Real Silk Investments Inc – ‘DEF 14C’ for 12/31/96

As of:  Thursday, 4/17/97   ·   For:  12/31/96   ·   Accession #:  82405-97-10   ·   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                 6±    22K 


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 Exhange Act Rule 0-11.  (Set forth the amount on which
    the filing fee is calcualted and state how it was determined).
          ____________________________________________________________________

4.  Proposed maximum aggregate value of transaction:              
          ____________________________________________________________________

5.  Total fee paid:                                               
          ____________$125.___________________________________________________

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 18, 1997  

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 at NBD Bank,   
N.A., 5th Floor Terrace  Room, Section C, One Indiana Square, Indianapolis,     
Indiana at 10:00 A.M., Eastern Standard Time, on Monday, May 12, 1997, 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.

    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 1997.              

      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 7,
1997 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 7, 1997, are        
entitled to notice of and to vote at the Annual Meeting.  This Information      
Statement is first being sent to the stockholders on April 18, 1997.            

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       129,722 (2)           78.8

$5 Par Value     First Chicago NBD Corp.                                        
Common             Chicago,  Illinois           59,227 (3)           36.0       

Note (1):  Some of the shares reported in footnotes 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   
disposiive power with respect to 47,489 and 6,905 shares, 
         respectively, according to a Schedule 13-G dated February 12, 1997.

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 52,039 shares, according to
a Schedule 13-G dated February 4, 1997.                   

The following table sets forth certain information as of April 7, 1997,   
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 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             52,722 (4)              32.0    
            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                     -                      -
Directors and Officers                          
            as a Group (11 in number)       54,210                  32.9

Note (4): The 52,722 shares reported by Daniel R. Efroymson includes 5,068      
      shares reported by Loralei M. Efroymson, and 6,905 shares reported
by Mary Ann Stein.  Of the 52,722 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 47,489
shares.                                                     

Directors and Executive Officers  

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

DANIEL R. EFROYMSON*, 55, 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).                                                   

LORALEI M. EFROYMSON*, 55, 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*, 80,  Director since 1969                                  
Retired, President of Falender Iron & Metal Corporation.          

NORMAN C. KLEIFGEN, JR., 60, 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. (1982 to 1994).               

TERRY W. BOWMASTER, 50, Director since 1993                                     
Senior Vice President for Finance and Administration, Butler      
    University (1992 to present); Vice President of Finance, University of
Hartford (1989 to 1991).                                          

MARY ANN STEIN*, 53, Director since 1994                                        
       President of Moriah Fund, Inc. (1989 to present); Partner, SEE Investors.

SAMUEL L. ODLE, 47,  Director since 1995                                        
Senior Vice President/Chief Operating Officer - Methodist/IU/Riley
Hospitals (l996 to Present);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).                                              

*Daniel R. Efroymson, Loralei M. Efroymson, and Mary Ann Stein are              
"interested persons" because they are 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.                                                                      

The Board of Directors of the Company held three regularly scheduled      
meetings during 1996.  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 that Mary Ann Stein and Samuel L.     
Odle each 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    
Position              Compensation      Retirement   Annual        Compensation 
                     from Company      Benefits     Benefits      From Company
(5)               Accrued as    (7) 
       Part of
    Fund
        Expenses
   (6)
Herbert D. Falender                                                             
Director               $1,900           N/A              N/A            $1,900  

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

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

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

Samuel L. Odle                                                                  
Director                $1,600          N/A              N/A            $1,600  

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

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

All Directors and                                                               
Executive Officers                                                              
(11 Persons)          $111,193         $5,115         See Note 7      $116,308  

Note (5): No officer of 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 $5,115 was paid to the Trustee of the Plan for
       the calendar year 1996, on behalf of all officers.  That sum is not
included in the Aggregate Remuneration of all Directors and 
Officers but is included in Total Compensation From Company.
 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.             

Independent Auditors  

KPMG Peat Marwick LLP ("Peat Marwick"), were the Independent Auditors of  
the Company beginning with the year 1995 and are 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 1998 Annual Meeting of       
Stockholders must be received by the Company at its principal office on or      
before December 31, 1997, 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
		12/31/97		ARS,  DEF 14C,  NSAR-B
		5/12/97
		4/18/97
Filed on:		4/17/97
		4/7/97
		2/12/97		SC 13G
		2/4/97
For Period End:		12/31/96		ARS,  NSAR-B
				List all Filings