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____________________________________________________
X 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 SPECIAL MEETING OF SHAREHOLDERS
June 8, 1998
To The Stockholders of Real Silk Investments, Incorporated:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of
Real Silk Investments, Incorporated (the "Company") will be held on the
5th Floor of NBD Bank, N.A., One Indiana Square, Indianapolis, Indiana at
10:00 A.M., Eastern Standard Time, on Tuesday, June 30, 1998, for the
following purposes:
1. To elect four Directors nominated by the Board of Directors to
fill vacancies created on the Board under circumstances
specified in the Information Statement. The four Directors,
if elected, will serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and
qualified.
2. 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 May 15, 1998
are entitled to notice of and to vote at the Special Meeting of Shareholders.
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 Real Silk Investments, Inc. (the "Company"):
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 the Company.
Stockholders of record at the close of business May 15, 1998, are
entitled to notice of and to vote at the Special Meeting. This Information
Statement is first being sent to the stockholders on or about June 8, 1998.
The following table sets forth certain information with regard to persons
known to the management of the Company 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 130,581(2) 79.3
$5 Par Value First Chicago NBD Corp.
Common Chicago, Illinois 60,086(3) 36.5
Note (1): Some of the shares reported in foot notes 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 Mor iah Fund, Inc. and Daniel R.
Efroymson exercise sole dispositive and voting power with respect
to 77,000 and 5,233 shares, respectively, and that Daniel R.
Efroymson and Mary Ann Stein exercise shared voting and
dispositive power with respect to 48,348 and 6,905 shares,
respectively, according to a Schedule 13-G dated February 3, 1998.
Note (3): Management is advised that First Chicago NBD Corp. exercises sole
voting and dispositive power over 7,188 shares and shared voting
and dispositive power with respect to 52,898 shares, according to
a Schedule 13-G dated February 4, 1998.
The following table sets forth certain information as of April 6, 1998,
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 as well as the four newly nominated
directors, and by all Directors and Executive 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 53,581 (4) 32.5
Loralei M. Efroymson 5,068 3.l
Herbert D. Falender l,488 .9
Mary Ann Stein 6,905 4.2
Norman C. Kleifgen, Jr. - -
Terry W. Bowmaster - -
Samuel L. Odle - -
Jeremy D. Efroymson 1,715 1.0
Gideon J. Stein 1,440 .9
Robert L. Beal, Nominee - -
William A. Carter, Nominee - -
Peter Z. Grossman, Ph.D., Nominee - -
Eli J. Segal, Nominee - -
Directors and Executive Officers
as a Group (13 in number) 55,069 33.4
Note (4): The 53,581 shares reported by Daniel R. Efroymson includes 5,068
shares reported by Loralei M. Efroymson, 6,905 shares reported by
Mary Ann Stein, 1,715 shares reported by Jeremy D. Efroymson and
1,440 shares reported by Gideon J. Stein. Of the 53,581 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 48,348 shares.
Directors and Executive Officers
The present Board of Directors determined it is in the best interest of
the Company to broaden the experience and depth of the members of the Board.
To accomplish that goal, the current Board has amended the By-Laws to create
a Board of Directors consisting of twelve members, thereby creating four
vacancies. The Board of Directors also selected the following four directors
to fill the newly created vacancies, subject to shareholder approval in
accordance with the By-Laws of the Company. Directors to be elected to fill
the vacancies created by the Board are anticipated to serve until the 1999
Annual Meeting of Shareholders and until their successors are duly elected and
qualified. The newly nominated directors are:
ROBERT L. BEAL, 56, Nominee
Partner, The Beal Companies, LLP, a real estate developer and
appraiser (1976 to present).
WILLIAM A. CARTER, 66, Nominee
Self-employed business consultant (1991 to present); Retired,
Partner of Ernst & Young.
PETER Z. GROSSMAN, Ph.D., 49, Nominee
Clarence Efroymson Chair and Associate Professor of Economics,
Butler University (1994 to present); Visiting Assistant Professor
of Economics, Washington University, St. Louis, Missouri (1993 to
1994).
ELI J. SEGAL, 55, Nominee
President and Chief Executive Officer, The Welfare to Work
Partnership (1997 to present); Director of Federal National
Mortgage Association; Director of Tower Air; Assistant to the
President of the United States (1993 to 1996); Director and Chief
Executive Officer, Corporation for National Service (1993 to 1995);
Chief Financial Officer of Presidential Transition (1992); Chief
of Staff, Clinton for President (1992); President, B & P
Publishing Co., (1991 to 1993); President, Bits & Pieces, Inc.
(1984 to 1993).
Directors continuing in office and whose term expires at the 1999 Annual
Meeting of Shareholders:
DANIEL R. EFROYMSON*, 56, Director since 1983
President and Treasurer of Company (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 and its predecessor, Indiana National
Bank (1985 to 1998).
LORALEI M. EFROYMSON*, 56, Director since 1989
Vice President of Company (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*, 81, Director since 1969
Retired, President of Falender Iron & Metal Corporation.
NORMAN C. KLEIFGEN, JR., 61, 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. and its
predecessor, Indiana National Bank (1982 to 1994).
TERRY W. BOWMASTER, 51, Director since 1993
Independent investor (1997 to present); Managing Associate,
Oxford Financial Advisors Corporation (1997); Senior Vice
President for Finance and Administration, Butler University (1992
to 1997).
MARY ANN STEIN*, 54, Director since 1994
President of Moriah Fund, Inc. (1989 to present); Partner, SEE
Investors.
SAMUEL L. ODLE, 48, Director since 1995
Chief Operating Officer - Clinical Services - Clarian Health
Partners, Inc. (1997 to present); Senior Vice President/Chief
Operating Officer - Methodist/IU/Riley Hospitals (l996 to 1997);
Chief Operating Officer - Clinical Services, Methodist Hospital
of Indiana, Inc. (1994 to 1996); Senior Vice President, Hospital
Operations, Methodist Hospital of Indiana, Inc. (1986 to 1994).
GIDEON J. STEIN*, 26, Director since 1998
Partner, Monkey Rock Interactive, LLC (1997 to present);
Executive Vice President, Movie Magazine, LLC (1997 to present);
Partner, I.F. Holdings, LLC (1997 to present); Chief Executive
Officer and Partner, Axxis Magazine, Inc. (1994 to 1997).
The following are Executive Officers of the Company:
DANIEL R. EFROYMSON*, President, Treasurer, and Director
LORALEI M. EFROYMSON*, Vice President and Director
JEREMY D. EFROYMSON*, 29, Vice President of Company (1997 to present);
Attorney, Arthur and Efroymson, Attorneys at Law (1997 to present);
President and Secretary, Blue Diamond Computers, Inc. (1997); Law
Clerk, Ortiz and Associates (1996); Law Clerk, William A. Karnezis
and Associates (1994 to 1995); Associate, Prudential Insurance (1995).
* Daniel R. Efroymson, Loralei M. Efroymson, Mary Ann Stein, Gideon J.
Stein, and Jeremy D. Efroymson are "interested persons" because they
are officers or family members of 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 Company.
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. Gideon J. Stein
is the son of Mary Ann Stein, the nephew of Daniel R. Efroymson and
Loralei M. Efroymson, and the cousin of Jeremy D. Efroymson. Jeremy
D. Efroymson is the son of Daniel R. Efroymson and Loralei M.
Efroymson, the nephew of Mary Ann Stein, and the cousin of Gideon J.
Stein.
The Board of Directors of the Company held three regularly scheduled
meetings during 1997. 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 Company held during
the time he or she was a director, except Mary Ann Stein who attended two of
the three meetings held. All directors who are not employees of the Company 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
Compensation Retirement Annual Benefits Total
from Company Benefits Upon Compsensation
(5) Accrued Retirement (7) From Company
as Part of Fund
Expenses (6)
Herbert D. Falender $1,900 N/A N/A $1,900
Director
Norman C. Kleifgen, Jr. $1,900 N/A N/A $1,900
Director
Terry W. Bowmaster $1,900 N/A N/A $1,900
Director
Mary Ann Stein $1,600 N/A N/A $1,600
Diretor
Samuel L. Odle $1,900 N/A N/A $1,900
Director
Daniel R. Efroymson (8) N/A See Note 7
President, Treasurer and Director
Loralei M. Efroymson (8) N/A See Note 7
Vice President and Director
Jeremy D. Efroymson N/A See Note 7
Vice President
All Directors and $77,084 $3,250 See Note 7 $80,334
Officers (8 persons)
Note (5): No officer of the Company receives compensation in excess of
$60,000 per year and officer compensation is therefore not
separately disclosed.
Note (6): Pursuant to the Company's Defined Contribution Retirement Plan,
an aggregate total of $3,250 was paid to the Trustee of the Plan
for the calendar year 1997, on behalf of all Executive Officers.
That sum is not included in the Aggregate Compensation from
Company column but is included in the Total Compensation From
Company column for all Directors and Executive Officers.
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 Company who is also an officer and therefore does not
receive compensation in capacity of a director.
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.
Submission of Stockholder Proposals
Stockholder proposals to be presented at the 1999 Annual Meeting of
Stockholders must be received by the Company at its principal office on or
before December 31, 1998, to be considered for inclusion in the Company's
Information Statement for that meeting.
