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 Section 240.14a-11(c) or
Section 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.
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
- --------------------------------------------------------------------------------
BURKE MILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2000
- --------------------------------------------------------------------------------
The 2000 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 16, 2000, 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 April 7, 2000 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 17, 2000
-------------------------------
PROXY STATEMENT
-------------------------------
Annual Meeting of the
Shareholders of Burke Mills, Inc.
to be held May 16, 2000
---------------------------------
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 $5,000.00.
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 19, 2000.
VOTING RIGHTS
- -------------
The holders of stock of the Company on April 7, 2000 are the only
shareholders entitled to notice of and to vote at the annual meeting of
shareholders on May 16, 2000 and at any adjournments thereof. On April 7,2000
(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.
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 each nominee
for each directorship to be filled. 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, 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 14, 2000 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):
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C>
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
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- --------
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
</TABLE>
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. Naseus, Inc. is a holding company
for business interests and does not conduct any active operations. Mr. Humayun
Shaikh is the owner of all the stock of Naseus, Inc.
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 14,2000 Cede &Co.
held 1,078,076 shares of the Company (39.3%) 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.
ELECTION OF DIRECTORS
- ---------------------
Five directors are to be elected at the annual meeting of shareholders
to be held on May 16, 2000. 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)
and Nature of
Name Principal Beneficial Percent
(Age)(Year lst Elected) Occupation Ownership of Class
- ----------------------- ----------- --------------- --------
Humayun N. Shaikh Chairman of 1,443,329 52.07%
(57) (1978) the Company (Direct and Indirect)
Charles P. McCamy President of 10,100 0.37%
(46) (1998) the Company (Direct)
William T. Dunn Retired 7,000 0.25%
(66) (1996) (Direct)
Robert P. Huntley Chairman, 120,000 4.04%
(62) (1993) Secretary (Direct)
and Treasurer,
Timberidge Lumber Co.
Hickory, N.C.
Aehsun Shaikh Director, 0 0.00%
(27) (1999) Nafees Cotton Mills, Ltd. and
Legler- Nafees Denim Mills, Ltd.
Lahore, Pakistan
</TABLE>
All nominees 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 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 Timber Ridge Lumber
Company, Inc. 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. Aehsun Shaikh is a director(a management position) of Nafees Cotton
Mills, Ltd. since 1993 and of Legler-Nafees Denim Mills, Ltd. since 1999.
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 January 1, 2000. All members of the board attended three of
the meetings. Mr. McCamy, Mr. Dunn and Mr. Aehsun Shaikh attended the remaining
meeting.
BOARD COMMITTEES
- ----------------
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 met once during the last fiscal year. 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 and the other executive officers of the Company.
The Audit Committee did review and discuss with management the
audited financial statements of the Company for the fiscal year ended January
2, 1999. As to the audited financial statements of the Company for the fiscal
year ended January 1,2000, since those financial statements were issued, the
Audit Committee has not met to review and discuss those statements with
management; such review and discussion is anticipated to take place on the date
of the annual meeting of directors of the Company on May 16, 2000.
The Audit Committee has discussed with the independent auditors of the
Company the matters required to be discussed by SAS 61, as may be modified or
supplemented.
The Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), as may be modified or supplemented,
and has not discussed with the independent accountant the independent
accountant's independence.
Based on the review and discussions specified above, the Audit
Committee recommended to the Board of Directors of the Company that the audited
financial statements be included in the Company's annual report on Form 10-K
for the fiscal year ended January 2, 1999.
Robert P. Huntley
William T. Dunn
Members-Audit Committee
The Board of Directors of the Company has not adopted a written charter
for the Audit Committee but expects to do so not later than June 14, 2000.
Management believes that the members of the Audit Committee of the
Company are independent as defined by Rule 4200(a)(15) of the National
Association of Securities' Dealers listing standards.
STOCK OWNED BY OFFICERS
- -----------------------
As of March 14, 2000, 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:
<TABLE>
<CAPTION>
<S>
<C> <C> <C>
Amount (Shares)
and Nature of Percent
Name/Group Beneficial Ownership of Class
- ----------- -------------------- ---------
Humayun N. Shaikh 1,443,329 52.07%
Chairman Indirect
Charles P. McCamy 10,100 0.37%
President Direct
Thomas I. Nail 6,800 0.25%
Vice President - Finance Direct
Richard F. Byers 6,000 0.22%
Vice President-Sales Direct
Jack M. Briggs 0 0.00%
Vice President-Manufacturing
All officers and director 1,593,329 57.07%
nominees as a group (Direct and
(9 persons) Indirect)
</TABLE>
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:
Thomas I. Nail (age 52) 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 F. Byers (age 60) 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.
Jack M. Briggs(age 49)is Vice President-Manufacturing of the Company,
having assumed that office in September 1998. Mr. Briggs served as Technical
Director of the Company from September 1996 to January 1998 and as Director of
Manufacturing from January 1998 to September 1998. Prior to September 1996,
Mr. Briggs was a consultant to the textile industry, specializing in
dyeing and finishing from February 1995 to September 1996, and with Sara Lee
Corporation in a number of different positions related to dyeing and finishing,
including Director of Textiles for Champion Products, a division of Sara Lee
Corporation, from 1990 to 1995.
Pender R. McElroy (age 59) 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 43) 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 Charles P. McCamy and
Thomas I. Nail for the past three fiscal years is shown in the following table:
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
-------------------
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)
- ---------------------------------------------------------------------------------------------------------------
Humayun N. Shaikh 1997 $150,000 0 $288 0
Chairman and CEO 1998 $210,000 0 $450 0
1999 $210,000 0 $354 0
Charles P. McCamy 1997 $ 43,269 $12,500 $ 71 0
President and COO 1998 $150,000 0 $450 0
1999 $150,000 $0 $498 0
Thomas I. Nail 1997 $ 50,024 0 $567 0
Vice President-Finance and 1998 $103,000 0 $933 0
CFO 1999 $103,000 $0 $894 0
</TABLE>
There is no current executive officer of the Company whose total annual
salary and bonus exceeded $100,000 for the last completed fiscal year, except
for Humayun N.Shaikh, Charles P. McCamy and Thomas I. Nail.Annual compensation
exceeded that figure during each of the last three fiscal years for Mr. Shaikh
and during 1998 and 1999 for Mr. McCamy and Mr. Nail. Mr.McCamy joined the
Company in September 1997, and Mr. Nail rejoined the Company in July 1997.
The category of Other Annual Compensation for Mr.Shaikh and Mr. McCamy
represents the annual premium on group life insurance for each of them on the
amount in excess of $50,000 of coverage and the nonbusiness portion of use of
a company owned automobile.
The Company has no long-term compensation arrangements with its
executive officers.
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 traveling for the
Company.
Robert P. Huntley and William T. Dunn served as members of the
Compensation Committee of the Board during 1999. Neither was or is an officer
or employee of the Company.
Mr. Dunn received $40,000 from the Company, paid quarterly, in 1999
for consulting services to the Company in the areas of its operations. At the
present time the Company has no arrangement with Mr.Dunn in this regard for
2000.
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).Except for Mr. McCamy's
bonus arrangement, 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
TRANSACTIONS WITH RELATED PARTIES
- ---------------------------------
The Company pays Nafees Cotton Mills, Ltd. (Nafees) $24,000 annually
toward the expense of maintaining and operating an office for the Company in
Pakistan. The Company purchases yarn from Nafees. Such yarn purchases
totaled $51,000 in 1999. During 2000, as of March 28, 2000, the Company has
placed orders for and received delivery from Nafees of approximately $287,000
of yarn. As of March 28, 2000, it is not known whether the Company will
purchase additional yarn from Nafees, although such purchases could
reasonably be anticipated if the Company receives orders for its products
requiring the use of Nafees yarn. Mr.Humayun N.Shaikh and Mr. Aehsun Shaikh are
directors of Nafees Cotton Mills, Ltd., and Mr. Humayun N. Shaikh and his
family control a majority of the stock of Nafees.
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)28 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 28 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 $600 along
the left side of the graph. Along the base of the
graph, the starting point is December 30, 1994, and the graph is divided into
five main segments, each representing the years from 1994 through 1999, 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 28 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> <C>
CRSP Total Returns
Index for: 12/30/94 12/29/95 12/27/96 1/2/98 12/31/98 12/31/99
- ------------------ -------- -------- --------- ------ -------- --------
Burke Mills, Inc. 100.0 83.3 83.3 77.5 73.3 47.9
NASDAQ Stock Market (U.S.
Companies) 100.0 141.3 174.1 214.5 300.4 556.0
NASDAQ Stocks
(SIC 2200-2299 U.S.
Companies)
Textile mill products 100.0 118.2 158.8 229.6 212.6 191.1
</TABLE>
Notes:
A. The lines represent monthly 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 12/30/94.
E. Each date represents the last trading day closest to the end of the
fiscal year of the company (the Saturday nearest December 31).
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 1, 2000.
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
- ------------------------------------------------
It has been the custom of the Company for the Board of Directors to
select the independent public accounting firm for the Company each year at
its annual meeting following the annual meeting of shareholders. Therefore,
no accounting firm is being recommended to or selected at this annual meeting
of shareholders. Cole, Samsel & Bernstein LLC, New York, New York, and Lodi,
New Jersey, is the independent public accounting firm for the Company. Cole,
Samsel & Bernstein LLC was the independent public accounting firm for the
Company for the fiscal year ended January 1, 2000. It is expected that a
representative from Cole, Samsel & Bernstein LLC will 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------
To the knowledge of the Company, except as stated, all directors,
officers and 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.
PROPOSALS OF SHAREHOLDERS
- -------------------------
Any proposals of shareholders intended to be presented at the 2000
annual meeting of the shareholders, now scheduled for May 15, 2001, 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 31, 2000. Any
such proposal must be received at the principal executive offices of the
Company.
FORM 10-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 1, 2000. SUCH REQUEST SHOULD BE DIRECTED TO THOMAS I.NAIL,
BURKE MILLS, INC., P. O. BOX 190, VALDESE, NORTH CAROLINA 28690.
[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 16, 2000
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 16, 2000, 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
Aehsun 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:________________________________, 2000
_______________________________________
Signature of Shareholder
(Please Sign exactly as name appears on this proxy.
Executors, Trustees, etc. should give full title).
