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 ss.240.14a-11(c) or ss.240.14a-12
BURKE MILLS, INC.
-----------------
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<PAGE>
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
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
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
[ ] 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:
N/A
2) Form, Schedule or Registration Statement No.:
N/A
3) Filing Party:
N/A
4) Date Filed:
N/A
<PAGE>
[Specimen of proxy card for purposes of electronic filing
with the Securities and Exchange Commission]
BURKE MILLS, INC.
APPOINTMENT OF PROXY
Annual Meeting of Shareholders, May 19, 1998
The undersigned shareholder hereby appoints Humayun N. Shaikh, Chairman
of the Board of the Company, and Charles P. McCamy, 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 Annual Meeting of its shareholders to be held at 2:00 P.M. on May 19, 1998,
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 Robert P. Huntley
Charles P. McCamy William T. Dunn
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:_______________,1998
__________________________
Signature of Shareholder
(Please Sign exactly as name appears on this proxy.
Executors, Trustees, etc. should give full title).
<PAGE>
________________________________________________________________________________
BURKE MILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
1998
________________________________________________________________________________
The 1998 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 Tuesday, May 19, 1998, 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 March 13, 1998, 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.
April 15, 1998
<PAGE>
________________________________________________________________________________
PROXY STATEMENT
________________________________________________________________________________
Annual Meeting of the
Shareholders of Burke Mills, Inc.
to be held May 19, 1998
-----------------------
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 April 17, 1998.
VOTING RIGHTS
- -------------
The holders of stock of the Company on March 13, 1998 are the only
shareholders entitled to notice of and to vote at the annual meeting of
shareholders on May 19, 1998 and at any adjournments thereof. On March 13, 1998
(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>
VOTING PROCEDURES
- -----------------
If a majority of the shares of the Company issued and outstanding are
present at the meeting in person or by proxy, a quorum will exist.
Each shareholder entitled to vote shall have the right to cast one vote
per share outstanding in the name of such shareholder (a) on the motion before
the body or (b) as to election of directors, for as many persons as there are
directors to be elected. For a motion to pass, the votes cast in favor of the
motion must exceed the votes cast against the motion. Directors are elected by a
plurality of the votes cast; the nominees with the largest number of votes will
be elected up to the maximum number of directors to be elected (which is five).
Votes by proxy will be tabulated by First Union National Bank of North
Carolina, the stock transfer agent for the Company. The votes by proxy will be
cast at the meeting by the proxy holders. Any shareholder may vote in person at
the meeting if no appointment of proxy has been made or if the appointment is
revoked. Votes will be tabulated by the secretary of the Company.
Under North Carolina law and under the articles of incorporation and
bylaws of the Company, abstentions and broker non-votes have no effect since a
majority of the votes cast will carry a motion and directors are elected by a
plurality of the votes cast.
SUBSTANTIAL SHAREHOLDERS
- ------------------------
As of March 13, 1998 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
<PAGE>
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- ----- ------------------- -------------------- --------
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. 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.
Robert E. Bell, Jr. is the president, director and majority 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 March 13, 1998 Cede &
Co. held 1,053,038 shares of the Company (38.4%) 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, except for the stock owned by Hickory Industries, Inc.
<PAGE>
ELECTION OF DIRECTORS
- ---------------------
Five directors are to be elected at the annual meeting of shareholders
to be held on May 19, 1998. Directors are to be elected to serve until the next
annual meeting of shareholders and until their successors shall be elected and
shall qualify.
The enclosed proxy will be voted in favor of the election of the
following nominees as directors:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Amount (Shares)
Name Principal and Nature of Percent Percent
(Age)(Year lst Elected) Occupation Beneficial Ownership of class of Class
- ----------------------- ---------- ------------------- --------
Humayun N. Shaikh Chairman of 1,443,329 52.7%
(55) (1978) the Company (Direct and
Indirect)
Charles P. McCamy President of 100 0.00%
(44) the Company (Direct)
William T. Dunn Retired 5,000 0.18%
(64) (1996) (Direct)
Robert P. Huntley Chairman, 120,000 4.4%
(60) (1993) Secretary (Direct)
and Treasurer,
Timberidge Lumber Co.
Hickory, N.C.
Ahmed H. Shaikh CEO, Nafees Cotton 0 0.0%
(29) (1994) Mills, Ltd.
Lahore, Pakistan
</TABLE>
All nominees except for Mr. McCamy 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 75% 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.
Charles P. McCamy (age 44) has been President and Chief Operating
Officer of the Company since September 1997. From March 1996 to September 1997,
Mr. McCamy was a sales representative for Schloss Griffin Associates, Inc.,
Charlotte, North Carolina, engaged in the marketing of knitting, dyeing and
finishing equipment. From July 1994 to March 1996, he was Executive Vice
President and Chief Operating Officer of Lida, Inc. of Charlotte, North
Carolina, a manufacturer of stretch fabrics and printed products for the women's
wear and the active wear markets. From January 1990 to July 1994, he was
President of the Knit Fabrics Division of Dixie Yarns, Inc. in Gastonia, North
Carolina, engaged in knitting and marketing fabrics. For 14 years prior to 1990,
Mr. McCamy held various management positions with West Point Pepperell, 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
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. Dunn is retired. From 1978 to 1986 Mr. Dunn was Executive Vice
President and a member of the Board of Directors of E. F. Hutton and Company,
having responsibility for trading, marketing, research and syndication of all
fixed income products to institutional clients. From 1986 to 1991 Mr. Dunn was
Senior Managing Director with Bear Stearns and Company. From 1991 until January
1995 Mr. Dunn was Managing Director of PaineWebber, Inc. In these latter two
positions, Mr. Dunn had responsibility for trading, marketing, research and
syndication of fixed income products to institutional clients in the
international market.
Mr. Ahmed Shaikh has been employed by Nafees Cotton Mills, Ltd. in a
management position since September 1991, 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 five times during the fiscal year
ended January 3, 1998. Mr. Humayun Shaikh, Mr. Whisenant, Mr. Huntley and Mr.
Dunn attended all meetings. Mr. Ahmed Shaikh was unable to attend the meetings.
The Board of Directors of the Company has two standing committees audit
and compensation. The Board has no nominating committee. Mr. Huntley and Mr.
Dunn serve on the audit committee and the compensation committee. These
committees have met once since the beginning of the fiscal year on January 4,
1998. Both members attended both meetings. 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. The duties of the compensation committee
are to review, and advise the board on, the compensation of the Chairman and
Chief Executive Officer of the Company.
STOCK OWNED BY OFFICERS
- -----------------------
As of March 13, 1998, 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%
Vice Chairman Direct
Charles P. McCamy 100 0.00%
President Direct
Thomas I. Nail 6,000 0.22%
Vice President - Finance Direct
Richard F. Byers 6,000 0.22%
Vice President-Sales Direct
All officers and director 1,580,397 57.7%
nominees as a group (Direct and
(8 persons) Indirect)
EXECUTIVE OFFICERS OF THE COMPANY
- ---------------------------------
All executive officers of the Company are serving until the next 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 Charles P. McCamy, are as follows:
Mr. Whisenant (age 60) was President of the Company from May 1992 to
September 1997. He was appointed Vice Chairman on September 16, 1997. He 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. Whisenant will retire as a director and as Vice Chairman on May 19,
1998.
Thomas I. Nail (age 50) is Vice President-Finance of the Company,
having assumed that office a second time in June 1997. From March 1994 to June
1997, Mr. Nail was Chief Financial Officer, Secretary and Treasurer of Alba
Waldensian, Inc., Valdese, North Carolina, a manufacturer of women's intimate
apparel and health products. From September 1987 to March 1994, Mr. Nail was
Vice President-Finance of the Company. Prior to 1987, Mr. Nail held accounting
and controller positions with several companies.
Richard Byers (age 58) 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 58) 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.
Pender R. McElroy (age 57) 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 41) 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:
<TABLE>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
-------------------
<S> <C> <C> <C> <C> <C>
Other Annual All Other
Name and Salary Compensation Compensation
Principal Position ($) ($) ($)
Year
________________________________________________________________________________
Humayun N. Shaikh 1995 $150,000 0 0
Chairman and CEO 1996 $150,000 0 0
1997 $150,000 $288 0
Richard F. Whisenant 1995 $115,609 $609 $ 3,173
Vice Chairman 1996 $115,000 $750 0
1997 $119,423 $1,452 $145,851
</TABLE>
<PAGE>
During 1997, Mr. Whisenant served as President and Chief Operating
Officer until September 16, 1997, when he became Vice Chairman of the Board.
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 each of the last three fiscal years for Mr. Shaikh and for
Mr.
Whisenant.
Mr. Shaikh's Other Annual Compensation represents the annual premium on his
group life insurance on the amount in excess of $50,000 of coverage.
Mr. Whisenant's Other Annual Compensation represents the personal use
of a company vehicle and the annual premium on his group life insurance on the
amount in excess of $50,000 of coverage.
Mr. Whisenant ceased his active employment with the Company on
September 16, 1997 but will remain available for consultation with management of
the Company through December 31, 1998. On January 2, 1998, the Company paid Mr.
Whisenant in advance his 1998 annual salary in the amount of $115,000.00. In
addition, the Company paid Mr. Whisenant the amount of $13,500.00 for
application toward health insurance coverage upon the expiration of his COBRA
insurance coverage. On January 2, 1998, the Company conveyed to Mr. Whisenant a
1992 Ford Taurus automobile and a 1993 Ford F-150 truck, having a combined value
of $17,351.00. These amounts are shown as "all other compensation" for 1997.
The Company made matching contributions to its Savings and Retirement
Plan and Trust (401(k) Plan) for 1995 and no matching contribution for 1996 or
for 1997. As a participant in that plan, Mr. Whisenant's account was allocated a
portion of each such contribution in 1995. That amount is shown under "All Other
Compensation" in the Summary Compensation Table.
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.
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.
Robert P. Huntley and William T. Dunn served as members of the
compensation committee of the Board during 1997. Neither was or is an officer or
employee of the Company. Effective January 1, 1998, Mr. Dunn will receive
$40,000 per year, to be paid quarterly, for consulting services to the Company
in the areas of its operations.
Charles P. McCamy, President and Chief Operating Officer of the
Company, and the Company have entered into an agreement of employment under the
terms of which Mr. McCamy receives a base salary of $150,000.00 per year and a
bonus equal to a percentage of net profit after taxes ("NPAT") for each fiscal
year of the Company. The bonus is 1% of NPAT over $1,000,000.00 and under
$2,500,000.00; 1.5% of NPAT over $2,500,000.00 and under $4,000,000.00; and, 2%
of NPAT over $4,000,000.00 and under $6,000,000.00. The employment agreement
between the Company and Mr. McCamy provides that if the Company terminates his
employment without cause, he will receive severance pay equal to twelve months
of his base salary.
The policy of the Board of Directors for compensation of the Chief
Executive Officer and the other 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.
Robert P. Huntley
William T. Dunn
Members - Compensation Committee
<PAGE>
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) 33 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 33 companies will be provided to any
shareholder upon written request.
[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 $900 along
the left side of the graph. Along the base of the graph, the starting point is
December 31, 1992, and the graph is divided into five main segments, each
representing the years from 1992 through 1997, 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 33 NASDAQ stocks
carrying the NASDAQ standard industrial classification code 22.
The legend on the graph indicates as follows:
<TABLE>
<CAPTION>
Legend
<S> <C> <C> <C> <C> <C> <C>
CRSP Total Returns
Index for: 12/31/92 12/31/93 12/31/94 12/30/95 12/29/96 12/27/97
- ------------------------- -------- -------- -------- -------- -------- --------
Burke Mills, Inc. 100.0 157.1 428.6 357.1 357.1 328.6
NASDAQ Stock Market (U.S.
Companies) 100.0 133.6 130.6 184.7 227.4 239.5
NASDAQ Stocks
(SIC 2200-2299 U.S.
Companies)
Textile mill products 100.0 167.2 111.6 132.0 177.2 222.0
</TABLE>
Notes:
A. The lines represent montly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are 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 trading day is used.
D. The index level for all series was set to $100.00 on 12/31/92.
<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 January 3, 1998.
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, and Lodi, New Jersey,
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 January 2,
1999. Cole, Samsel & Bernstein LLC was the independent public accounting firm
for the Company for the fiscal year ended January 3, 1998. 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.
PROPOSALS OF SHAREHOLDERS
- -------------------------
Any proposals of shareholders intended to be presented at the 1999
annual meeting of the shareholders, now scheduled for May 18, 1999, 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 17, 1998. 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 JANUARY 3,
1998. SUCH REQUEST SHOULD BE DIRECTED TO THOMAS I. NAIL, BURKE MILLS, INC., P.
O. BOX 190, VALDESE, NORTH CAROLINA 28690.
