-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AoRvynvrrlF5WYIiSFwoLRDrxPqpRjnDR+PCTCrBL/8izSRNAKeFTFsq9m2yhiID ufNlx54f8mWqS8FQ/WXisg== 0001047469-03-032189.txt : 20031001 0001047469-03-032189.hdr.sgml : 20031001 20031001112635 ACCESSION NUMBER: 0001047469-03-032189 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031001 GROUP MEMBERS: CHARLES BARRY GROUP MEMBERS: CHARMEL ENTERPRISES, INC. GROUP MEMBERS: CHARMEL LIMITED PARTNERSHIP GROUP MEMBERS: JESS M. RAVICH GROUP MEMBERS: MELANIE BARRY GROUP MEMBERS: OAK RIDGE CAPITAL GROUP, INC. GROUP MEMBERS: RICHARD FITZGERALD GROUP MEMBERS: ROBERT C. KLAS, SR. GROUP MEMBERS: THE TEMPLE COMPANY, L.L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONE MILLS CORP CENTRAL INDEX KEY: 0000023304 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 560367025 STATE OF INCORPORATION: NC FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33752 FILM NUMBER: 03919444 BUSINESS ADDRESS: STREET 1: SUITE 300 STREET 2: 804 GREEN VALLEY ROAD CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3363796220 MAIL ADDRESS: STREET 1: 804 GREEN VALLEY RD, STE 300 STREET 2: PO BOX 26540 CITY: GREENSBORO STATE: NC ZIP: 27415-6540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOZBERG MARC H CENTRAL INDEX KEY: 0001072668 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4115 BUSINESS PHONE: 6123767035 MAIL ADDRESS: STREET 1: 90 SOUTH SEVENTH STREET STREET 2: SUITE 4400 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4115 SC 13D/A 1 a2119581zsc13da.htm SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 24)

Under the Securities Exchange Act of 1934

CONE MILLS CORPORATION
(Name of Issuer)

Common Stock, $.10 par value
(Title of Class of Securities)

206814 10 5
(CUSIP Number)

Albert A. Woodward, Esq.
Leonard, Street And Deinard, P.A.
150 South Fifth Street
Suite 2300
Minneapolis, Minnesota 55402
(612) 335-1500
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)

September 19, 2003
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

(Cover page continued on next 1 pages)

SCHEDULE 13D

CUSIP NO. 206814 10 5


(1) Names of reporting persons I.R.S. Identification Nos. of above persons (entities only)		Jess M. Ravich

(2) Check the appropriate box if a member of a group (see instructions)		(a) X

		(b)

(3) SEC use only

(4) Source of funds (see instructions)		PF

(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).

(6) Citizenship or place of organization		USA

Number of shares beneficially owned by each reporting person with:
	(7) Sole voting power	464,400
	(8) Shared voting power	- -0-
	(9) Sole dispositive power	464,400
	(10) Shared dispositive power	- -0-

(11) Aggregate amount beneficially owned by each reporting person.		464,400

(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions).

(13) Percent of class represented by amount in Row (11)		1.8%

(14) Type of reporting person (see instructions)		IN

INTRODUCTION

The Holders originally filed a Schedule 13D relating to Cone Mills Corporation (the "Issuer") on December 28, 1998. The original filing was amended on January 19, 1999, February 16, 1999, March 9, 1999, June 15, 1999, September 30, 1999, November 4, 1999, March 9, 2000, July 14, 2000, December 22, 2000, March 28, 2001, April 26, 2001, June 6, 2001, November 13, 2001, February 7, 2002, June 7, 2002, November 26, 2002, February 5, 2003, March 3, 2003, March 5, 2003, March 24, 2003, July 15, 2003, August 7, 2003 and August 20, 2003. This filing is the twenty-fourth amendment to the original Schedule 13D filing.

The Holders' responses to Items 1 and 3 remain unchanged, and the Holders hereby restate the information contained in the original filing and subsequent amendments thereto for those items.

ITEM 2. IDENTITY AND BACKGROUND

This statement is filed jointly by the individuals and entities identified below (collectively the "Holders"). There have been no changes in the identity, background, occupations, or addresses of the Holders since the filing of the last Schedule 13D Amendment to which this filing is an amendment.

1.		Marc H. Kozberg
2.		The Temple Company, L.L.P.
3.		Charmel Limited Partnership
4.		Charmel Enterprises, Inc.
5.		Richard Fitzgerald
6.		Charles Barry
7.		Melanie Barry
8.		Robert C. Klas, Sr.
9.		Oak Ridge Capital Group, Inc.
10.		Jess M. Ravich

During the last five years, none of the Holders has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any Holder been a party to a civil proceeding where, as a result of such proceeding, a Holder became 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.

ITEM 4. PURPOSE OF TRANSACTION.

The Holders' prior disclosures under Item 4 are replaced in their entirety by this disclosure.

The Holders solicited proxies to vote for the Holders' slate of directors at the Issuer's annual meeting held September 25, 2003. At the meeting, the Holders' nominees, Charles L. Barry, Jess M. Ravich and Randall G. Kominsky, were elected as directors of the Issuer. Marc H. Kozberg, one of the Holders, is a also member of the Board of Directors of the Issuer. The Holders may seek other ways to obtain additional representation on the Issuer's Board of Directors, including nominating persons to fill vacancies created by resignation or removal of directors or nominating, and seeking proxies for the election of, persons to serve as directors at subsequent meetings of the Issuer's shareholders.

The Holders intend to communicate with the Issuer's management and board on issues of interest to the Issuer's shareholders, both as shareholders and through their nominees elected as directors to the board. The Issuer filed for protection under Chapter 11 of the United States Bankruptcy Code. The Holders intend to actively monitor the Issuer's bankruptcy proceedings and participate in such proceedings to the fullest extent possible. The Holders have engaged bankruptcy counsel to assist them in that regard.

The Issuer has announced that it signed a letter of intent pursuant to which it intends to sell substantially all of its assets to WL Ross & Co. The Holders intend to oppose the sale of the Issuer's assets to WL Ross & Co. and seek alternatives for the recapitalization of the Issuer.

The Holders intend to monitor the activities of the Board of Directors and management of the Issuer and will actively seek to promote policies that they believe to be in the best interest of the Issuer's shareholders. To that end, the Holders may communicate with other shareholders of the Issuer on matters of common interest. The Holders intend to explore opportunities, and have engaged an investment banking firm to assist them in evaluating alternatives, to create shareholder value.

The Holders reserve the right to purchase additional shares of Issuer common stock and may sell Issuer securities should they deem it to be in their best interests.

Those Holders who are or become directors of the Issuer intend to exercise their rights as shareholders in a manner consistent with their fiduciary obligations as directors of the Issuer.

Except as described above, the Holders have no plans or proposals of the type enumerated in Item 4 of Regulation Section 240.13d-101.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Information with respect to the aggregate number, and percentage, of all outstanding Common Stock beneficially owned as of September 30, 2003 by each of the Holders is set forth below:

Name	Number of Shares of Common Stock	Percentage of Outstanding Shares
Marc H. Kozberg(4)	252,500	1.0	%
The Temple Company, L.L.P.	242,160	0.9	%
Charmel Limited Partnership	977,200	3.8	%
Charmel Enterprises, Inc.(2)	977,200	3.8	%
Richard Fitzgerald(1)	242,160	0.9	%
Charles Barry(1)(2)(3)	1,444,360	5.6	%
Melanie Barry(2)	977,200	3.8	%
Robert C. Klas, Sr.	550,000	2.1	%
Oak Ridge Capital Group, Inc.	50,500	0.2	%
Jess M. Ravich(5)	464,400	1.8	%

(1): Includes 242,160 shares of Common Stock owned by The Temple Company, L.L.P.
(2): Includes 977,200 shares of Common Stock owned by Charmel Limited Partnership.
(3): Includes 225,000 shares of Common Stock held by Wells Fargo Bank, as Trustee of the Twin Cities Fan & Blower Co. Profit Sharing Plan FBO Charles Barry.
(4): Includes 2,000 shares of Common Stock purchasable under currently exercisable options and 50,500 shares owned directly by Oak Ridge Capital Group, Inc., of which Mr. Kozberg is Chief Executive Officer. The terms of the options are described in Item 6 hereto.
(5): Includes 464,400 shares held by Ravich Revocable Trust of 1989, a revocable trust of which Mr. Ravich is a trustee.

The Holders' responses to Items 7 through 13 of the cover pages of the statement are incorporated herein by reference. Cover pages have been included in this filing only to the extent a Holder's beneficial ownership in the securities of the Issuer has changed since the most recent filing of a Schedule 13D amendment to which this statement is an amendment.

According to the Issuer's most recent Form 10-Q filing with the SEC, the Issuer had 25,941,475 shares of Common Stock outstanding as of July 23, 2003. The Holders, as of September 30, 2003, collectively beneficially own 2,709,260 shares of the Issuer's Common Stock and options to purchase 2,000 shares of the Issuer's Common Stock, constituting, in the aggregate, approximately 10.5% of the Issuer's outstanding voting Common Stock.

The following transactions by the Holders in Common Stock of the Issuer have not been previously reported by the Holders in a Schedule 13D amendment:

Name		Date		Type of Transaction		Number of Shares		Price/ Share
Jess M. Ravich (1)		09/19/03		Buy		250,000		0.0976

(1): By Ravich Revocable Trust of 1989, a revocable trust of which Mr. Ravich is a trustee.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER.

See prior amendments to Schedule 13D.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A—Agreement as to joint filing pursuant to Regulation Section 240.13d-1(k)(1)(iii).

Exhibit B—Sharing and Consent Agreement *

Exhibit C—Power of Attorney (Richard Fitzgerald) *

Exhibit D—Power of Attorney (Melanie Barry) *

Exhibit E—Form of Option Agreement **

*: Attached as exhibits to Amendment No. 17 to this Schedule 13D, filed February 5, 2003.
**: Filed as Exhibit 10.10 to the Issuer's annual report on Form 10-K for the year ended January 2, 1994.

SIGNATURES

After reasonable inquiry, and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 30, 2003

		Oak Ridge Capital Group, Inc.
/s/ MARC H. KOZBERG Marc H. Kozberg		By:	/s/ MARC H. KOZBERG Marc H. Kozberg, Chief Executive Officer
THE TEMPLE COMPANY, L.L.P.
By:	/s/* Charles Barry, a partner	/s/* Jess M. Ravich
CHARMEL LIMITED PARTNERSHIP
By:	Charmel Enterprises, Inc.	* By Marc H. Kozberg, Attorney-in-Fact
By:	/s/* Charles Barry, President
CHARMEL ENTERPRISES, INC.
By:	/s/* Charles Barry, President
s/s* Richard Fitzgerald
/s/* Charles Barry
/s/* Melanie Barry
/s/* Robert C. Klas, Sr.

EXHIBIT A

AGREEMENT AS TO JOINT FILING

Pursuant to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and agree that the attached Schedule 13D Amendment relating to Cone Mills Corporation is being filed on behalf of each of the undersigned.

		Oak Ridge Capital Group, Inc.
/s/ MARC H. KOZBERG Marc H. Kozberg		By:	/s/ MARC H. KOZBERG Marc H. Kozberg, Chief Executive Officer
THE TEMPLE COMPANY, L.L.P.
By:	/s/* Charles Barry, a partner	/s/* Jess M. Ravich
CHARMEL LIMITED PARTNERSHIP
By:	Charmel Enterprises, Inc.	* By Marc H. Kozberg, Attorney-in-Fact
By:	/s/* Charles Barry, President
CHARMEL ENTERPRISES, INC.
By:	/s/* Charles Barry, President
/s/* Richard Fitzgerald
/s/* Charles Barry
/s/* Melanie Barry
/s/* Robert C. Klas, Sr.

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SIGNATURES
EXHIBIT A AGREEMENT AS TO JOINT FILING
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