<PAGE> 1
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Dixie Yarns, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Witt, Gaither & Whitaker, P.C.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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
on the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
DIXIE YARNS, INC.
1100 SOUTH WATKINS STREET
CHATTANOOGA, TENNESSEE 37404
(615) 698-2501
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Dixie Yarns, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Dixie
Yarns, Inc., a Tennessee corporation (the "Company"), will be held at the
Company's general office, 1100 South Watkins Street, Chattanooga, Tennessee
37404, on May 5, 1994, at 10:00 a.m., Eastern Daylight Time, for the purpose of
considering and acting upon the following:
1. Election of nine individuals to the Board of Directors for a term of one
year each; and
2. Such other business as may properly come before the Annual Meeting of
Shareholders, or any adjournment or adjournments thereof.
Only shareholders of record of the Common Stock and Class B Common Stock at
the close of business on March 11, 1994 (the "Record Date"), are entitled to
notice of, and to vote at, the Annual Meeting of Shareholders or any adjournment
thereof. A list of shareholders will be available for inspection by shareholders
at least ten days prior to the meeting at the general office of the Company as
shown above.
By Order of the Board of Directors
Daniel K. Frierson
Chairman of the Board
Chattanooga, Tennessee
Dated: March 31, 1994
PLEASE READ THE ATTACHED MATERIAL CAREFULLY AND COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES OF COMMON STOCK AND CLASS B COMMON
STOCK WILL BE REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON, SHOULD YOU SO DESIRE.
<PAGE> 3
DIXIE YARNS, INC.
1100 SOUTH WATKINS STREET
CHATTANOOGA, TENNESSEE 37404
(615) 698-2501
---------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1994
---------------------
PROXY STATEMENT
---------------------
INTRODUCTION
This Proxy Statement, the accompanying form of proxy (the "Proxy"), and the
Notice of Annual Meeting of Shareholders (collectively the "Proxy Material") are
being furnished by the Board of Directors of Dixie Yarns, Inc., a Tennessee
corporation (the "Company"), in connection with the solicitation of proxies by
the Company to be voted at the Annual Meeting of Shareholders to be held at the
Company's general office, 1100 South Watkins Street, Chattanooga, Tennessee
37404 on May 5, 1994, at 10:00 a.m., Eastern Daylight Time, and at any
adjournment or adjournments thereof (the "Annual Meeting"), for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. It is
contemplated that this Proxy Material will be mailed on or about March 31, 1994,
to the shareholders of record of the Company's Common Stock and Class B Common
Stock as of the close of business on March 11, 1994 (the "Record Date").
At the Annual Meeting, holders of the Company's Common Stock, $3.00 par
value per share ("Common Stock"), and Class B Common Stock, $3.00 par value per
share ("Class B Common Stock"), will be asked to: (i) elect nine individuals to
the Board of Directors for a term of one year each and (ii) transact any other
business that may properly come before the meeting.
The Board of Directors recommends that the Company's shareholders vote FOR
the election of the nine nominees for director.
RECORD DATE, VOTE REQUIRED, AND RELATED MATTERS
The Board has fixed the close of business on March 11, 1994, as the Record
Date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting. Each outstanding share of Common Stock is entitled to
one vote, and each outstanding share of Class B Common Stock is entitled to 20
votes, exercisable in person or by properly executed Proxy, on each matter
brought before the Annual Meeting. There are no outstanding shares of the
Company's Class C Common Stock. Cumulative voting is not permitted. As of March
11, 1994, 11,521,733 shares of Common Stock, representing 11,521,733 votes, were
held by approximately 6,200 shareholders (including an estimated 4,700
shareholders whose shares are held in nominee names), and 735,228 shares of
Class B Common Stock, representing 14,704,560 votes, were held by 19 individual
shareholders, together representing an aggregate of 26,226,293 votes.
Shares represented at the Annual Meeting by properly executed Proxy will be
voted in accordance with the instructions indicated therein unless such Proxy
has previously been revoked. If no instructions are indicated, such shares will
be voted FOR electing the Board of Directors' nine nominees for director as set
forth in this Proxy Statement.
<PAGE> 4
Any Proxy given pursuant to this solicitation may be revoked at any time by
the shareholder giving it by delivering to the Secretary of the Company a
written notice of revocation bearing a later date than the Proxy, by submitting
a later-dated, properly executed Proxy, or by revoking the Proxy and voting in
person at the Annual Meeting. Attendance at the Annual Meeting will not, in and
of itself, constitute a revocation of a Proxy. Any written notice revoking a
Proxy should be sent to Dixie Yarns, Inc., P.O. Box 751, Chattanooga, Tennessee
37401, Attention: Starr T. Klein, Secretary.
The persons designated as proxies were selected by the Board of Directors
and are: Daniel K. Frierson, James H. Martin, Jr., and Robert J. Sudderth, Jr.,
directors of the Company. Daniel K. Frierson is Chairman of the Board,
President, and Chief Executive Officer of the Company.
The cost of solicitation of Proxies will be borne by the Company.
The presence, in person or by Proxy, of the holders of a majority of the
aggregate outstanding vote of Common Stock and Class B Common Stock entitled to
vote is necessary to constitute a quorum at the Annual Meeting for acting on the
election of directors. The affirmative vote of a plurality of the total votes
eligible to be cast that are represented in person or by Proxy at the Annual
Meeting is required to elect the Board of Directors' nominees.
The Board is not aware of any other matter to be brought before the Annual
Meeting for a vote of shareholders. If, however, other matters are properly
presented, Proxies representing shares of Common Stock and Class B Common Stock
will be voted in accordance with the best judgment of the proxyholders on such
other matters. Abstentions and broker non-votes (other than in respect of shares
subject to proxies given pursuant to this solicitation) will not be counted as
affirmative votes.
A copy of the Company's Annual Report for the year ended December 25, 1993,
is enclosed herewith.
PRINCIPAL SHAREHOLDERS
Shareholders of record of the Common Stock and Class B Common Stock on the
Record Date will be entitled to vote at the Annual Meeting. The number of shares
of Common Stock and Class B Common Stock outstanding and entitled to vote on
March 11, 1994, was 11,521,733, having one vote per share (representing
11,521,733 votes) and 735,228, having twenty votes per share (representing
14,704,560 votes), respectively, for a total of 26,226,293 votes. Messrs. Daniel
K. Frierson, T. Cartter Frierson, Paul K. Frierson, James W. Frierson, and J.
Burton Frierson, III, collectively have the power to direct 15,612,846 votes
(944,046 shares of Common Stock and 733,440 shares of Class B Common Stock),
representing 59.5% of the total vote.
Under the rules of the Securities and Exchange Commission, and for the
purposes of the disclosures being made herein, a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting power,"
which includes the power to vote or to direct the voting of such security, or
"investment power," which includes the power to dispose or to direct the
disposition of such security; or if a person has the right to acquire either
voting power or investment power over such security through the exercise of an
option or conversion of another security within 60 days. Under these rules, more
than one person may be deemed to be a beneficial owner of the same securities.
2
<PAGE> 5
The following table sets forth certain information with respect to those
persons known to the Company to be the beneficial owners of more than five
percent (5%) of the Common Stock or Class B Common Stock as of the Record Date:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY % OF
OF BENEFICIAL OWNER TITLE OF CLASS OWNED(1) CLASS
- ------------------------------------- ---------------------- -------------------- -----
<S> <C> <C> <C>
Daniel K. Frierson
111 East and West Road Common Stock 498,486(2) 4.31%
Lookout Mountain, TN 37350 Class B Common Stock 661,440(3) 89.96%
Paul K. Frierson
606 Fleetwood Drive Common Stock 80,150(4) *
Lookout Mountain, TN 37350 Class B Common Stock 251,373(5) 34.19%
T. Cartter Frierson
1103 Tinker Bell Lane Common Stock 402,840(6) 3.5%
Lookout Mountain, GA 30750 Class B Common Stock 182,052(7) 24.82%
James W. Frierson
10704 Alloway Drive Common Stock 28,808(8) *
Potomac, MD 20854 Class B Common Stock 94,069(7) 12.79%
Prudential Insurance Company
4 Gateway Plaza, 7th Floor
100 Mulberry Street Common Stock 1,049,170(9) 9.11%
Newark, NJ 07102 Class B Common Stock -0- --
SunTrust Bank, Inc.
25 Park Place Common Stock 936,472(10) 8.13%
Atlanta, GA 30303 Class B Common Stock -0- --
David L. Babson & Company, Inc.
One Memorial Drive Common Stock 829,029 7.2%
Cambridge, MA 02142 Class B Common Stock -0- --
</TABLE>
- ---------------
* Percentage of shares beneficially owned does not exceed 1% of the Class.
(1) The Class B Common Stock is convertible on a share-for-share basis into
shares of Common Stock. Information presented in this table as to the
number of shares of Common Stock beneficially owned and the percent of
class does not give effect to the possible conversion of shares of Class B
Common Stock into shares of Common Stock.
(2) Includes (i) 77,238 shares of Common Stock as to which Mr. Frierson has
sole investment and sole voting power; (ii) options to acquire 53,012
shares of Common Stock; (iii) 71,502 shares of Common Stock owned directly
by Rowena K. Frierson but subject to a general power of attorney granted to
Daniel K. Frierson and T. Cartter Frierson; (iv) 174,588 shares of Common
Stock owned by the "Dixie Yarns, Inc. Defined Contribution Plan" for which
Daniel K. Frierson and Robert J. Sudderth, Jr. are fiduciaries and for
which American National Bank & Trust Company of Chattanooga ("ANB") serves
as trustee. (See note 10 for a description of the affiliation between ANB
and SunTrust Bank, Inc.); and (v) 122,146 shares of Common Stock owned by
Mr. Frierson's wife and children and as to which he shares voting and
investment power.
(3) Includes (i) 105,072 shares of Class B Common Stock owned by Mr. Frierson's
wife and children and as to which he shares investment and voting power and
(ii) 556,368 shares of Class B Common Stock held pursuant to a shareholder
agreement under which Daniel K. Frierson has been granted a proxy to vote
such shares, which expires October 2005. The proxy is terminable under
certain limited circumstances prescribed in the shareholder agreement. The
shareholder agreement is between the Estate of J. Burton Frierson, the wife
of J. Burton Frierson (Rowena K. Frierson), and the five sons of J. Burton
and Rowena K. Frierson (Daniel K. Frierson; Paul K. Frierson; T. Cartter
Frierson; James W.
3
<PAGE> 6
Frierson; and J. Burton Frierson, III). The 556,368 shares of Class B
Common Stock subject to the shareholder agreement include: (a) 170,500
shares of Class B Common Stock owned directly by Daniel K. Frierson; (b)
94,069 shares of Class B Common Stock owned directly by Paul K. Frierson;
(c) 15,678 shares of Class B Common Stock owned directly by T. Cartter
Frierson; (d) 94,069 shares of Class B Common Stock owned directly by James
W. Frierson; (e) 15,678 shares of Class B Common Stock owned directly by J.
Burton Frierson, III; (f) 40,000 shares of Class B Common Stock held by
Paul K. Frierson, T. Cartter Frierson, and Daniel K. Frierson as
co-trustees of the Frierson Family Trusts; (g) 45,304 shares of Class B
Common Stock held by Paul K. Frierson, T. Cartter Frierson, and Daniel K.
Frierson as co-trustees of the Special Purpose Trust of J. Burton Frierson;
and (h) 81,070 shares of Class B Common Stock owned directly by Rowena K.
Frierson but subject to a general power of attorney granted to Daniel K.
Frierson and T. Cartter Frierson.
(4) Includes (i) 17,225 shares of Common Stock as to which he holds sole
investment and sole voting power; (ii) options to acquire 14,000 shares of
Common Stock; and (iii) 48,925 shares of Common Stock owned by his wife and
children and as to which he shares investment and voting power.
(5) Includes (i) 94,069 shares of Class B Common Stock owned directly by Mr.
Frierson and held subject to the shareholder agreement described in Note 3;
(ii) 72,000 shares of Class B Common Stock owned by his children and as to
which he shares investment and voting power; (iii) 40,000 shares of Class B
Common Stock held by Paul K. Frierson, T. Cartter Frierson, and Daniel K.
Frierson as co-trustees of the Frierson Family Trusts and held subject to
the shareholder agreement described in note 3; and (iv) 45,304 shares of
Class B Common Stock held by Paul K. Frierson, T. Cartter Frierson, and
Daniel K. Frierson as co-trustees of the Special Purpose Trust of J. Burton
Frierson and held subject to the shareholder agreement described in note 3.
(6) Includes (i) 198,762 shares of Common Stock as to which he holds sole
investment and sole voting power; (ii) 132,576 shares of Common Stock owned
by his wife and children as to which he shares investment and voting power;
and (iii) 71,502 shares of Common Stock owned directly by Rowena K.
Frierson but subject to a general power of attorney held by Daniel K.
Frierson and T. Cartter Frierson.
(7) All such shares of Class B Common Stock are held subject to the shareholder
agreement described in Note 3.
(8) Includes (i) 21,005 shares of Common Stock as to which he holds sole
investment and sole voting power; and (ii) 7,803 shares of Common Stock
owned by his minor son and as to which Mr. Frierson shares investment and
voting power.
(9) Includes (i) 979,397 shares of Common Stock over which it has sole voting
and sole investment power; (ii) 64,649 shares of Common Stock over which it
shares investment power; and (iii) 5,124 shares obtainable by conversion of
convertible bonds.
(10) SunTrust Bank, Inc., as parent holding company for Third National
Corporation, Trust Company of Georgia, and SunBanks, Inc., has reported
beneficial ownership as follows: Third National Corporation, as parent
holding company of ANB, has reported (i) 803,034 shares of Common Stock as
to which ANB has sole voting power; (ii) 117,138 shares of Common Stock as
to which ANB shares voting power; (iii) 333,375 shares of Common Stock as
to which ANB has sole investment power; and (iv) 572,759 shares of Common
Stock as to which ANB shares investment power. Third National Corporation,
as parent holding company of Third National Bank of Nashville, has reported
2,500 shares of Common Stock as to which it has sole voting power.
SunBanks, Inc., as parent holding company of SunBank, Miami, N.A., has
reported 10,800 shares of Common Stock as to which it has sole voting power
and shares investment power.
4
<PAGE> 7
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The Company's Bylaws provide for a Board of Directors consisting of not
less than seven nor more than fifteen persons, with the exact number to be set
by the Board of Directors. The Board of Directors has set the number of
directors at nine. All directors serve a one-year term, or until their
successors are elected and qualified. The Board of Directors is permitted to
appoint directors to fill the unexpired terms of directors who resign.
The names of the nominees for election to the Board, their ages, their
principal occupation or employment (which has continued for at least the past
five years unless otherwise noted), directorships held by them in other
publicly-held corporations or investment companies, the dates they first became
directors of the Company and certain other relevant information with respect to
such nominees are as follows:
PAUL K. BROCK, age 61, is President, Chairman of the Board, and a director
of Brock Candy Company, a candy manufacturer, in Chattanooga, Tennessee. He has
been a director of the company since 1983. Mr. Brock is Chairman of the
Company's Compensation Committee and a member of the Company's Executive
Committee.
LOVIC A. BROOKS, JR., age 66, is Chief Executive Partner of Constangy,
Brooks & Smith, attorneys-at-law, in Atlanta, Georgia. He was appointed a
director of the Company in August 1993 when the Board increased the number of
directors to nine.
DANIEL K. FRIERSON, age 52, is Chairman of the Board, President, and Chief
Executive Officer of the Company. Mr. Frierson serves as a director of American
National Bank & Trust Company. He has been a director of the Company since 1973.
Mr. Frierson is Chairman of the Company's Executive Committee and a member of
the Company's Retirement Committee.
PAUL K. FRIERSON, age 56, is Vice President of the Company and President of
the Company's Candlewick Group, positions he has held since 1989. He has served
as Executive Vice President of the Candlewick Group since 1984. Mr. Frierson
serves as a director of NationsBank/Chattanooga. He has been a director of the
Company since 1988.
J. FRANK HARRISON, JR., age 63, is Chairman of the Board and a director of
Coca-Cola Bottling Co. Consolidated in Charlotte, North Carolina. He has been a
director of the Company since 1973. Mr. Harrison is a member of the Company's
Compensation Committee.
JAMES H. MARTIN, JR., age 74, was Chairman and the Chief Executive Officer
of Ti-Caro, Inc., prior to its acquisition by the Company in 1987. He has been a
director of the Company since 1987. Mr. Martin is a member of the Company's
Audit Committee and a member of the Company's Executive Committee.
PETER L. SMITH, age 52, is a General Partner of Lazard Freres & Co.,
investment bankers, in New York, New York. He has been a director of the Company
since 1987. Mr. Smith is a member of the Company's Audit Committee.
JOSEPH T. SPENCE, JR., age 52, is Managing Director of Russell Reynolds
Associates, Inc., an executive recruiting firm. He has held such position since
1988. Mr. Spence was appointed a director of the Company in August 1993 when the
Board increased the number of directors to nine.
ROBERT J. SUDDERTH, JR., age 51, is Chairman and Chief Executive Officer of
American National Bank & Trust Company in Chattanooga, Tennessee. He has been a
director of the Company since 1983.
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<PAGE> 8
Mr. Sudderth is Chairman of the Company's Audit Committee, a member of the
Company's Compensation Committee and a member of the Company's Retirement
Committee.
Daniel K. Frierson and Paul K. Frierson are brothers, and Paul K. Brock is
the first cousin of Daniel K. Frierson and Paul K. Frierson. James H. Martin,
Jr. is the uncle of Daniel K. Frierson, Paul K. Frierson, and Paul K. Brock.
Other than as set forth above, no director, nominee or executive officer of the
Company has any family relationship, not more remote than first cousin, to any
other director, nominee, or executive officer.
SECURITY OWNERSHIP OF MANAGEMENT
The following table presents certain information regarding the amount and
nature of beneficial ownership of the Company's equity securities by its
nominees for director, by the Company's executive officers named in the Summary
Compensation Table (see "Executive Compensation"), and by all directors and
officers, as a group, as of March 11, 1994.
<TABLE>
<CAPTION>
SHARES OF
SHARES OF CLASS B CLASS
COMMON COMMON COMMON B
STOCK STOCK STOCK COMMON
BENEFICIALLY % OF BENEFICIALLY % OF
NAME OWNED TOTAL OWNED TOTAL
- --------------------------------------------- ------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Philip H. Barlow 16,604(1) * -0- --
Paul K. Brock 600 * -0- --
Lovic A. Brooks, Jr. 2,000 * -0- --
Daniel K. Frierson 498,486(2) 4.31% 661,440(3) 89.96 %
C. Pat Driver 32,806(4) * -0- --
Paul K. Frierson 80,150(5) * 251,373(6) 34.19 %
J. Frank Harrison, Jr. 9,324 * -0- --
Nick C. Locke(7) 4,150(8) * -0- --
James H. Martin, Jr. 6,000 * -0- --
Peter L. Smith 4,500 * -0- --
Joseph T. Spence, Jr. 500 * -0- --
John O. Sturdy 800 * -0- --
Robert J. Sudderth, Jr. 175,588(9) 1.52% -0- --
All Directors and Officers as a Group (20 702,976(10) 6.03% 733,440(3)(6) 99.76 %
Persons)
</TABLE>
- ---------------
* Percentage of shares beneficially owned does not exceed 1% of the Class.
(1) Includes options to acquire 15,794 shares of Common Stock.
(2) Includes (i) 77,238 shares of Common Stock as to which Mr. Frierson has
sole investment and sole voting power; (ii) options to acquire 53,012
shares of Common Stock; (iii) 71,502 shares of Common Stock owned directly
by Rowena K. Frierson but subject to a general power of attorney granted to
Daniel K. Frierson and T. Cartter Frierson; (iv) 174,588 shares of Common
Stock owned by the "Dixie Yarns, Inc. Defined Contribution Plan" for which
Daniel K. Frierson and Robert J. Sudderth, Jr. are fiduciaries and for
which American National Bank & Trust Company of Chattanooga ("ANB") serves
as trustee; and (v) 122,146 shares of Common Stock owned by Mr. Frierson's
wife and children and as to which he shares voting and investment power.
(3) Includes (i) 105,072 shares of Class B Common Stock owned by Mr. Frierson's
wife and children and as to which he shares investment and voting power and
(ii) 556,368 shares of Class B Common Stock
6
<PAGE> 9
held pursuant to a shareholder agreement under which Daniel K. Frierson has
been granted a proxy to vote such shares, which expires October 2005. The
proxy is terminable under certain limited circumstances prescribed in the
shareholder agreement. The shareholder agreement is between the Estate of
J. Burton Frierson, the wife of J. Burton Frierson (Rowena K. Frierson),
and the five sons of J. Burton and Rowena K. Frierson (Daniel K. Frierson;
Paul K. Frierson; T. Cartter Frierson; James W. Frierson; and J. Burton
Frierson, III). The 556,368 shares of Class B Common Stock subject to the
shareholder agreement include: (a) 170,500 shares of Class B Common Stock
owned directly by Daniel K. Frierson; (b) 94,069 shares of Class B Common
Stock owned directly by Paul K. Frierson; (c) 15,678 shares of Class B
Common Stock owned directly by T. Cartter Frierson; (d) 94,069 shares of
Class B Common Stock owned directly by James W. Frierson; (e) 15,678 shares
of Class B Common Stock owned directly by J. Burton Frierson, III; (f)
40,000 shares of Class B Common Stock held by Paul K. Frierson, T. Cartter
Frierson, and Daniel K. Frierson as cotrustees of the Frierson Family
Trusts; (g) 45,304 shares of Class B Common Stock held by Paul K. Frierson,
T. Cartter Frierson, and Daniel K. Frierson as co-trustees of the Special
Purpose Trust of J. Burton Frierson; and (h) 81,070 shares of Class B
Common Stock owned directly by Rowena K. Frierson but subject to a general
power of attorney granted to Daniel K. Frierson and T. Cartter Frierson.
(4) Includes (i) 18,306 shares of Common Stock owned directly by Mr. Driver and
(ii) options to acquire 14,500 shares of Common Stock.
(5) Includes (i) 17,225 shares of Common Stock as to which he holds sole
investment and sole voting power; (ii) options to acquire 14,000 shares of
Common Stock; and (iii) 48,925 shares of Common Stock owned by his wife and
children and as to which he shares investment and voting power.
(6) Includes (i) 94,069 shares of Class B Common Stock owned directly by Mr.
Frierson and held subject to the shareholder agreement described in Note 3;
(ii) 72,000 shares of Class B Common Stock owned by his children and as to
which he shares investment and voting power; (iii) 40,000 shares of Class B
Common Stock held by Paul K. Frierson, T. Cartter Frierson, and Daniel K.
Frierson as co-trustees of the Frierson Family Trusts and held subject to
the shareholder agreement described in note 3; and (iv) 45,304 shares of
Class B Common Stock held by Paul K. Frierson, T. Cartter Frierson, and
Daniel K. Frierson as co-trustees of the Special Purpose Trust of J. Burton
Frierson and held subject to the shareholder agreement described in note 3.
(7) Mr. Locke resigned as an officer of the Company effective February 28,
1994.
(8) Includes (i) 2,850 shares of Common Stock owned directly by Mr. Locke and
(ii) options to acquire 1,300 shares of Common Stock.
(9) Includes (i) 1,000 shares of Common Stock owned directly by Mr. Sudderth
and (ii) 174,588 shares of Common Stock owned by the "Dixie Yarns, Inc.
Defined Contribution Plan" for which Robert J. Sudderth, Jr. and Daniel K.
Frierson are fiduciaries.
(10) Includes (i) options to acquire 126,036 shares and (ii) 242,573 shares held
by spouses and children of certain individuals comprising this group.
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, and regulations of
the Securities and Exchange Commission ("SEC") thereunder, require the Company's
executive officers and directors and persons who own more than 10% of the
Company's Common Stock, as well as certain affiliates of such persons, to file
initial reports of ownership and monthly transactions reports covering any
changes in ownership with the SEC and the National Association of Securities
Dealers. Executive officers, directors, and persons owning more than 10% of the
Company's Common Stock are required by SEC regulations to furnish the Company
with all such reports they file. Based solely on its review of the copies of
such reports received by it and written
7
<PAGE> 10
representations that no other reports were required for such persons, the
Company believes that, during fiscal year 1993, all filing requirements
applicable to its executive officers, directors, and owners of more than 10% of
the Company's Common Stock were complied with.
COMMITTEES, ATTENDANCE, AND DIRECTORS' FEES
The Company has an Audit Committee and a Compensation Committee but no
nominating committee. The Audit Committee customarily meets with representatives
of the Company's independent auditors to review plans for the annual audit and
to review the audit after completion. The Audit Committee also approves
significant non-audit services by the independent auditors. The Compensation
Committee reviews recommendations from management regarding compensation of
officers and other salaried employees and submits its recommendations to the
Board.
During the fiscal year ended December 25, 1993, there were six meetings of
the Board, four meetings of the Executive Committee, two meetings of the
Compensation Committee, two meetings of the Retirement Committee, and one
meeting of the Audit Committee.
No director attended fewer than 75% of the total of meetings of the Board
of Directors and any Committee of the Board of Directors on which he served,
with the exception of (i) Peter L. Smith, who attended four of the six meetings
held by the Board of Directors and the one meeting held by the Audit Committee
and (ii) Joseph T. Spence, Jr. who attended one of the two meetings held by the
Board of Directors that he was eligible to attend.
Directors who are not employees of the Company are paid a retainer of
$10,000 per year, $500 for each Board meeting attended, and $400 for each
committee meeting attended.
CERTAIN TRANSACTIONS BETWEEN THE COMPANY AND DIRECTORS AND OFFICERS
Mr. Brooks is Chief Executive Partner of Constangy, Brooks & Smith, a law
firm that performed certain legal services relating to labor and employment
issues for the Company in 1993. Mr. Smith is a general partner of Lazard Freres
& Co., an investment banking firm that performs certain investment banking
functions for the Company from time to time, and received fees from the Company
in 1993, related to the Company's acquisition of Carriage Industries, Inc.
EMPLOYMENT AGREEMENTS
In 1988, Carriage Industries, Inc. ("Carriage") entered into an Executive
Severance Agreement with Mr. Barlow (the "Agreement"). In 1992, the Agreement
was renewed, with some changes, for a period ending on September 7, 1996.
Pursuant to the terms of the Company's acquisition of Carriage in March 1993,
the Company assumed the obligations of Carriage under the Agreement. The
Agreement provides that if, within ninety days prior to or two years after any
Change of Control (as defined in the Agreement), Mr. Barlow's employment is
terminated for any reason other than for Cause (as defined in the Agreement),
death, disability, retirement (as defined in the Agreement), or Voluntary
Termination (as defined in the Agreement), the Company shall provide Mr. Barlow
with (i) a lump sum cash amount equal to the average of his salary and any bonus
paid to him for the three calendar years preceding the year in which the Change
of Control (as defined in the Agreement) occurs (the "Average Compensation")
plus an amount equal to twenty percent of the Average Compensation multiplied by
the number of full calendar years he has been employed by the Company and
Carriage; (ii) coverage, paid for by the Company, under the Company's Life,
Disability, Medical and Dental, Health, and Accident insurance plans for a
period of thirty-four months after
8
<PAGE> 11
the date of his termination; (iii) up to a $10,000 relocation allowance if he
moves his residence to pursue other business opportunities within thirty-four
months after the date of his termination; and (iv) the right during the three
month period following the date of his termination to either (a) exercise all
options previously granted to him under the Carriage's Incentive Stock Option
Plan (as defined in the Agreement) as to all or any part of the years covered
thereby, or (b) have the Company, upon written request, purchase all such
options for cash at a price determined by multiplying the excess, if any, of the
fair market value of a share of stock of the Company over the option price
therefor by the number of all such option shares.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly change in the
cumulative total shareholder return on the Common Stock against the total return
of the S&P Composite Stock Index and Peer Group for the five year period ended
December 31, 1993.
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
DIXIE YARNS, S&P 500, PEER GROUP
(Performance results through 12/31/93)
<TABLE>
<CAPTION>
DXYN S&P 500 Peer Group
<S> <C> <C> <C>
1988 $100.00 $100.00 $100.00
1989 $ 83.86 $131.49 $114.29
1990 $ 61.94 $127.32 $ 75.16
1991 $ 57.34 $166.18 $127.08
1992 $ 79.87 $179.11 $154.90
1993 $ 65.58 $197.00 $164.34
</TABLE>
Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in DXYN common stock, S&P 500,
and Peer Group.
* Cumulative total return assumes reinvestment of dividends.
9
<PAGE> 12
REPORT OF COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF DIXIE YARNS, INC.
The Compensation Committee of the Board of Directors is composed of Messrs.
J. Frank Harrison, Jr., Paul K. Brock, and Robert J. Sudderth, Jr., none of whom
are employees of the Company. The Committee administers the Company's
compensation plans, annually reviews and recommends compensation for all
officers of the Company, and submits its recommendations to the Board. Final
decisions respecting compensation of executive officers are made by the Board,
with individuals abstaining from decisions concerning their own compensation.
As part of its process of review, the Committee receives recommendations
from the Company's senior management, reviews both public and private
compensation surveys prepared by independent consultants and others (e.g., The
Wall Street Journal/William M. Mercer 1992 CEO Compensation Survey and the
Hewitt Associates CEO Compensation Survey), and reviews executive compensation
reported in proxy information from other public textile, carpet, and similarly
sized companies (some of which are also included in the Peer Group on the Stock
Performance Graph). This information is used to ensure the Company remains
competitive with similarly situated companies. The Committee meets regularly
each year immediately following the Company's Annual Meeting of Shareholders and
meets on an as needed basis at other times during the year. Although factors
such as pre-tax profit and return on equity are considered by the Committee, the
ultimate determination as to compensation is subjective and not directly tied to
any measure of corporate performance.
The following is a report submitted by the Compensation Committee
addressing the Company's compensation policies applicable to Daniel K. Frierson,
the Company's Chief Executive Officer, and its other four most highly
compensated executive officers named in the accompanying summary compensation
table for 1993.
COMPENSATION OF EXECUTIVE OFFICERS DURING FISCAL 1993
The Company's compensation policies are intended to attract, retain,
motivate, and reward qualified individuals to serve in executive positions with
the Company. Incentive compensation is provided to encourage such individuals to
originate and implement successful long-term business strategies that will
enhance long-term shareholder value. Accordingly, compensation of the Company's
executive officers, including the Chief Executive Officer, consists of a
combination of base salary, annual bonuses, and stock options, as well as other
fringe benefits generally applicable to salaried employees. In establishing base
salary, the Committee considers the qualifications and experience of the
individual, the duties and responsibilities of the executive officer position,
the competitive market for executive talent, and the overall financial ability
of the Company to bear the expense.
Bonuses are awarded annually and are based upon a return on equity, pre-tax
profit, or extraordinary individual performance. Stock options are granted under
the Company's Stock Option Plans and are granted at the current market price of
the Company's Common Stock at the time of issue in amounts believed to be
appropriate to the level of duties and responsibilities for each executive
position.
The Committee believes that it is important to retain flexibility in the
establishment of compensation for the Company's executive officers in order to
allow for the use of judgment and discretion with respect to each individual
officer. Compensation, in the opinion of the Committee, should reflect not only
overall Company performance but also performance in specific areas of
responsibility and exceptional individual performance. The Committee believes
that the overall compensation paid to the Company's executive officers,
including the
10
<PAGE> 13
Company's Chief Executive Officer and the four named individuals in the
accompanying table, is reasonable under the circumstances.
THE ELEMENTS OF EXECUTIVE OFFICER COMPENSATION
Compensation for each of the Company's senior executive officers consists
of four elements: base salary, annual bonuses, stock options, and retirement and
other fringe benefits.
- - BASE SALARY
The base salary of Mr. Frierson was unchanged from 1992 and has not been
increased since 1988. Mr. Driver's base salary was unchanged from 1992. The base
salary of Mr. Barlow was established following the acquisition of Carriage
Industries, Inc. ("Carriage") in March 1993. The base salary of Mr. Sturdy was
established prior to the acquisition of Masland Carpets, Inc. ("Masland") in
July 1993. Prior to the acquisition of Carriage, Mr. Barlow served as Executive
Vice President of Carriage, and in May 1993 he was elected a Vice President of
the Company and President of Carriage. Prior to the acquisition of Masland, Mr.
Sturdy served as President of Masland, and in August 1993 he was elected a Vice
President of the Company.
- - BONUS
No bonuses were awarded to the officers under the Company's Incentive
Compensation Plan adopted in 1992. A discretionary bonus was awarded to Mr.
Frierson by the Committee in recognition of (i) his successful management of
both the Masland and the Carriage acquisitions and (ii) the fact that since 1988
he has not had an increase in salary, which is in the lower tier of executive
compensation for similar positions in comparable companies.
Prior to the Company's acquisition of Carriage, Carriage had a bonus plan
that provided for the distribution of aggregate bonuses in an amount equal to a
percentage of pre-tax profit. After the acquisition of Carriage, the Committee
decided it would be desirable to continue the plan and elected to continue it
thereafter. Accordingly, Mr. Barlow was awarded a bonus under the Carriage Plan
for the fiscal year ending December 25, 1993. Prior to the acquisition of
Masland, it likewise had a bonus plan tied to pre-tax profit. For similar
reasons, the Committee elected to continue the bonus plan of Masland. Mr. Sturdy
was awarded a bonus under the Masland Plan for the fiscal year ending December
25, 1993.
- - STOCK OPTIONS
Each executive officer of the Company is entitled to participate in the
Company's Incentive Stock Option Plan. Although the Plan has been structured to
provide the Company with maximum flexibility in awarding, pricing, and vesting
options granted under the Plan, the Company's practice has been to grant options
under the Plan exercisable only at market prices and subject to phase-in vesting
schedules.
The Committee believes that the grant of stock options for shares of the
Company's Common Stock exercisable at the market price on the date of grant
provides grantees with an incentive to enhance long-term shareholder values. The
value of these options to the optionees depends directly on increases in the
trading price of the Company's Common Stock. In deciding the amount of stock
options to grant each officer, the Committee considers the responsibilities of
that officer and the amount of options already held by that officer.
To ensure option-related compensation reflects long-term increases in value
of the underlying securities, the options vest over a five year period
commencing on the date of grant. All options granted to the named
11
<PAGE> 14
individuals in the accompanying summary compensation table under the Plan,
including all options granted during 1993, were granted with an exercise price
set at the market price on the date of grant, and with the following vesting
schedules: 25% in two years from the date of grant; 50% in three years; 75% in
four years; and 100% in five years. All options expire ten years from the date
of grant.
Prior to the Company's acquisition of Carriage, various officers of
Carriage, including Mr. Barlow, held options to purchase Carriage common stock.
As a part of the acquisition, the Company issued options for the Company's
Common Stock to all of such individuals in order to replace the Carriage options
that were canceled upon the acquisition. Mr. Barlow holds options for the
purchase of 15,794 shares of Common Stock of the Company received as a part of
such transaction.
- - RETIREMENT PLANS AND OTHER BENEFITS
The Company's compensation for its executive officers also includes the
opportunity to participate in two non-qualified plans and certain health
insurance, relocation allowances, life insurance, and other benefits.
During 1993, the Company maintained two non-qualified retirement plans in
which the Company's executive officers participate: A Non-qualified Savings Plan
and a Non-qualified Defined Contribution Plan, which are designed to mirror the
qualified plans available to other exempt, salaried associates. No Company
contributions are made to the Non-qualified Savings Plan. Participants in the
Non-qualified Defined Contribution Plan may receive contributions from the
Company equal to a percentage of each such participant's compensation, based on
a ratio of the Company's operating profit to net worth and other discretionary
factors. No Company contributions to the Non-qualified Defined Contribution Plan
were made in 1993, 1992, or 1991.
- - CEO COMPENSATION
As previously indicated, compensation of the Company's executive officers
is intended to attract, retain, motivate, and reward such officers where
appropriate. Mr. Frierson's compensation in 1993 included his base salary
(unchanged since 1988) and other benefits, the opportunity to participate in the
new incentive bonus plan (with respect to which no bonuses were awarded in
1993), and participation in the Company's Incentive Stock Plan (with respect to
which he was awarded no options in 1993). He was awarded a special bonus in 1993
for reasons previously discussed.
The Committee believes that Mr. Frierson's overall compensation, including
his base salary, falls within the lower tier of executive compensation for
similar positions in comparable companies.
Compensation Committee
J. Frank Harrison, Jr.
Paul K. Brock
Robert J. Sudderth, Jr.
12
<PAGE> 15
EXECUTIVE COMPENSATION INFORMATION
The following table sets forth the annual and long-term compensation during
the last three fiscal years for the Company's Chief Executive Officer and the
other four most highly compensated executive officers (the "Named Executive
Officers") as of December 25, 1993, as well as the annual compensation of each
such individual for the Company's two previous fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -----------
------------------------------------------- SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS/
SALARY BONUS COMPENSATION SARS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(D) (#)(E)
- ------------------------------------------------ ---- -------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Daniel K. Frierson 1993 350,000 100,000 5,314 --
Chairman of the Board and 1992 350,000 -- 18,581 100,000
Chief Executive Officer 1991 350,000 -- -- --
John O. Sturdy(a) 1993 100,000 60,000 -- 25,000
Vice President/President 1992 -- -- -- --
Masland Carpets, Inc. 1991 -- -- -- --
Philip H. Barlow(b)(c) 1993 101,380 95,000 -- 15,000
Vice President/President 1992 -- -- -- --
Carriage Industries, Inc. 1991 -- -- -- --
C. Pat Driver 1993 180,000 -- 2,684 --
Vice President; 1992 180,000 -- 8,704 --
President, Rex Group 1991 170,000 -- -- --
Nick C. Locke(f) 1993 179,167 -- 1,375 --
Vice President; 1992 170,000 -- 1,222 20,000
President, Threads Group 1991 156,667 -- -- 2,000
</TABLE>
- ---------------
(a) Includes annual and long-term compensation subsequent to July 9, 1993 when
Mr. Sturdy was employed by the Company.
(b) Includes annual and long-term compensation subsequent to March 12, 1993 when
Mr. Barlow was employed by the Company.
(c) Excludes options to purchase 15,794 shares of the Company's Common Stock
issued on March 12, 1993 to replace options to purchase shares of Carriage
Industries, Inc.'s common stock, which were canceled upon the acquisition
of Carriage Industries, Inc. by the Company.
(d) Reflects the excess of actual earnings of the Company's qualified and
non-qualified defined contribution and salary savings plans over 120% of
the average applicable federal rates, determined in accordance with
applicable regulations of the Securities and Exchange Commission. The
actual rate of earnings of such plans is the same as the rate of earnings
on the Company's other such plans for salaried employees, and is not
established or guaranteed by the Company. Such rate of earnings may vary
from year to year. No named officer received perquisites or other personal
benefits in an amount exceeding the lesser of $50,000 or 10% of such
officer's salary and bonus for the periods presented.
(e) Reflects the number of shares of the Company's Common Stock subject to
options granted to the Named Executive Officers for the periods presented.
(f) Mr. Locke resigned as an officer of the Company effective February 28, 1994.
13
<PAGE> 16
The following table sets forth certain information concerning Options/SARs
granted during 1993 to the Named Executive Officers. The Company did not grant
any stock appreciation rights ("SARs") during fiscal 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS/ VALUE AT ASSUMED
UNDERLYING SARS ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO PRICE APPRECIATION FOR
SARS EMPLOYEES EXERCISE OR OPTION TERM(B)
GRANTED IN FISCAL BASE PRICE EXPIRATION ----------------------
NAME (#) YEAR ($/SH) DATE 5% ($) 10% ($)
- --------------------------------- ------------ ---------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Daniel K. Frierson -- -- -- -- -- --
John O. Study 25,000 12.7 12.50 7/27/03 196,500 498,000
Philip H. Barlow(a) 15,000 7.6 15.25 5/06/03 143,850 364,650
C. Pat Driver -- -- -- -- -- --
Nick C. Locke -- -- -- -- -- --
</TABLE>
- ---------------
(a) Excludes options to purchase 15,794 shares of the Company's Common Stock
issued on March 12, 1993 to replace options to purchase shares of Carriage
Industries, Inc.'s common stock, which were canceled upon the acquisition
of Carriage Industries, Inc. by the Company.
(b) The assumed annual rates of appreciation of the Company's Common Stock of
five and ten percent would result in stock prices for the Company's Common
Stock at the end of the ten year term as summarized below:
<TABLE>
<CAPTION>
COMMON STOCK PRICES
ASSUMING THE FOLLOWING
APPRECIATION
-------------------------
5% 10%
------ ------
<S> <C> <C>
Options issued at $12.50 exercise price $20.36 $32.42
Options issued at $15.25 exercise price 24.84 39.56
</TABLE>
The following table summarizes options exercised during 1993 and presents
an estimate of the value of unexercised options held by the Named Executive
Officers at fiscal year end. The Company has not granted any stock appreciation
rights ("SARs") and, accordingly, no exercised or unexercised SARs are reported
in this table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END(#) AT FY-END($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel K. Frierson -- -- 19,512 117,000 -- --
John O. Sturdy -- -- -- 25,000 -- --
Philip H. Barlow(a) -- -- 15,794 15,000 72,332 --
C. Pat Driver -- -- 11,000 7,000 -- --
Nick C. Locke(b) -- -- 7,800 27,500 -- --
</TABLE>
- ---------------
(a) Includes options to purchase 15,794 shares of the Company's Common Stock
issued on March 12, 1993 to replace options to purchase shares of Carriage
Industries, Inc.'s common stock, which were canceled upon the acquisition
of Carriage Industries, Inc. by the Company. Such options include (i)
options to purchase 3,057 shares of common stock at an exercise price of
$4.2934 per share; (ii) options to purchase
14
<PAGE> 17
2,547 shares of common stock at an exercise price of $5.0294 per share; and
(iii) options to purchase 10,190 shares of common stock at an exercise
price of $5.2748 per share.
(b) All Mr. Locke's options, except 1,300 exercisable options, expired February
28, 1994, the effective date of his resignation as an officer of the
Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the Company's shareholders vote FOR
the election of the Board of Directors' nominees for director as set forth in
this Proxy Statement.
SHAREHOLDER PROPOSALS
In the event any shareholder wishes to present a proposal to the
shareholders at the 1995 Annual Meeting of Shareholders, such proposal must be
received by the Company for inclusion in the Proxy Statement and Proxy relating
to such meeting on or before December 1, 1994.
INDEPENDENT AUDITORS
The firm of Ernst & Young has been selected as independent auditors for the
Company. A representative of Ernst & Young is expected to be present at the
Annual Meeting and will have the opportunity to make a statement if he so
desires and to respond to appropriate questions from shareholders.
ADDITIONAL INFORMATION
The entire cost of soliciting proxies will be borne by the Company. In
addition to solicitation of proxies by mail, proxies may be solicited by the
Company's directors, officers, and other employees by personal interview,
telephone, and telegram. The persons making such solicitations will receive no
additional compensation for such services. The Company also requests that
brokerage houses and other custodians, nominees, and fiduciaries forward
solicitation materials to the beneficial owners of the shares of Common Stock
held of record by such persons and will pay such brokers and other fiduciaries
all of their reasonable out-of-pocket expenses incurred in connection therewith.
OTHER MATTERS
As of the date hereof, the Board does not intend to present, and has not
been informed that any other person intends to present, any matter for action at
the Annual Meeting other than those specifically referred to herein. If other
matters should properly come before the Annual Meeting, it is intended that the
holders of the proxies will vote in accordance with their best judgment.
Dixie Yarns, Inc.
Daniel K. Frierson
Chairman of the Board
Dated: March 31, 1994
15
<PAGE> 18
This Proxy is Solicited on Behalf of the Board of Directors
DIXIE YARNS, INC.
Annual Meeting of Shareholders
May 5, 1994
The undersigned appoints Daniel K. Frierson, James H. Martin, Jr., and
Robert J. Sudderth, Jr. and each of them, proxies, with full power of
substitution, to act and to vote the shares of common stock which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be
held at 1100 South Watkins Street, Chattanooga, Tennessee 37404, at 10:00 A.M.
Eastern Daylight Time, on May 5, 1994, and any adjournment or adjournments
thereof, as follows:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS: / / FOR all nominees / / WITHHOLD AUTHORITY
(Except as indicated to the to vote for all nominees
contrary below) listed below
</TABLE>
Paul K. Brock; Lovie A. Brooks, Jr.; Daniel K. Frierson; Paul K. Frierson;
J. Frank Harrison, Jr.; James H. Martin, Jr.; Peter L. Smith;
Joseph T. Spence, Jr.; Robert J. Sudderth, Jr.
(Instruction: To withhold authority to vote for any individual, write that
nominee's name in the space provided.)
----------------------------------------------------------------------------
2. Acting upon any other business which may be properly brought before said
meeting or any adjournment or adjournments thereof.
(Continued on reverse side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1. THE BOARD IS NOT AWARE OF ANY OTHER MATTER TO BE
BROUGHT BEFORE THE ANNUAL MEETING FOR A VOTE OF SHAREHOLDERS. IF, HOWEVER,
OTHER MATTERS ARE PROPERLY PRESENTED, THE PROXIES WILL VOTE IN ACCORDANCE WITH
THEIR BEST JUDGMENT.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, dated March 31, 1994, and the Proxy Materials furnished
therewith.
Dated this day of ,1994
----- --------------------
-------------------------------------------------
Note: Signature should agree with the name on
stock certificate as printed hereon. When
signing in a representative capacity, please give
your full title.
Please sign, date, and return this Proxy in the accompanying prepaid,
addressed envelope. Thank you.
