Real Silk Investments Inc – ‘DEF 14C’ for 6/30/98

As of:  Tuesday, 6/9/98   ·   For:  6/30/98   ·   Accession #:  82405-98-25   ·   File #:  811-01788   ·   Correction:  This Filing was Corrected by the SEC on 9/2/98. ®

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Information Statement                 8±    26K 


SCHEDULE 14C  
Information Required in Information Statement 

Reg. 240.14c-101.                                                               

SCHEDULE 14C INFORMATION  
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act  
of 1934 (Amendment No.)                                                         

Check the appropriate box:                                                    

_  Preliminary Information Statement                                  
_  Confidential, for Use of the Commission Only (as permitted by Rule 
14c-5(d)(2))                                                
X  Definitive Information Statement                                   

________Real Silk Investments, Incorporated _______________ 
(Name of Registrant As Specified In Charter)  

Payment of Filing Fee (Check the appropriate box):                              

x  $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).           
  _  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1.  Title of each class of securities to which transaction applies:   

  ________________________________________________________________

2.  Aggregate number of securities to which transaction applies:      

  ________________________________________________________________

3.  Per unit price or other underlying value of transaction computed  
    pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined.)

  ________________________________________________________________

4.  Proposed maximum aggregate value of transaction:                  

  ________________________________________________________________

5.  Total fee paid:                                                   

   ______$125.00____________________________________________________

X  Fee paid previously with preliminary materials.                    
_  Check box if any part of the fee is offset as provided by Exchange 
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously.  Identify the previous filing by       
     registration statement number or the Form or Schedule and the date of
its filing.                                                     

1.  Amount Previously Paid:                                           

________________________________________________________________

2.  Form, Schedule or Registration Statement No.:                     

________________________________________________________________

3.  Filing Party:                                                     

________________________________________________________________

4.  Date Filed:                                                       

________________________________________________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

June 8, 1998  

To The Stockholders of Real Silk Investments, Incorporated:                     

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of  
Real Silk Investments, Incorporated (the "Company") will be held on the         
5th Floor of NBD Bank, N.A., One Indiana Square, Indianapolis, Indiana at       
10:00 A.M., Eastern Standard Time, on Tuesday, June 30, 1998, for the           
following purposes:                                                             

         1. To elect four Directors nominated by the Board of Directors to
     fill vacancies created on the Board under circumstances
          specified in the Information Statement.  The four Directors,
     if elected, will serve until the next Annual Meeting of
          Shareholders and until their successors are duly elected and
qualified.                                        

       2. To take action upon such other business as may properly come
before this meeting or any adjournment thereof.   

Only Common Stockholders of record at the close of business May 15, 1998
are entitled to notice of and to vote at the Special Meeting of Shareholders.   

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.                                                                          

By order of the Board of Directors.                     

                     ___________________________
         Lorretta A. Cox
   Secretary

INFORMATION STATEMENT 

REAL SILK INVESTMENTS, INCORPORATED 

Principal Executive Office of Real Silk Investments, Inc. (the "Company"):      

Real Silk Investments, Incorporated 
445 N. Pennsylvania St., Suite 500  
Indianapolis, Indiana 46204 

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 

Voting Securities and Principal Holders Thereof 

There are issued and outstanding 164,683 shares of $5 Par Value Common  
Stock, the only class of voting securities of the Company.                      

Stockholders of record at the close of business May 15, 1998, are       
entitled to notice of and to vote at the Special Meeting. This Information      
Statement is first being sent to the stockholders on or about June 8, 1998.     

 The following table sets forth certain information with regard to persons
known to the management of the Company to have beneficial ownership of more     
than 5% of Real Silk Investments, Incorporated, outstanding stock:              

              Name and Address              Amount and Nature      Percent
Title of         of Beneficial                 of Beneficial            of      
Class            Owner                         Ownership              Class (1) 

$5 Par Value     A Group Composed of:                                           
Common             Daniel R. Efroymson,                                         
Mary Ann Stein,                           
Moriah Fund, Inc.                         
445 N. Pennsylvania St.                   
               Indianapolis, Indiana           130,581(2)           79.3

$5 Par Value     First Chicago NBD Corp.                                        
Common             Chicago,  Illinois               60,086(3)           36.5    

Note (1):  Some of the shares reported in foot notes 2 and 3 are held in        
     accounts of which more than one reporting person has beneficial
    ownership.  These shares are reported as beneficially owned by
        each such reporting person under the "shared" categories resulting
    in the total shares reported in those categories exceeding the
actual number of shares involved.                         

Note (2):  Management is advised that Mor iah Fund, Inc. and Daniel R.          
       Efroymson exercise sole dispositive and voting power with respect
  to 77,000 and 5,233 shares, respectively, and that Daniel R.
Efroymson and Mary Ann Stein exercise shared voting and   
dispositive power with respect to 48,348 and 6,905 shares,
        respectively, according to a Schedule 13-G dated February 3, 1998.

Note (3):  Management is advised that First Chicago NBD Corp. exercises sole    
      voting and dispositive power over 7,188 shares and shared voting
       and dispositive power with respect to 52,898 shares, according to
a Schedule 13-G dated February 4, 1998.                   

The following table sets forth certain information as of April 6, 1998, 
with respect to the beneficial ownership of the outstanding common stock of     
Real Silk Investments, Incorporated, by persons named therein who are           
directors who will continue in office as well as the four newly nominated       
directors, and by all Directors and Executive Officers as a group as reported   
by each person.                                                                 

                                                                       Percent
Title of         Name of                   Amount and Nature               of   
Class            Beneficial Owner          of Beneficial Ownership       Class  
$5 Par Value                                                                    
Common Stock     Daniel R. Efroymson           53,581 (4)                 32.5  
               Loralei M. Efroymson           5,068                      3.l
               Herbert D. Falender            l,488                       .9
               Mary Ann Stein                 6,905                      4.2
              Norman C. Kleifgen, Jr.          -                         -
              Terry W. Bowmaster               -                         -
              Samuel L. Odle                   -                         -
               Jeremy D. Efroymson            1,715                      1.0
               Gideon J. Stein                1,440                       .9
              Robert L. Beal, Nominee          -                         -
              William A. Carter, Nominee       -                         -
              Peter Z. Grossman, Ph.D., Nominee -                        -
              Eli J. Segal, Nominee             -                        -
Directors and Executive Officers              
                 as a Group (13 in number)    55,069                    33.4

Note (4): The 53,581 shares reported by Daniel R. Efroymson includes 5,068      
     shares reported by Loralei M. Efroymson, 6,905 shares reported by
    Mary Ann Stein, 1,715 shares reported by Jeremy D. Efroymson and
   1,440 shares reported by Gideon J. Stein.  Of the 53,581 shares
      reported, Daniel R. Efroymson has sole voting and investment power
       with respect to 5,233 shares and shared voting and investment power
with respect to 48,348 shares.                              

Directors and Executive Officers  

The present Board of Directors determined it is in the best interest of 
the Company to broaden the experience and depth of the members of the Board.    
To accomplish that goal, the current Board has amended the By-Laws to create    
a Board of Directors consisting of twelve members, thereby creating four        
vacancies.  The Board of Directors also selected the following four directors   
to fill the newly created vacancies, subject to shareholder approval in         
accordance with the By-Laws of the Company.  Directors to be elected to fill    
the vacancies created by the Board are anticipated to serve until the 1999      
Annual Meeting of Shareholders and until their successors are duly elected and  
qualified.  The newly nominated directors are:                                  

ROBERT L. BEAL, 56, Nominee                                                     
     Partner, The Beal Companies, LLP, a real estate developer and
appraiser (1976 to present).                            

WILLIAM A. CARTER, 66, Nominee                                                  
     Self-employed business consultant (1991 to present); Retired,
Partner of Ernst & Young.                               

PETER Z. GROSSMAN, Ph.D., 49, Nominee                                           
      Clarence Efroymson Chair and Associate Professor of Economics,
         Butler University (1994 to present); Visiting Assistant Professor
         of Economics, Washington University, St. Louis, Missouri (1993 to
1994).                                                  

ELI J. SEGAL, 55, Nominee                                                       
  President and Chief Executive Officer, The Welfare to Work
   Partnership (1997 to present); Director of Federal National
     Mortgage Association; Director of Tower Air; Assistant to the
         President of the United States (1993 to 1996); Director and Chief
           Executive Officer, Corporation for National Service (1993 to 1995);
        Chief Financial Officer of Presidential Transition (1992); Chief
of Staff, Clinton for President (1992); President, B & P
      Publishing Co., (1991 to 1993); President, Bits & Pieces, Inc.
(1984 to 1993).                                         

Directors continuing in office and whose term expires at the 1999 Annual
Meeting of Shareholders:                                                        

DANIEL R. EFROYMSON*, 56, Director since 1983                                   
        President and Treasurer of Company (1989 to present); First Vice
        President of Moriah Fund, Inc. (1993 to present); Vice President
       of Moriah Fund, Inc. (1986 to 1993); Secretary and Treasurer of
  Moriah Fund, Inc. (1985 to present); Managing Partner, SEE
         Investors; Director of Lincoln National Corporation; and Director
       of NBD Bank, N.A. Indiana and its predecessor, Indiana National
Bank (1985 to 1998).                                    

LORALEI M. EFROYMSON*, 56, Director since 1989                                  
Vice President of Company (1989 to present); Second Vice
        President of Moriah Fund, Inc. (1993 to present); Assistant Vice
   President of Moriah Fund, Inc. (1989 to 1993); Partner, SEE
Investors.                                              

HERBERT D. FALENDER*, 81,  Director since 1969                                  
Retired, President of Falender Iron & Metal Corporation.

NORMAN C. KLEIFGEN, JR., 61, Director since 1987                                
     First Vice President, NBD Bank, N.A. (1994 to present); First
        Vice President and Trust Officer of  NBD Bank, N.A. (1994); Vice
President and Trust Officer of NBD Bank, N.A. and its   
predecessor, Indiana National Bank (1982 to 1994).      

TERRY W. BOWMASTER, 51, Director since 1993                                     
   Independent investor (1997 to present); Managing Associate,
 Oxford Financial Advisors Corporation (1997); Senior Vice
         President for Finance and Administration, Butler University (1992
to 1997).                                               

MARY ANN STEIN*, 54, Director since 1994                                        
      President of Moriah Fund, Inc. (1989 to present); Partner, SEE
Investors.                                              

SAMUEL L. ODLE, 48,  Director since 1995                                        
    Chief Operating Officer - Clinical Services - Clarian Health
     Partners, Inc. (1997 to present); Senior Vice President/Chief
        Operating Officer - Methodist/IU/Riley Hospitals (l996 to 1997);
       Chief Operating Officer - Clinical Services, Methodist Hospital
        of Indiana, Inc. (1994 to 1996); Senior Vice President, Hospital
       Operations, Methodist Hospital of Indiana, Inc. (1986 to 1994).

GIDEON J. STEIN*, 26, Director since 1998                                       
Partner, Monkey Rock Interactive, LLC (1997 to present);
        Executive Vice President, Movie Magazine, LLC (1997 to present);
      Partner, I.F. Holdings, LLC (1997 to present); Chief Executive
 Officer and Partner, Axxis Magazine, Inc. (1994 to 1997).

The following are Executive Officers of the Company:                            

DANIEL R. EFROYMSON*, President, Treasurer, and Director                        

LORALEI M. EFROYMSON*, Vice President and Director                              

JEREMY D. EFROYMSON*, 29, Vice President of Company (1997 to present);          
     Attorney, Arthur and Efroymson, Attorneys at Law (1997 to present);
   President and Secretary, Blue Diamond Computers, Inc. (1997); Law
    Clerk, Ortiz and Associates (1996); Law Clerk, William A. Karnezis
        and Associates (1994 to 1995); Associate, Prudential Insurance (1995).

*      Daniel R. Efroymson, Loralei M. Efroymson, Mary Ann Stein, Gideon J.     
  Stein, and Jeremy D. Efroymson are "interested persons" because they
    are officers or family members of officers of, and Daniel R. Efroymson
and Mary Ann Stein are also directors of, Moriah Fund, Inc., which
holds more than 5% of the outstanding shares of the Company.      

  Loralei M. Efroymson is the spouse of Daniel R. Efroymson.  Mary Ann
 Stein is the sister of Daniel R. Efroymson.  Herbert D. Falender is
   the uncle of Daniel R. Efroymson and Mary Ann Stein.  Gideon J. Stein
 is the son of Mary Ann Stein, the nephew of Daniel R. Efroymson and
  Loralei M. Efroymson, and the cousin of Jeremy D. Efroymson.  Jeremy
D. Efroymson is the son of Daniel R. Efroymson and Loralei M.     
  Efroymson, the nephew of Mary Ann Stein, and the cousin of Gideon J.
Stein.                                                            

The Board of Directors of the Company held three regularly scheduled      
meetings during 1997.  The Board does not have a standing audit, nominating     
or compensation committee.  All directors attended in excess of 75% of the      
total number of meetings of the Board of Directors of the Company held during   
the time he or she was a director, except Mary Ann Stein who attended two of    
the three meetings held.  All directors who are not employees of the Company are
paid an annual retainer of $1,000, payable in quarterly installments of $250,   
and an attendance fee of $300 for each Board of Directors meeting attended.     

Executive Compensation  

Name of Person        Aggregate    Pension or         Estimated                 
               Compensation   Retirement      Annual Benefits    Total
                    from Company   Benefits             Upon       Compsensation
                        (5)        Accrued         Retirement (7)   From Company
   as Part of Fund
Expenses (6)

Herbert D. Falender      $1,900        N/A                N/A            $1,900 
Director                                                                        

Norman C. Kleifgen, Jr.  $1,900        N/A                N/A            $1,900 
Director                                                                        

Terry W. Bowmaster       $1,900        N/A                N/A            $1,900 
Director                                                                        

Mary Ann Stein           $1,600        N/A                N/A            $1,600 
Diretor                                                                         

Samuel L. Odle           $1,900        N/A                N/A            $1,900 
Director                                                                        

Daniel R. Efroymson (8)     N/A                        See Note 7               
President, Treasurer and Director                                               

Loralei M. Efroymson (8)    N/A                        See Note 7               
Vice President and Director                                                     

Jeremy D. Efroymson         N/A                        See Note 7               
Vice President                                                                  

All Directors and      $77,084        $3,250           See Note 7       $80,334 
Officers  (8 persons)                                                           

Note (5):   No officer of the Company receives compensation in excess of        
  $60,000 per year and officer compensation is therefore not
separately disclosed.                                   

Note (6):   Pursuant to the Company's Defined Contribution Retirement Plan,     
        an aggregate total of $3,250 was paid to the Trustee of the Plan
        for the calendar year 1997, on behalf of all Executive Officers.
   That sum is not included in the Aggregate Compensation from
     Company column but is included in the Total Compensation From
Company column for all Directors and Executive Officers.
     Directors who are not officers are not eligible for the Plan.

Note (7):   As a Defined Contribution Plan, estimated annual benefits are not   
readily calculable.                                     

Note (8):   Director of Company who is also an officer and therefore does not   
receive compensation in capacity of a director.         

Voting Procedures 

 An affirmative vote of a majority of the shares present at the meeting is
required for approval of matters presented.  Each eligible share is entitled    
to one vote.                                                                    

     Submission of Stockholder Proposals

Stockholder proposals to be presented at the 1999 Annual Meeting of     
Stockholders must be received by the Company at its principal office on or      
before December 31, 1998, to be considered for inclusion in the Company's       
Information Statement for that meeting.                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14C’ Filing		Date		Other Filings
		12/31/98		ARS,  NSAR-B
Corrected on:		9/2/98
For Period End:		6/30/98		N-30D,  NSAR-B,  PRES14A
Filed on:		6/9/98
		6/8/98
		5/15/98
		4/6/98
		2/4/98		SC 13G
		2/3/98
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