<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 17, 1998
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 26, 1998 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,
Albert C. Gaither
Chairman
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 26, 1998
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 26, 1998 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 accountants for the year ending December 31,
1998; 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, 1998, 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 has been 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.
J. Michael Gaither
Secretary
April 17, 1998
<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 26, 1998, 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 of the Company's common stock (the "Common Stock") 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 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 accountants for the year ending December 31, 1998; 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
accountants 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,
1998, 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 17, 1998. 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 custodians,
<PAGE> 5
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, 1998
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 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 on the
Summary Compensation Table appearing elsewhere in this Proxy Statement; and (iv)
all executive officers and directors as a group.
Number of
Shares
Beneficially Percentage of
Name (1) Owned (1) Common Stock (1)
-------------------------------------------------------------------------
Robert E. Cline (2) 217,759 7.3%
J. Robert Gaither, Jr. (3) 188,268 6.3
Grace W. Gaither (3) 188,268 6.3
James C. Gaither (4) 184,097 6.1
Rachel C. Gaither (4) 184,097 6.1
Albert C. Gaither (5) 172,347 5.7
Ann Heafner Gaither (5) 172,347 5.7
Hugh R. Gaither (6) 68,566 2.3
Claude S. Abernethy, Jr. (7) 44,724 1.5
William D. Durrant (8) 49,488 1.6
Susan Gaither Jones (9) 36,482 1.2
Walter L. Bost, Jr. (10) 40,351 1.3
J. Michael Gaither 24,666 *
Barry F. Tartarkin (11) 8,151 *
George Watts Carr, III (12) 1,334 *
Charles M. Snipes (13) 1,334 *
Joseph D. Hicks (14) 334 *
All directors and executive
officers as a group (13 persons) 501,228 16.6%
- -----------------
(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 188,268 shares of Common Stock beneficially owned by J. Robert
Gaither, Jr. and his wife, Grace W. Gaither, 88,611 owned of record by
Mr. Gaither and 99,657 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 172,347 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, 31,036 shares are owned of record by Mrs. Gaither and
4,000 are subject to a presently exercisable option held by Mr.
Gaither.
(6) Includes 5,000 shares subject to a presently exercisable option.
(7) The address of this shareholder is 110 South College Avenue, Newton, NC
28658. Of the 44,724 shares of Common Stock beneficially owned by Mr.
Abernethy, 2,576 are owned of record by his wife, Raenelle Abernethy,
22,536 are owned by certain persons with whom Mr. Abernethy shares
voting or dispositive power and 334 are subject to a presently
exercisable option held by Mr. Abernethy.
(8) Includes 4,000 shares subject to a presently exercisable option.
(9) Includes 750 shares subject to a presently exercisable option.
(10) Includes 3,000 shares subject to a presently exercisable option.
(11) Includes 3,000 shares subject to a presently exercisable option.
(12) The address of this shareholder is 3101 North Elm Street, Greensboro,
NC 27408. Of the 1,334 shares of Common Stock beneficially owned by
this shareholder, 334 are subject to a presently exercisable option.
(13) The address of this shareholder is 23 N. Main Street, Granite Falls, NC
28630. Of the 1,334 shares of Common Stock beneficially owned by this
shareholder, 334 are subject to a presently exercisable option.
(14) The address of this shareholder is 489 Siecor Park, Hickory, NC 28601.
All shares beneficially owned are subject to a presently exercisable
option.
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 66 Chairman and Director
Hugh R. Gaither 47 President, Chief Executive Officer and Director
William D. Durrant 60 Executive Vice President and Director
J. Michael Gaither 45 Secretary and Director
Susan Gaither Jones 39 Director
Claude S. Abernethy, Jr. 70 Director
George Watts Carr, III 55 Director
Joseph D. Hicks 55 Director
Charles M. Snipes 64 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. Mr. Gaither received
3
<PAGE> 7
an undergraduate degree from Davidson College in 1956 and has been employed by
the Company since 1956. Mr. Gaither serves as a director of High Street Banking
Company, a North Carolina commercial bank. 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 an undergraduate degree from Davidson College and a masters of
business administration degree from the University of North Carolina at Chapel
Hill. During 1994 and 1995, Mr. Gaither served as Chairman of the National
Association of Hosiery Manufacturers and he presently serves as a director of
Bank of Granite Corporation. 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 January
1998, has been employed by the Company since 1976 and has been a director since
1979. From October 1995 until December, 1997, Mr. Durrant served as Executive
Vice President (Sales and Marketing). 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.
J. Michael Gaither is Senior Vice President and General Counsel of J.H.
Heafner Company, Inc., a privately owned firm located in Lincolnton, North
Carolina engaged in wholesale and retail distribution of motor vehicle tires.
Mr. Gaither, who has been a director since 1980, received an undergraduate
degree from Duke University in 1974 and a juris doctorate degree 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.
Susan Gaither Jones served as a Vice President of the Company from
January 1992 to December 1997 and was engaged principally in sales, marketing
and customer service activities related to the Company's women's hosiery
division. From 1984 until becoming a Vice President in 1992, Ms. Jones was
employed by the Company in various capacities and has been a director since
1991. She received an undergraduate degree 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.
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 an undergraduate degree from Davidson College
and a masters of business administration degree from Harvard University. From
1969 to 1997, he served as a director of Interstate/Johnson Lane, Inc., the
parent of Interstate/Johnson Lane Corporation, a registered broker-dealer firm.
Currently, Mr. Abernethy serves as a director of Air Transportation Holding
Company, an air freight company, and Wellco Enterprises, Inc., a military boot
manufacturer.
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
4
<PAGE> 8
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 and partner.
Joseph D. Hicks is the President and Chief Executive Officer and a
director of Siecor Corporation, a privately-held fiber optic cable manufacturing
company. Mr. Hicks, who has worked at Siecor Corporation since 1979, received an
undergraduate engineering degree from the University of Kentucky in 1966 and a
masters of business administration degree 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. and Ingold Company, Inc., each of which are privately-held
companies. Mr. Snipes received an undergraduate degree from Lenoir-Rhyne College
in 1958.
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.
Compensation Committee Interlocks and Insider Participation
The Board of Directors has established a Compensation Committee 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. Messrs. Abernethy, Carr and Hicks presently
serve as the members of the Compensation Committee. None of the directors who
serve as members of the Compensation Committee are current or former executive
officers of the Company.
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 $500 for
each meeting of the Board of Directors or any committee thereof attended (other
than any such committee meeting held in conjunction with a meeting of the full
board). The Company also reimburses each director for out-of-pocket expenses
incurred in attending meetings of the Board of Directors and any of its
committees.
Each outside director who qualifies as an "independent director" under
Schedule D of the Bylaws of the National Association of Securities Dealers, Inc.
("eligible directors") is eligible to participate in the Company's 1996 Stock
Option Plan for Outside Directors (the "Directors Plan"). Under the Directors
Plan, each new eligible director is granted an option to purchase 500 shares of
Common Stock at the fair market value on the date of his or her initial election
to the Board of Directors. On each anniversary of an eligible director's
election to the Board of Directors, he or she is automatically granted an option
to purchase 500 shares of Common Stock at the then fair market value. Options
granted under the Directors Plan are nonqualified stock options, vest in three
equal installments on each anniversary of the option grant and expire 10 years
from the date of grant.
5
<PAGE> 9
Compensation of Executive Officers
The following table summarizes all compensation paid to the Company's
five most highly compensated executive officers (the "Named Executive
Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Securities
Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options # Compensation(*)
- ---------------------------------- ------ ---------- --------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
1997 204,000 18,300 5,000 3,591
Hugh R. Gaither 1996 204,000 54,112 --- 6,726
President and Chief Executive 1995 180,000 18,912 --- 7,882
Officer
1997 130,000 12,874 4,000 14,847
Albert C. Gaither 1996 130,000 35,773 --- 13,698
Chairman 1995 168,000 18,573 --- 14,011
1997 180,000 16,818 4,000 9,844
William D. Durrant 1996 180,000 48,572 --- 11,163
Executive Vice President 1995 166,000 18,899 --- 10,216
Walter L. Bost, Jr. 1997 132,000 9,508 3,000 2,928
Executive Vice President and Chief 1996 132,000 32,465 --- 2,575
Financial Officer 1995 108,000 7,740 --- 2,104
Barry F. Tartarkin 1997 143,250 7,587 3,000 3,185
Executive Vice President - Sales 1996 120,000 7,652 --- 2,579
and Marketing 1995 97,800 26,228 --- 1,858
</TABLE>
- ----------
* All other compensation paid in 1997 consists of the following: (i) the
amount for Albert C. Gaither includes $2,485 which represents the
present value of the imputed interest for premiums paid by the Company
under a split-dollar life insurance arrangement; (ii) the amounts for
Hugh R. Gaither, Albert C. Gaither and Messrs. Durrant, Bost and
Tartarkin include $2,091, $10,275, $7,469, $813 and $907, respectively,
representing the dollar value of term life insurance premiums paid by
the Company during 1997; and (iii) the amounts for Hugh R. Gaither,
Albert C. Gaither and Messrs. Durrant, Bost and Tartarkin also include
contributions made by the Company to the Company's 401(k) Plan in the
amounts of $1,500, $2,087, $2,375, $2,115, and $2,278, respectively.
6
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
General
The compensation of the Company's executive officers is determined by
the compensation committee of the Board of Directors (the "Committee"). The
members of the Committee are the three directors whose names are set forth at
the end of this report, none of whom is an employee or officer of the Company.
The objective of the Company's executive compensation program is to attract,
motivate, reward and retain qualified executives. The program is designed to
establish competitive compensation levels and to focus and direct the efforts of
key executives toward achieving specific profitability goals. In 1997, the
program consisted of four principal components: base salary, incentive cash
bonuses, longevity cash bonuses and long-term incentive compensation, generally
paid in the form of stock options.
Base Salary
Each of the Company's executive officers receives a base salary that is
typically adjusted annually to reflect changes in market conditions, the
Company's performance and individual responsibilities. To assess market
conditions, the Committee reviews an annual survey of compensation information
for companies of comparable size and industry type, but does not use a specific
formula to relate the executive officers' base salary and incentive cash bonuses
to the data reported in the survey. Although there is no overlap between the
companies included in this survey and the companies included in the industry
index used in the Performance Graph on page 9 of this Proxy Statement, the
Committee believes that the survey accurately reflects the market in which the
Company competes for experienced executives. The base salary of an executive
officer (other than the Chief Executive Officer) is determined on the basis of a
subjective review of his or her performance by the Chief Executive Officer and
the attainment of business and financial objectives, with no specified weight
being given to any of these factors. In 1997, the base salaries of executive
officers (except the Chief Executive Officer) ranged from 47% to 88% of the
Chief Executive Officer's base salary. No changes were made in the base salaries
for the Company's executive officers for 1997. The base salary of Mr. Tartarkin
was increased, however, from $120,000 to $143,250 to reflect the significant
increase in responsibilities arising from his promotion during the year to
Executive Vice President -- Sales and Marketing.
Incentive Cash Bonus Awards
To reward superior performance and contributions made by key
executives, the Company awards incentive cash bonuses annually based on overall
Company financial performance. The target bonus under this program for 1997 was
50% of an executive's annual base salary. Potential bonuses ranging from 25% to
150% of the applicable target bonus were payable on a sliding scale based upon
the achievement by the Company of specific profitability goals. For 1997, the
Company paid no incentive cash bonuses to executive officers because it did not
meet the specified financial performance goals.
Longevity Cash Bonus Awards
The Company pays longevity cash bonus awards annually to all full-time
employees, including executive officers, pursuant to a specific formula based
upon the number of years the employee has been with the Company. This program
has been a component of the Company's compensation program for
7
<PAGE> 11
over 25 years. In 1997, the Company paid longevity bonuses totaling $326,043,
including $65,087 in longevity bonuses paid to executive officers.
Omnibus Stock Plan
Pursuant to the Company's Omnibus Stock Plan (the "Omnibus Plan"), the
Committee may award executive officers and key employees incentive stock
options, nonqualified stock options, stock appreciation rights, restricted
stock, performance awards or other stock-based awards. In March 1997, the
Committee granted incentive stock options to substantially all of the Company's
salaried employees. The Committee made these grants upon the recommendation of
the Chief Executive Officer based on his subjective evaluation of each
individual's performance during the year ended December 31, 1996, including a
recommendation respecting options to be granted to himself. The Committee
granted options to purchase a total of 53,200 shares of Common Stock, including
options to purchase 25,000 shares awarded to executive officers. These options
have an exercise price of $7.50 (fair market value on the date of grant), are
immediately exercisable and have a 10-year term. In March 1997, the Chief
Executive Officer submitted his recommendations for grants to be made in early
1998 with respect to performance for the year ended December 31, 1997. The
Committee approved these grants, subject to the Company's attainment of
specified profitability goals. These grants were not made because the goals
specified for 1997 were not met.
Compensation of the Chief Executive Officer
The Committee determines the base salary of the Chief Executive Officer
based upon a subjective review of his performance and the attainment of business
and financial goals by the Company, with no specific weight being given to any
of these factors. As discussed above, the Committee reviews an annual survey of
compensation information for companies of comparable size and industry type, but
does not use a specific formula to relate the executive officers' base salary
and incentive cash bonus to the data reported in the survey. No change in the
Chief Executive Officer's base salary was made for 1997. The Committee reached
its decision not to award an incentive cash bonus to the Chief Executive Officer
for 1997 in the same manner as described above for other executive officers. The
only bonus paid to the Chief Executive Officer for 1997 was a longevity cash
bonus, which is determined pursuant to the same formula used for all employees.
The option grant made to the Chief Executive Officer in March 1997 was made
pursuant to the Omnibus Plan in the same manner as described above for other
executive officers.
Deductibility of Certain Executive Compensation
Under federal tax law, certain non-performance based executive
compensation which is in excess of $1.0 million is not deductible by the
Company. During 1997, no executive officer of the Company received compensation
in excess of this limit, and, at this time, the Committee does not expect that
any executive officer of the Company will receive compensation in excess of this
limit during 1998. Accordingly, no formal policy with respect to the tax
deductibility of executive compensation has been adopted by the Committee.
Compensation Committee
Claude S. Abernethy, Jr.
George Watts Carr, III
Joseph D. Hicks
8
<PAGE> 12
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 should not be
considered indicative of future shareholder returns.
[graph]
<TABLE>
<CAPTION>
Legend
Index 11/1/96 12/31/96 6/30/97 12/31/97
- ----------------------------------- ------- -------- ------- --------
<S> <C> <C> <C> <C>
Ridgeview, Inc. 100.0 92.2 95.3 78.1
Nasdaq Stock Market (US Companies) 100.0 106.1 118.7 130.2
Peer Group Index 100.0 103.6 111.2 111.4
</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.
D. The index level for all series was set to $100.0 November 1, 1996.
9
<PAGE> 13
Salary Continuation Agreements
The Company has entered into salary continuation agreements with each
of the Named Executive Officers and Susan Gaither Jones, a director who is a
former executive officer of the Company. For Ms. Jones and 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. The annual benefit that currently
would be payable under these agreements to Hugh R. Gaither, Messrs. Durrant,
Bost and Tartarkin or their beneficiaries would be $122,400, $108,000, $79,200
and $85,950, 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.
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 through 2007, 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.
10
<PAGE> 14
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as the independent
accountants to audit the financial statements of the Company for the year ending
December 31, 1998. 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 accountants for the year ending December 31, 1998.
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, 1997 except Hugh R. Gaither and J. Michael
Gaither each failed to file on a timely basis one report covering a single
transaction.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
A shareholder intending to present a proposal at the 1999 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, 1999. 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
J. Michael Gaither
Secretary
April 17, 1998
11
<PAGE> 15
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 26, 1998, 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>
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
(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
accountants for the year ending December 31, 1998.
[ ] 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
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X
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Dated: , 1998
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