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:
[ ] 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 240.14a-11(c) or 240.14a-12
BURKE MILLS, INC.
-----------------
(Name of Registrant as Specified In Its Charter)
S. Scott Womack
---------------
(Name of Person(s) Filing Proxy Statement)
Payment Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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:
Common stock
------------
2) Aggregate number of securities to which transaction
applies:
2,741,168
---------
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):
N/A
---
<PAGE>
4) Proposed maximum aggregate value of transaction:
N/A
---
[ ] 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>
BURKE MILLS, INC.
NOTICE OF SUBSTITUTE ANNUAL MEETING OF SHAREHOLDERS
1996
The 1996 substitute annual meeting of the shareholders of
Burke Mills, Inc. ("the Company") will be held at the executive
offices of the Company, 191 Sterling Street N.W., Valdese, North
Carolina, at 2:00 P.M. on Monday, July 22, 1996, for the following
purposes:
(1) To elect five directors to serve until the next
annual meeting of the shareholders and until their
successors shall be elected and shall qualify.
(2) To transact such other business as may properly come
before the meeting or any adjournments thereof.
The close of business on June 3, 1996, has been fixed as the
record date for the determination of the shareholders entitled to
notice of and to vote at said meeting.
Management hopes all shareholders can attend this meeting.
Whether or not you expect to be present, you are requested to date
and sign the enclosed proxy and return it promptly in the enclosed
envelope. The proxy will be returned to any shareholder who
attends the meeting and requests such return.
By order of the Board of Directors
Pender R. McElroy
Secretary of Burke Mills, Inc.
June 14, 1996
<PAGE>
PROXY STATEMENT
Substitute Annual Meeting of the
Shareholders of Burke Mills, Inc.
to be held July 22, 1996
---------------------------------
SOLICITATION AND REVOCATION OF APPOINTMENT OF PROXY
- ---------------------------------------------------
The enclosed appointment of proxy is solicited by the Board of
Directors of Burke Mills, Inc. ("the Company"). It is revocable
upon receipt of written notice of revocation by the Secretary of
the Company at any time before it is exercised. If the enclosed
appointment of proxy is signed and returned, the shares covered by
the appointment will be voted at the meeting (and all adjourned
sessions).
The cost of soliciting appointments of proxy will be borne by
the Company, and such costs are not expected to exceed an amount
normally expended for a solicitation for an election of directors
in the absence of a contest and costs represented by salaries and
wages of regular employees and officers, who will carry out any
solicitations to be made, which amount is not expected to exceed
$1,000.00.
The mailing address of the principal executive offices of the
Company is:
Burke Mills, Inc.
Post Office Box 190
Valdese, North Carolina 28690
The approximate date on which the proxy statements and proxy
cards are first sent or given to shareholders is June 17, 1996.
VOTING RIGHTS
- -------------
The holders of stock of the Company on June 3, 1996 are the
only shareholders entitled to notice of and to vote at the
substitute annual meeting of shareholders on July 22, 1996 and at
any adjournments thereof. On June 3, 1996 (the record date) there
were 2,741,168 shares of stock outstanding and entitled to vote.
Each share of stock is entitled to one vote.
<PAGE>
CUMULATIVE VOTING FOR DIRECTORS
- -------------------------------
Every shareholder entitled to vote for the election of
directors shall have the right to cast one vote per share
outstanding in the name of such shareholder for as many persons as
there are directors to be elected and for whose election he, she or
it has a right to vote.
If at the time of the election the stock transfer book of the
Company discloses, or it otherwise appears, that there is one
shareholder who owns or controls more than one-fourth of the voting
stock of the Company, then under North Carolina law the right of
cumulative voting shall exist. It is not management's intention to
call for cumulative voting but the right to do so is reserved. The
right of cumulative voting may be exercised by any shareholder or
proxyholder who announces in open meeting, before the voting for
directors starts, his or her intention so to vote cumulatively; the
chair shall then declare that all shares entitled to vote have the
right to vote cumulatively.
If the right of cumulative voting exists, a shareholder may
cumulate his or her votes by giving one candidate as many votes as
the number of directors to be elected multiplied by the number his
or her shares shall equal, or by distributing such votes on the
same principle among any number of such candidates.
The right of cumulative voting shall not be exercised unless
some shareholder or proxyholder announces in open meeting, before
the voting for directors starts, his or her intention so to vote
cumulatively. If such announcement is made, the chair shall
declare that all shares entitled to vote have the right to vote
cumulatively and shall thereupon grant a recess of not less than
one nor more than four hours, as the chair shall determine, or of
such period of time as is then unanimously agreed upon.
Discretionary authority to cumulate votes is solicited for the
holders of the proxies.
Discretionary authority to cumulate votes is solicited because
the right to cumulative voting exists for all shareholders under
North Carolina law. Such solicitation is fully consistent with the
purpose of North Carolina law (to enable minority shareholders to
have representation on the Board of Directors) in that the
cumulation of votes by management will not and cannot prevent
minority shareholders who own at least one-sixth of the outstanding
stock plus one share from electing one director if such
shareholders vote cumulatively.
<PAGE>
SUBSTANTIAL SHAREHOLDERS
- ------------------------
As of May 6, 1996 the following persons are the only persons
known to the Company to be the beneficial owners of more than five
percent of the common stock of the Company (the only voting
securities of the Company):
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- -------------------- --------
Common Naseus, Inc. 1,443,329 shares 52.7%
Stock Flat 72, Building 383 (Direct)
Road 1912
Manama Town 319, Bahrain
Common Humayun N. Shaikh 1,443,329 shares 52.7%
Stock Nafees Cotton Mills, Ltd. (Indirect)
Ismail Aiwan-i-Science
Shahrah-i-Jalaluddin Roomi
Lahore - 54600, Pakistan
Common Khalid A. H. Al Sagar 721,664 shares 26.3%
Stock Flat 72, Building 383 (Indirect)
Road 1912
Manama Town 319, Bahrain
United Arab Emirates
Common Hickory Industries, Inc. 270,000 shares 9.85%
Stock Box 429 (Direct)
Hickory, N.C. 28603
Common Robert E. Bell, Jr. 270,000 shares 9.85%
Stock Hickory Industries, Inc. (Indirect)
Box 429
Hickory, N.C. 28603
The shares beneficially owned by Humayun N. Shaikh are shares
owned of record by Naseus, Inc. Naseus, Inc., a Panamanian
corporation, holds 1,443,329 shares of the Company's stock as
nominee for Khalid A. H. Al Sagar. Mr. Al Sagar has sole
investment power as to 721,664 shares of the stock of the Company
owned by Naseus, Inc. Humayun N. Shaikh, who is chairman and a
director of the Company, holds the sole voting power as to the
stock of the Company owned by Naseus, Inc. and investment power as
to 721,665 shares of the stock of the Company owned by the Naseus,
Inc. Naseus, Inc. is a holding company for business interests and
does not conduct any active operations.
<PAGE>
Robert E. Bell, Jr. is the president, director and sole
shareholder of Hickory Industries, Inc. Hickory Industries, Inc.
directly owns of record 270,000 shares of the stock of the Company.
The Company is informed and believes that as of May 6, 1996
Cede & Co. held 690,207 shares of the Company (25.2%) as nominee
for Depository Trust Company, 55 Water Street, New York, New York
10004, that Cede & Co. and Depository Trust Company both disclaim
any beneficial ownership thereof, and that such shares are held for
the account of numerous other persons, no one of whom is believed
to beneficially own five percent or more of the common stock of the
Company.
ELECTION OF DIRECTORS
- ---------------------
Five directors are to be elected at the substitute annual
meeting of shareholders to be held on July 22, 1996. Directors are
to be elected to serve until the next annual meeting of
shareholders and until their successors shall be elected and shall
qualify. Absent cumulative voting, a plurality of the shares
present in person and by proxy is necessary for election of the
directors. Votes will be counted by adding the votes by proxy to
the votes cast in person. Abstentions will not be counted in favor
of or against a motion. Broker non-votes are not counted.
The enclosed proxy will be voted in favor of the election of
the following nominees as directors:
Amount (Shares)
and Nature of
Name Principal Beneficial Percent
(Age)(Year lst Elected) Occupation Ownership of Class
- ----------------------- ---------- --------------- --------
Humayun N. Shaikh Chairman of 1,443,329 52.7%
(53) (1978) the Company (Direct and
Indirect)
Richard F. Whisenant President of 4,668 0.17%
(58) (1979) the Company (Direct)
S. Scott Womack Vice President- 0 0.0%
(42) Finance of the
Company
Robert P. Huntley Chairman, 120,000 4.4%
(58) (1993) Secretary (Direct)
and Treasurer,
Timberidge Lumber
Company
Ahmed H. Shaikh CEO, Nafees Cotton 0 0.0%
(27) (1994) Mills, Ltd.
<PAGE>
All nominees except Mr. Womack are incumbents.
"Direct" ownership means ownership as record owner.
"Indirect" ownership means beneficial ownership other than as
record owner.
Mr. Humayun Shaikh serves as a director of Nafees Cotton
Mills, Ltd (engaged in synthetic yarn spinning) of Lahore,
Pakistan, and has so served for more than the past five years.
Until 1994 he was a director of Colony Textile Mills, Ltd. (engaged
in spinning and weaving of yarn and dyeing and printing of fabric)
and of National Security Insurance Co., Ltd. (engaged in the
writing of property and casualty insurance) both of Lahore,
Pakistan, and so served for more than the five years prior to 1994.
Mr. Shaikh devotes approximately half of his time to the management
of the Company. Mr. Shaikh served as President of the Company from
January 1981 until May 1992, when he became Chairman.
Mr. Whisenant, prior to becoming President of the Company in
May 1992, served as Executive Vice President from January 1981
until May 1992 and as Vice President of Manufacturing from 1978 to
1981. Prior to that time Mr. Whisenant served as plant manager and
manufacturing manager of the knit division of the Company.
Mr. Womack has been Vice President-Finance of the Company
since 1994. From 1992 to 1994, Mr. Womack was Vice President-
Finance for Tanner Companies, Inc. (manufacturer of ladies apparel)
in Rutherfordton, North Carolina. From 1988 to 1992 Mr. Womack was
Controller of Tanner Companies, Inc.
Mr. Huntley was Executive Vice President of Newton
Transportation Company, Inc., Lenoir, North Carolina, from 1986
until March 31, 1996. Newton Transportation Company, Inc. is a
long haul new furniture carrier. Mr. Huntley also serves as
Chairman, Secretary and Treasurer of Timberidge Lumber Company, a
supplier of hardwood lumber to the furniture industry. He also has
business interests in other areas including real estate, fabric and
furniture. Mr. Huntley is licensed as a certified public
accountant.
Mr. Ahmed Shaikh graduated from Brown University with a
Bachelor of Arts degree in Economics in May 1991. While in
college, Mr. Shaikh worked during the summer at Nafees Cotton Mills
and at the Company. Upon his graduation in 1991, he worked during
the summer of 1991 at the Company. Since September 1991 Mr. Shaikh
has been employed by Nafees Cotton Mills, Ltd. in a management
position, and on October 1, 1994 he became Chief Executive Officer
of this company. Mr. Shaikh is the son of Humayun Shaikh, Chairman
of the Board of the Company.
The Board of Directors of the Company met four times during
the fiscal year ended December 30, 1995. Mr. Humayun Shaikh, Mr.
Whisenant, Mr. Huntley and Mr. Bell attended all four meetings.
Mr. Ahmed Shaikh was unable to attend any of the meetings.
<PAGE>
The Board of Directors of the Company does not have standing
nominating or compensation committees or any committees performing
similar functions. Mr. Whisenant, Mr. Bell and Mr. Huntley serve
on the Board's audit committee. The committee has met once since
the beginning of the fiscal year on January 1, 1995. The duties of
the audit committee are to review the work of the Company's
auditors and to confer with the auditors on matters concerning the
annual audit.
STOCK OWNED BY OFFICERS
- -----------------------
As of May 6, 1996, the common stock of the Company (the only
class of equity securities of the Company) beneficially owned by
the chief executive officer, Humayun N. Shaikh, by the four most
highly compensated executive officers other than Mr. Shaikh, and by
all officers and director nominees as a group is as follows:
Amount (Shares)
and Nature of Percent
Name/Group Beneficial Ownership of Class
- ---------- -------------------- --------
Humayun N. Shaikh 1,443,329 52.7%
Chairman Indirect
Richard F. Whisenant 4,668 0.17%
President Direct
S. Scott Womack
Vice President-Finance 0 0.00%
Richard F. Byers 6,000 0.20%
Vice President-Sales Direct
Robert W. Downs 0 0.00%
Vice President-Operations
All officers and director 1,574,597 57.4%
nominees as a group (Direct and
(8 persons) Indirect)
EXECUTIVE OFFICERS OF THE COMPANY
- ---------------------------------
All executive officers of the Company are serving until the
annual or substitute annual meeting of directors and until their
successors have been duly elected and qualified. The current
officers of the Company, in addition to Humayun N. Shaikh and
Richard F. Whisenant, are as follows:
<PAGE>
S. Scott Womack (age 42) is Vice President-Finance and
Treasurer of the Company, having assumed that office in September
1994. Prior to that time, Mr. Womack was Vice President of Finance
at Tanner Companies, Inc., Rutherfordton, North Carolina, from 1992
to May 1994. From 1988 to 1992, Mr. Womack served as Controller
for Tanner Companies, Inc.
Richard Byers (age 56) is Vice President-Sales of the Company,
having assumed that office in December 1978. Mr. Byers served as
production control manager of the Company from 1968 to December
1978.
Maggie Simmons-Hughes (age 56) is Vice President-Human
Resources of the Company, having assumed that office in May 1991.
Ms. Hughes served as personnel manager of the Company from 1980 to
May 1991.
Robert W. Downs (age 44) is Vice President-Operations having
assumed that office in 1995. Mr. Downs was first employed by the
Company as General Manager in 1994. From 1989 to 1994, Mr. Downs
was General Manager of the thread division at Dixie Yarns Company.
Pender R. McElroy (age 55) is Secretary of the Company, having
assumed that office in April 1981. Mr. McElroy is a member of the
law firm of James, McElroy & Diehl, P.A., Charlotte, North
Carolina, legal counsel for the Company.
Michael B. Smith (age 39) is Assistant Secretary of the
Company, having assumed that office in May 1985. Mr. Smith has
been employed by the Company as a cost accountant since 1978.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
- ------------------------------------------------
All plan and non-plan compensation awarded to, earned by, or
paid to the chief executive officer, Humayun N. Shaikh, and to
Richard F. Whisenant, for the past three fiscal years is shown in
the following table:
<PAGE>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
-------------------
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)
- ----------------------------------------------------------------------------
Humayun N. Shaikh 1993 $ 84,000 0 0 0
Chairman 1994 $150,000 0 0 0
1995 $150,000 0 0 0
Richard F. Whisenant 1993 $109,000 0 0 $ 2,112
President 1994 $115,000 0 0 $12,692
1995 $115,609 0 0 $ 3,173
There is no executive officer of the Company whose total
annual salary and bonus during each of the last three fiscal years
exceeded $100,000, except for Humayun N. Shaikh and Richard F.
Whisenant. Annual compensation exceeded that figure during the
last two fiscal years for Mr. Shaikh and the last three fiscal
years for Mr. Whisenant.
The Company has no long-term compensation arrangements with
its executive officers.
For the last three fiscal years, the Company has paid Nafees
Cotton Mills, Ltd. $18,000 annually toward the expense of
maintaining and operating an office for the Company in Pakistan.
Mr. Humayun N. Shaikh is a director of Nafees Cotton Mills, Ltd.
The Company made matching contributions to its Savings and
Retirement Plan and Trust (401(k) Plan) during each of the last
three fiscal years. As a participant in that plan, Mr. Whisenant's
account was allocated a portion of each such contribution. Those
amounts are shown under "All Other Compensation" in the Summary
Compensation Table.
Directors who are employed by the Company are not compensated
for services as directors. Directors not employed by the Company
receive $500 for each Board meeting or committee meeting attended.
Mr. Humayun Shaikh receives reimbursement for actual travel
expenses incurred while travelling for the Company.
The policy of the Board of Directors for compensation of the
Chief Executive Officer and the executive officers has been and is
to compensate those officers at a level as close to what the Board
believes is competitive in the industry for companies of comparable
size and geographic location (the piedmont area of North and South
Carolina). The Board does not tie company performance to the level
of compensation of the Chief Executive Officer or the other
executive officers.
<PAGE>
Humayun N. Shaikh Richard F. Whisenant
Robert E. Bell, Jr. Robert P. Huntley
Ahmed H. Shaikh
Humayun N. Shaikh, Chairman of the Company, was indebted to
the Company for a period of time during the Company's last fiscal
year. The largest aggregate amount of indebtedness by Mr. Shaikh
to the Company outstanding at any time since the beginning of the
last fiscal year of the Company was $108,123.00. The nature of the
indebtedness was advances by the Company to Mr. Shaikh to cover
traveling and other expenses. These amounts were advanced against
Mr. Shaikh's accrued salary and expense reimbursement, and through
oversight the total of the advances reached a point in excess of
the accruals due Mr. Shaikh. No interest was charged to Mr.
Shaikh. Mr. Shaikh is not indebted to the Company as of May 15,
1996. Because of the oversight, Mr. Shaikh has determined that he
will not be receiving advances against accrued salary and expenses
from the Company in the future.
COMPARATIVE SHAREHOLDER RETURN
- ------------------------------
The graph which follows compares the yearly percentage change
in the Company's cumulative shareholder return on its common stock
with the cumulative total return of (a) all United States
companies traded on the NASDAQ stock market and (b) 34 companies
traded on the NASDAQ stock market which carry NASDAQ Standard
Industrial Classification (SIC) Code 22, being companies producing
textile mill products (which is an index published by the Center
for Research in Security Prices of the University of Chicago
Graduate School of Business, Chicago, Illinois.) A list of the 34
companies will be provided to any shareholder upon written request.
<PAGE>
[Explanation of graph for purposes of electronic filing with the
Securities and Exchange Commission. Original graph not filed
electronically.]
The performance graph shows dollar figures from $0 through
$1,000 along the left side of the graph. Along the base of the
graph, the starting point is December 31, 1990, and the graph is
divided into five main segments, each representing the years from
1990 through 1995, and each of the five segments is divided into 12
sections representing the twelve months of the year. There are
four lines on the graph:
(1) One line is a level undeviated line over the five-year period
which begins and ends at the $100 level.
(2) There is a solid line showing the total returns index for
Burke Mills, Inc.
(3) A broken line showing the total returns index for all the U.S.
companies on the NASDAQ stock market.
(4) Another broken line showing the total returns index for 34
NASDAQ stocks carrying the NASDAQ standard industrial
classification code 22.
The legend on the graph indicates as follows:
<TABLE>
Legend
<CAPTION>
CRSP Total Returns
Index for: 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
- ------------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Burke Mills, Inc. 100.0 116.7 116.7 183.3 500.0 416.7
NASDAQ Stock Market
(U.S. Companies) 100.0 160.5 186.9 214.5 209.7 296.5
NASDAQ Stocks
(SIC 2200-2299 U.S.
Companies)
Textile mill products 100.0 124.1 145.0 207.5 138.4 163.7
</TABLE>
<PAGE>
STOCK OPTIONS
- -------------
No officer or director of the Company was granted, exercised
or realized any stock appreciation rights, options, or warrants
during the fiscal year ended December 30, 1995.
DISCRETIONARY AUTHORITY
- -----------------------
The proxy being solicited confers, and the holders of each
proxy shall have, discretionary authority to vote with respect to
any of the following matters:
(1) Matters which the persons making the solicitation do not
know, a reasonable time before the solicitation, are to be
presented at the meeting.
(2) Approval of the minutes of the prior meeting but such
approval shall not amount to ratification of the action taken at
that prior meeting.
(3) The election of any person to any office for which a bona
fide nominee is named in the proxy statement and such nominee is
unable to serve or for good cause will not serve.
(4) Any proposal omitted from the proxy statement and form of
proxy pursuant to Rule 14a-8 or Rule 14a-9 of the Rules of the
Securities and Exchange Commission.
(5) Matters incident to the conduct of the meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- ------------------------------------------------
Cole, Samsel & Bernstein LLC, New York, New York, is the
independent public accounting firm for the Company and is expected
to serve in such capacity through the end of the current fiscal
year on December 28, 1996. Cole, Samsel & Bernstein LLC was the
independent public accounting firm for the Company for the fiscal
year ended December 30, 1995. A representative from Cole, Samsel
& Bernstein LLC is expected to be present at the annual
shareholders meeting. That representative will have the
opportunity to make a statement if he desires to do so and is
expected to be available to respond to appropriate questions.
FILING OF FORMS 3 AND 4
- -----------------------
To the knowledge of the Company, all directors, officers,
beneficial owners of more than ten percent of the common stock of
the Company and other persons required to so file did file on a
timely basis the reports required by Section 16(a) of the
Securities Exchange Act of 1934 on Form 3 and Form 4 during the
most recent fiscal year and prior fiscal years.
<PAGE>
PROPOSALS OF SHAREHOLDERS
- -------------------------
Any proposals of shareholders intended to be presented at the
1997 annual meeting of the shareholders, now scheduled for
May 20, 1997, must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that
meeting not later than December 19, 1996. Any such proposal must
be received at the principal executive offices of the Company.
FORM 1O-K
- ---------
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 1O-K, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995.
SUCH REQUEST SHOULD BE DIRECTED TO PENDER R. McELROY, JAMES,
McELROY & DIEHL, P.A., 600 SOUTH COLLEGE STREET, CHARLOTTE, NORTH
CAROLINA 28202.
<PAGE>
[Specimen of proxy card for purposes of electronic filing
with the Securities and Exchange Commission]
BURKE MILLS, INC.
APPOINTMENT OF PROXY
Substitute Annual Meeting of Shareholders, July 22, 1996
The undersigned shareholder hereby appoints Humayun N. Shaikh,
Chairman of the Company, and Richard F. Whisenant, President of the Company,
with full power of substitution, the lawful attorneys, agents and proxies of
the undersigned to vote all shares of Burke Mills, Inc.
held by the undersigned, cumulatively or not cumulatively, with respect to
the election of directors, at the Substitute Annual Meeting of its
shareholders to be held at 2:00 P.M. on July 22, 1996, at the executive
offices of the Company in Valdese, North Carolina, and all adjourned
sessions thereof, with all the powers the undersigned would possess if
personally present at such meeting, and upon the following matters:
1. The election of the following persons who will be nominated to
serve as directors:
Humayun N. Shaikh S. Scott Womack
Richard F. Whisenant Robert P. Huntley
Ahmed H. Shaikh
INSTRUCTIONS: You May Withhold Authority To Vote For Any Nominee By
Lining Through Or Otherwise Striking Out The Name Of Any Nominee. If You
Execute This Proxy In Such A Manner As Not To Withhold Authority To Vote For
The Election Of Any Nominee, This Proxy Shall Be Deemed To Grant Such
Authority.
2. Such other business and matters as may be brought before the
meeting or any adjournments thereof, including any matters which are not
known or anticipated a reasonable time before the solicitation.
The shares represented by this proxy will be voted as directed by the
shareholder. If the person solicited specifies that authority to vote for a
nominee for director be withheld, the shares will be voted in accordance
with such specification. If no direction is given, the shares will be
voted FOR all nominees for director. To be voted, the proxy must be
received prior to the meeting.
This Appointment of Proxy Confers Upon the Holders Discretionary
Authority To Vote On The Matters Specified In The Proxy Statement Under The
Heading "Discretionary Authority."
This Appointment of Proxy is Solicited By The Board of Directors Of
The Company.
Dated: , 1996
Signature of Shareholder
(Please Sign exactly as name appears on
this proxy. Executors, Trustees, etc.
should give full title).
