Real Silk Investments Inc – ‘DEF 14C’ for 12/31/97

As of:  Monday, 4/20/98   ·   For:  12/31/97   ·   Accession #:  82405-98-20   ·   File #:  811-01788

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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±    27K 


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 Residtrant As Specitifed 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:                                                   
    ________________________________________________________________

_  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 ANNUAL MEETING  

April 17, 1998  

To The Stockholders of Real Silk Investments, Incorporated:                     

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of 
Real Silk Investments, Incorporated (the "Company") will be held on the 35th    
Floor of NBD Bank, N.A., One Indiana Square, Indianapolis, Indiana at           
10:00 A.M., Eastern Standard Time, on Monday, May 11, 1998, for the following   
purposes:                                                                       

   1.   To elect a Board of seven Directors to serve during the ensuing year
   and until their successors shall be duly elected and qualified.
       Under the circumstances outlined in the Information Statement, this
could be eight Directors.                                   

2.   To ratify or reject the selection, by a majority of those members
      of the Board of Directors who were not "interested persons" of the
       Company, of KPMG Peat Marwick LLP, to serve as independent auditors
of the Company for the year 1998.                           

  3.   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 April 6, 1998
are entitled to notice of and to vote at the Annual Meeting.                    

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 April 6, 1998, are    
entitled to notice of and to vote at the Annual Meeting. This Information       
Statement is first being sent to the stockholders on or about April 17, 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 footnot es 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 Moriah  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, 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, Nominee           1,440                .9
Directors and Executive Officers                  
         as a Group (8 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 By-laws of the Company presently provide for a Board of Directors
composed of seven (7) members.  The President of the Company intends to call    
a special meeting of the Board of Directors to consider amending the By-laws    
to provide for an eight (8) member Board.  If the Board of Directors amends     
the By-laws to increase the size of the Board, a vacancy on the Board will be   
created.  In that event, it is management's intention to nominate Gideon J.     
Stein to be elected as a member of the Board of Directors at the annual meeting 
of shareholders.  If the Board of Directors does not vote to amend the By-laws, 
no vacancy on the Board of Directors will be created, management will not       
nominate Mr. Stein to be elected to the Board of Directors and only the         
present Directors will be nominated by management.  Pertinent information       
relating to Mr. Stein is specified below.                                       

Directors to be elected for the ensuing year and until their  
successors shall be duly elected and qualified:                                 

DANIEL R. EFROYMSON*, 56, Director since 1983                                   
     President and Treasurer of C ompany (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, Nominee a/                                                
      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).               

a/        Unless the By-laws of the Company are amended to increase the Board   
      of Directors to eight (8) members, Mr. Stein will not be nominated
to be elected as a member of the Board of Directors.        

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         Total    
                    Compensation   Retirement     Annual Benefits   Compensation
                   from Company     Benefits           Upon       From Company
        (5)           Accrued       Retirement (7)
   as Part of Fund
    Expenses (6)

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

Norman Kelifgen, 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    
Director                                                                        

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

Daniel R. Efroymson (8)  N/A                         See Note 7                 
President 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    
Executive 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.             

Recent Developments 

 On March 20, 1998, the Board of Directors of the Company issued a press
release to announce its intention to explore options for the future of the      
Company.  These options, among others, include continuing as is, merging with   
another investment company or liquidating the Company.  This decision is        
precipitated by the anticipated termination of potential liability under the    
"built-in gains tax" at the end of the current year and health problems of      
the president of the Company.                                                   

The built-in gains tax is a tax on the gains in the portfolio of the    
Company as of the date of its conversion to a regulated investment company,     
which are realized during a ten-year period commencing with the conversion.     
In the case of the Company, this period commenced January 1, 1989 and ends      
January 1, 1999.                                                                

Independent Auditors  

KPMG Peat Marwick LLP ("Peat Marwick"), was the Independent Auditor of  
the Company beginning with the year 1995 and is being recommended to the        
stockholders for ratification for the current year.                             

Representatives of the Independent Auditors are expected to attend the  
Annual Meeting of Stockholders with the opportunity to make a statement if      
they desire to do so and are expected to be available to respond to             
appropriate questions by the stockholders.                                      

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
		1/1/99
		12/31/98		ARS,  NSAR-B
		5/11/98
Filed on:		4/20/98
		4/17/98
		4/6/98
		3/20/98		N-30B-2
		2/4/98		SC 13G
		2/3/98
For Period End:		12/31/97		ARS,  NSAR-B
				List all Filings