Gibor Sport Alpha Socks Ltd – ‘SC 13D’ on 5/25/00 re: Ridgeview Inc

On:  Thursday, 5/25/00   ·   Accession #:  950144-0-7266   ·   File #:  5-49945

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Ridgeview Inc/Gibor Sport Alpha Socks Ltd              8     29K 
 2: EX-99.1     Letter Agreement                                       1      7K 

SC 13D   —   Ridgeview Inc/Gibor Sport Alpha Socks Ltd
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) 

 RIDGEVIEW, INC.
----------------
(Name of Issuer)

Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)

 765905 10 4
--------------
(CUSIP Number)

 JOSEPH LEVY
 FINANCE MANAGER
GIBOR SPORT ALPHA SOCKS LTD.
GOLD HOUSE, 1 HAMELACHA STREET
 NEW INDUSTRIAL ZONE
KIRYAT NORDAU, NATANYA
42501 P.O.B. 8211 ISRAEL
 972-9-8851373

 WITH COPIES TO:
 J. NORFLEET PRUDEN, III
 KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
100 NORTH TRYON STREET, SUITE 4200
CHARLOTTE, NORTH CAROLINA 28202-4006
(704) 331-7442
 -------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

APRIL 24, 2000
------------------------------------
(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: [ ]                                                                        

 (Page 1 of 2 Pages)
(continued on following pages)

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                                                        [Enlarge/Download Table]

---------------------------------------                                                        ----------------------------------
                                                                   13D                                                           
        CUSIP No. 765905 10 4                                                                          Page 2 of 2 Pages         

---------------------------------------                                                        ----------------------------------
                                                                                                                                 

=================== =============================================================================================================
        1           NAME OF REPORTING PERSON                                                        Gibor Sport Alpha Socks Ltd. 
                    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)                                                   

=================== =============================================================================================================
        2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                    (a)[ ]  

                                                                                                                         (b)[ ]  
=================== =============================================================================================================
        3           SEC USE ONLY                                                                                                 

=================== =============================================================================================================
        4           SOURCE OF FUNDS*                                                                                         WC  

=================== =============================================================================================================
        5           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                                                              
                    REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                   [ ] 

=================== =============================================================================================================
        6           CITIZENSHIP OR PLACE OF ORGANIZATION                                                                         
                                                                                                                          Israel 

========================= ======== ==============================================================================================
                             7     SOLE VOTING POWER                                                                             
       NUMBER OF                                                                                                      1,500,000  
         SHARES           ======== ==============================================================================================
      BENEFICIALLY           8     SHARED VOTING POWER                                                                           
        OWNED BY                                                                                                              0  
          EACH            ======== ==============================================================================================
       REPORTING             9     SOLE DISPOSITIVE POWER                                                                        
         PERSON                                                                                                       1,500,000  
          WITH            ======== ==============================================================================================
                            10     SHARED DISPOSITIVE POWER                                                                      
                                                                                                                              0  
=================== =============================================================================================================
        11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                                 
                                                                                                                       1,500,000 
=================== =============================================================================================================
        12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                   [ ] 

=================== =============================================================================================================
       13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                           
                                                                                                                           33.3% 
=================== =============================================================================================================
        14          TYPE OF REPORTING PERSON*                                                                                    
                                                                                                                              CO 
=================== =============================================================================================================

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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ITEM 1.           SECURITY AND ISSUER.                                          

               This Statement relates to shares of Common Stock, par value
$.01 per share (the "Common Stock"), of Ridgeview, Inc., a North Carolina       
corporation (the "Company"). The address of the Company's principal executive   
office is 2101 North Main Avenue, Newton, North Carolina 28658.                 

ITEM 2.           IDENTITY AND BACKGROUND.                                      

This statement is being filed by Gibor Sport Alpha Socks Ltd. 
("Gibor"), a publicly traded Israeli corporation. Gibor's principal business is 
the design, manufacture and sale of sports and fashionable socks for men, women 
and children. Gibor's principal business address is Gold House, 1 Hamelacha     
Street, New Industrial Zone, Kiryat Nordau, Natanya, 42501 P.O.B. 8211 Israel.  
Gibor is controlled by Gibor Sport Holdings, 28 Betsalel, St. Ramat-Gan, Israel,
a publicly traded Israeli holding company with subsidiaries in the textiles,    
real estate and high technology businesses. Gibor Sport Holdings is controlled  
by Sagiel Investments, 28 Betsalel, St. Ramat-Gan, Israel, a publicly traded    
Israeli holding company with Gibor Sport Holdings and Naamen Porcelan, a cutlery
distributor, as its primary subsidiaries. Sagiel Investments is controlled by   
Sagiel Holdings, 28 Betsalel, St. Ramat-Gan, Israel, a privately held Israeli   
holding company whose sole asset is an interest in Sagiel Investments. Eitan    
Eldar, Roi George Gill and Yehuda Sayag each own a 1/3 interest in Sagiel       
Holdings. Messrs. Eldar, Gill and Sayag are the only directors and executive    
officers of Sagiel Holdings. Information about Messrs. Eldar, Gill and Sayag are
included in the tables below. The following table provides certain information  
about Gibor's directors:                                                        

                                                        [Enlarge/Download Table]

NAME             RESIDENTIAL ADDRESS            PRINCIPAL OCCUPATION                    CITIZENSHIP
----             -------------------            --------------------                    -----------
                                                                                                   

Moshe Alon       2 Levitan Street, Tel-Aviv,    Managing Director of Gibor              Israeli    
                 Israel                                                                            

Eitan Eldar      37 King David Street,          Managing Director of Gibor Sport        Israeli    
                 Herzliyya Pituah, Israel       Holdings                                           

Roi George Gil   26 Hamaapilim Street,          Managing Director of Gibor Sport        Israeli    
                 Herzliyya Pituah, Israel       Holdings                                           

Yehuda Sayag     1 Klahuzner Street, Herzliyya  Diamond Trader                          Israeli    
                 Pituah, Israel                                                                    

Shahar Brikman   3 Brazil Street, Tel-Aviv,     Chief Financial Officer of Gibor Sport  Israeli    
                 Israel                         Holdings                                           

Samuel Marfogal  Demon Way Street, Bet-Yizhaq,  Chief Financial Officer of Hacsharat    Israeli    
                 Israel                         Hyishuv, an Israeli holding company                
                                                with subsidiaries in the newspaper,                
                                                real estate and cable television                   
                                                businesses.                                        

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NAME            RESIDENTIAL ADDRESS           PRINCIPAL OCCUPATION  CITIZENSHIP
----            -------------------           --------------------  -----------
                                                                               

Natan Galperin  4/33 Elite Street, Herzliah,  Business Consultant   Israeli    
                Israel                                                         

Shiri Fridman   4 Avshalom Street, Tel-Aviv,  Attorney              Israeli    
                Israel                                                         

The following table provides certain information about Gibor's executive        
officers:                                                                       

                                                                [Download Table]


NAME            RESIDENTIAL ADDRESS           TITLE                    CITIZENSHIP
----            -------------------           -----                    -----------
                                                                                  

Moshe Alon      2 Levitan Street, Tel-Aviv,   Managing Director        Israeli    
                Israel                                                            

Joseph Levy     41 Mishmar Hayarden Street,   Chief Financial Officer  Israeli    
                Tel-Aviv, Israel                                                  

Gidean Doleve   101 Brener Street, Herzliah,  Marketing Manager        Israeli    
                Israel                                                            

Haled Hamshawy  Village Rammi, Israel         Plant Manager            Israeli    

Ezra Rashti     2 Rab Ashi Street, Tel-Aviv,  Internal Auditor         Israeli    
                Israel                                                            

During the past five years, neither Gibor nor any of its directors or executive 
officers, any person controlling Gibor or any executive officer or director of  
the person ultimately in control of Gibor has been convicted in a criminal      
proceeding or has been a party to any civil proceedings that resulted in a      
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, federal or state securities laws or a       
finding of any violation with respect to such laws.                             

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.            

       Gibor's working capital provided the funds for the loan made by Gibor
which provides for the conversion feature to the shares of Common Stock to which
this filing relates.                                                            

ITEM 4.           PURPOSE OF TRANSACTION.                                       

      On April 19, 2000, Gibor and the Company executed a letter agreement
(the "Letter"), a copy of which is attached hereto as Exhibit 1 and the terms of
which are incorporated into this Schedule 13D by reference thereto. In the      
Letter, Gibor proposed to acquire all of the outstanding shares of Common Stock 
for $1.00 per share in cash. In the Letter, Gibor proposed that the acquisition 
would be made by a merger of a subsidiary to be created by Gibor in the United  
States. The Letter stated that the acquisition was subject to the negotiation of
a mutually acceptable merger agreement and the approval of Gibor's and the      
Company's shareholders.                                                         

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        In the Letter, Gibor and the Company also agreed that Gibor would make
an unsecured loan in the amount of $1,000,000 to the Company to provide the     
Company with additional working capital. In the Letter, Gibor acknowledged that 
the loan would be subordinated to the Company's term and revolving indebtedness 
to certain U.S. banks and that the loan could not be repaid until the Company   
repaid such indebtedness. In the Letter, Gibor and the Company agreed that if   
the acquisition did not close within 90 days from the date the loan was made,   
Gibor would have the right to covert the loan into 1,500,000 shares of Common   
Stock. The loan was made on April 24, 2000. This Schedule 13D is being filed    
because Gibor may be deemed to be the beneficial owner of 1,500,000 shares of   
Common Stock on or before the exercise of the conversion feature.               

    Gibor's original purpose for making the loan was to provide needed
working capital to the Company pending the negotiation of a merger resulting in 
the acquisition by Gibor of all of the outstanding Common Stock. After signing  
the Letter and making the loan, Gibor conducted further investigations of the   
Company. Based upon such investigations, Gibor has determined not to pursue such
merger or an acquisition of all of the outstanding Common Stock. Gibor is still 
interested in obtaining a controlling interest in the Company, although Gibor is
now considering a direct equity investment rather than the acquisition of       
outstanding Common Stock. As of the date of this filing, no specific plans or   
proposals have been made as to the number or type of shares that may be         
purchased in such investment, the price to be paid for such investment or any of
the other terms of such investment. Gibor will also continue to look at other   
alternatives concerning a relationship between Gibor and the Company.           

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.                         

         (a) Gibor may be deemed to be the beneficial owner of
1,500,000 shares of Common Stock, which would represent, when issued,           
approximately 33.3% of the Company's outstanding Common Stock. The percentages  
calculated in this Item 5 are based upon 3,000,000 shares of Common Stock       
outstanding as of November 15, 1999 as reported on the Company's quarterly      
report on Form 10-Q for the fiscal quarter ended September 30, 1999 (the most   
recently available filing with the Securities and Exchange Commission by the    
issuer) and the 1,500,000 shares of Common Stock to be received by Gibor on     
conversion of the loan.                                                         

              (b) Gibor will have sole voting and dispositive power with
respect to all 1,500,000 shares of Common Stock that it may beneficially own    
upon conversion of the loan.                                                    

                (c) Other than as described in Item 4, neither Gibor nor any
of its directors or executive officers, any person controlling Gibor or any     
executive officer or director of the person ultimately in control of Gibor has  
effected any transaction in shares of Common Stock during the past 60 days.     

                 (d) No person other than Gibor will have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the  
sale of, the shares of Common Stock that will be issued upon a conversion of the
loan.                                                                           

(e) Not applicable.                         

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

              Except as set forth in Item 4, no contracts, arrangements,
understandings or relationships (legal or otherwise) exist among or between     
Gibor, any of its directors or executive officers, any person controlling Gibor 
or any executive officer or director of the person ultimately in control of     
Gibor and any other person with respect to any securities of the Company,       
including but not limited to transfer or voting of any such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of 
profits, division of profits or loss, or the giving or withholding of proxies.  

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.                             

1.       Letter agreement, dated April 19, 2000, executed by Gibor and the      
Company (filed herewith).                                     

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 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.                                                                        

            May 25, 2000

                            GIBOR SPORT ALPHA SOCKS LTD.

                  By: s/ Joseph Levy
                                          ------------------------------------
                         Joseph Levy
                              Finance Director

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 EXHIBIT INDEX

EXHIBIT                          DESCRIPTION                             PAGE   
-------                          -----------                             ----   

1      Letter agreement, dated April 19, 2000, executed by Gibor         9  
and the Company                                               

8 

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		5/25/00		7
		4/24/00		1		5
		4/19/00		4		8
		11/15/99		5					NT 10-Q
		9/30/99		5					10-Q,  NT 10-Q
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