SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE13D
Under the Securities Exchange Act of 1934
TEXFI INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
882895 10 5
(Cusip Number)
William L. Remley, President
Chadbourne Corporation
1430 Broadway
Suite 1300
New York, NY 10018
(212) 391-1392
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1996
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this statement. [ ]
Exhibit Index is on page 7
<PAGE>
CUSIP No. 882895 10 5
1) Names of Reporting Person/S.S. or I.R.S. Identification Nos. of Above
Person: CHADBOURNE CORPORATION
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds: 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ]
6) Citizenship or Place of Organization: DELAWARE
Number of (7) Sole Voting Power: - 0 -
Shares Bene-
ficially (8) Shared Voting Power: 2,043,700
Owned by
Each Report- (9) Sole Dispositive Power: - 0 -
ing Person
With (10) Shared Dispositive Power: 2,043,700
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,043,700
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13) Percent of Class Represented by Amount in Row 11: 23.4%
14) Type of Reporting Person: CO
<PAGE>
CUSIP No. 882895 10 5
1) Names of Reporting Person/S.S. or I.R.S. Identification Nos. of Above
Person: HALTON HOUSE LTD.
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds: 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ]
6) Citizenship or Place of Organization: DELAWARE
Number of (7) Sole Voting Power: - 0 -
Shares Bene-
ficially (8) Shared Voting Power: 2,043,700
Owned by
Each Report- (9) Sole Dispositive Power: - 0 -
ing Person
With (10) Shared Dispositive Power: 2,043,700
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,043,700
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13) Percent of Class Represented by Amount in Row 11: 23.4 %
14) Type of Reporting Person: CO
<PAGE>
CUSIP No. 882895 10 5
1) Names of Reporting Person/S.S. or I.R.S. Identification Nos. of Above
Person: THE HALTON DECLARATION OF TRUST
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds: 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ]
6) Citizenship or Place of Organization: DELAWARE
Number of (7) Sole Voting Power: - 0 -
Shares Bene-
ficially (8) Shared Voting Power: 2,043,700
Owned by
Each Report- (9) Sole Dispositive Power: - 0 -
ing Person
With (10) Shared Dispositive Power: 2,043,700
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,043,700
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13) Percent of Class Represented by Amount in Row 11: 23.4%
14) Type of Reporting Person: CO
<PAGE>
CUSIP No. 882895 10 5
1) Names of Reporting Person/S.S. or I.R.S. Identification Nos. of Above
Person: BAHAMAS PROTECTORS, LTD.
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds: 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [ ]
6) Citizenship or Place of Organization: DELAWARE
Number of (7) Sole Voting Power: - 0 -
Shares Bene-
ficially (8) Shared Voting Power: 2,043,700
Owned by
Each Report- (9) Sole Dispositive Power: - 0 -
ing Person
With (10) Shared Dispositive Power: 2,043,700
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,043,700
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
13) Percent of Class Represented by Amount in Row 11: 23.4 %
14) Type of Reporting Person: CO
<PAGE>
Item 1. Security and Issuer
This Amendment No. 5, filed jointly by Chadbourne Corporation
("Chadbourne"), Halton House Ltd. ("Halton Ltd."), The Halton Declaration of
Trust ("Halton Trust"), and Bahamas Protectors, Ltd. ("Bahamas Protectors"),
amends and supplements the statement on Schedule 13D, as previously amended
(this "Schedule"), filed jointly by Chadbourne, Halton Ltd., Halton Trust and
Bahamas Protectors relating to shares of Common Stock, par value $1.00 per share
(the "Common Stock"), of Texfi Industries, Inc. (the "Issuer"). Any capitalized
term used without definition shall have the same meaning previously ascribed to
it in this Schedule.
Item 2. Identity and Background
The principal office of Chadbourne is 1430 Broadway, Suite 1300, New York,
New York 10018.
Item 3. Source and Amount of Funds or Other Consideration
The purchases of Common Stock by Chadbourne reported in Item 5(c) of this
Amendment No. 5 have required the expenditure of approximately $175,000.00 from
borrowed funds. Chadbourne has borrowed the funds expended in such purchases
from Trinity Investment Corp. ("Trinity") pursuant to an arrangement, described
in Item 6 of this Amendment No. 5, under which Trinity agreed to loan, in its
discretion, up to $1 million to Chadbourne, the repayment of which is secured by
securities held in a designated brokerage account of Chadbourne, including the
shares of Common Stock purchased by Chadbourne with such funds.
Item 5. Interest in Securities of the Issuer
(a)-(b) As of the close of business on November 26, 1996, Chadbourne may be
deemed to be the beneficial owner of 2,043,700 shares of Common Stock, including
600,000 shares underlying the Option. Such 2,043,700 shares constitute 23.4% of
the shares of Common Stock outstanding (based on 8,735,491 shares of Common
Stock outstanding), as well as shares underlying the Option. Halton Ltd., by
virtue of its ownership of Chadbourne, Halton Trust, by virtue of its ownership
of Halton Ltd., and Bahamas Protectors, by virtue of its powers as protector of
Halton Trust, each may be deemed to have the power to vote and dispose of the
shares of Common Stock beneficially owned by Chadbourne.
<PAGE>
(c) Since November 14, 1996, Chadbourne effected purchases of Common Stock
in open-market transactions, as follows:
<TABLE>
<S> <C> <C> <C>
Date of trade Shares acquired Price per share*
11/14/96 25,000 $2.50 - $2.625
11/15/96 11,000 $2.625
11/18/96 10,000 $2.50
11/22/96 10,000 $2.50
11/26/96 10,000 $2.50
</TABLE>
* Such prices are net of brokerage commissions.
Except as provided in the foregoing table and Amendment No. 4 to Schedule
13D filed with the Securities and Exchange Commission on October 4, 1996, with
respect to Chadbourne, none of the Reporting Persons have effected any
transaction in the Common Stock within the 60 days preceding the date of this
Amendment No. 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Trinity has agreed to loan up to $1 million, in its discretion to
Chadbourne, pursuant to the terms of a Loan and Security Agreement dated as of
August 1, 1996 by and between Trinity and Chadbourne, a copy of which is
attached as Exhibit 4.1 to Amendment No. 4 to Schedule 13D filed with the
Securities and Exchange Commission on October 4, 1996 and incorporated by
reference. Under such Loan and Security Agreement, an aggregate of approximately
$777,288 has been advanced to Chadbourne, $175,000 of which was used to fund the
purchases of Common Stock described in Item 5(c) of this Amendment No. 5. Under
the terms of such Loan and Security Agreement, interest only is due on July 31
of each year and the balance of indebtedness is due July 31, 2002. Repayment by
Chadbourne of such funds and interest thereon is secured by all securities held
in a brokerage account of Chadbourne at Smith Barney, Inc., including all shares
of Common Stock purchased by Chadbourne with such borrowed funds.
Item 7. Materials to Be Filed as Exhibits
Exhibit Description
5.0 Joint filing agreement.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this amendment is true, complete and correct.
Dated: December 9, 1996
CHADBOURNE CORPORATION
By /s/ William L. Remley
William L. Remley, President
HALTON HOUSE, LTD.
By /s/ William L. Remley
William L. Remley, President
THE HALTON DECLARATION OF TRUST
By /s/ Peter B. Evans
Bahamas Protectors, Ltd., as
Protector of The Halton Declaration of Trust
<PAGE>
Exhibit 5.0
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of this Amendment No. 5 to Schedule 13D with respect to the Common
Stock, par value $1.00 per share, of Texfi Industries, Inc. and that this
agreement shall be included as an exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of December 9, 1996.
CHADBOURNE INVESTMENT CORP.
By /s/ William L. Remley
William L. Remley, President
HALTON HOUSE, LTD.
By /s/ William L. Remley
William L. Remley, President
THE HALTON DECLARATION OF TRUST
By /s/ Peter B. Evans
Bahamas Protectors, Ltd., as
Protector of The Halton Declaration of Trust
