<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
RIDGEVIEW, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
RIDGEVIEW, INC.
2101 NORTH MAIN AVENUE
NEWTON, NORTH CAROLINA 28658
April 23, 1997
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders of
Ridgeview, Inc. to be held at 10:00 a.m. on Tuesday, May 27, 1997 at the
Newton-Conover Civic and Performance Place, 60 West Sixth Street, Newton, North
Carolina. The Board of Directors looks forward to personally greeting those
who are able to attend.
The Notice of Annual Meeting of Shareholders and Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this
letter. It is important that your shares be represented at the meeting,
whether or not you plan to attend. Accordingly, please take a moment now to
sign, date and mail the enclosed proxy in the envelope provided.
Following completion of the formal portion of the Annual Meeting,
management will comment on the Company's affairs. A question and answer period
will follow. We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ ALBERT C. GAITHER
Albert C. Gaither
Chairman
/s/ HUGH R. GAITHER
Hugh R. Gaither
President and Chief Executive Officer
<PAGE> 3
RIDGEVIEW, INC.
2101 NORTH MAIN AVENUE
NEWTON, NORTH CAROLINA 28658
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 27, 1997
TO THE SHAREHOLDERS OF RIDGEVIEW, INC.:
The Annual Meeting of Shareholders of Ridgeview, Inc. (the "Company") will
be held at the Newton-Conover Civic and Performance Place, 60 West Sixth
Street, Newton, North Carolina on Tuesday, May 27, 1997 at 10:00 a.m., Eastern
Standard Time, for the following purposes:
1. To elect nine directors for a one-year term and, in each case,
until their successors are elected and qualified;
2. To ratify the appointment of BDO Seidman, LLP as the Company's
independent auditors for the year ending December 31, 1997; and
3. To transact such other business as may properly come before the
meeting or any reconvened session thereof.
The Board of Directors has fixed the close of business on Tuesday, April
10, 1997, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and at any reconvened session thereof.
YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. EVEN IF YOU
HOLD ONLY A FEW SHARES, AND WHETHER OR NOT YOU EXPECT TO BE PRESENT, YOU ARE
REQUESTED TO DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE POSTAGE-PAID
ENVELOPE THAT IS PROVIDED. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME, AND
THE GIVING OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
This notice is given pursuant to direction of the Board of Directors.
/s/ J. MICHAEL GAITHER
J. Michael Gaither
Secretary
<PAGE> 4
RIDGEVIEW, INC.
2101 NORTH MAIN AVENUE
NEWTON, NORTH CAROLINA 28658
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
Ridgeview, Inc. (the "Company"), for use at the Annual Meeting of Shareholders
to be held at 10:00 a.m. on Tuesday, May 27, 1997, at the Newton-Conover Civic
and Performance Place, 60 West Sixth Street, Newton, North Carolina and at any
reconvened session thereof. When such proxy is properly executed and returned,
the shares it represents will be voted at the meeting. If a choice has been
specified by the shareholder as to any matter referred to on the proxy the
shares will be voted accordingly. If no choice is indicated on the proxy, the
shares will be voted in favor of the election of the nine nominees named herein
and in favor of the other proposal. A shareholder giving a proxy has the power
to revoke it at any time before it is voted. Presence at the meeting by a
shareholder who has signed a proxy does not alone revoke that proxy; the proxy
may be revoked by a later dated proxy or by notice to the Secretary at the
meeting. At the meeting, votes will be counted by written ballot.
At the Annual Meeting shareholders will be asked to:
1. Elect nine directors for a one-year term and, in each case, until
their successors are elected and qualified;
2. Ratify the appointment of BDO Seidman, LLP as the Company's
independent auditors for the year ending December 31, 1997; and
3. Transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The representation in person or by proxy of a majority of the votes
entitled to be cast will be necessary to provide a quorum at the Annual
Meeting. Provided a quorum is present, directors will be elected by a
plurality of the votes cast. With respect to the election of directors, votes
may be cast in favor of nominees or withheld. Withheld votes and shares not
voted will not be treated as votes cast and, therefore, will have no effect on
the proposal to elect directors. Ratification of the appointment of the
Company's independent auditors and the approval of any other business which
properly comes before the Annual Meeting will require the affirmative vote of
the holders of a majority of the shares of Common Stock voted. Abstentions and
shares not voted will not be treated as votes cast and, therefore, will have no
effect on the vote for any such proposal.
Only shareholders of record as of the close of business on April 10, 1997,
will be entitled to vote at the Annual Meeting. The approximate date on which
this proxy statement and form of proxy were first sent or given to shareholders
is April 23, 1997. The cost of preparing, printing and mailing this proxy
statement to shareholders will be borne by the Company. In addition to the use
of mail, employees of the Company may solicit proxies personally and by
telephone without compensation by the Company other than their regular
salaries. The Company may request banks, brokers, and other
<PAGE> 5
custodians, nominees and fiduciaries to forward copies of the proxy materials
to their principals and to request authority for the execution of proxies.
OUTSTANDING VOTING SECURITIES
The Board of Directors has set the close of business on April 10, 1997 as
the record date for determination of shareholders of the Company entitled to
notice of and to vote at the Annual Meeting. As of the record date, the
Company had 3,000,000 shares of its Common Stock, $.01 par value per share (the
"Common Stock"), issued and outstanding. Each issued and outstanding share of
Common Stock is entitled to one vote per share with respect to all matters to
be acted upon at the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of the record date by: (i) each
person known to the Company to beneficially own more than five percent of the
Common Stock; (ii) each director; (iii) each executive officer named in the
Summary Compensation Table; and (iv) all executive officers and directors as a
group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENTAGE
NAME (1) OWNED (1) COMMON STOCK (1)
-------- ------------ ----------------
<S> <C> <C>
Robert E. Cline (2) 217,759 7.3%
J. Robert Gaither, Jr. (3) 204,268 6.8
Grace W. Gaither (3) 204,268 6.8
James C. Gaither (4) 184,097 6.1
Rachel C. Gaither (4) 184,097 6.1
Albert C. Gaither (5) 168,347 5.6
Ann Heafner Gaither (5) 168,347 5.6
Hugh R. Gaither 54,366 1.8
Claude S. Abernethy, Jr. (6) 44,557 1.5
William D. Durrant 45,488 1.5
Susan Gaither Jones 35,732 1.2
Walter L. Bost, Jr. 30,151 1.0
J. Michael Gaither 22,666 1.0
George Watts Carr, III (7) 1,000 *
Charles M. Snipes (8) 1,000 *
Joseph D. Hicks (9) --- *
All directors and executive
officers as a group (13 persons) 455,909 15.2%
</TABLE>
- ---------------------
(1) Beneficial ownership is based upon information available to the Company
or furnished by the respective shareholders, directors and executive
officers. Except as otherwise indicated, the address of the shareholder
is c/o Ridgeview, Inc., 2101 North Main Avenue, Newton, NC 28658. An "*"
indicates less than one percent.
(2) Robert E. Cline's address is P.O. Box 2343, Hickory, NC 28603.
(3) Of the 204,268 shares of Common Stock beneficially owned by J. Robert
Gaither, Jr. and his wife, Grace W. Gaither, 96,611 are owned of record by
Mr. Gaither and 107,657 are owned by record by Mrs. Gaither.
2
<PAGE> 6
(4) The address for these shareholders is Route 2, Box 199, Conover, NC
28613. Of the 184,097 shares of Common Stock beneficially owned by James
C. Gaither and his wife, Rachel C. Gaither, 153,577 are owned of record by
Mr. Gaither and 30,520 are owned of record by Mrs. Gaither.
(5) Of the 168,347 shares of Common Stock beneficially owned by Albert C.
Gaither and his wife, Ann Heafner Gaither, 137,311 are owned of record by
Mr. Gaither and 31,036 shares are owned of record by Mrs. Gaither.
(6) The address of this shareholder is 110 South College Avenue, Newton, NC
28658. Of the 44,557 shares of Common Stock beneficially owned by Mr.
Abernethy, 2,576 are owned of record by his wife, Raenelle Abernethy, and
22,536 are owned by certain persons with whom Mr. Abernethy shares voting
or dispositive power.
(7) The address of this shareholder is 3101 North Elm Street, Greensboro, NC
27408.
(8) The address of this shareholder is 23 N. Main Street, Granite Falls, NC
28630.
(9) The address of this shareholder is 489 Siecor Park, Hickory, NC 28601.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors consists of nine directors. Directors are elected
annually and serve until the next annual meeting of shareholders and their
successors are elected and qualified. Nine directors are to be elected at this
Annual Meeting. Each of the nominees is a current member of the Board of
Directors.
The following table provides certain information with respect to the
Company's nominees for directors. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" ALL OF THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
NAME AGE POSITION
----------------------- --- --------
<S> <C> <C>
Albert C. Gaither 65 Chairman and Director
Hugh R. Gaither 46 President, Chief Executive Officer and Director
William D. Durrant 59 Executive Vice President and Director
Susan Gaither Jones 36 Vice President and Director
J. Michael Gaither 45 Secretary and Director
Claude S. Abernethy, Jr. 69 Director
George Watts Carr, III 54 Director
Joseph D. Hicks 54 Director
Charles M. Snipes 63 Director
</TABLE>
Albert C. Gaither has been a director since 1958 and Chairman of the
Company since January 1992. From January 1980 through December 1991 he served
as the Company's President, and from January 1992 until September 1995 was the
Company's Chief Executive Officer. He received a B.A. from Davidson College in
1956 and has been employed by the Company since 1956. Mr. Gaither is Susan
Gaither Jones' father and a cousin of Hugh R. Gaither and J. Michael Gaither.
Hugh R. Gaither has been a director since 1977 and President of the
Company since January 1992. Since September 1995, he also has served as the
Company's Chief Executive Officer. Mr. Gaither served as Vice President of the
Company from January 1980 to January 1992. He joined the Company in 1975 after
receiving a B.A. from Davidson College and a M.B.A. from the University of
North Carolina at Chapel Hill. During 1994 and 1995, Mr. Gaither served as
Chairman of the
3
<PAGE> 7
National Association of Hosiery Manufacturers. Mr. Gaither is J. Michael
Gaither's brother and a cousin of Albert C. Gaither and Susan Gaither Jones.
William D. Durrant who was elected to his current position in September
1995, has been employed by the Company since 1976 and has been a director since
1979. From January 1992 until September 1995, Mr. Durrant served as Senior
Vice President (Sales and Marketing) for the Company's sports sock division.
From July 1976 until December 1992, he served as Vice President (Sales) for the
sports sock division.
Susan Gaither Jones has been a Vice President of the Company since January
1992 engaged principally in sales, marketing and customer service activities
related to the Company's women's hosiery division. She has been employed by
the Company in various positions since 1984 and a director since 1991. Ms.
Jones received a B.A. in Psychology from Appalachian State University in 1982.
Ms. Jones is Albert C. Gaither's daughter and a cousin of Hugh R. Gaither and
J. Michael Gaither.
J. Michael Gaither is Vice President and General Counsel of J.H. Heafner
Company, Inc., a privately owned firm located in Lincolnton, North Carolina
engaged in manufacturing and distributing motor vehicle tires. Mr. Gaither,
who has been a director since 1980, received a B.A. from Duke University in
1974 and a J.D. from the University of North Carolina School of Law in 1977.
Mr. Gaither is Hugh R. Gaither's brother and a cousin of Albert C. Gaither and
Susan Gaither Jones.
Claude S. Abernethy, Jr. has been a Senior Vice President of
Interstate/Johnson Lane Corporation, a New York Stock Exchange member firm,
since 1963. Mr. Abernethy received a B.A. from Davidson College and a M.B.A.
from Harvard University. He has been a director since 1969 and is a director
of Interstate/Johnson Lane, Inc., the parent of Interstate/Johnson Lane
Corporation, and Air Transportation Holding Company, an air freight company.
George Watts Carr, III is the President of Cone Denim North America, a
division of Cone Mills Corporation, a position he assumed effective in October
1996. From 1993 to October 1996, he was employed by the North Carolina
Department of Commerce, first as Director of Business and Industry Development
and most recently as President of the North Carolina Partnership for Economic
Development. From 1991 to 1992, Mr. Carr was employed by Unifi, Inc., one of
the Company's principal suppliers of yarn, as Senior Vice President (Marketing)
of the hosiery division. From 1970 to 1991, he was employed by Macfield, Inc.,
a yarn manufacturer, where he held various management positions in customer
service, manufacturing and marketing and served as President of the hosiery
division from 1981 to 1991 and as a director.
Joseph D. Hicks is the President and Chief Executive Officer and a
director of Siecor Corporation, a privately-held fiber optics cable company.
Mr. Hicks, who has worked at Siecor Corporation since 1979, received a B.S.E.E.
from the University of Kentucky in 1966 and a M.B.A. from the University of
Maryland in 1970. Prior to his employment by Siecor Corporation, Mr. Hicks
held various positions with Motorola, Inc.
Charles M. Snipes is the President and a member of the Board of Directors
of Bank of Granite Corporation, a bank holding company, and has been President
and Chief Executive Officer since 1994 and a director since 1982 of its
principal subsidiary, Bank of Granite. He serves as a director of Vanguard
Furniture, Inc., First Factors, Inc. and Ingold Company, Inc., all of which are
privately-held companies. Mr. Snipes received a B.A. from Lenoir-Rhyne College
in 1958.
4
<PAGE> 8
TERMS OF DIRECTORS AND OFFICERS
All directors hold office until the next annual meeting of shareholders
and their successors have been duly elected and qualified. The Company's
executive officers are appointed by and serve at the discretion of the Board of
Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors established a Compensation Committee in November
1996 to make recommendations concerning salaries and incentive compensation for
executive officers and other employees of the Company and administer the
Company's stock-based compensation plans.
At the same time, the Board of Directors also established an Audit
Committee to make recommendations to the Board of Directors regarding the
selection of the Company's independent auditors, review the Company's internal
controls and confer with and make recommendations to the Company's independent
auditors concerning the scope and results of their annual audit. J. Michael
Gaither and Messrs. Abernethy and Snipes serve as the members of the Audit
Committee. Messrs. Abernethy, Carr, and Hicks presently serve as the members of
the Compensation Committee. The Compensation Committee was not involved in the
determination of compensation paid to executive officers for 1996.
COMPENSATION OF DIRECTORS
The Company pays its directors who are not compensated as officers or
employees of the Company an annual retainer fee of $5,000 and a fee of $500 for
each meeting of the Board of Directors or any committee thereof attended (other
than any such committee meeting held in conjunction with a meeting of the full
board). The Company also reimburses each director for out-of-pocket expenses
incurred in attending meetings of the Board of Directors and any of its
committees.
Each outside director who qualifies as an "independent director" under Schedule
D of the Bylaws of the National Association of Securities Dealers, Inc.
("eligible directors") is eligible to participate in the Outside Directors
Stock Option Plan (the "Directors Plan"). Under the Directors Plan, each
eligible director received an option to purchase 500 shares of Common Stock
upon completion of the Company's initial public offering. The exercise price
of these options was $8.00 per share, the closing price of the Common Stock on
its first day of trading. Each new eligible director will automatically be
granted an option to purchase 500 shares of Common Stock at the fair market
value on the date of his or her initial election to the Board of Directors. On
each anniversary of an eligible director's election to the Board of Directors,
he or she will be granted an option to purchase 500 shares of Common Stock at
the then fair market value, provided that the director shall have continuously
served as a director of the Company and the number of shares of Common Stock
available under the Directors Plan is sufficient to permit such grant. Options
granted under the Directors Plan are nonqualified stock options, vest in three
equal installments on each anniversary of the option grant and expire 10 years
from the date of grant. The Directors Plan is designed to operate
automatically and is not expected to require administration. To the extent
administration is required, it will be provided by a committee of the Board of
Directors consisting of two or more disinterested directors appointed by the
Board of Directors.
5
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes all compensation paid to the Company's five
most highly compensated executive officers (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION $ (*)
- --------------------------- ---- ---------- ---------- ------------------
<S> <C> <C> <C> <C>
Hugh R. Gaither 1996 204,000 14,872 6,726
President and Chief Executive Officer 1995 180,000 90,165 7,882
Albert C. Gaither 1996 130,000 10,767 13,698
Chairman 1995 168,000 89,826 14,011
William D. Durrant 1996 180,000 13,949 11,163
Executive Vice President 1995 166,000 96,570 10,216
Walter L. Bost, Jr.
Executive Vice President and Chief 1996 132,000 7,075 2,575
Financial Officer 1995 108,000 35,179 2,104
Susan Gaither Jones 1996 85,500 18,215 5,821
Vice President 1995 96,000 21,613 5,469
</TABLE>
- --------------
* All other compensation paid in 1996 consists of the following: (i) the
amounts shown for Hugh R. Gaither, Albert C. Gaither, Mr. Durrant and Ms. Jones
include $4,000 in director fees; (ii) The amount shown for Albert C. Gaither
includes $2,264 which represents the present value of the imputed interest for
premiums paid by the Company under a split-dollar life insurance arrangement;
(iii) the amounts shown for Hugh R. Gaither, Albert C. Gaither, Messrs. Durrant
and Bost, and Ms. Jones include $1,226, $5,349, $4,788, $460 and $403,
respectively, representing the dollar value of term life insurance premiums
paid by the Company during 1996; and (iv) the amounts shown for Hugh R.
Gaither, Albert C. Gaither, Messrs. Durrant and Bost and Ms. Jones also include
contributions made by the Company to the Company's 401(k) Plan in the amounts
of $1,500, $2,085, $2,375, $2,115, and $1,418, respectively.
6
<PAGE> 10
PERFORMANCE GRAPH
The performance graph below shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The following is a comparative performance graph which compares the
percentage change of cumulative total shareholder return on the Common Stock
with (a) the total return index of The Nasdaq Stock Market (US Companies) (the
"Broad Index") and (b) the total return index for a peer group of companies
selected by management (the "Peer Group Index"). The peer group is comprised
of the following six companies, all of which are textile manufacturing
companies: Fruit of the Loom, Inc., Hampshire Group, Ltd., Russell
Corporation, Starter Corporation, Tultex Corporation and VF Corporation. The
graph assumes the investment of $100 in the Common Stock, the Broad Index and
the Peer Group Index on November 1, 1996, the first date on which the Common
Stock began trading, and the reinvestment of any dividends paid. No cash
dividends have been declared on the Common Stock. Shareholder returns over the
indicated period of two months should not be considered indicative of future
shareholder returns.
[GRAPH]
<TABLE>
<CAPTION>
LEGEND
SYMBOL INDEX 11/01/96 12/31/96
- ------ ----- ------- --------
<S> <C> <C> <C>
- - - - - - Ridgeview, Inc. 100.0 92.2
- - - - --- Nasdaq Stock Market (US Companies) 100.0 106.1
- - - - - - - Peer Group Index 100.0 103.6
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indices are have been reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding day is used.
7
<PAGE> 11
SALARY CONTINUATION AGREEMENTS
The Company has entered into salary continuation agreements with each of
the Named Executive Officers. For each Named Executive Officer other than
Albert C. Gaither, the agreements provide that upon retirement, death or
disability, the officer or his or her designated beneficiary, as applicable,
will receive for a period of 15 years monthly payments equal to 60% of the
highest monthly base salary paid to the officer during the term of his or her
employment. At 1996 salary levels the annual benefit that would be payable
under these agreements to Hugh R. Gaither, Messrs. Durrant and Bost and Ms.
Jones or their beneficiaries would be $122,400, $108,000, $79,200 and $57,600,
respectively. The retirement benefits payable to each of the Named Executive
Officers, other than Albert C. Gaither whose retirement benefit is fully
vested, will be 25% vested when the officer reaches age 50, 50% at age 55 and
100% at age 60. The salary continuation agreement entered into with Albert C.
Gaither provides for monthly payments of $3,000 for a period of 15 years
commencing upon Mr. Gaither's retirement or death. The Company's obligations
under all salary continuation agreements are unsecured and are not required to
be funded. The Company has elected to partially fund its obligations under
these agreements through the purchase of life insurance policies that are
expected to provide a return to the Company that will approximately offset its
liability. The compensation expense associated with these agreements is
recognized over the term of the officers' employment.
TRANSACTIONS WITH AND ACQUISITION OF AFFILIATE
Immediately prior to the completion of its initial public offering in
November 1996, the Company acquired all of the issued and outstanding shares of
Interknit, Inc. ("Interknit"), a corporation affiliated with the Company
through common ownership of its shares by eight persons who are also
shareholders, and five of whom are executive officers, of the Company.
Interknit sold substantially all of its output of greige goods to, and
purchased a portion of its raw materials requirements from, the Company from
January 1994, when Interknit commenced operations, until it was acquired by the
Company. In addition, the services of several of the executive officers of the
Company were provided to Interknit from time to time without consideration
prior to its acquisition. The purchase and sale transactions between the
Company and Interknit during the Company's two most recent years and the ten
months ended October 31, 1996 are summarized in the table below.
<TABLE>
<CAPTION>
PERCENTAGE OF
PURCHASES BY PERCENTAGE OF SALES INTERKNIT'S RAW
THE COMPANY INTERKNIT'S BY THE COMPANY MATERIAL
FROM INTERKNIT NET SALES TO INTERKNIT PURCHASES
-------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
Year ended December 31, 1994 $2,338,000 100% $266,000 19%
Year ended December 31, 1995 3,162,000 82 289,000 11
Ten months ended October 31, 1996 4,236,000 73 67,000 2
</TABLE>
When the Company began planning for its initial public offering in early
1995, it was advised by the prospective underwriters to combine the operations
of Interknit and the Company. A committee comprised of four directors of the
Company (two of whom were not shareholders of Interknit) was appointed to study
the proposed acquisition and (with one of the independent directors dissenting)
recommended the Company proceed with the acquisition. On August 15, 1996, the
Board of Directors met and unanimously (including the director who previously
dissented) approved the Share Exchange Agreement pursuant to which the
shareholders of Interknit transferred all of the 500 issued and
8
<PAGE> 12
outstanding shares of capital stock of Interknit to the Company in exchange for
an aggregate of 240,000 shares of Common Stock (the "Exchange"). Upon
consummation of the Exchange, the following directors, executive officers and
greater than five percent shareholders of the Company received the number of
shares of Common Stock set forth opposite their names below.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
----------------
<S> <C>
Hugh R. Gaither 37,200
William D. Durrant 37,200
Walter L. Bost, Jr. 24,000
Albert C. Gaither 16,800
Susan Gaither Jones 16,800
J. Michael Gaither 8,400
J. Robert Gaither, Jr. 8,400
</TABLE>
The aggregate number of shares issued to the shareholders of Interknit was
determined by the Company in part on the basis of a valuation of Interknit's
business performed by Interstate/Johnson Lane Corporation ("Interstate"), one
of the managing underwriters of the initial public offering, by dividing the
value derived by Interstate by $10.00 (the mid-point of the original estimated
initial public offering price per share for the Common Stock). Based on the
$8.00 per share closing price of the Common Stock on the first day of trading,
the 240,000 shares of Common Stock issued in the Exchange had an aggregate
value of $1,920,000.
The offer and sale of the shares of Common Stock to the shareholders of
Interknit pursuant to the Share Exchange Agreement was exempt from registration
under the Securities Act of 1933 pursuant to the exemption from registration
set forth in Section 4(2) of the Act for transactions not involving any public
offering. The 240,000 shares of Common Stock issued in connection with the
acquisition are "restricted securities" within the meaning of Rule 144
promulgated under the Securities Act, and therefore must be held for at least
one year before being eligible for public resale.
SUPPLEMENTAL RETIREMENT BENEFIT
In December 1992, J. Robert Gaither, Jr., the Company's former Chairman,
retired after more than 45 years of employment with the Company. Until August
15, 1996, when he submitted his resignation, he continued to serve as a
director of the Company. From the date of his retirement in 1992 until
December 31, 1995, the Company continued to pay Mr. Gaither approximately
$105,000 annually. During such three-year period, the Company also paid him
$36,000 annually under a salary continuation agreement entered into while he
was still employed as an executive officer of the Company.
In December 1995, the Company and Mr. Gaither entered into an amendment to
his salary continuation agreement pursuant to which the Company agreed to pay
him, in addition to the $36,000 the Company is obligated to pay him annually
for another 12 years, a supplemental retirement benefit of $84,000 annually for
seven years. In the event of his death before the end of the seven-year
period, the Company's obligation will continue until the end of such period and
the payments will be made to his designated beneficiary. In 1995, the Company
accrued a liability and recorded an expense of $500,000 for this obligation.
9
<PAGE> 13
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected BDO Seidman, LLP as the independent
auditors to audit the financial statements of the Company for the year ending
December 31, 1997. A representative of BDO Seidman, LLP is expected to be
present at the annual meeting, will have an opportunity to make a statement if
he or she desires to do so, and is expected to be available to respond to
appropriate questions. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than ten percent of the Common Stock to file
initial reports of ownership and reports of changes in their ownership of the
Common Stock with the Commission. Officers, directors and greater than ten
percent shareholders are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on its review of the copies of such reports received by
the Company, all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten percent shareholders were complied
with during the year ended December 31, 1996.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
A shareholder intending to present a proposal at the 1998 Annual Meeting
of Shareholders must deliver the proposal in writing to the attention of the
Company's Secretary at the Company's principal offices at 2101 North Main
Avenue, Newton, North Carolina 28658 no later than January 27, 1998. It is
suggested that proposals be submitted by certified mail-return receipt
requested.
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the Board
of Directors intends to present or knows that others will present at the
meeting is as set forth above. If any other matter or matters are properly
brought before the meeting, or any adjournment or postponement thereof, it is
the intention of the persons named in the accompanying form of proxy to vote
the proxy on such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ J. MICHAEL GAITHER
J. Michael Gaither
Secretary
April 23, 1997
10
<PAGE> 14
APPENDIX A
RIDGEVIEW, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF RIDGEVIEW, INC.
The undersigned hereby appoints Albert C. Gaither, Hugh R. Gaither and
Walter L. Bost, Jr., and each of them, proxies, with power of substitution, to
represent the undersigned at the Annual Meeting of Shareholders of Ridgeview,
Inc. (the "Company"), to be held at 10:00 a.m., on Tuesday, May 27, 1997, at the
Newton-Conover Civic and Performance Place, 60 West Sixth Street, Newton, North
Carolina, and at any adjournments thereof, to vote the number of shares which
the undersigned would be entitled to vote if present in person in such manner as
such proxies may determine, and to vote on the following proposals as specified
below by the undersigned.
(1) Election of Directors:
<TABLE>
<S> <C>
[ ] VOTE FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary below) nominees listed below
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Albert C. Gaither Hugh R. Gaither William D. Durrant Susan Gaither Jones J. Michael Gaither
Claude S. Abernethy, Jr. George Watts Carr, III Joseph D. Hicks Charles M. Snipes
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
- --------------------------------------------------------------------------------
(2) To ratify the appointment of BDO Seidman, LLP as the Company's independent
auditors for the year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. IN THE ABSENCE OF SPECIFIED DIRECTIONS, THIS PROXY
WILL BE VOTED IN FAVOR OF THE ELECTION OF ALL NOMINEES NAMED IN THIS PROXY AND
IN FAVOR OF THE OTHER PROPOSAL LISTED IN THIS PROXY. The proxies are also
authorized to vote in their discretion upon such other matters as may properly
come before the meeting or any adjournment thereof.
If signing as attorney, administrator, executor, guardian, trustee or as a
custodian for a minor, please add your title as such. If a corporation, please
sign in full corporate name and indicate the signer's office. If a partner,
please sign in the partnership's name.
X
----------------------------------
X
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Dated: ,1997
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