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
1) Title of each class of securities to which transaction applies:
N/A
<PAGE>
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>
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BURKE MILLS, INC.
NOTICE OF SUBSTITUTE ANNUAL MEETING OF SHAREHOLDERS
2000
===============================================================================
The 2000 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 10,
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 June 6, 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.
June 6, 2000
<PAGE>
===============================================================================
PROXY STATEMENT
Substitute Annual Meeting of the
Shareholders of Burke Mills, Inc.
to be held July 10, 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 June 12, 2000.
VOTING RIGHTS
-------------
The holders of stock of the Company on June 6, 2000 are the only
shareholders entitled to notice of and to vote at the substitute annual meeting
of shareholders on July 10, 2000 and at any adjournments thereof. On June 6,
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.
<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 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 May 18, 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 52.07%
Stock Flat 72, Building 383 (Direct)
Road 1912
Manama Town 319, Bahrain
Common Humayun N. Shaikh 1,443,329 shares 52.07%
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 Hickory Industries, Inc. 270,000 shares 09.85%
Stock Box 429 (Direct)
Hickory, N.C. 28603
Common Robert E. Bell, Jr. 270,000 shares 09.85%
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 May 18, 2000 Cede & Co.
held 1,081,476 shares of the Company (39.5%) 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 substitute annual meeting of
shareholders to be held on July 10, 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> <C>
Amount (Shares)
and Nature of
Principal Beneficial Percent
Name Occupation Ownership -------
---- ---------- of Class
---------
(Age) (Year lst Elected)
Humayun N. Shaikh Chairman of 1,443,329 52.07%
(57) (1978) the Company (Direct and Indirect)
Thomas I. Nail President of 6,800 00.25%
(52) (2000) the Company (Direct)
William T. Dunn Retired 7,000 00.25%
(66) (1996) (Direct)
Robert P. Huntley Chairman, 120,000 04.04%
(62) (1993) Secretary (Direct)
and Treasurer,
Timberidge Lumber Co.
Hickory, N.C.
Aehsun Shaikh Director, 0 00.00%
(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.
Thomas I. Nail (age 52) was appointed on May 15, 2000 and now serves as
President and Chief Operating Officer of the Company. Prior to that time, Mr.
Nail was 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. Mr. Nail was elected to the Board of Directors of the Company
on May 15, 2000 to fill the vacancy created by the resignation of Charles P.
McCamy on May 15, 2000.
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, 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 May 18, 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 three 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
of Class
Name/Group Beneficial Ownership
----------- -------------------- ---------
Humayun N. Shaikh 1,443,329 52.07%
Chairman and CEO Indirect
Thomas I. Nail 6,800 0.25%
President and COO Direct
Richard F. Byers 6,000 0.22%
Vice President-Sales Direct
Michael B. Smith 100 ---
Assistant Secretary Direct
All officers and director 1,456,229 57.7%
nominees as a group (Direct and Indirect)
(4 persons)
</TABLE>
As of May 18, 2000, there were only four executive officers of the
Company.
Charles P. McCamy, President and Chief Operating Officer of the Company
from September 1997 until May 15, 2000, directly owns 10,100 shares (0.37%) of
the Company's common stock as of May 18, 2000.
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 Thomas I. Nail, are as follows:
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.
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:
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
--------------------
<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)
------------------ ---- --------- ------ ----------- ------------
1997 $150,000 0 $288 0
Humayun N. Shaikh 1998 $210,000 0 $450 0
Chairman and CEO 1999 $210,000 0 $354 0
1997 $ 43,269 $12,500 $ 71 0
Charles P. McCamy 1998 $150,000 0 $450 0
President and COO 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 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 Charles A. McCamy and Mr. Nail.
Mr. McCamy joined the Company in September 1997 and resigned May 15,
2000. 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.
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 total
$51,000 in 1999. During 2000 - March 28, 2000, the Company has purchased
approximately $287,000 in yarn from Nafees. 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. 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>
<S>
<C> <C> <C> <C> <C> <C> <C>
Legend
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).
<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 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 substitute 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, 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 2001
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.
<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 10, 2000
The undersigned shareholder hereby appoints Humayun N. Shaikh, Chairman
of the Board of the Company, and Thomas I. Nail, 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 10, 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
Thomas I. Nail 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).
