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Noel converts stock of Belding Heminway.

NEW YORK--The Noel Group, whose holdings include specialty fabrics, insurance, industrial hardware, sporting goods and snack food companies, reported that it converted half of its Belding Heminway preferred stock and accrued dividends into common stock early last month.

According to Belding Heminway officials, the Noel Group and other holders of the $40 million issue converted $19.7 million of the Belding preferred stock and a total of $3.3 million in accrued dividends into approximately 2.3 million shares of common stock at a conversion price of $10 per share.

In a separate action, the Belding board of directors and the Noel Group, the voting shareholder, authorized a change in the company's capital structure, increasing the total number of common shares from approximately 13.5 million to 20 million.

The Board also approved a change in the company's voting structure so that each outstanding share of common and preferred stock will each have one vote. In a related action, Noel will convert its Belding Series A Preferred Stock into Series B Preferred Stock after which Series B preferred will total 20,805,060 shares outstanding.

In an earlier report, the companies said that a total of 3,542,404 shares of Belding nonvoting Series A Common Stock, distributed in February to Noel shareholders at a ratio of 0.175434 shares of Belding for each Noel share owned, were unstapled to trade independently as common stock Dec. 15, when separate certificates were issued.

The Series A Common Stock and the 1,583,096 previously issued shares of Class B Common were automatically converted on the unstapling date into a single class of Belding Heminway Common Stock.

After the unstapling, a total of 7,428,532 million common shares of Belding were outstanding, including the 2.2 million shares Noel owned after converting its $18.8 million preferred holding and accrued dividends. Noel's remaining $19.3 million preferred stock is subject to a mandatory redemption schedule over five years starting next March.

Gregory H. Cheskin, president and chief executive of Belding, says, "The restructuring of Belding's balance sheet should permit the company to have greater financing flexibility, will reduce dividends and will provide additional capital, liquidity and debt capacity to pursue expansion opportunities."

Belding Heminway also reported 1994, third quarter net earnings of $905,000, or 6 cents per share, on net sales of $31 million, contrasted to a loss of $15.6 million, on net sales of $28 million for the corresponding period in 1993.

Net earnings for 1994 third quarter include the sales generated by Danfield Threads, a company acquired by Belding Heminway last June.

The gains for the third quarter brought net earnings for the first nine months of fiscal 1994 to $2.9 million, or 20 cents per share, on net sales of $89.7 million, contrasted to a $17.4 million loss, on net sales of $88.2 million for the first nine months of fiscal 1993.

The company reduced its selling, general and administrative expenses by $4.9 million, or 48 percent, from $10.2 million to $5.3 million during the third quarter.

For the first nine months of fiscal 1994, expenses were reduced by 35 percent, or $25 million, to $16.3 million.

Belding Heminway manufactures and markets industrial threads and such consumer sewing and craft products as buttons and cotton knit yarns. Belding Hausman, a division of Belding Heminway, produces decorative fabric.

In a related matter, Wick Wolfe, Belding Hausman's vice president of operations, reported that the company will no longer produce upholstery for the furniture industry.

"In 1994, we decided that the margins in upholstery were not good enough. So in terms of growth and expansion, we want to focus all of our energies into our core business, which is our drapery division."

According to Wolfe, the changes will not affect projected sales figures for 1995, which Wolfe did not disclose. "The word on the street is that Belding is expanding," he said.
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Title Annotation:The Noel Group
Author:Herrera, Camilla A.
Publication:HFN The Weekly Newspaper for the Home Furnishing Network
Date:Jan 2, 1995
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