Operating Officer - Clinical Services, Methodist Hospital of
Indiana, Inc. (1994 to present); Senior Vice President, Hospital
Operations, Methodist Hospital of Indiana, Inc. (1986 to 1994).
*Daniel R. Efroymson, Loralei M. Efroymson, and Mary Ann Stein are "interested
persons" because they are officers of, and Daniel R. Efroymson and Mary Ann
Stein are also Directors of, Moriah Fund, Inc., which holds more than 5% of the
outstanding shares of the Registrant. Loralei M. Efroymson is the spouse of
Daniel R. Efroymson. Mary Ann Stein is the sister of Daniel R. Efroymson.
Herbert D. Falender is the uncle of Daniel R. Efroymson and Mary Ann Stein.
The Board of Directors of the Registrant had five regularly scheduled
meetings during 1995. The Board does not have a standing audit, nominating
or compensation committee. All directors attended in excess of 75% of the
total number of meetings of the Board of Directors of the Registrant held
during the time he or she was a director, except Mary Ann Stein who attended
60% of such meetings and Samuel L. Odle who attended two of the three
meetings which were held during his term as a director. All directors who are
not employees of the Registrant are paid an annual retainer of $1,000, payable
in quarterly installments of $250, and an attendance fee of $300 for each
Board of Directors meeting attended.
Executive Compensation
Name of Person Aggregate Pension or Estimated Total
Position Compensation Retirement Annual Compensation
From Benefits Benefits From
Registrant Accrued as Upon Registrant
(5) Part of Fund Retirement
Expenses (7)
(6)
Herbert D. Falendar $2,500 N/A N/A $2,500
Director
Norman C. Kleifgen, Jr. $2,500 N/A N/A $2,500
Director
Terry W. Bowmaster $2,500 N/A N/A $2,500
Director
Mary Ann Stein $1,900 N/A N/A $1,900
Director
Samuel L. Odle $1,100 N/A N/A $1,100
Director
Daniel R. Efroymson (8) N/A See Note 7
President and Treasurer
Director
Loralei M. Efroymson (8) N/A See Note 7
Vice President
Director
All Directors and $111,352 $5,883 See Note 7 $117,235
Executive Officers
(11 Persons)
Note (5): No officer of Registrant receives compensation in excess of $60,000
per year and officer compensation is therefore not separately
disclosed.
Note (6): Pursuant to the Registrant's Defined Contribution Retirement Plan,
an aggregate total of $5,883 was paid to the Trustee of the Plan
for the calendar year 1995, on behalf of all officers. That sum
is not included in the Aggregate Remuneration of all Directors and
Officers but is included in Total Compensation From Registrant.
Directors who are not officers are not eligible for the Plan.
Note (7): As a Defined Contribution Plan, estimated annual benefits are not
readily calculable.
Note (8): Director of Registrant who is also an officer and therefore does not
receive compensation in capacity of a director.
Independent Auditors
KPMG Peat Marwick LLP ("Peat Marwick"), were the Independent Auditors of
Registrant beginning with the year 1995 and are being recommended to the
Stockholders for ratification for the current year.
Representatives of the Independent Auditors are expected to attend the
Annual Meeting of Stockholders with the opportunity to make a statement if
they desire to do so and are expected to be available to respond to
appropriate questions by the Stockholders.
Voting Procedures
An affirmative vote of a majority of the shares present at the meeting
is required for approval of matters presented. Each eligible share is entitled
to one vote.
