J. S. Standish
Company, c/o Albany International Corp., 216 Airport Drive, Rochester, NH 03867 (603) 330-5850
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_] .
Schedule 13D
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Forms
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7060
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CUSIP No. 012 348 108
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13D
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. S. Standish Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
[X]
(b)
[_]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
3,232,644
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,232,644
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,232,644
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.07%
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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Schedule 13D
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Forms
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7060
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CUSIP No. 012 348 108
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13D
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John C. Standish
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
[X]
(b)
[_]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
701
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8
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SHARED VOTING POWER
3,232,644
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9
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SOLE DISPOSITIVE POWER
701
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10
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SHARED DISPOSITIVE POWER
3,232,644
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,233,345
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.07%
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Schedule 13D
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Forms
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7060
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CUSIP No. 012 348 108
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13D
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christine L. Standish
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
[X]
(b)
[_]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR
2(e)
[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
7,047
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8
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SHARED VOTING POWER
3,232,644
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9
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SOLE DISPOSITIVE POWER
7,047
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10
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SHARED DISPOSITIVE POWER
3,232,644
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,239,691
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.09%
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Schedule 13D
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Forms
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7060
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CUSIP No. 012 348 108
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13D
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Standish Family Holdings,
LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a)
[X]
(b)
[_]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[_]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,363,527
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,363,527
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,363,527
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[_]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.57%
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1.
Security and Issuer
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The title of the class of securities to which
this statement relates is the Class A Common Stock, $.001 par value per share (“Class A Common Stock”), of Albany International
Corp., a Delaware corporation (“the Company”). The address of the principal executive office is 216 Airport Drive,
Rochester, NH 03867.
This Amendment No. 12 is being filed to primarily
to reflect the passing of J. Spencer Standish on September 22, 2016. As reported in earlier amendments, all of the shares of Class
A Common Stock previously reported as beneficially owned by J. Spencer Standish were also reported as beneficially owned by each
of the other reporting persons. As a result, the death of Mr. Standish had no impact on the reported beneficial ownership of the
remaining reporting persons.
ITEM 2.
Identity and Background
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(a), (b) This statement is being filed by the
J. S. Standish Company, Christine L. Standish, John C. Standish and Standish Family Holdings, LLC. The address of the J. S. Standish
Company is 120 W. Tupper Street, Buffalo, New York 14201. The address of Christine L. Standish is c/o Standish Family Holdings,
LLC, 120 W. Tupper Street, Buffalo, New York 14201. The address of John C. Standish is c/o Standish Family Holdings, LLC, 120 W.
Tupper Street, Buffalo, New York 14201. The address of Standish Family Holdings, LLC is 120 W. Tupper Street, Buffalo, New York
14201. The J. S. Standish Company is a corporation, the current directors and/or executive officers of which are John C. Standish,
Christine L, Standish, Thomas R. Beecher, Jr. and Lee C. Wortham. Standish Family Holdings, LLC is a limited liability company,
and the J. S. Standish Company, as manager, has sole voting and investment control over the shares reported on this statement as
being held by Standish Family Holdings, LLC.
As a temporary co-nominee with John C. Standish
under irrevocable proxies granted by family trusts that own all of the shares of the J. S. Standish Company, William M. Doyle shares
joint investment and voting control over the shares of the J. S. Standish Company with John C. Standish. Pursuant to the terms
of such proxies, Mr. Doyle’s status as nominee will immediately cease upon the occurrence of certain events recited in such
proxies, upon which Christine L. Standish shall become nominee.
The address of Thomas R. Beecher, Jr. and Lee
C. Wortham is Barrantys LLC, 120 West Tupper Street, Buffalo, NY 14201. The address of William M. Doyle is Winston & Strawn
LLP, 35 W. Wacker Drive, Chicago, IL 60601-9703.
(c) The principal business of each of J.S.
Standish Company and Standish Family Holdings, LLC is investments. John C. Standish’s principal occupation is President of
J. S. Standish Co. He also serves as a Director of the Company. Christine L. Standish’s present principal occupation is Chairman
and CEO of J. S. Standish Co. She is also a Director of the Company. Thomas R. Beecher’s principal occupation is Chairman
of Barrantys LLC, which provides wealth advisory services to individuals and families. Lee C. Wortham’s principal occupation
is chief operating officer in Barrantys LLC. William Doyle is a partner in the law firm of Winston and Strawn, where he chairs
the trusts and estates practice.
(d), (e) During the last five years none of
J. S. Standish Company, John C. Standish, Christine L. Standish, Standish Family Holdings, ,Thomas R. Beecher, Jr., Lee C. Wortham
or William M. Doyle has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of John C. Standish, Christine L.
Standish, Thomas R. Beecher, Jr., Lee C. Wortham and William M. Doyle is a citizen of the United States of America.
ITEM 3.
Source and Amount of Funds or Other Consideration
.
All of the 3,232,644 shares of Class A Common
Stock beneficially owned by J.S. Standish Company are issuable upon conversion of an equal number of shares of Class B Common Stock.
2,363,527 such shares are held by Standish Family Holdings, LLC as described below, and the remainder are held directly by J.S.
Standish Company. Of the shares of Class B Common Stock held directly by J.S. Standish Company (a) 868,013 shares have been beneficially
owned since issuance in 1987 in exchange for shares of the predecessor of the Company. (J.S. Standish Company beneficially held
such shares of the predecessor for several years prior to such exchange) or received as dividends on such shares, (b) 104 shares
were acquired by purchase from a former employee of the Company in 2009, and (c) 1,000 shares were acquired by purchase from John
C. Standish in August, 2012.
Of the 3,233,345 shares beneficially owned
by John C. Standish, (i) 11 shares are owned by his wife (Mr. Standish disclaims beneficial ownership of such shares), (ii) 100
shares issuable to him upon conversion of an equal number of shares of Class B Common Stock were acquired by gift from J. Spencer
Standish (or from trusts controlled by J. Spencer Standish), having been acquired by J. Spencer Standish or such trusts in 1987
in exchange for shares of a predecessor of the Company, (iii) 590 shares held in his account in the Company’s 401(k) retirement
savings and employee stock ownership plans were acquired as the result of Company matching and profit-sharing contributions pursuant
to the terms of such plans, and (iv) the remaining 3,232,644 shares are the same 3,232,644 shares reported as owned by the J.S.
Standish Company, and are described above.
Of the 3,239,691 shares beneficially owned
by Christine L. Standish, (i) 6,595 shares owned directly were acquired pursuant to the Company’s Directors Annual Retainer
Plan or as stock dividends on such shares, (ii) 100 shares issuable to her upon conversion of an equal number of shares of Class
B Common Stock were acquired by gift from J. Spencer Standish (or from trusts controlled by J. Spencer Standish), having been acquired
by J. Spencer Standish or such trusts in 1987 in exchange for shares of a predecessor of the Company, (iii) 352 shares held by
Ms. Standish (previously an employee of the Company) or her husband (an employee of the Company) in their respective accounts in
the Company’s 401(k) retirement savings and employee stock ownership plans were acquired as the result of Company matching
and profit-sharing contributions pursuant to the terms of such plans, and (iv) the remaining 3,232,644 shares are the same 3,232,644
shares reported as owned by the J.S. Standish Company, and are described above.
All of the 2,363,527 shares reported as owned
by Standish Family Holdings, LLC were acquired in 2015 from J. Spencer Standish or members of his family, or trusts created
by and/or for the benefit of Mr. Standish or members of his family, in exchange for proportionate interests in Standish Family
Holdings, LLC. Such shares had previously been held by such holders since their issuance in 1987 in exchange for shares of the
predecessor of the Company, or acquired in the form of stock dividends on such shares.
Thomas R. Beecher, Jr., owns 1,500 shares of
the Company’s Class A Common Stock, all of which were acquired either with his own funds, or from the Company as director
retainer shares (Mr. Beecher previously served as a Director of the Company) or as stock dividends.
ITEM 4.
Purpose of Transaction
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None of the reporting persons has any current
plan or intention to convert any shares of Class B Common Stock into shares of Class A Common Stock. In electing directors of the
Company, the Class B Common Stock is entitled to ten votes per share while the Class A Common Stock is entitled to one vote per
share. The reporting persons, as a group, currently hold voting control of the Company.
None of the reporting persons has any current
plan or proposal which relates to or would result in:
(a) The acquisition by any person
of additional securities of the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Company or of any of its subsidiaries;
(d) Any change in the present board of directors
or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company
to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
ITEM 5.
Interest in Securities of the Issuer
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(a) (1) The J. S. Standish Company beneficially
owns 3,232,644 shares of Class A Common Stock (10.07% of the Class A Common Stock outstanding) issuable upon conversion of an equal
number of shares of Class B Common Stock of the Company (“Class B Common Stock”). Of such shares, (a) 869,117 are held
directly by J. S. Standish Company, and (b) the remaining 2,363,527 such shares are held by Standish Family Holdings, LLC. The
J.S. Standish Company, as manager, has sole voting and investment control over the shares of Class B Common Stock held by Standish
Family Holdings, LLC.
(2) John C. Standish beneficially owns 3,233,345
shares of Class A Common Stock (10.07% of the Class A Common Stock outstanding) of which (i) 11 shares are owned by his spouse
(Mr. Standish disclaims beneficial ownership of such shares), (ii) 100 shares are issuable to him upon conversion of an equal number
of shares of Class B Common Stock, (iii) 590 shares are held in his account in the Company’s 401(k) retirement savings and
employee stock ownership plans, and (iv) the remaining 3,232,644 shares are issuable upon conversion of the shares of Class B Common
Stock also reported herein as owned by J. S. Standish Company.
(3) Christine L. Standish beneficially owns
3,239,691 shares of Class A Common Stock (10.09% of the Class A Common Stock outstanding) of which (i) 6,595 shares are owned directly,
(ii) 100 shares are issuable to her upon conversion of an equal number of shares of Class B Common Stock, (iii) 352 shares are
held by Ms. Standish (previously an employee of the Company) or her husband (previously an employee of the Company), in their respective
accounts in the Company’s 401(k) retirement savings and employee stock ownership plans and (iv) the remaining 3,232,644 shares
are issuable upon conversion of the shares of Class B Common Stock also reported herein as owned by J.S. Standish Company.
(4) Standish Family Holdings, LLC beneficially
owns 2,363,527 shares of Class A Common Stock (7.57% of the Class A Common Stock outstanding) issuable upon conversion of an equal
number of shares of Class B Common Stock. The J.S. Standish Company, as manager, has sole voting and investment control over the
shares of Class B Common Stock held by Standish Family Holdings, LLC.
(5) Thomas R. Beecher, Jr., owns 1,500 shares
of the Company’s Class A Common Stock.
(b) Each of the persons named in clause (a)
of this Item 5 has sole voting and dispositive power with respect to the shares of Class A Common Stock reported as beneficially
owned by such person, except as described above.
(c) - (e) Not applicable.
ITEM 6.
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Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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None.
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ITEM 7.
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Material to be Filed as Exhibits
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1. Joint Filing Agreement.
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SIGNATURES
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.
January 27,
2017
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January 27,
2017
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Date
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Date
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/s/
John C. Standish
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/s/
Christine L. Standish
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John C. Standish
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Christine L. Standish
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J. S. STANDISH
COMPANY
Date:
January 27, 2017
By
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/
s/
Christine L. Standish
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Christine L. Standish
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CEO
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STANDISH
FAMILY HOLDINGS, LLC
Date:
January 27, 2017
By
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/s/
Christine L. Standish
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Christine L. Standish
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CEO – J. S. Standish Co.
Manager
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