-----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, GQFCxC2wL8zkp1mWC7DT/r96cI81RxZFscMvnDmB4/wfa5f2j02PC1epxOdzoytB K04Xzjk2DA+JhBcEqQDwng== 0001104659-03-001018.txt : 20030206 0001104659-03-001018.hdr.sgml : 20030206 20030206095138 ACCESSION NUMBER: 0001104659-03-001018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000819793 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 140462060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42754 FILM NUMBER: 03541744 BUSINESS ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 BUSINESS PHONE: 5184452200 MAIL ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 FORMER COMPANY: FORMER CONFORMED NAME: ALBINT INC DATE OF NAME CHANGE: 19870924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANDISH J S CO CENTRAL INDEX KEY: 0001078008 IRS NUMBER: 363060162 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O J SPENCER STANDISH STREET 2: ONE SCHUYLER MEADOWS ROAD CITY: LOUDONVILLE STATE: NY ZIP: 12211 BUSINESS PHONE: 5184452200 MAIL ADDRESS: STREET 1: C/O J. SPENCER STANDISH, STREET 2: ONE SCHUYLER MEADOWS ROAD CITY: LOUDONVILLE STATE: NY ZIP: 12211 SC 13D/A 1 j7023_sc13da.htm SC 13D/A

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

ALBANY INTERNATIONAL CORP.

(Name of Issuer)

 

CLASS A COMMON STOCK

(Title of Class of Securities)

 

012 348 108

(CUSIP Number)

 

J. Spencer Standish, One Schuyler Meadows Rd., Loudonville, NY  12211  (518) 445-2200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

N.A.

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 012 348 108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
J. S. Standish  Company

36-3060162

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not Applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    o

 

 

6.

Citizenship or Place of Organization
Delaware, USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,574,345

 

8.

Shared Voting Power
¾

 

9.

Sole Dispositive Power
2,574,345

 

10.

Shared Dispositive Power
¾

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,574,345

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.57%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

2



 

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 National Bank, 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


                Thomas R. Beecher, Jr.                                        Secretary &

                200 Theater Place                                                 Director

                Buffalo, New York  14202


                John C. Standish                                                  Director

                c/o Albany International Corp.

                1373 Broadway

                Albany, New York  12204


                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 National Bank, 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.

 

(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.  Thomas R. Beecher, Jr.’s present principal occupation is President of Ballynoe Inc., the principal business of which is 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 Director, PAC Pressing and Process Technology for the Company.  He also serves as a Director of the Company.  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) Thomas R. Beecher, Jr., (iv) John C. Standish, or (v) 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, 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 2,574,345 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”).  As of March 10, 2002, J. S. Standish Company beneficially owned 3,368,013 shares of Class B Common Stock.  Of the shares of Class B Common Stock beneficially owned by J. S. Standish Company at that time, (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 had 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 had been received in the form of dividends declared by the Company on all outstanding shares of Class A and Class B Common Stock.

 

 

Since the filing date of Amendment No. 4 to Schedule 13D, January 24, 2003,  J. S. Standish Company converted and sold 339,768 shares, resulting in current holdings of 2,574,345 shares of Class B Common Stock (see Item 4 below).

 

Item 4.

Purpose of Transaction

State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

 

During 2002, J. S. Standish Company and the Standish Delta Trust entered into a written plan covering a proposed sale of up to 2.7 million shares of the Company’s Common Stock.  The Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1 promulgated under the Securities Exchange Act of 1934.

 

Pursuant to the terms of the 10b5-1 Plan, entered into with Credit Suisse First Boston Corporation, up to 200,000 shares of Class A Common Stock and 2,500,000 shares of Class B Common Stock may be sold during the period from August 1, 2002 through December 31, 2003, subject to such price, volume, timing and other provisions as specified in the Plan.  Shares of Class B Common Stock sold under the Plan will automatically be converted to shares of Class A Common Stock at the time of the sale.

 

Since the 10b5-1 Plan was adopted, J. S. Standish Company has converted and sold 793,668 shares of Class B 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.

 

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 2,574,345 shares of Class A Common Stock (8.57% 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 4,306,039 shares of Class A Common Stock (13.55% of the Class A Common Stock outstanding) of which (i) 16,000 shares are issuable to him upon the exercise of stock options at $15 per share, (ii) 1,454,294 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), (iii) 120,000 shares are issuable to the Christine L. Standish Delta Trust 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), (iv) 120,000 shares are issuable to the John C. Standish Delta Trust 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), (v) 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 (J. Spencer Standish has sole voting and investment power with respect to such shares), (vi) 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 (J. Spencer Standish has sole voting and investment power with respect to such shares), and (vii) 2,574,345 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 conversion to Class A, and subsequent sale, of Class B shares held by J. S. Standish Company, as follows: (1) 25,000 shares on January 28, 2003, (2) 100,000 shares on January 29, 2003, (3) 61,000 shares on January 30, 2003, (4) 61,625 shares on January 31, 2003, (5) 68,200 shares on February 3, 2003, and (6) 23,943 shares on February 4, 2003.

 

(3)  Thomas R. Beecher, Jr. beneficially owns 857,250 shares of Class A Common Stock (3.03% of the Class A Common Stock outstanding) of which (i) 9,914 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) 200,000 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 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 (Mr. Beecher is trustee with shared voting and investment power with respect to such shares). 

 

(4)  John C. Standish beneficially owns 372,096 shares of Class A Common Stock (1.34% of the Class A Common Stock outstanding) of which (i) 18,480 shares are issuable to him upon the exercise of stock options at various exercise prices from $10.5625 to $22.25 per share, (ii) 1,704 shares are issuable to him upon conversion of an equal number of shares of Class B Common Stock, (iii) 594 shares are held in his account in the Company’s 401(k) retirement savings and employee stock ownership plans, (iv) 200,000 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).

 

(5)  Christine L. Standish beneficially owns 369,020 shares of Class A Common Stock (1.33% of the Class A Common Stock outstanding) of which (i) 2,302 shares are owned directly, (ii) 12,000 shares are issuable to her upon the exercise of stock options at $15 per share, (iii) 1,704 shares are issuable to her upon conversion of an equal number of shares of Class B Common Stock, (iv) 1,696 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, (v) 200,000 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 (vi) 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).

 

(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.

 

3



 

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.

 

February 6, 2003

 

Date

 


J. S. STANDISH COMPANY


/s/  J. Spencer Standish

 

Signature

 


J. Spencer Standish

President

 

Name/Title

 

4


-----END PRIVACY-ENHANCED MESSAGE-----