-----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, Kva5xDqYvyeKR3Qr6BgVGGzK6xYCVODOlVopWEbQRqPet4LoFsPZ6wCJp8qEdGEg 6FjGWnMTx/5XrxZ3JZYKog== 0000728618-97-000112.txt : 19971126 0000728618-97-000112.hdr.sgml : 19971126 ACCESSION NUMBER: 0000728618-97-000112 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971125 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAN RIVER INC /GA/ CENTRAL INDEX KEY: 0000914384 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 581854637 STATE OF INCORPORATION: GA FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51957 FILM NUMBER: 97727448 BUSINESS ADDRESS: STREET 1: 2291 MEMORIAL DRIVE CITY: DANVILLE STATE: VA ZIP: 24541 BUSINESS PHONE: 8047997000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Dan River Inc. _________________________________________________________________ (Name of Issuer) Class A Common Stock _________________________________________________________________ (Title of Class of Securities) 235774 10 6 _______________________________ (CUSIP Number) Marcus N. Lamb, Esq., Metropolitan Life Insurance Company One Madison Avenue, New York, NY 10010 (212) 578-6566 _________________________________________________________________ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 19, 1997 _________________________________________________________________ (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(b)(3) or (4), check the following box / / Check the following box if a fee is being paid with the statement / /(A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON Metropolitan Life Insurance Company (I.R.S. No. 13-5581829) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7 - 10) SOLE VOTING POWER None SHARED VOTING POWER None SOLE DISPOSITIVE POWER None SHARED DISPOSITIVE POWER None 11 . AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 12 . CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 . PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% equity interest / 26% voting power 14 . TYPE OF REPORTING PERSON* IC *SEE INSTRUCTIONS BEFORE FILLING OUT 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON 23RD Street Investments, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7 - 10) SOLE VOTING POWER 6,708,723 SHARED VOTING POWER N/A SOLE DISPOSITIVE POWER 6,708,723 SHARED DISPOSITIVE POWER N/A 11 . AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 12 . CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 . PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% equity interest / 26% voting power 14 . TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON Mezzanine Investment Limited Partnership-BDR 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (7 - 10) SOLE VOTING POWER 6,708,723 SHARED VOTING POWER N/A SOLE DISPOSITIVE POWER 6,708,723 SHARED DISPOSITIVE POWER N/A 11 . AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,708,723 12 . CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / N/A 13 . PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% equity interest / 26% voting power 14 . TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1. Security and Issuer This Statement relates to the Class A Common Stock ("Class A Common Stock") of Dan River Inc. ("Dan River"), a Georgia corporation, that has its principal executive offices at 2291 Memorial Drive, Danville, Virginia 24541, telephone (804) 779- 7000. Item 2. Identity and Background. 2 (a-c). I. Filing Parties: This Statement is filed on behalf of Metropolitan Life Insurance Company ("MetLife"), 23rd Street Investments, Inc. ("23rd Street") and Mezzanine Investment Limited Partnership - BDR ("MILP-BDR"). MetLife, a New York corporation with its principal office and business at One Madison Avenue, New York, NY 10010, is a mutual life insurance company which together with its subsidiaries principally provides life insurance and annuity products and pension, pension-related and investment-related services to individuals, corporations and other institutions. 23rd Street, incorporated in the State of Delaware with its principal business address at One Madison Avenue, New York, New York 10010, is a holding company and is the general partner to MILP-BDR and a number of other partnerships in which MetLife has investments. MILP-BDR is a limited partnership organized in the State of Delaware with its principal business address at One Madison Avenue, New York, New York 10010 whose only asset is the Class A Common Stock. Each of MetLife, 23rd Street and MILP-BDR may sometimes be referred to herein as a "Filing Party" and collectively as the "Filing Parties." II. Control Relationships MetLife is not controlled by any person or persons. 23rd Street is a wholly owned subsidiary of MetLife. MILP-BDR is a limited partnership in which MetLife is a limited partner with a 99% partnership interest and 23rd Street is the general partner with a 1% partnership interest. III. Executive Officers and Directors Information concerning the Executive Officers and Directors of MetLife and 23rd Street is included in Exhibit A hereto and is incorporated by reference herein. 2(d). Criminal Proceedings During the last five years, none of the Filing Parties nor any executive officer or director of the Filing Party has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 2(e). Civil Securities Law Proceedings During the last five years, none of the Filing Parties nor any executive officer or director of any Filing Party has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws. 2(f). Citizenship See Exhibit A Item 3. Source and Amount of Funds or Other Consideration In 1989 and 1990 MetLife purchased, with funds from its general account, various securities issued by Braelan Corp., a predecessor of Dan River. These securities were directly and indirectly contributed to MILP-BDR and, in a series of recapitalizations, exchanges, and conversions, became the Class A Common Stock owned by MILP-BDR as of the date on which Dan River initiated the initial pubic offering of its securities. Item 4. Purpose of the Transaction MILP-BDR holds the Class A Common Stock for investment and the Filing Parties do not currently have any plans to dispose of such Stock or to acquire any other securities of Dan River, or any plans with respect to Dan River that relate to or would result in (i) any extraordinary corporate transaction or any sale or transfer of a material amount of its assets or the assets of any of its subsidiaries, (ii) any change in its present board of directors or management, (iii) any material change in its present capitalization or dividend policy, (iv) any material change in its business or corporate structure, (v) any change in its charter or bylaws, (vi) the Class A Common Stock being delisted from the New York Stock Exchange or (vi) any other similar action. Item 5. Interest in Securities of the Issuer (a) Each Filing Party is the beneficial owner of 6,708,723 shares of Class A Common Stock which represents a 39.9% equity interest and a 26% voting interest in Dan River. (b) Sole voting power with respect to the Class A Common Stock is held by 23rd Street. (c) The only transaction in the Class A Common Stock during the past 60 days was as a result of the recapitalization plan which Dan River recently effected in which each share of common stock of Dan River previously held by MILP-BDR was reclassified and exchanged for 17.5 shares of Class A Common Stock. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer MILP-BDR, together with holders of the Class A Common Stock immediately prior to Dan River's initial public offering, is a party to the Registration Rights Agreement dated as of September 3, 1991 pursuant to which 20% of such holders (other than certain management holders) may demand, on seven occasions, that Dan River prepare and file with the SEC a Registration Statement with respect to such Class A Common Stock. MILP-BDR has also agreed with Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and SBC Warburg Dillon Reed Inc. that it will not sell any of its Class A Common Stock for 180 days after the date of the final prospectus relating to the public offering of the Class A Common Stock. Item 7. Material to be Filed as Exhibits Exhibit A - Information relating to the Executive Officers and Directors of MetLife and 23rd Street Exhibit B - Agreement Required for Joint Filing under Rule 13d-1 (f)(1)(iii) Signature After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Metropolitan Life Insurance Company By: /s/Marcus N. Lamb_______________ Marcus N. Lamb Associate General Counsel 23rd Street Investments, Inc. By: /s/Richard Clarke_______________ Richard Clarke Vice President and Secretary Mezzanine Investment Limited Partnership - BDR By: 23rd Street Investments, Inc., as general partner By: /s/Richard Clarke______________ Richard Clarke Vice President and Secretary EXHIBIT A The directors of Metropolitan Life are listed below, together with information with respect to their business address, principal occupations and citizenship as required by General Instruction C of Schedule D: Curtis H. Barnette Chairman and Chief Executive Officer Bethlehem Steel Corporation 1170 Eighth Avenue, Martin Tower 2118 Bethlehem, Pennsylvania 18016 Citizenship USA Joan Ganz Cooney Chairman, Executive Committee Children's Television Workshop One Lincoln Plaza New York, New York 10023 Citizenship USA Burton A. Dole, Jr. Chairman of the Board Nellcor Puritan Bennett 2200 Faraday Avenue Carlsbad, California 92008(since 1995) prior thereto, Chairman and Chief Executive Officer Puritan Bennett Citizenship USA James R. Houghton Retired Chairman of the Board and Chief Executive Officer Corning Incorporated 80 East Market Street, 2nd Floor Corning, New York 14830 (since 1996) prior thereto, Chairman and Chief Executive Officer Citizenship USA Harry P. Kamen Chairman of the Board, President and Chief Executive Officer Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 (since 1995) prior thereto, Chairman of the Board and Chief Executive Officer prior thereto, Senior Vice-President and General Counsel Citizenship USA Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 Citizenship USA Charles M. Leighton Chairman and Chief Executive Officer CML Group, Inc. 524 Main Street Acton, Massachusetts 01720 Citizenship USA Richard J. Mahoney Chairman of the Executive Committee Monsanto Company 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 (since 1995) prior thereto, Chairman of the Board and Chief Executive Officer Citizenship USA Allen E. Murray Retired Chairman of the Board and Chief Executive Officer Mobil Corporation P.O. Box 2072 New York, New York 10163 (since March 1994) prior thereto, Chairman of the Board and Chief Executive Officer (since 1993) prior thereto, Chairman of the Board, President and Chief Executive Officer Citizenship USA John J. Phelan, Jr. Retired Chairman and Chief Executive Officer New York Stock Exchange, Inc. P.O. Box 312 Mill Neck, New York 11765 Citizenship USA John B.M. Place Former Chairman of the Board Crocker National Corporation 111 Sutter Street, 4th Floor San Francisco, California 94104 Citizenship USA Hugh B. Price President and Chief Executive Officer National Urban League, Inc. 500 East 62nd Street, New York, New York 10021 (since 1994) prior thereto, Vice President, The Rockefeller Foundation Citizenship USA Robert G. Schwartz Retired Chairman of the Board, President and Chief Executive Officer, Metropolitan Life Insurance Company, 200 Park Avenue, Suite 5700 New York, New York 10166 (since 1993); prior thereto, Chairman of the Board, President and Chief Executive Officer. Citizenship USA Ruth J. Simmons, Ph.D. President Smith College College Hall 20 Northampton, Massachusetts 01063 (since 1995) prior thereto, Office of the Provost Princeton University 4 Nassau Hall Princeton, New Jersey 08544. Citizenship USA William S. Sneath Retired Chairman of the Board Union Carbide Corporation 41 Leeward Lane Riverside, Connecticut 06878 Citizenship USA Set forth below is a list of the names of the following executive officers of Metropolitan Life. The principal business address of Metropolitan Life is One Madison Avenue, New York, New York 10010. Harry P. Kamen Chairman of the Board, President and Chief Executive Officer Citizenship USA Robert H. Benmosche President and Chief Operating Officer Citizenship USA Gerald Clark Senior Executive Vice-President and Chief Investment Officer Citizenship USA Stewart G. Nagler Senior Executive Vice-President and Chief Financial Officer Citizenship USA Gary A. Beller Executive Vice-President and General Counsel Citizenship USA Louis J. Ragusa Vice-President and Secretary Citizenship USA Carl R. Henrikson Executive Vice-President Citizenship USA Jeffrey J. Hodgman Executive Vice-President Citizenship USA David A. Levene Executive Vice-President Citizenship USA John D. Moynahan, Jr. Executive Vice-President Citizenship USA Catherine A. Rein Executive Vice-President Citizenship USA William J. Toppeta Executive Vice-President Citizenship USA John H. Tweedie Executive Vice-President Citizenship USA and Canada William R. Prueter President and Chief Executive Officer-Canadian Operations Citizenship Canada The directors and officers of 23rd Street Investments, Inc. are listed below, together with information with respect to their principal occupations and citizenship as required by General Instruction C of Schedule D. The principal business address of 23rd Street Investments, Inc. is One Madison Avenue, New York, New York 10010. Jeffrey J. Hodgman Chairman of the Board Citizenship USA Charles E. Symington President Citizenship USA Steven J. Brash Assistant Vice-President Citizenship USA Leo R. Brown Assistant Vice-President Citizenship USA Richard G. Clarke Vice-President and Secretary Citizenship USA Francis M. Donnantuono Vice-President Citizenship USA Michael J. Kroger Vice-President Citizenship USA Michael J. Mazzola Vice-President Citizenship USA Robert J. Noll Vice-President Citizenship USA Louis J. Ragusa Assistant Secretary Citizenship USA Jonathan L. Rosenthal Vice-President and Assistant Treasurer Citizenship USA Arthur G. Typermass Vice-President Citizenship USA EXHIBIT B AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 (f)(1) (iii) November 24, 1997 Re: Statement on Schedule 13D under the Securities Exchange Act of 1934 Relating to Class A Common Stock of Dan River Inc. Each of the undersigned understands, consents and agrees that the above-referenced Statement on Schedule 13D is filed on behalf of each of the undersigned and that this letter shall be attached as an exhibit to such Statement. METROPOLITAN LIFE INSURANCE COMPANY By:/s/Marcus N. Lamb_______________ Marcus N. Lamb Associate General Counsel 23RD STREET INVESTMENTS, INC. By:/s/Richard Clarke_______________ Richard Clarke Vice President & Secretary MEZZANINE INVESTMENT LIMITED PARTNERSHIP - BDR By: 23rd Street Investments, Inc., as general partner By:/s/Richard Clarke______________ Richard Clarke Vice President & Secretary November 24, 1997 Cusip No. 2357774 10 6 9 -----END PRIVACY-ENHANCED MESSAGE-----