SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-b(e)(2))
(x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
Tultex Corporation
(Name of Registrant as Specified In Its Charter)
Tultex Corporation
(Name of Person(s) Filing Proxy Statement If Other Than Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: *
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
(Set forth the amount on which the filing fee is calculated and state how
it was determined)
( ) Fee previously paid 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:
<PAGE>
Tultex Corporation
(TULTEX LOGO) P.O. Box 5191
Martinsville, VA
24115
540-632-2961
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Tultex
Corporation to be held on Tuesday, April 30, 1996 at 10:00 a.m. at our Customer
Service Center in Martinsville, Virginia. Your Board of Directors and management
look forward to greeting you personally and discussing the affairs of our
Company.
At this year's meeting, we are asking that you (1) elect a Board of Directors
(2) approve a 1996 Stock Incentive Plan (3) approve the 1996 Consolidated
Incentive Plan and (4) ratify the appointment of Price Waterhouse LLP as
auditors. In addition to this usual business, the officers will present their
reports and be available for questions from stockholders.
The two employee incentive programs presented for your approval are designed so
that their benefits are not realized by participants until and unless there is
significant improvement in the Company's financial results.
THE DIRECTORS BELIEVE THESE PROPOSALS ARE IN THE BEST INTEREST OF ALL OF THE
COMPANY'S STOCKHOLDERS AND UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR EACH OF THEM.
Please send in your proxy card as soon as possible. Thank you for your continued
interest and support.
Sincerely,
/s/ John M. Franck /s/ Charles W. Davies, Jr.
- --------------------- -------------------------------------
John M. Franck Charles W. Davies, Jr.
Chairman of the Board President and Chief Executive Officer
March 22, 1996
<PAGE>
Tultex Corporation
(TULTEX LOGO) P.O. Box 5191
Martinsville, VA
24115
540-632-2961
Notice of Annual Meeting of Stockholders
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Tultex
Corporation will be held at the Company's Customer Service Center, State Route
174, Martinsville, Virginia, on Tuesday, April 30, 1996 at 10:00 a.m. for the
following purposes:
1. To elect a Board of Directors, consisting of eight persons, to serve for the
ensuing year;
2. To approve the Tultex Corporation 1996 Stock Incentive Plan;
3. To approve the Tultex Corporation 1996 Consolidated Incentive Plan;
4. To ratify the Board of Directors' appointment of Price Waterhouse LLP,
independent accountants, as auditors for the Company for fiscal 1996; and
5. To transact such other business as may properly come before the meeting.
Your attention is directed to the accompanying proxy statement for further
information with respect to the matters to be acted upon at the meeting. Only
holders of Common Stock and Cumulative Convertible Preferred Stock, $7.50 Series
B, of record at the close of business on March 8, 1996, are entitled to notice
of and to vote on matters to be acted on at the Annual Meeting.
If you are present at the Annual Meeting, you may vote in person even though you
have previously delivered your proxy.
By Order of the Board of Directors
Kathy H. Rogers, Secretary
March 22, 1996
<PAGE>
Tultex Corporation
(TULTEX LOGO) P.O. Box 5191
Martinsville, VA
24115
540-632-2961
Proxy Statement dated and mailed MARCH 22, 1996
General
Proxies in the form enclosed are solicited by the Board of Directors for the
1996 Annual Meeting of Stockholders to be held at 10:00 a.m. on Tuesday, April
30, 1996 at the Company's Customer Service Center, State Route 174,
Martinsville, Virginia. Any stockholder giving a proxy may revoke it at any time
before it is voted by written notice to the Company, P. O. Box 5191,
Martinsville, Virginia 24115, Attention: Kathy H. Rogers, Corporate Secretary,
by the execution of a proxy with a later date, or by voting in person the shares
represented by the proxy.
The cost of solicitation of proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited personally or by telephone by
regular employees of the Company, but no special compensation will be paid to
any regular employees for personal solicitation of proxies. Banks, brokerage
houses and other institutions, nominees and fiduciaries will be requested to
forward the soliciting material to beneficial owners and to obtain authorization
for the execution of proxies. The Company will, upon request, reimburse such
parties for their reasonable expenses in forwarding proxy material to their
beneficial owners.
A majority of the votes entitled to be cast on matters to be considered at the
meeting constitutes a quorum. If a share is represented for any purpose at the
meeting, for quorum purposes it is present for all matters considered at the
meeting. Abstentions and shares held of record by a broker or its nominee
("Broker Shares") that are voted on any matter are included in determining the
number of votes present or represented at the meeting. Broker Shares that are
not voted on any matter at the meeting are not included in determining whether a
quorum is present. Directors are elected by a plurality of the votes cast by
holders of Common Stock and Series B Preferred Stock; the vote required on other
matters is disclosed under the caption for such matters. Votes that are withheld
and Broker Shares that are not voted (commonly referred to as "broker
non-votes") are not included in determining the number of votes cast in the
election of directors or on other matters.
Ownership of Equity Securities
On March 8, 1996, the date for determining stockholders entitled to notice of
and to vote at the Annual Meeting, there were outstanding and entitled to vote
29,824,371 shares of Common Stock and 150,000 shares of Cumulative Convertible
Preferred Stock, $7.50 Series B (the "Series B Preferred Stock"). The Common
Stock and the Series B Preferred Stock have one vote per share on all matters,
including those to be acted on at the Annual Meeting.
1
<PAGE>
The table below presents certain information as of the Record Date regarding
beneficial ownership of shares of Common Stock by all directors and nominees for
director, by the Chief Executive Officer and the four next most highly
compensated executive officers, by all directors and executive officers as a
group, and by owners of 5% or more of the Common Stock. The Series B Preferred
Stock is owned by Simon Trust Partnership No. 3 (25%), Herbert Simon Trust No. 3
(25%) and L. G. Sale Corporation, Inc., (50%), respectively.
<TABLE>
<CAPTION>
Sole Voting Aggregate
and Investment Percentage
Name Power (1) Other (2) Owned
<S> <C> <C> <C>
Charles W. Davies, Jr............................................. 132,261shs. 142shs. * %
Lathan M. Ewers, Jr............................................... 5,025 2,400 *
John M. Franck.................................................... 792,852 141,233 3.13
Irving M. Groves, Jr.............................................. 60,802 44,386 *
H. Richard Hunnicutt, Jr.......................................... 35,000 -- *
F. Kenneth Iverson................................................ 5,000 -- *
Bruce M. Jacobson (3)............................................. 3,500 -- *
B. Alvin Ratliff.................................................. 83,767 -- *
O. Randolph Rollins............................................... 63,842 570,925 2.13
Don P. Shook...................................................... 69,616 18,200 *
Richard M. Simmons, Jr............................................ 182,921 615 *
John J. Smith..................................................... 51,120 47 *
Executive officers and directors as a group (17 persons
including those named above).................................... 1,598,094 780,648 8.02
Piedmont Company, c/o Piedmont Trust Bank
P. O. Box 4751, Martinsville, Virginia.......................... 2,126,610(4) 7.13
Pioneering Management Corporation,
60 Main Street, Boston, Massachusetts........................... 1,918,000(5) 6.43
Sound Shore Management, Inc. 8 Sound Shore Drive
Greenwich, Connecticut.......................................... 1,772,600(6) -- 5.95
</TABLE>
* Less than 1%
(1) Includes shares that may be acquired by certain of the Company's officers
within 60 days under the Company's stock option plans.
(2) Includes shares (a) owned by or with certain relatives; (b) held in various
fiduciary capacities; and (c) held by certain corporations.
(3) Mr. Jacobson is the designee of Simon Trust Partnership No. 3, Herbert Simon
Trust No. 3, and L. G. Sale Corporation, Inc., which own 37,500 shares,
37,500 shares and 75,000 shares, respectively, of the Series B Preferred
Stock which are convertible into an aggregate of 1,496,260 shares (4.78%) of
Common Stock.
(4) As reported in Schedule 13G filed by Piedmont Company dated January 24,
1996.
(5) As reported in Schedule 13G filed by Pioneering Management Corporation,
January 26, 1996.
(6) As reported in Schedule 13G filed by Sound Shore Management, Inc. dated
December 31, 1993.
2
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Corporation's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, file with the
Securities and Exchange Commission initial reports of ownership and reports of
change in ownership of Common Stock and other equity securities of the Company.
The same persons are also required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms that they file.
Based solely on its review of the forms required by Section 16(a) of the
Securities Exchange Act of 1934 that have been received by the Company or
written representations from certain reporting persons that no annual statements
on Form 5 were required because of late filing, the Company believes that all
filing requirements applicable to its officers, directors and beneficial owners
of greater than 10% of its Common Stock have been complied with.
Election of Directors
Proxies will be voted for the election of eight nominees as directors to serve
until the 1997 Annual Meeting of Stockholders. The election of each nominee for
director requires the affirmative vote of the holders of a plurality of the
shares cast in the election of directors. Votes that are withheld and shares
held in street name that are not voted in the election of directors will not be
included in determining the number of votes cast. All of the nominees are
presently members of the Board. The Board of Directors has no reason to believe
that any of the nominees will be unavailable for service if elected, but if any
are unavailable, proxies will be voted for such substitute as the Board may
designate.
<TABLE>
<CAPTION>
Name Age Director Since
<S> <C> <C>
Charles W. Davies, Jr.............................................. 47 1990
Lathan M. Ewers, Jr................................................ 54 1993
John M. Franck..................................................... 43 1984
Irving M. Groves, Jr............................................... 67 1978
H. Richard Hunnicutt, Jr........................................... 57 1981
F. Kenneth Iverson................................................. 70 1995
Bruce M. Jacobson.................................................. 46 1992
Richard M. Simmons, Jr............................................. 69 1973
</TABLE>
Charles W. Davies, Jr. became President and Chief Executive Officer on January
1, 1995, after serving as President and Chief Operating Officer since January
1991, and prior thereto as Executive Vice President since December 1989.
Lathan M. Ewers, Jr. has been a partner since 1976 in the law firm of Hunton &
Williams, Richmond, Virginia, counsel to the Company.
John M. Franck was Vice President of the Company from 1984 until November 1988,
at which time he became President and Chief Operating Officer. Effective January
1, 1991, he became Chairman of the Board of Directors and Chief Executive
Officer. He retired as Chief Executive Officer on January 1, 1995, but continues
as Chairman.
3
<PAGE>
Irving M. Groves, Jr. retired as President, Chief Executive Officer and Chairman
of the Board of MainStreet BankGroup Incorporated (formerly Piedmont BankGroup),
the parent of Piedmont Trust Bank, Martinsville, Virginia in June 1994. Mr.
Groves was President of Piedmont Trust Bank, Martinsville, Virginia, from 1973
through December 1993, when he retired from that position. Mr. Groves is a
director of Hooker Furniture Corporation, Martinsville, Virginia, a furniture
manufacturing firm, and Multitrade Group, Inc., a
generator of steam energy.
H. Richard Hunnicutt, Jr. was Chairman and Chief Executive Officer of the
Company from November 1988 through December 1990 when he retired. He was
President and Chief Operating Officer from 1984 to 1988.
F. Kenneth Iverson was elected a director on January 26, 1995. He was Chairman
and Chief Executive Officer of Nucor, Inc., Charlotte, North Carolina, a steel
producer since 1984. He retired as Chief Executive Officer on January 1, 1996,
but continues as Chairman. Mr. Iverson is a director of Wachovia Corporation, a
bank holding company, and Wal-Mart Stores, Inc., a retail mass merchandiser.
Bruce M. Jacobson has been a partner in Katz, Sapper & Miller, Indianapolis,
Indiana, certified public accountants, since 1977. In connection with the
Company's acquisition of Logo 7, Inc. on January 31, 1992, and the issuance of
the Series B Preferred Stock, the Company agreed that so long as the previous
shareholders of Logo 7 and their affiliates hold at least 3% of the voting
securities of the Company (on a fully-diluted basis), to nominate a designee of
such shareholders for election to the Board. Mr. Jacobson is the designee.
Richard M. Simmons, Jr. is the retired Chairman of the Board of Virginia
Carolina Freight Lines, Inc., Martinsville, Virginia, a trucking firm. He served
as Chairman from 1987 until 1992. He was a consultant to American Furniture
Company from 1987 to 1988, and was its President from 1961 to 1987 and its
Chairman of the Board from 1974 to 1986. He is a director of MainStreet
BankGroup Incorporated (formerly Piedmont BankGroup) and DIMON, Inc. (formerly
Dibrell Brothers, Inc.), Danville, Virginia, leaf tobacco processors.
Committees of the Board
The only standing committees of the Board of Directors are the Audit Committee,
the Nominating Committee and the Executive Compensation Committee. The Audit
Committee reviews with management and the Company's auditors the scope of the
annual audit, the results of the audit and the Company's internal accounting and
control systems. The Audit Committee also recommends to the full Board of
Directors the auditors to be appointed by the Board (subject to stockholder
ratification) and reviews the auditors' services to the Company and their fees.
The Nominating Committee reviews the qualifications of possible candidates
recommended by stockholders, provided that stockholder recommendations are
submitted in writing addressed to the Secretary of the Company, are accompanied
by statements signed by the recommended candidates of their willingness to
serve, if elected, and are received not later than 120 days before the date that
proxy material is mailed to stockholders for the annual meeting of stockholders
at which the recommended candidates, if approved by the Nominating Committee and
the incumbent Board of Directors, would be nominated by the Board for election
by the stockholders. The Executive Compensation Committee administers the
Company's stock option plans and other incentive programs, approves or
4
<PAGE>
recommends to the Board changes in compensation for the Chief Executive Officer
and approves all Company employee benefit programs.
The members of Committees of the Board are:
Audit Committee -- Irving M. Groves, Jr. and Bruce M. Jacobson
Nominating Committee -- H. Richard Hunnicutt, Jr., F. Kenneth Iverson and John
M. Franck
Executive Compensation Committee -- Lathan M. Ewers, Jr. and Richard M. Simmons,
Jr.
The Board of Directors held four meetings during the fiscal year ended December
30, 1995. The Audit Committee held four meetings during the year, the Executive
Compensation Committee held two meetings, and the Nominating Committee held two
meetings.
Compensation of Directors
Directors of the Company who are not full-time employees are paid a fee of
$2,500 for each fiscal quarter. In addition, they are paid $1,000 for each Board
meeting attended and $1,000 for each Committee meeting attended which does not
occur on the same date as a Board meeting day. They are paid $500 for each
Committee meeting attended that does occur on the same day as a Board meeting.
Executive Compensation Committee Interlocks and Insider Participation
John M. Franck, Chairman of the Tultex Board, is a director of Piedmont Trust
Bank. Irving M. Groves, Jr., a director of Tultex, was President, Chief
Executive Officer and Chairman of the Board of MainStreet BankGroup Incorporated
(formerly Piedmont BankGroup) until he retired from these positions in June
1994.
5
<PAGE>
Executive Compensation Committee's Report on Executive Compensation
This report by the Executive Compensation Committee is required by rules of the
Securities and Exchange Commission. It is not to be deemed incorporated by
reference by any general statement which incorporates by reference this Proxy
Statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, and it is not to be otherwise deemed filed under either
such Act.
Two directors comprise the Executive Compensation Committee of the Board of
Directors. Neither of these directors serves on the board of the other committee
member's company or organization and none of the executive officers of Tultex
serve on the board of any committee member's organization. The Committee has
access to outside consultants and counsel.
The Committee oversees three elements of executive compensation: base pay or
salary, annual performance bonus, and long-term compensation, which consists of
a stock option plan approved by shareholders. The Committee seeks to provide a
competitive compensation package that enables the Company to attract and retain
key executives, to integrate pay programs with the business objectives of the
Company, and to link individual executive compensation with the Company's
performance. The Committee surveys other comparable companies and believes that
Tultex's current executive compensation generally is in line with comparable
companies.
Base Pay. The salary paid to the Company's executives is targeted to be
competitive with related industry companies of similar size, taking into account
the responsibilities and experience of individual officers. In general, the base
salaries are fixed at lower levels to emphasize result-oriented factors
reflected in a bonus potential and the value of stock options. The Committee
reviews salaries and pay ranges for the named executives, and salaries may be
increased based on the Committee's assessment of an individual's performance and
contributions to Tultex's goals. All of the Company's executive employees were
eligible for 1995 base pay increases, and the Committee recommended an increase
in salary to $300,000 per year for Mr. Davies in recognition of his increased
responsibilities as Chief Executive Officer, and modest increases for Mr.
Ratliff and Mr. Smith, who had been paid at the same annual rate for four years.
Bonus. The Board has approved and the Committee administers an annual incentive
bonus plan by which the Company's senior executives may earn cash bonus awards
based on corporate return on invested capital. In January 1995, the Committee
proposed and the Board approved changes in the incentive bonus plan to reflect
earnings the Board at the time believed the Company realistically could be
expected to achieve in 1995. Based on the Company's 1995 actual results, these
earnings levels were not achieved, and no bonuses were paid for 1995 to the five
named executives, except that Mr. Shook's job classification level changed in
1995 which made him eligible for a non-executive activewear management profit
sharing award, and Mr. Smith received a reward recognition payment which was not
part of a bonus or profit sharing plan.
Long-Term Incentive. Currently, the Company's only method of awarding long-term
compensation is its stock option plan. Eleven officers are eligible to receive
grants under the stock option plan, including the five named executive officers.
(Shareholders are being asked to approve the 1996 Consolidated Incentive Plan
which will be an adjunct to the current arrangement, and to approve the 1996
Stock Incentive Plan replacing the 1990 Stock Option Plan to make additional
shares available for the grant of stock options and
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<PAGE>
incentive awards.) Options granted under the 1990 Plan normally extend for 10
years, are priced at fair market value on the date of grant, and are intended to
provide incentive for future performance rather than reward past performance.
Together with base pay and bonuses, the Committee reviews material for
comparable companies in determining grants to be made to the named executive
officers. In 1995, the Committee recommended and the Board approved options for
7,500 shares for Mr. Davies, 7,500 shares for each of Mr. Ratliff, Mr. Rollins
and Mr. Smith, and 1,000 shares for Mr. Shook. The exercise price for all such
options is $5 per share, and all expire on May 2, 2000. The options granted to
these five officers represent 17.11% of options granted to employees in 1995.
1995 Compensation for the Chief Executive Officer. Charles W. Davies, Jr. was
appointed chief executive officer effective January 1, 1995. In recognition of
his increased responsibilities, Mr. Davies' annual salary was increased to
$300,000 effective January 1, 1995. In setting Mr. Davies' base salary, the
Committee compared his salary to the salaries of other chief executive officers
in the Company's peer group, including those included in the performance graph,
and his increased responsibilities effective January 1, 1995. Mr. Davies
currently is being paid at the same annual rate in 1996. In 1995, Mr. Davies was
eligible to participate in the same bonus and long-term executive compensation
plans as the other named executives. The Committee's approach to setting Mr.
Davies' target annual compensation is to set a compensation level commensurate
with his responsibilities and the objectives of his position that would be
competitive with other textile and apparel companies of comparable size.
EXECUTIVE COMPENSATION COMMITTEE
Lathan M. Ewers, Jr.
Richard M. Simmons, Jr.
Dated: March 22, 1996
7
<PAGE>
Executive Compensation
The following table presents information relating to total compensation of the
Chief Executive Officer and the four next most highly compensated executive
officers of the Company during the fiscal year ended December 30, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Securities
Annual Compensation Underlying
Name and Other Annual Options All Other
Principal Position Year Salary Bonus Compensation (shares) Compensation
<S> <C> <C> <C> <C> <C> <C>
Charles W. Davies, Jr. 1995 300,000 -- -- 7,500 --
President and 1994 246,541 -- -- 30,000 --
Chief Executive Officer 1993 245,834 -- -- 165,000
O. Randolph Rollins 1995 200,004 -- 7,992(1) 7,500 --
Executive Vice President 1994 50,001(1) -- -- 50,000
and General Counsel 1993 -- -- -- --
B. Alvin Ratliff 1995 172,800 -- -- 7,500 288
Vice President, Sourcing, 1994 163,800 -- -- 10,000 --
Contract, and Strategic 1993 172,800 -- -- 23,000 --
Planning
Don P. Shook 1995 144,000 10,000 6,591(2) 1,000 936(4)
Vice President, 1994 144,000 5,543 -- 12,500 936
Administration 1993 144,000 -- -- 18,000 936
John J. Smith 1995 156,400 2,817 -- 7,500 --
Vice President, 1994 146,400 5,635 -- 10,000 --
Customer Services 1993 146,400 1,860(3) -- 8,000 --
</TABLE>
(1) Mr. Rollins became a full-time employee on October 1, 1994, and salary paid
in 1994 reflects partial year compensation at the annual rate of $200,000
per year. In connection with his employment, Mr. Rollins was paid $7,007 in
relocation reimbursements, and $985 in COBRA insurance premiums to continue
health insurance with his former employer.
(2) In 1995, Mr. Shook's job classification level was changed, making him
eligible under a profit sharing plan for non-executive activewear
management.
(3) Country club dues and fees used for entertaining customers when Mr. Smith
was Vice President of Sales/Marketing.
(4) Payment of excess life insurance premiums.
8
<PAGE>
The following tables present information concerning stock options granted to the
Chief Executive Officer and the four next most highly compensated executive
officers of the Company and exercises of options by such persons.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential
% of Realizable Value
Total at
Number of Options Assumed Annual
Securities Granted Rates of Stock
Underlying to Price
Options Employees Exercise Appreciation
Granted in Fiscal or Base Expiration for Option Term
Name (shares) Year Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Charles W. Davies, Jr............. 7,500 4.14 5.00 5/02/00 10,361 22,894
O. Randolph Rollins............... 7,500 4.14 5.00 5/02/00 10,361 22,894
B. Alvin Ratliff.................. 7,500 4.14 5.00 5/02/00 10,361 22,894
Don P. Shook...................... 1,000 0.55 5.00 5/02/00 1,381 3,053
John J. Smith..................... 7,500 4.14 5.00 5/02/00 10,361 22,894
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at FY-End (shares) In-the-Money Options at
Shares Acquired Value FY-End
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Charles W. Davies, Jr.......... -- -- 82,500 150,000 -- --
O. Randolph Rollins............ -- -- 7,500 50,000 -- --
B. Alvin Ratliff............... -- -- 55,500 -- -- --
Don P. Shook................... -- -- 46,500 -- -- --
John J. Smith.................. -- -- 40,500 -- -- --
</TABLE>
9
<PAGE>
Retirement Plan. The Company maintains for the benefit of its eligible employees
a defined benefit pension plan qualified under section 401(a) of the Internal
Revenue Code. The following table illustrates annual retirement benefits payable
under the plan at the indicated Final Average Compensation and Credited Service
levels, assuming retirement at age 65 in 1996:
PENSION PLAN TABLE
<TABLE>
<S> <C> <C> <C> <C>
Annual Retirement Benefits Payable for Credited Service of
Final Average Earnings 10 years 20 years 30 years 40 years
$100,000................................. $ 10,380 $ 20,760 $ 31,140 $ 36,140
150,000................................. 16,380 32,760 49,140 56,640
200,000................................. 22,380 44,760 67,140 77,140
250,000................................. 28,380 56,760 85,140 97,640
300,000................................. 34,380 68,760 103,140 118,140
</TABLE>
Benefits are paid to plan participants based on their final average compensation
(as limited according to federal tax laws), years of credited service with the
Company, and the amount of covered compensation (as determined by Social
Security). Benefits under the Retirement Plan are not subject to any deduction
for Social Security or other offset amounts. Under current federal tax law, in
1995 compensation in excess of $150,000 may not be taken into account for
purposes of accruing benefits under the Retirement Plan.
The number of credited years of service for each person named in the Summary
Compensation Table are as follows: Charles W. Davies, Jr. -- 19 years, O.
Randolph Rollins -- 1 year, B. Alvin Ratliff -- 27 years, John J. Smith -- 11
years, and Don P. Shook -- 20 years.
The Company maintains a supplemental benefit plan to provide key management
personnel who have satisfied the eligibility requirements with supplemental
retirement benefits, including a retirement benefit which, when aggregated with
the benefit available under the retirement plan, is equivalent to 50% of their
final average earnings for 30 years of service.1 The eligibility requirements
include being 100% vested under the retirement plan. The majority of this
benefit will be funded through the retirement plan, with the balance being
funded by the Company through a supplemental nonqualified program which is
funded through the purchase of life insurance policies on each covered
individual. Benefits under the supplemental benefit plan are fully vested after
five years of service. The estimated annual benefits under the supplemental
benefit plan for each officer named in the Summary Compensation Table as of
December 30, 1995 are as follows: O. Randolph Rollins -- $0, Charles W. Davies,
Jr. -- $48,027, B. Alvin Ratliff -- $54,896, John J. Smith -- $15,660 and Don P.
Shook -- $34,005.
Employment Contracts and Employment Continuity Agreements
The Company has entered into employment continuity agreements with Charles W.
Davies, Jr., O. Randolph Rollins, B. Alvin Ratliff, John J. Smith, and Don P.
Shook, which provide for their continued employment in the event of a change in
control of the Company and the payment of compensation and benefits if their
employment is terminated following a change in control. The Board of Directors
believes that these
1 N.B. The Plan actually provides an accrual of 1.66% per year for up to 40
years of service.
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<PAGE>
agreements will enable key employees to conduct the Company's business with less
concern for personal economic risk when faced with a possible change in control.
The Board believes the agreements also should enhance the Company's ability to
attract new key executives as needed.
The agreements define "change in control" as occurring when a person becomes the
owner of 20% or more of the Company's voting securities or when there is a
change in a majority of the members of the Board of Directors, direct or
indirect, as a result of a cash tender or exchange offer, a merger or other
business combination, a sale of assets, a contested election of directors or a
combination of such transactions. Upon a change in control, the Company agrees
to continue the employee's employment with responsibilities, compensation and
benefits identical to or greater than those prior to the change in control until
the earlier of the third anniversary following the change in control or the
employee's normal retirement date. If employment is terminated without cause by
the Company during this period, or if the employee voluntarily terminates
employment within six months after receiving lesser responsibilities,
compensation or benefits or after being relocated without his consent, and the
employee has made an offer to work that has been rejected by the Company, the
Company must pay the employee compensation as follows: (i) three times the
employee's annual base salary as of his termination date, (ii) three times the
employee's average incentive bonus payable for the two fiscal years prior to the
termination date, (iii) cash or property due as a result of exercise of stock
options, and (iv) amounts the employee is entitled to receive under the
Company's tax-qualified benefit plans and, at the employee's expense, health
care coverage under welfare plans. This compensation will be reduced, if
necessary, to assure that any payments would not be "excess parachute payments"
under the Internal Revenue Code, which imposes significant penalties on payments
under such severance agreements which equal or exceed 300% of an employee's
average annual compensation during the five most recent taxable years ending
prior to a change in control. The Company must pay all legal fees and expenses
incurred by the employee in seeking to obtain these benefits. All agreements
continue in effect from year to year unless the Company notifies the employee
before an anniversary date that the agreement will terminate. The Company has
entered into similar agreements with other members of management.
Certain Relationships and Related Transactions
During fiscal 1995, Piedmont Trust Bank performed routine banking services for
the Company. John M. Franck is one of the 13 current members of the Board of
Directors of Piedmont Trust Bank. Piedmont Trust Bank is a subsidiary of
MainStreet BankGroup Incorporated (formerly Piedmont BankGroup). Richard M.
Simmons, Jr. is one of the 12 current members of the Board of Directors of
MainStreet BankGroup.
Wachovia Bank, of which F. Kenneth Iverson is a director, served as the
Company's transfer agent until September 1995. During 1995, Tultex paid Wachovia
Bank $21,130 for these services.
Multitrade Group, Inc., of which Irving M. Groves, Jr., director of the Company,
is a shareholder and director, provided the Company with steam energy in fiscal
1995 for which it was paid $4,831,658.
The Company believes that the terms of the transactions described above are
comparable to terms available for similar transactions with entities
unaffiliated with its officers and directors.
Lathan M. Ewers, Jr. is a partner in the law firm of Hunton & Williams, counsel
to the Company. 11
<PAGE>
Performance of Company's Common Stock
The following graph compares the performance of the Company's Common Stock to
(1) the Standard & Poor 500 Index and (2) a Peer Group Index for the Company's
last five fiscal years. The Company's Peer Group consists of Oneita Industries,
Inc., Russell Corporation, Signal Apparel Co., Techknits, Inc. and Tultex
Corporation. The graph assumes that $100 was initially invested on December 31,
1990 in the Company's Common Stock and in each index and that all dividends were
reinvested.
Comparison of Five Year
Cumulative Shareholder Return
(Comparison Chart appears here. Plot points are below)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
Tultex $100.00 $ 88.00 $115.13 $ 95.58 $ 67.17 $ 56.84
S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
Peer Group 100.00 147.24 137.23 116.56 125.50 110.56
</TABLE>
12
<PAGE>
Proposal to Approve the Tultex Corporation Stock Incentive Plan
In 1991, shareholders adopted the Tultex Corporation 1990 Stock Option Plan
initially covering 700,000 shares of Common Stock (increased to 1,200,000 shares
by shareholders in 1994). Options with respect to 1,172,800 shares have been
granted under the 1990 Plan, and the Company's Board of Directors has approved,
subject to the approval of shareholders, adoption of the 1996 Stock Incentive
Plan (the "1996 Plan") covering 700,000 shares of Common Stock. The 1996 Plan
will make shares available for stock options and other awards, since only 27,200
shares remain available for grant under the 1990 Plan. Unlike the 1990 Plan, the
1996 Stock Incentive Plan contains a 3% replenishment provision which increases
the number of shares of Common Stock authorized for issuance by 3% of the
increase in Tultex Corporation's outstanding shares from year to year starting
in fiscal 1997, up to a maximum of 750,000. Approval of the 1996 Plan requires
the affirmative vote of a majority of the shares of Common Stock and Series B
Preferred Stock (voting together) voted at the Annual Meeting.
The Board of Directors believes that the 1996 Plan will benefit the Company by
(i) assisting it in recruiting and retaining officers and key employees with
ability and initiative, (ii) providing greater incentive for officers and key
employees and (iii) aligning the interests of employees with those of the
Company and its stockholders through opportunities for increased stock
ownership. Proceeds from the sale of Common Stock issued under the 1996 Plan
will be used for general corporate purposes. On March 12, 1996, the last sale
price of the Common Stock on the New York Stock Exchange was 4.375.
The Executive Compensation Committee of the Board of Directors will administer
the 1996 Plan. The Committee will select employees who will be granted stock
options. No person may participate in the 1996 Plan while he is a member of the
Compensation Committee.
Generally, awards may be granted only to employees of Tultex Corporation or its
subsidiaries. It is not possible at this time to determine who may be selected
to receive grants of awards under the 1996 Plan or the number of awards to any
individual. Such determinations will be made on the basis of duties,
responsibilities, ability to affect profitability, and present and future
contributions of individuals to the success of Tultex Corporation. Because
grants of awards under the 1996 Plan are solely at the discretion of the
Committee and the 1996 Plan provides for different types of awards, the benefits
to those executive officers listed in the Summary Compensation Table, or any
other person, cannot be determined. Shares subject to options and related Stock
Appreciation rights (SARs) which lapse without having been exercised, or
Performance Share awards which are forfeited, will become available for new
grants under the 1996 Plan. To the extent that SARs are exercised and the
corresponding option cancelled, the shares subject to the option will be charged
against the maximum number of shares authorized under the 1996 Plan at the time
such option was granted.
Options may be granted as incentive stock options (ISOs) intended to qualify for
favorable tax treatment under Federal tax law or as nonqualified stock options
(NQSOs). SARs may be granted with respect to any options granted under the Plan
and may be exercised only when the underlying option is exercisable. An SAR
permits the holder to surrender an option or any portion thereof and receive in
exchange shares of Common Stock, cash or a combination of shares and costs, with
an aggregate value equal to the excess of the fair market value of one share of
Common Stock with respect to which such SAR has been exercised over the exercise
price specified in the option multiplied by the number of shares covered by the
13
<PAGE>
option or portion thereof which is to be exercised. The 1996 Plan requires that
the exercise price of all options and SARs be equal to or greater than the fair
market value of Tultex Common Stock on the date of grant of that option. The
term of any ISO or related SAR cannot exceed 10 years from date of grant.
The exercise price of an option may be paid in cash, in shares of Common Stock
owned by the optionee for six months or longer, with a combination of cash and
shares, or by effecting a "cashless exercise," or by payment of other
consideration approved by the Committee. A "cashless exercise" is a technique
which allows the optionee to exercise stock options without cash through the
assistance of a broker through either a simultaneous exercise and sale or broker
loan. The "cashless exercise" technique does not increase the compensation that
the option provides; the optionee receives the same economic benefit as he or
she would upon exercise of an SAR issued in tandem with the option. At the
Committee's discretion, options may be exercised by delivery of a note payable
over not more than five years.
In the case of a "change in control," options may become fully exercisable as to
all optioned shares from and after the date of such "change in control" in the
discretion of the Committee or as may otherwise be provided in the grantee's
option agreement. Generally, death, retirement, or disability will not result in
the cancellation of options or awards. The Committee may accelerate the date or
dates at which options or awards are exercisable.
The Committee may grant shares of Common Stock to participants as Restricted
Stock. (Restricted Stock is stock where full ownership rights vest in
participants periodically in accordance with the terms of the award.) Restricted
Stock may not be sold, assigned, transferred, pledged, or encumbered during a
"Restricted Period" which will be not less than one year from the date of grant.
Except for such restrictions, the employee has all rights of a stockholder
including the right to vote and to receive dividends.
If employment is terminated prior to the lapse of all restrictions, Restricted
Stock will be forfeited, but the Committee may limit the effect of forfeiture.
At the end of the Restricted Period, Restricted Stock is transferred to the
employee free of restrictions. In the case of a "change in control," an employee
may receive Restricted Stock free of restrictions in the discretion of the
Committee or as may otherwise be provided in the Restricted Stock award.
The Committee may make awards of Common Stock to be earned on the basis of the
Company's performance in relation to established performance measures for a
specific performance period as Performance Shares. Such measures may include
return on assets, earnings per share, return on stockholders' equity, or return
to stockholders. Performance Shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered during the relevant performance period.
Performance Shares may be paid in cash, shares of Common Stock or shares of
Restricted Stock. An employee must be employed at the end of the performance
period to receive Performance Shares, but if an employee's employment is
terminated by death, disability, retirement, or other reason approved by the
Committee, the Committee may limit the effect of forfeiture. In the case of a
"change in control," an employee may receive Performance Shares in the
discretion of the Committee or as may otherwise be provided in the applicable
Performance Share award.
The Board of Directors may amend the 1996 Plan, but no such amendment shall,
without approval of stockholders: (i) increase the number of shares available
for the granting of awards; (ii) change the class of
14
<PAGE>
persons eligible to receive options or awards; or (iii) extend the period during
which awards may be granted or exercised.
There are no federal tax consequences either to the optionee or to the Company
involved in the grant of an ISO or a NQSO. Upon the exercise of an ISO, the
optionee will not recognize any income and the Company will not be entitled to a
deduction, although such exercise may give rise to alternative minimum tax
liability for the optionee. Generally, if the optionee disposes of shares
acquired upon exercise of an ISO within two years of the date of grant or one
year of the date of exercise, the optionee will recognize ordinary income, and
the Company will be entitled to a deduction, equal to the excess of the fair
market value of the shares on the date of exercise over the option price
(limited generally to the gain on the sale). The balance of any gain or loss
will be treated as a capital gain or loss to the optionee. If the shares are
disposed of after the foregoing holding requirements are met, the Company will
not be entitled to any deduction, and the entire gain or loss for the optionee
will be treated as a capital gain or loss.
On exercise of a NQSO, the date-of-exercise fair market value of the shares
acquired in excess of the option price will generally be taxable to the optionee
as ordinary income and deductible by the Company. The disposition of shares
acquired upon exercise of a NQSO will generally result in a capital gain or loss
for the optionee, but will have no tax consequences for Tultex Corporation.
The Board of Directors Unanimously Recommends a Vote "FOR" the Stock Incentive
Plan.
Proposal to Approve Tultex Corporation Consolidated Incentive Plan
The Board of Directors adopted the Tultex 1996 Corporation Consolidated
Incentive Plan (the "CIP") on January 23, 1996, subject to shareholder approval
of the CIP. The CIP is designed to provide a performance-based incentive for
employees of the Company who are in a position to contribute materially to the
success of the Company and its subsidiaries. A portion of the awards will be
made as restricted stock bonuses to certain level employees. Shareholder
approval of the CIP is being sought to make the "safe harbor" provisions of Rule
16b-3 under the Securities Exchange Act of 1934 available to participants.
Approval of the CIP requires the affirmative vote of a majority of the shares of
Common Stock and Series B Preferred Stock (voting together) voted at the Annual
Meeting. A maximum of 500,000 shares of Common Stock will be issued as
restricted stock bonuses under the CIP.
The CIP consolidates and replaces several existing incentive programs with a
combined program that includes well-defined cash award triggers based on both
corporate-wide and operational goals. The CIP was approved by the Directors
following a year-long study with the assistance of William M. Mercer Company.
Implementation of the CIP and establishment of realistic performance goals
should eliminate confusion with respect to the Company's incentive pay
arrangements, be more objective, and better align the interests of participants
and shareholders.
Significantly, and as discussed below, awards under the CIP are keyed to
substantial improvement in the Company's financial performance, as reflected by
the fact that if the CIP had been in effect in 1995, no awards would have been
paid under the CIP. The CIP's initial performance thresholds would have required
per share earnings in 1995 of $0.24 for a minimum award.
15
<PAGE>
The CIP will be administered by the Executive Compensation Committee of the
Board of Directors. Full-time salaried employees of the Company and its
subsidiaries in salary grade 10 or higher are eligible for an award under the
CIP. For 1996, the CIP will have as a Primary Goal the Company's return on
assets on an earnings before interest and taxes basis ("ROA (EBIT)"), less
accounts payables and excluding extraordinary and other items approved by the
Executive Compensation Committee. The CIP has as a Secondary Goal for 1996 of
either improvement in Operating Cycle or reduction in Selling, General and
Administrative Expenses as a percentage of sales. Three employee
groups -- activewear employees, licensed apparel employees and employees with a
salary level of 40 or higher (executive officers) all will have the same
weighting for the Primary Goal ( 2/3 of the award) and different weightings for
the Secondary Goals, as shown in the table below. There are currently 514, 113
and 15 employees in each group, respectively. The Committee may change the
weightings of Employee Groups from time to time and the performance standards
themselves. The following chart reflects the initial weightings of the Primary
and Secondary Goals by Employee Group.
<TABLE>
<CAPTION>
Operating Cycle SG&A as % of Sales
ROA (EBIT) (Activewear & Level (Licensed Apparel &
Employee Group (Corporate Wide) 40 Executives) Level 40 Executives)
<S> <C> <C> <C>
All Level 40 Executives........................... 2/3 weight 1/6 weight 1/6 weight
Licensed Apparel Employees........................ 2/3 weight N/A 1/3 weight
Activewear Employees.............................. 2/3 weight 1/3 weight N/A
</TABLE>
To illustrate the foregoing table, activewear employees will receive an award
2/3 of whose weight is based on ROA (EBIT) (the Primary Goal) and 1/3 based on
improvement in the Company's Operating Cycle (the Secondary Goal). In contrast,
licensed apparel employees will receive an award 2/3 of whose weight is based on
ROA (EBIT) (the Primary Goal) and 1/3 based on reduction of Selling, General and
Administrative Expense as a percentage of sales (the Secondary Goal). The reason
for the differentiation between the two groups' Secondary Goals is attributable
to the Board of Directors' perception that improvement in Operating Cycle (the
number of days between the purchase of raw material for a garment and completion
of sale of the garment) is a better measure for improvement of the Company's
activewear business, while a reduction in Selling, General and Administrative
Expense as a percentage of sales is a better measure of improvement in the
Company's licensed apparel business. Each of the Secondary Goals are given equal
weight for executive officers, reflecting their responsibility for results of
the combined enterprise.
In addition to being the most heavily weighted performance measure, an
established minimum or threshold level of ROA (EBIT) must be reached for any
award to be paid under the CIP, whether attributable to Primary or Secondary
Goals.
16
<PAGE>
The CIP establishes cash award opportunities as a percentage of base salary for
employees at various salary grades based upon the attainment of Primary and
Secondary Goals. Separate award levels are established for the Chief Executive
Officer. The following table reflects the initial 1996 cash award opportunity
percentages at various achievement levels based on employee salary grades. CIP
awards will be prorated for performance between stated goal levels.
<TABLE>
<CAPTION>
Cash Award Opportunity
as % of Base Salary
Employee Good Budget Exceptional
Salary Grade (Minimum) (Target) (Maximum)
<S> <C> <C> <C>
40's -- CEO 5% 35% 70%
-- Others 4% 25% 50%
30's -- All 3% 15% 30%
20's -- All 2.5% 10% 20%
10's -- All 2% 5% 10%
</TABLE>
The Committee will establish goal ranges each Plan Year with respect to budgeted
or targeted Primary and Secondary Goals.
Based upon the budget for 1996 and the targeted Secondary Goals established by
the Committee for 1996, the following Primary and Secondary Goals were
established at various achievement levels for 1996.
<TABLE>
<CAPTION>
1996 Consolidated Incentive Plan Performance Goals
Good Budget Exceptional
(Minimum) (Target) (Maximum)
<S> <C> <C> <C>
Primary Goal:
ROA (EBIT).............................................................. 7.9% 11.3% 14.7%
Secondary Goals:
Operating Cycle
(Activewear employees and
Level 40 Executives)................................................. 226 days 206 days 185 days
SG&A as % Sales
(Licensed Apparel employees and Level 40
Executives).......................................................... 25.2% 22.9% 20.6%
</TABLE>
The Primary and Secondary Goals established under the Plan and the weightings of
Performance Goals applicable to various Employee Groups and the level of cash
award opportunities as a percentage of base salary at various employee salary
grades have been established at the initial levels indicated above.
In addition to cash awards based upon the applicable cash award opportunity and
the achievement of the Performance Goals described above, CIP participants at
salary grades of 30 or higher are also eligible for Restricted Stock awards
based on the amount of their cash award for the Plan Year. Basically, such
participants will receive an additional award of Restricted Stock equal to the
17
<PAGE>
number of shares whose market value at time of award is equal to 25% of the cash
award for the Plan Year. Restricted Stock awards vest 20% per year commencing
the year next following receipt of an award. Participants who receive Restricted
Stock awards will be entitled to vote such shares and receive any dividends paid
thereon. The CIP provides for accelerated vesting in the case of a change in
control, death, disability, normal retirement or other circumstances determined
by the Committee.
Set forth below is a summary of incentive awards paid by the Company from 1992
through 1995. 1995 bonuses paid under the plans the CIP will replace were
generally paid to non-executive level employees.
<TABLE>
<CAPTION>
Projected
1992 1993 1994 1995
Business Unit Payments Payments Payments Payments
<S> <C> <C> <C> <C>
Activewear.......................................... $1,945,000 $ 307,000 $ 591,000 $ 700,000
Licensed Apparel.................................... 2,091,000 2,543,000 939,000 546,000
$4,036,000 $2,850,000 $1,530,000 $1,246,000
Total Outstanding Shares............................ 28.9M 29.1M 29.8M 29.8M
Cost Per Share (After Tax).......................... 8.7(cents) 6.1(cents) 3.2(cents) 2.6(cents)
</TABLE>
At minimum target and maximum payout rates, based on the Primary and Secondary
Goals for 1996 and the weightings by Employee Group, cash payouts under the CIP
are estimated to range between $631,878 if the minimum target is achieved and
$4,863,873 if all goals equal or exceed the maximum. This does not include the
value of any Restricted Stock awards.
Set forth below is a chart reflecting the dollar value of the cash and
restricted stock awards that would have been received by CIP participants if the
CIP had been in place in 1995 at the proposed 1996 cash award opportunity levels
and based on the proposed Performance Goals assuming good, budgeted, and
exceptional performance.
<TABLE>
<CAPTION>
Performance Level
Good Budget Exceptional
Restricted Restricted Restricted
Name and Position Cash Award Stock Award Cash Award Stock Award Cash Award Stock Award
<S> <C> <C> <C> <C> <C> <C>
Charles W. Davies, Jr., CEO.... $0 $ 0 $0 $ 0 $0 $ 0
O. Randolph Rollins............ 0 0 0 0 0 0
B. Alvin Ratliff............... 0 0 0 0 0 0
Don P. Shook................... 0 0 0 0 0 0
John J. Smith.................. 0 0 0 0 0 0
Level 40 Executives (15)....... 0 0 0 0 0 0
</TABLE>
The CIP is effective for 10 years unless terminated earlier by the Board of
Directors. The Board of Directors may amend the CIP but any such amendment that
is anticipated to materially increase the cost of the CIP to the Company will be
submitted for approval by the shareholders.
18
<PAGE>
CIP participants will generally be taxed on a CIP cash award when paid. Amounts
deferred under the CIP will be taxed when paid or otherwise constructively
received. Restricted stock awards will not be taxable upon receipt but will be
taxable as the award vests based upon the fair market value of the applicable
percentage of such shares on the vesting date. The Company will establish rules
to comply with all applicable taxes and withholding requirements with respect
to income and employment taxes pertaining to CIP awards. The Company usually
will be entitled to a business expense deduction at the time and in the amount
that a Participant of an award recognizes ordinary compensation income in
connection therewith.
The Board of Directors Unanimously Recommends a Vote "FOR" the 1996 Consolidated
Incentive Plan.
Ratification of Appointment of Auditors
The Board of Directors has appointed Price Waterhouse LLP, independent certified
public accountants, to examine the financial statements of the Company for the
fiscal year ending December 28, 1996. Shareholders will be asked to ratify this
appointment at the Annual Meeting. Ratification of Price Waterhouse LLP requires
the affirmative vote of a majority of Common Stock and Series B Preferred Stock
(voting together) voted at the Annual Meeting. Price Waterhouse LLP has been the
Company's independent accountants since 1971.
Representatives of Price Waterhouse LLP are expected to be present at the
meeting and will be given an opportunity to make a statement if they desire to
do so. They are expected to be available to respond to appropriate questions.
The Board of Directors Unanimously Recommends a Vote "FOR" Ratification of Price
Waterhouse LLP as Auditors.
Stockholder Proposals
Stockholders having proposals which they desire to present at next year's annual
meeting should, if they desire that such proposals be included in the Board of
Directors' proxy and proxy statement relating to such meeting, submit such
proposals in time to be received by the Company at its principal executive
offices in Martinsville, Virginia, not later than November 15, 1996. To be so
included, all such submissions must comply with the requirements of Rule 14a-8
of the Securities and Exchange Commission under the Securities Exchange Act of
1934 and the Board of Directors directs the close attention of interested
stockholders to that Rule.
Other Matters
As of the date of this Proxy Statement, the Board of Directors knows of no
matter to come before the meeting other than those stated in the notice of the
meeting. As to other matters, if any, that may properly come before the meeting,
it is intended that proxies in the accompanying form will be voted in accordance
with the best judgment of the persons named therein.
The Corporation will provide promptly, upon request and without charge, a copy
of the full text of the 1996 Stock Incentive Plan and the 1996 Consolidated
Incentive Plan to each person to whom a copy of this Proxy Statement is
delivered. Requests should be directed to Kathy H. Rogers, Secretary, Tultex
Corporation, P.O. Box 5191, Martinsville, Virginia 24115.
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<PAGE>
We hope that you will be able to attend this meeting in person, but if you
cannot be present, please execute the enclosed proxy and return it in the
accompanying envelope (no postage required) as promptly as possible. Your stock
will be voted in accordance with the instructions you give on the proxy, and in
the absence of any such instructions will be voted FOR election of directors,
FOR the 1996 Stock Incentive Plan, FOR the 1996 Consolidated Incentive Plan and
FOR the ratification of appointment of auditors, as described herein.
Kathy H. Rogers
Secretary
Martinsville, Virginia
March 22, 1996
20
