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:
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( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ALBA-WALDENSIAN, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of 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:
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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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( ) 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:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Alba-Waldensian, Inc.
- ---------------------------------------------------------------------------
Notice of Annual Meeting of Stockholders
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Alba-Waldensian, Inc. (the Company) will be held at the offices of the Company,
201 St. Germain Avenue, S.W., Valdese, North Carolina 28690, on Thursday, May
13, 1999, at 9:00 a.m., Local Time, for the purpose of considering and acting
upon the following:
1. The election of three Directors for a term of three years pursuant to
the Certificate of Incorporation and the Bylaws of the Company.
2. Approval of a resolution authorizing the Board of Directors to cause an
amendment to the Company's Certificate of Incorporation to be filed
increasing the number of authorized shares of the Company's $2.50 Par
Value Common Stock from its present level of 3,000,000 shares up to a
maximum of 10,000,000 shares. The future timing (up to the earlier of
thirteen months following the 1999 Annual Meeting of Stockholders or
the date of the 2000 Annual Meeting of Stockholders) and the amount of
the increase in authorized shares (subject to a maximum of 10,000,000
shares), if any, will be at the discretion of the Company's Board of
Directors.
3. Any and all other matters that may properly come before the meeting or any
adjournment thereof.
Only stockholders of record at the close of business on March 26, 1999 are
entitled to notice of and to vote at the meeting or any adjournment
thereof.
If you do not expect to be present at the meeting, please date and sign
the accompanying proxy and return it promptly in the enclosed envelope. The
proxy may be revoked at any time before it is exercised and will not be
exercised if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS.
GLENN J. KENNEDY
Secretary
Valdese, North Carolina
April 15, 1999
<PAGE>
Alba-Waldensian, Inc.
Post Office Box 100
201 St. Germain Avenue, SW
Valdese, North Carolina 28690
PROXY STATEMENT FOR 1999
ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
The accompanying proxy is being solicited on behalf of the Board of
Directors of Alba-Waldensian, Inc., a Delaware corporation (the "Company"), for
use at the Annual Meeting of Stockholders to be held at the offices of the
Company, 201 St. Germain Avenue, SW, Valdese, North Carolina 28690, on Thursday,
May 13, 1999, at 9:00 a.m., Local Time, and at any adjournment thereof.
Solicitation other than by mail may be made personally and by telephone
by regularly employed officers and employees of the Company who will not be
additionally compensated therefore. In addition, arrangements will be made with
brokerage houses, banks, voting trustees and their nominees to send proxy
material to any beneficial owner of shares of the Company's Common Stock held of
record by them. This proxy material will be first mailed on or about April 15,
1999. The Company has engaged its Transfer Agent, First Union National Bank
("First Union") to deliver proxy materials and solicit proxies. First Union will
be reimbursed by the Company for its printing costs, postage and freight charges
and other expenses and will be paid a reasonable fee for its services.
All expenses in connection with the solicitation will be borne by the Company.
Each proxy submitted will be voted as directed. If no direction is
given, the proxy will be voted for the action proposed. The only matters to be
considered at the meeting, so far as known to the Board of Directors, are the
matters set forth in the Notice of Annual Meeting of Stockholders and routine
matters incidental to the conduct of the meeting. If any other matters do
properly come before the meeting, however, the persons named as attorneys and
proxies will vote on such matters in accordance with their best judgment. Each
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by filing an instrument revoking it, by filing a duly executed proxy
bearing a later date with the Secretary of the Company or by attending the
meeting and voting in person.
VOTING SECURITIES, PRINCIPAL STOCKHOLDERS
AND HOLDINGS OF MANAGEMENT
The record date for determination of stockholders entitled to notice of
and to vote at the meeting is the close of business on March 26, 1999. On such
date, 2,346,280 shares of the Company's Common Stock, par value $2.50 per share
(the "Common Stock"), were outstanding. Each share of Common Stock is entitled
to one vote on each matter to be voted on at the meeting. Voting on the election
of Directors at the meeting shall be by ballot. Voting on all other matters
shall be by voice vote or by show of hands.
On May 15, 1998, investors, including the Company and Mr. Clyde Wm. Engle,
the Company's Chairman and beneficial holder (through Sunstates Corporation) of
a majority of the Company's common stock, purchased from a major bank 938,700
shares of the Company's common stock formerly held by Sunstates Corporation,
pursuant to a private sale of collateral held under a defaulted loan which the
Company's affiliates had with the bank. The Company purchased 295,000 of the
shares at a cost of $2,212,500 plus other estimated transaction costs totaling
$150,000. The Company utilized its existing cash plus funds obtained from its
new $21,000,000 financing facility to purchase the stock. The Company intends to
hold the 295,000 shares as treasury stock and currently has no plans for future
utilization of those shares.
As a result of these transactions, the Company is no longer a subsidiary of
Sunstates Corporation.
The following table sets forth, as of March 26, 1999, certain information
regarding each person known to the Company to be the beneficial owner of more
than 5% of its outstanding Common Stock:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- --------------------------------------- ------------------------------ -----------------
<S> <C> <C>
Clyde Wm. Engle 860,850(1) 36.6%
GSC Enterprises, Inc.
4433 West Touhy Avenue
Lincolnwood, Illinois 60646
Nathan H Dardick 519,050(2) 22.1%
303 East Wacker Drive
Suite 1000
Chicago, Illinois 60601
Dimensional Fund Advisors, Inc. 128,550(3) 5.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
<FN>
(1) According to information contained in an amendment to Schedule 13D
dated August 6, 1998, and information provided to the Company by Mr.
Engle, 105,000 shares are owned by GSC Enterprises, Inc., 9,450 shares
are owned by Sunstates Equities, Inc. and 732,750 shares are owned
directly by Mr. Engle. Substantially, all of the shares owned directly
by Mr. Engle are pledged as security for a bank loan. Mr. Engle, a
Director and Chairman of the Board of the Company, is the Chairman and
Chief Executive Officer of GSC Enterprises, Inc. and is President and
Director of Sunstates Equities, Inc. Mr. Engle and all of such
corporations have sole voting and dispositive power with respect to
these 847,200 shares of Common Stock. Additionally, members of Mr.
Engle's family own 9,900 shares of the Company's common stock and Mr.
Engle disavows beneficial ownership of these shares. Also includes
3,750 shares subject to options held by Mr. Engle that are presently
exercisable or exercisable within 60 days.
(2) Based on information contained in an amendment to Schedule 13D dated
February 10, 1999 and information provided to the Company by Mr.
Dardick. Also includes 3,750 shares subject to options held by Mr.
Dardick that are presently exercisable or exercisable within 60 days.
(3) According to information contained in an amendment to Schedule 13G
dated February 11, 1999 and information provided to the Company by
Dimensional Fund Advisors, Inc. ("DFA"), a registered investment
advisor, DFA is deemed to have beneficial ownership of 128,530 shares
of Common Stock, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc. (the "Fund"), a registered open-end
investment company, or in series of the DFA Investment Trust Company
(the "Trust"), a Delaware business trust, or the DFA Group Trust and
DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, for all of which DFA serves as investment
manager. DFA disclaims beneficial ownership of all 128,530 shares.
</FN>
</TABLE>
The following table sets forth, as of March 26, 1999, certain information with
respect to the beneficial ownership of the Common Stock by certain named
Executive Officers and all Directors, nominees for Director and Executive
Officers of the Company as a group. The named Executive Officers listed below
are the Company's three most highly compensated current executive officers,
other than the Chief Executive Officer and Chief Financial Officer, whose total
annual salary and bonus for the fiscal year ended December 31, 1998, exceeded
$100,000. Information with respect to the beneficial ownership of the Common
Stock by the Chief Executive Officer and Chief Financial Officer, each of the
Directors and the nominees is contained in the table under "Information About
Directors and Nominees for Director."
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class
- -------------------------------- ----------------------------- -------------------
<S> <C> <C>
Donald R. Denne 12,563(2) *
Dixon R. Johnston 11,719(3) *
Ronald J. Harrison 9,375(4) *
All Directors, nominees 1,502,618(5) 62.3%
and Executive Officers
as a group (14 persons)
<FN>
* Less than 1%.
(1) Except as indicated in the table under the heading "Voting Securities,
Principal Stockholders and Holdings of Management" above, each
Director, nominee and executive officer possesses the sole power to
vote and dispose of the shares beneficially owned by him.
(2) Includes 10,313 shares subject to options that are presently exercisable or exercisable within 60 days.
(3) Includes 2,344 shares subject to options that are presently exercisable or exercisable within 60 days.
(4) Includes 4,688 shares subject to options that are presently exercisable or exercisable within 60 days.
(5) Includes 65,157 shares subject to options that are presently exercisable or exercisable within 60 days.
</FN>
</TABLE>
INFORMATION ABOUT DIRECTORS AND NOMINEES FOR DIRECTOR
The Company's Bylaws provide that the number of Directors shall be not
less than five nor more than 15, the exact number to be determined from time to
time by resolution of the Board of Directors. By resolution adopted June 15,
1998, the Board set the number of Directors at nine. The Bylaws also provide for
three classes of Directors having staggered terms of office, with each Director
serving a three-year term expiring upon the election and qualification of his
successor.
Three Directors, Messrs. James W. Fawcett, Jr., C. Alan Forbes and Lee N.
Mortenson, are currently serving terms that expire at the 1999 Annual Meeting of
Stockholders. On February 25, 1999, the Directors nominated Messrs. Forbes and
Mortenson to serve new three-year terms and nominated Mr. Michael R. Stroll to
fill the third seat on the Board. Mr. Forbes was first elected to the Board of
Directors in 1974 and Mr. Mortenson was first elected to the Board of Directors
in 1984. Mr. Stroll has not previously served as a director of the Company.
The accompanying proxy will be voted FOR the election of these three
nominees unless authority to do so is withheld.
The six Directors whose terms expire in 2000 and 2001 were elected by
the Company's stockholders at prior annual meetings to serve until the annual
meeting to be held in the year set forth in the table below and until their
successors are elected and qualified.
Directors shall be elected by a plurality of the votes cast by the
holders of the shares present in person or represented by proxy at a meeting at
which a quorum is present and which are entitled to vote on the election of
directors. Abstentions and shares not voted are not taken into account in
determining a plurality in the election of directors. Although the Board of
Directors does not expect that any of the nominees will be unavailable for
election, if a vacancy in the slate of nominees unexpectedly occurs, proxies
will be voted in favor of those nominees who remain as candidates and may be
voted for a nominee designated by the Board of Directors.
The following table sets forth certain information about the three
nominees for Director and the remaining Directors whose terms continue beyond
the 1999 Annual Meeting of Stockholders, including information about their
beneficial ownership of Common Stock as of March 26, 1999. A description of each
person's business activities during the past five years, including his position,
if any, with the Company and other pertinent information follow the table.
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
Year First
Nominees For Became No. of Shares(1)
Terms Expiring 2002 Age Director % of Class
- ------------------- --- -------- ----------
<S> <C> <C> <C> <C>
Michael R. Stroll 58 -- 0 0
C. Alan Forbes 65 1974 3,825(3) *
Lee N. Mortenson 63 1984 28,800(3) 1.2%
Beneficial Ownership
Of Common Stock
Year First
Directors With Became No. of Shares(1)
Terms Expiring 2001 Age Director % of Class
- ------------------- --- -------- ----------
Clyde Wm. Engle 56 1980 860,850(2)(3) 36.6%
Joseph C. Minio 56 1983 3,750(3) *
Nathan H Dardick 49 1998 519,050(3) 22.1%
Beneficial Ownership
Of Common Stock
Year First
Directors With Became No. of Shares(1)
Terms Expiring 2000 Age Director % of Class
- ------------------- --- -------- ----------
Paul H. Albritton, Jr. 55 1991 4,650(3) *
William M. Cousins, Jr. 74 1991 3,750(3) *
Glenn J. Kennedy 47 1991 19,687(3) *
<FN>
* Less than 1% of the outstanding shares of Common Stock of the Company.
(1) Except as otherwise noted, each Director or nominee possesses the sole
power to vote and dispose of the shares beneficially owned by him.
(2) See Note 1 in the table under the heading "Voting Securities,
Principal Stockholders and Holdings of Management" above regarding the
holdings of Clyde Wm. Engle.
(3) Includes 3,750 shares subject to options that are presently
exercisable or exercisable within 60 days.
</FN>
</TABLE>
Paul H. Albritton, Jr. Mr. Albritton is Vice President and Chief
Financial Officer (since May 1994) of C-Phone Corporation, a publicly traded
company engaged in video communication equipment manufacturing. From September
1992 to May 1994, Mr. Albritton, an attorney and certified public accountant,
was a self-employed financial consultant and private investor.
William M. Cousins, Jr. Mr. Cousins has been President of William M.
Cousins Jr., Inc., a management-consulting firm, since 1974. Mr. Cousins
received his MBA from Harvard University. Mr. Cousins is also a Director of
Wellco Enterprises, Inc. and BioSepra, Inc.
Nathan H Dardick. Mr. Dardick is an attorney, independent business
consultant and private investor. From June 1974 until May 1996, Mr. Dardick was
engaged primarily in the practice of law in Chicago, Illinois. He was a partner
in Dardick & Denlow (and its predecessor firms) from June 1977 through August
1993, and a partner in Sachnoff & Weaver from September 1993 through May 1996,
when Mr. Dardick retired from the active practice of law in order to focus
primarily upon making investments in public and private companies. Mr. Dardick
is also President of Captiva Investment Company, which was founded by him in
April 1996 as a vehicle to make loans to small private businesses. Mr. Dardick
received his A.B. degree from Washington University in St. Louis and his law
degree from The University of Chicago Law School.
Clyde Wm. Engle. Mr. Engle has served as Chairman of the Board of the
Company since May 1991. He also holds positions with various businesses
headquartered in Chicago, Illinois, including RDIS Corporation (formerly Libco
Corporation) (Chairman of the Board and President), which is the sole
shareholder of Telco Capital Corporation; Telco Capital Corporation (Chairman of
the Board and Chief Executive Officer), which is the majority shareholder of
Hickory Furniture Company; Hickory Furniture Company (Chairman of the Board),
which is the majority shareholder of Sunstates Corporation; GSC Enterprises,
Inc. (Chairman of the Board, President and Chief Executive Officer), a one bank
holding company, and Bank of Lincolnwood (Chairman of the Board and President).
Mr. Engle is also Chairman of the Board and Chief Executive Officer of Sunstates
Corporation (formerly Acton Corporation), a Delaware corporation, which is a
publicly traded company primarily engaged in real estate investing and automated
textile equipment manufacturing. The following information is provided
voluntarily by Mr. Engle although it is not deemed material information as that
term is used in Item 401 of Regulation S-K. Mr. Engle is the subject of a Cease
and Desist Order dated October 7, 1993, issued by the Securities and Exchange
Commission requiring Mr. Engle and certain of his affiliated companies to
permanently cease and desist from committing any further violations of Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder, which requires monthly and other periodic reports of
transactions in certain securities. According to information provided to the
Company by Mr. Engle, the information required to be reported pursuant to
Section 16(a) was otherwise reported in a timely manner in other publicly
available reports.
C. Alan Forbes. Mr. Forbes has been a management consultant in
Charlotte, North Carolina and President of C.A. Forbes & Assoc., Inc., a general
management consulting firm specializing in profit improvement programs and
corporate turnarounds for over 25 years. While the firm has worked in many
industries, primary concentration has been in the manufacture of textiles,
furniture, precision machine tools and metal fabricated products, as well as
wholesale distribution of HVAC and lumber and wood products. Mr. Forbes has
worked internationally in over forty countries. Mr. Forbes holds B.S. and M.S.
degrees in management from Georgia Tech.
Glenn J. Kennedy. Mr. Kennedy has served as Vice President, Treasurer,
Secretary and Chief Financial Officer of the Company since June 1997. Mr.
Kennedy has been a director of Alba-Waldensian since 1991 and was elected Vice
President, Treasurer, Secretary and Chief Financial Officer in June 1997. He
also currently serves as Vice President (since July 1988), Treasurer and Chief
Financial Officer (since May 1988) of Sunstates Corporation (formerly Acton
Corporation), a publicly traded company primarily engaged in real estate
investing and automated textile equipment manufacturing. From August 1986 to May
1988, Mr. Kennedy was Chief Financial Officer and Treasurer of Sunstates
Corporation, a publicly traded company which was primarily engaged in
specialized automobile insurance underwriting and real estate development, which
was merged into Acton Corporation in May of 1988. Mr. Kennedy has served as
Chief Financial Officer of Simms Investment Company and was a Senior Audit
Manager with Price Waterhouse & Co. Mr. Kennedy is a Certified Public Accountant
and has a Bachelors Degree in Accounting from North Carolina State University
Joseph C. Minio. Mr. Minio has been President, Chief Executive Officer and
Director of Belle Haven Management Ltd. since 1986. Belle Haven Management Ltd.
is engaged in the business of acquiring controlling positions in small and
medium-sized under-performing companies, and provides top level general
management services, including strategic planning, restructuring, financing and
acquisition search, analysis and negotiation. He also formerly served as
President and Chief Executive Officer of Intelligent Business Communications
Corporation. Intelligent Business Communications Corporation was engaged in the
design, development, manufacture, and marketing of advanced state of the art
satellite data control equipment as well as vertical circuit switches and T-1
multiplexers for both data and voice communications.
Lee N. Mortenson. Mr. Mortenson has served as President and Chief
Executive Officer of the Company since February 1997. He has also served as
President, Chief Operating Officer and a Director of Telco Capital Corporation
of Chicago, Illinois since January 1984. Telco Capital Corporation is
principally engaged in automated textile equipment manufacturing and real estate
investing businesses. To December 1990, he was President, Chief Executive
Officer and a Director of Sunstates Corporation (formerly Acton Corporation) and
since December 1990 he has been President, Chief Operating Officer and a
Director of Sunstates Corporation. Sunstates Corporation, a Delaware
corporation, is a publicly traded company primarily engaged in real estate
investing and automated textile apparel manufacturing. Mr. Mortenson also serves
as a Director of Rocky Mountain Chocolate Factory, Inc. On December 24, 1996, an
agreed order of liquidation with a finding of insolvency was entered against the
principal subsidiary of Sunstates Corporation, Coronet Insurance Company
("Coronet"), under the Illinois Insurance Code, pursuant to which, among other
things, all of the assets of Coronet were transferred to the Office of the
Special Deputy for the purpose of winding up the affairs of Coronet. Mr.
Mortenson was a Director of Coronet and served as its President during the
period 1994 to 1996. On January 24, 1997, Hickory White Company, a
furniture-manufacturing subsidiary of Sunstates Corporation, filed a voluntary
petition under Chapter 11 of the Federal Bankruptcy Code. All of the assets of
Hickory White Company were sold to an unrelated party on March 17, 1997. Mr.
Mortenson was Vice President and a Director of Hickory White Company. Mr.
Mortenson previously served as Group Vice President of Gould, Inc. from 1980 to
1982. Prior to this, he was a Group Vice President with Becton Dickinson and
Company. Mr. Mortenson holds a BS Degree and Masters Degree in Engineering from
UCLA.
Michael R. Stroll. Mr. Stroll is currently engaged in private management
consulting. Mr. Stroll was President and Chief Operating Officer of Capcom
Coin-Op from 1994 to 1996. From 1987 to 1988, Mr. Stroll was President of Sega,
USA, an electronics game manufacturer. Mr. Stroll also served as President and
Chief Operating Officer of Williams Electronics, Inc., a public company engaged
in electronic game design and manufacture. Mr. Stroll has an engineering degree
from the University of Hartford.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Audit Committee is currently comprised of Messrs. Albritton,
Cousins, Dardick and Fawcett. Mr. Albritton serves as Chairman. The principal
duties of the Audit Committee are to review with the independent auditors (i)
the purpose and scope of services to be performed by them, (ii) the financial
statements and related opinions of the auditors, (iii) the observations and
recommendations of the auditors relating to accounting principles or practices,
internal controls, financial reporting and operations and (iv) other pertinent
matters necessary to assist the Board of Directors in fulfilling its
responsibilities for public financial reporting. In addition, the Audit
Committee communicates with members of the Company's management staff with
respect to auditing matters, supervises and reviews the Company's internal audit
procedures and activities and recommends to the Board of Directors nomination of
an independent auditing firm for the Company. The Audit Committee met three
times during 1998.
The Stock Option and Executive Compensation Committee is currently
comprised of Messrs. Dardick, Engle, Forbes and Minio. Mr. Forbes serves as
Chairman. The principal duties of the Stock Option and Executive Compensation
Committee are to review and recommend changes with respect to the Company's
stock option plans, to recommend options to be granted under the plans, to
review salaries and other compensation paid to management of the Company and to
assist the Chief Executive Officer with respect to the Company's executive
compensation policies. The Stock Option and Executive Compensation Committee met
six times during 1998.
The Company does not have a nominating committee. The entire Board of
Directors considers and nominates individuals for election to serve on the Board
of Directors.
The Board of Directors met ten times during 1998. All Directors
attended at least 75% of the meetings of the Board and all committees of which
they were a member except for Mr. Fawcett who attended only seven meetings of
the Board of Directors due to illness.
COMPENSATION OF DIRECTORS
Directors who do not serve on any committees receive an annual retainer
of $1,300. Directors who also serve on a committee receive an annual retainer of
$2,000. All directors receive $1,000 for each regular meeting of the Board
attended ($500 for each telephonic Board meeting). Directors who serve on the
Audit Committee, the Executive Committee or the Stock Option and Executive
Compensation Committee receive an additional $500 for each Committee meeting
attended ($250 for each telephonic Committee meeting).
STOCK OPTION AND EXECUTIVE
COMPENSATION COMMITTEE REPORT
The Stock Option and Executive Compensation Committee of the Board of
Directors of the Company (the "Committee") provides overall guidance with
respect to the Company's executive compensation programs. The Committee is
composed of four members (all outside directors) and it meets at least once a
year to review the Company's compensation programs, including executive salary
administration, stock and incentive compensation plans. The Committee considers
and makes final decisions regarding the compensation of the Chief Executive
Officer and the other executive officers of the Company.
General Executive Compensation Policies
The Company's executive compensation policies are designed to attract
and retain top quality executive officers and to reward executive officers for
performance measured by review of financial performance criteria and achievement
of strategic corporate objectives.
The Company's executive officers are eligible to receive three
principal types of compensation: base salary, annual incentive compensation and
stock options and related bonus plan payments, each of which is more fully
described below. In addition, executive officers participate in the Company's
various other employee benefit plans, including the Company's Employee Savings
and Profit Sharing Plan.
1. Base salary. The Company has historically established the base
salary of its executive officers on the basis of each executive officer's
experience, scope of responsibility and accountability within the Company and
salary and benefits at comparable public companies.
2. Annual incentive compensation. To provided incentive compensation to
executive officers, a component of an executive officer's total compensation
arrangement derives from participation in the Company's 1989 Management
Incentive Plan (the "MI Plan"). Under the MI Plan, the named Executive Officers
can earn a designated percentage (as determined by the Compensation Committee)
of annual salary based upon two or more of three criteria: actual performance
against established personal objectives ("MBOs"), Company profit performance
against the established budget, and/or divisional profit performance against the
established budget. Under the MI Plan, Messrs. Denne, Harrison, Johnston,
Kennedy and Mortenson may be awarded as bonuses up to 51.8%, 47.3%, 51.8%, 44.6%
and 103.1%, respectively, of their base salary in 1999.
Varying percentages of each named Executive Officer's bonus for 1998
was tied to the achievement of established financial and budget objectives.
These budget objectives are approved annually by the Board of Directors. Falling
below 85% of the budget objective results in no bonus award with respect to the
budget objective component of the bonus. The other portion of each named
Executive Officer's bonus depends on his achievement of MBOs and other strategic
goals of the Company, which are determined and approved for each fiscal year by
the Committee. The ability of the named Executive Officer to receive an award of
the full amount for a particular year depends on whether or not the established
objective. Awards under both the financial and MBO components are subject to
adjustment for unusual circumstances at the discretion of the Committee.
3. Stock option compensation and related bonus payments. The Committee
believes that stock ownership is another way to align the interests of the
executive officers with those of the Company's shareholders. The Committee
generally awards stock options to an executive officer based on his position
with the Company. The Committee believes that stock options give the executive
officer a proprietary interest in the Company and allow executive officers to
realize economic gain upon increases in shareholder value over time. To that
end, the Committee may award executive officers with stock options under the
Company's 1993 Long Term Performance Plan (the "1993 Plan"). During the fiscal
year ended December 31, 1998, the Committee granted stock options to the
Company's Executive Officers with respect to a total of 29,250 shares of Common
Stock as follows:
Ronald J. Harrison 7,500 shares
Dixon R. Johnston 15,000 shares
Warren R. Nesbit 6,750 shares
1998 Compensation for Mr. Mortenson
The general policies described above for the compensation of executive
officers also applied to Lee N. Mortenson. In determining Mr. Mortenson's base
salary, the Committee took into account comparable salary and benefits at other
publicly traded companies in the textile industry as well as the performance of
the Company in 1997. Mr. Mortenson's 1998 annual salary was established to be
$214,500.
Mr. Mortenson's 1998 incentive compensation, however, was earned on the
basis of a different formula from that of the other named Executive Officers.
Mr. Mortenson was awarded 43.1% of his base salary in bonus based upon his
achievement of MBOs. In addition, Mr. Mortenson's bonus was determined under a
formula whereby he could be awarded a bonus equal to 12.5% of his base salary in
the event the Company achieved 85% of the pre-established financial and budget
objectives (0% below 85% performance). For every percentage point by which the
Company exceeded 85% of the established financial and budget objectives, which
could be subjectively adjusted by the Committee for unusual circumstances, the
percentage of the applicable portion of his base salary subject to the bonus was
increased by 2.23 percentage points. Mr. Mortenson's total incentive
compensation in 1998 was $427,928, or 199.5% of his base salary.
In December 1997, the Company provided Mr. Mortenson with a $90,000
loan to assist him in the acquisition of his new residence in North Carolina.
The loan bears interest at prime plus 1% was originally due at the earlier of
the date of sale of his Chicago residence or one year. The maximum term of the
loan has now been extended through December 1999. The loan is secured by a
second deed of trust on his North Carolina residence.
The Stock Option and Executive Compensation Committee Report is
presented by the members of the Committee:
Nathan H Dardick
Clyde Wm. Engle
C. Alan Forbes, Chairman
Joseph C. Minio
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock (AWS)
against the cumulative total return of the S&P 500 Composite Index and the
Russell 3000 Textile Apparel Index for the period covering the Company's five
fiscal year periods ended December 31, 1998. In prior years, the Company had
compared its performance against a Peer Group consisting of publicly held
entities selected by the Company. In 1998 in order to standardize the
performance comparisons, the Company decided to utilize a published industry
index (the Russell 3000 Textile Apparel Index) in lieu of the Peer Group. The
1998 performance graph presents both the newly adopted industry index and the
old Peer Group; which consisted of: Hartmarx Corp., Hampshire Group Ltd.,
Danskin Inc., Nantucket Industries, Inc., Warnaco Group Inc. Class A Common
Stock, Fruit of the Loom Inc. Class A Common Stock, Sara Lee Corp. and
Premiumwear Inc.
<PAGE>
<TABLE>
<CAPTION>
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
ALBA-WALDENSIAN, S&P 500, PEER GROUP, RUSSEL 3000 TEXTILE APPAREL INDEX
(Performance results through 12/31/98)
<S> <C> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997 1998
Alba-Waldensian 100.00 107.23 73.49 56.63 44.58 369.09
S&P 500 100.00 101.33 139.33 171.72 229.03 294.89
Textile Apparel Index 100.00 94.93 108.97 135.87 148.23 123.09
Old Peer Group 100.00 104.52 130.15 159.44 221.76 216.16
<FN>
Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in AWS common stock, S&P 500,
Russell 3000 Textile Apparel Index and Old Peer Group.
Source: Russell/Mellon Analytical Services
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
* Cumulative total return assumes reinvestment of dividends.
</FN>
</TABLE>
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information about the Company's executive
officers:
<TABLE>
<CAPTION>
Name Age Position with the Company
- ---- --- -------------------------
<S> <C> <C>
Lee N. Mortenson 63 President and Chief Executive
Officer
Donald R. Denne, Sr. 62 Senior Vice President and
President of the Health Products
Division
Dixon R. Johnston 57 Senior Vice President and
President of the Consumer
Products Division
Glenn J. Kennedy 47 Vice President, Treasurer,
Secretary and Chief Financial
Officer
Ronald J. Harrison 52 Vice President - Operations
Warren R. Nesbit, II 46 Vice President - Human
Resources
James Douglas Dickson 42 Assistant Secretary
</TABLE>
The following paragraphs set forth information concerning each executive
officer's business experience:
Mr. Lee N. Mortenson - see information under "INFORMATION ABOUT DIRECTORS
AND NOMINEES FOR DIRECTORS".
Mr. Donald R. Denne, Sr. joined the Company in 1987 and is Senior Corporate
Vice President and President of the Health Products Division. Prior to joining
the Company, Mr. Denne served as Vice President of Marketing for General Medical
Corporation, Vice President of Health Products for Work Wear Corporation and
Vice President for Business Planning for American Hospital Supply. Mr. Denne has
a B.A. degree from Duke University.
Mr. Dixon R. Johnston joined the Company on February 22, 1996 and is Senior
Corporate Vice President and President of the Consumer Products Division. Prior
to joining the Company, Mr. Johnston served as Executive Vice President of
Gem-Dandy, Inc. from 1995 - 1996. Mr. Johnston served as Director of Motorsports
& New Ventures for Sky Box International from 1993 to 1995. He served as
Executive Vice President of Trone Advertising from 1989 - 1993. Mr. Johnston was
president and part owner of Milpak Graphics from 1986 to 1989. From 1982 to 1986
he was President of No-nonsense Fashions, Inc., a division of Kayser-Roth
Hosiery. Mr. Johnston has a degree in economics from Northwestern University and
an MBA from the University of California, Berkeley.
Mr. Glenn J. Kennedy - see information under "INFORMATION ABOUT DIRECTORS
AND NOMINEES FOR DIRECTORS".
Mr. Ronald J. Harrison joined the Company in February 1997 as Vice
President of Operations. Prior to joining the Company, Mr. Harrison had 29 years
of experience in the apparel business holding various positions including
industrial engineer, plant manager and vice president of manufacturing (Champion
Inc.) and president of two smaller apparel companies (C & L Apparel
Manufacturing and Hartin Industries). Prior to joining the Company, Mr. Harrison
was chief operating officer for Jelyn Associates (d/b/a Old Glory), a
Pennsylvania sweater company from 1995 to February 1997. Offshore experience
includes Mexico, all of Central America and the Caribbean Basin. Mr. Harrison
has a bachelor's degree from Louisiana Tech University and an MBA from Memphis
State University.
Mr. Warren Nesbit, II joined the Company in December 1985 as Director of
Human Resources. He was named Vice President of Human Resources in 1990 and
elected to serve as a Corporate Vice President in 1993. Mr. Nesbit served as
Vice President of Industrial Relations with Marion Manufacturing, in Marion,
North Carolina prior to joining the Company. He held various manufacturing and
human resource responsibilities with Burlington Industries from 1978 to 1984.
Mr. Nesbit is a graduate of the University of North Carolina.
Mr. James Douglas Dickson joined the Company in 1994 as Corporate
Controller. He was elected Assistant Secretary on December 15, 1994. Prior to
joining the Company, Mr. Dickson served as Controller of Hickorycraft, Inc., a
division of Masco Corporation, from 1987 to 1994 and as Division Controller of
Sealed Air Corporation from 1982 to 1987. Mr. Dickson holds a B.A. from the
University of Georgia and is a Certified Management Accountant.
The Company's officers are elected for a one-year term our until successors
are duly qualified at the annual meeting of the Board of Directors.
EXECUTIVE OFFICER COMPENSATION
The table below shows the compensation paid or accrued by the Company
for the three fiscal years ended December 31, 1998, 1997 and 1996, to or for the
account of each of the Chief Executive Officers and the Company's four most
highly compensated other executive officers whose total annual salary and bonus
for 1998 exceeded $100,000 (collectively, the named Executive Officers).
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
---------------------------------- ----------------------
Other Stock
Annual Option All Other
Name and Fiscal Salary Compen-satioAwards LTIP Compen-sation
Principal Position Year ($) Bonus($) ($) (#Sh) Payouts ($) (3)
- --------------------- ----------------------------- ---------- --------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lee N. Mortenson (1) 1998 225,000(9) 427,928 87,710(10) 750(8) 0 2,871
President and Chief 1997 176,500(9) 125,813 47,541(10) 78,000(8) 0 2,684
Executive Officer 1996 0 0 0 0 0 0
Donald R. Denne 1998 157,500 30,346 (2) 0 0 2,693
Senior Vice 1997 150,000 10,800 (2) 7,500 5,100(4) 2,691
President 1996 143,004 18,218 (2) 3,750 4,200(4) 2,519
of Company and
President of Health
Products Division
Ronald J. Harrison 1998 145,008 212,643(12) (2) 7,500 0 2,730
(7) 1997 112,500 37,676 (2) 18,750 0 1,080
Vice President of
Operations
Dixon R. Johnston 1998 157,500 233,278(12) (2) 15,000 0 2,769
(5) 1997 150,000 41,797 20,000(6) 9,375 0 2,800
Senior Vice 1996 121,654 25,000 25,000(6) 9,375 0 1,136
President of
Company and
President of the
Consumer Products
Division
Glenn J. Kennedy 1998 146,500(13) 72,375 (2) 750(8) 0 540
(11) 1997 69,244(13) 30,000 (2) 21,750(8) 0 0
Vice President, 1996 0 0 0 0 0 0
Treasurer,
Secretary and Chief
Financial Officer
<FN>
All share amounts in the above table have been restated to reflect the 3 for 2
stock split effected on November 16, 1998.
(1) The Board of Directors elected Mr. Lee N. Mortenson, a Director of the
Company, on February 20, 1997 as President and Chief Executive Officer
of the Company.
(2) Less than 10% of annual salary and bonus.
(3) Represents matching contributions by the Company under its Employee
Savings and Profit Sharing Plan.
(4) These payments were made pursuant to the Company's 1991 Management
Bonus Plan in connection with the expiration of stock options.
(5) Mr. Dixon R. Johnston joined the Company in February 1996 and is
Senior Vice President of the Company and President of the Consumer
Products Division.
(6) Includes a $20,000 moving allowance ($15,000 in 1996) paid to or on
behalf of Mr. Johnston and a $10,000 signing bonus paid in 1996.
(7) Mr. Ronald J. Harrison joined the Company in February 1997 as Vice
President of Operations.
(8) Includes 750 and 3,000 options issued in 1998 and 1997, respectively,
in connection with the Company's 1997 Nonqualified Stock Option Plan
for Directors.
(9) Includes $10,500 and $8,750 in 1998 and 1997, respectively, of fees
for serving on the Board of Directors and various Board Committees.
(10) Includes country club dues ($4,619 in 1998 and $3,249 in 1997),
automobiles ($11,191 in 1998 and $5,292 in 1997), temporary living
expenses ($56,201 in 1998 and $10,845 in 1997), travel for spouse
($6,124 in 1997) and reimbursements for payment of income taxes
($9,016 in 1997).
(11) Mr. Glenn J. Kennedy, a Director of the Company, was elected in June
1997 as Vice President, Treasurer, Secretary and Chief Financial
Officer.
(12) Includes $150,000 compensation awarded on a discretionary basis for
results achieved during the calendar year under a plan approved by the
Board of Directors. The compensation is paid over the succeeding three
years on a pro rata basis. Should the officer voluntarily leave the
Company during that three-year period, he will forfeit all rights to
any unpaid balance.
(13) Includes $11,500 and $6,626 in 1998 and 1997, respectively, of fees
for serving on the Board of Directors and various Board Committees.
</FN>
</TABLE>
Termination of Employment and Change of Control Arrangements
The Company has entered into termination of employment and change of
control arrangements with respect to the Chief Executive Officer and the named
Executive Officers of the Company, Messrs. Denne, Harrison, Johnston and
Kennedy.
Mr. Mortenson has been provided with a severance package requiring, that in
the event of termination without cause, the payment of 100% of his base pay and
benefits for a period equal to the lesser of twelve months or the number of
months Mr. Mortenson remains unemployed.
Mr. Denne's severance arrangement provides that in the event that he is
terminated without cause he shall be entitled to receive a payment equal to 100%
of his base pay and benefits for a period of six months. In addition, following
the six-month period, Mr. Denne is entitled to receive a contingent payment
equal to 100% of his base pay and benefits for the lesser of (a) six months or
(b) the number of months that he remains unemployed.
Mr. Harrison's severance arrangement provides that in the event that he
is terminated without cause he shall be entitled to receive a payment equal to
100% of his base pay and benefits for a period of six months. In addition,
following the six-month period, Mr. Harrison is entitled to receive a contingent
payment equal to 100% of his base pay and benefits for the lesser of (a) six
months or (b) the number of months that he remains unemployed.
Mr. Johnston's severance arrangement provides that in the event his
employment with the Company is involuntarily terminated or he is asked to
resign, in either case without cause, then he shall be entitled to receive a
payment equal to 100% of his base pay and benefits for a period of nine months.
In addition, following the nine-month period, Mr. Johnston is entitled to
receive a contingent payment equal to 100% of his base pay and benefits for the
lesser of (a) nine months or (b) the number of months that he remains
unemployed.
Mr. Kennedy's severance arrangement provides that in the event that he
is terminated without cause he shall be entitled to receive a payment equal to
100% of his base pay and benefits for a period of six months. In addition,
following the six-month period, Mr. Kennedy is entitled to receive a contingent
payment equal to 100% of his base pay and benefits for the lesser of (a) six
months or (b) the number of months that he remains unemployed.
The table below shows the individual grants of stock options to the
named Executive Officers during the fiscal year ended December 31, 1998. No
stock appreciation rights (SARs) were granted during the year.
Option Grants in 1998 Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Rates of
Stock Price
Appreciation for
Individual Grants Option Term*
--------------------
--------------------------------------------------------
% of Total Options
Options Granted to Exercise or
Granted Employees Base Price Expiration
Name (Shs) in Fiscal Year ($/Sh) Date 5% 10%
- ------------------ ----------- ------------------- ------------ ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Lee N. Mortenson 750(2) 1.2% $27.25 12/17/03 $5,646 $12,477
Donald R. Denne -- -- -- -- -- --
Ronald J. 7,500(1) 11.9% $27.25 12/17/03 $56,465 $124,773
Harrison
Dixon R. Johnston 15,000(1) 23.8% $8.00 9/23/03 $33,154 $73,261
Glenn J. Kennedy 750(2) 1.2% $27.25 12/17/03 $5,646 $12,477
<FN>
All amounts in the above table have been restated to reflect the 3 for 2 stock
split effected on November 16, 1998.
* These amounts represent certain assumed rates of appreciation only.
Actual gains, if any, on stock option exercises and Common Stock
holdings are dependent on the future performance of the Common Stock
and overall stock market conditions.
(1) Qualified stock option granted by the Board of Directors under the 1993
Long Term Performance Plan. The option becomes exercisable as to
one-fourth of the shares each year beginning one year after the date of
grant. The option price equals the average of the high and low price of
the Common Stock on the American Stock Exchange on the date of grant.
Special provisions govern the exercise of the option in the event of
termination of employment, retirement, disability or death.
(2) Options granted under the Company's 1997 Nonqualifed Stock Option Plan
for Directors. The option becomes exercisable on the date of grant. The
option price equals the average of the high and low price of the Common
Stock on the American Stock Exchange on the date of grant. Special
provisions govern the exercise of the option in the event of
termination of directorship, retirement, disability or death.
</FN>
</TABLE>
The table below shows, on an aggregated basis, each exercise of stock
options during the fiscal year ended December 31, 1998 by each of the named
Executive Officers and the 1998 fiscal year-end value of unexercised options. No
SARs were granted or exercised during the year and no SARs are currently
outstanding.
Aggregate Option Exercises in the 1998 Fiscal
Year and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at In-the-Money
FY-End (#Sh) Options at FY-End
($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#Sh) Realized ($) Unexerciseable Unexerciseable
- ------------------- --------------- -------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Lee N. Mortenson 18,750 $252,813 3,750/56,250 $66,125/$1,244,531
Donald R. Denne 4,500 25,125 10,313/8,438 $226,836/$184,570
Ronald J. Harrison 4,687 $82,804 0/14,063 $0/$309,972
Dixon R. Johnston 0 0 7,031/26,719 $154,980/$518,926
Glenn J. Kennedy 4,687 $83,194 3,750/14,083 $66,125/$311,133
<FN>
All amounts in the above table have been restated to reflect the 3 for 2 stock
split effected on November 16, 1998.
</FN>
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires directors and executive officers and certain persons who own more
than 10% of the Company's common stock to file with the Securities and Exchange
Commission initial reports of ownership of their common stock and reports of
changes of such ownership. Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to the Company during the fiscal year ended
December 31, 1998 and Forms 5 and amendments thereto furnished to the Company
with respect to the fiscal year ended December 31, 1998, and written
representations from reporting persons that no other reports were required to be
filed, to the best of the Company's knowledge, no reporting person failed to
file on a timely basis any reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year.
INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Currently, the Company's Certificate of Incorporation authorizes the
Company to issued up to 3,000,000 shares of its $2.50 Par Value Common Stock.
The current number of shares of Common Stock issued is 2,829,384. The Board of
Directors has determined that to ensure that an adequate number of shares will
be available for possible future corporate purposes, including but not limited
to acquisitions, new capital, stock splits or dividends and issuance of stock
under existing stock option plans, it may become necessary to amend the
Company's Certificate of Incorporation to increase the number of shares the
Company is authorized to issue.
The Board of Directors recommends that the shareholders approve a
resolution authorizing the Board to cause an amendment to the Company's
Certificate of Incorporation to be filed subject to the following terms. In
order to minimize Delaware Corporate Franchise Taxes, the resolution would grant
the Board discretion as to the timing of the filing of the amendment (up to the
earlier of thirteen months from the date of the 1999 Annual Meeting of
Stockholders or the date of the 2000 Annual Meeting of Stockholders) and amount
of increase of authorized shares (up to 10,000,000 shares) to be effected
thereby. In addition, the resolution will provide that at any time prior to the
effectiveness of the filing of the amendment and notwithstanding authorization
of the proposed amendment by the stockholders, the Board may abandon such
proposed amendment with further action by the stockholders.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
selected BDO Seidman, LLP to serve as the Company's independent accountants for
the fiscal year ended December 31, 1998. BDO Seidman, LLP served as the
Company's independent accountants for the fiscal years ended December 31, 1994,
1995, 1996 and 1997.
The Board of Directors customarily appoints auditors to serve for the
current fiscal year in the third or fourth quarters of the year. Accordingly,
the Board of Directors has not yet selected independent public accountants for
1999.
Representatives of BDO Seidman are expected to be present at the Annual
Meeting of Stockholders with an opportunity to make a statement if they desire
to do so, and they are expected to be available to respond to appropriate
questions.
OTHER MATTERS
The Board of Directors does not know of any other business to be
presented for consideration at the Annual Meeting. If other matters properly
come before the Annual Meeting, the persons named in the accompanying form of
proxy intend to vote thereon in accordance with their best judgment. The Company
will bear the cost of the Annual Meeting and the cost of soliciting proxies in
the accompanying form, including the cost of mailing this proxy statement. In
addition to solicitation by mail, directors, officers and regular employees of
the Company (none of whom will be additionally compensated for such services)
may solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage firms and other custodians, nominees and fiduciaries to forward forms
of proxy and proxy materials to their principals and the Company will reimburse
them for their reasonable expenses in connection therewith.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH PERSON WHOSE PROXY IS
BEING SOLICITED, UPON WRITTEN REQUEST, A COPY OF ITS FORM 10-K INCLUDING THE
FINANCIAL STATEMENTS, NOTES TO THE FINANCIAL STATEMENTS AND THE FINANCIAL
SCHEDULES CONTAINED THEREIN. Copies of any exhibits thereto also will be
furnished upon the payment of a reasonable duplicating charge. Written requests
for copies of any such materials should be directed to Douglas Dickson, Jr.,
Assistant Secretary, Alba-Waldensian Inc., Post Office Box 100, Valdese, North
Carolina 28690.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to such meeting on or
before December 12, 1999. The 2000 Annual Meeting of Stockholders is currently
contemplated to be held on May 13, 2000. In addition, if the Company receives
notice of a shareholder proposal after March 1, 2000, such proposal would be
considered untimely and the persons named in the proxy statement and form of
proxy for the 2000 Annual Meeting will have discretionary authority to vote on
such proposal without discussion of the matter in the proxy statement and
without such matter appearing as a separate item on the proxy card.
<PAGE>
APPENDIX A
ALBA-WALDENSIAN, INC.
(logo)
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD
MAY 13, 1999
The undersigned hereby appoints Paul H. Albritton, Jr. and William M.
Cousins, Jr. and each or any of them, proxies, with full power of
substitution, with the powers the undersigned would possess if personally
present, to vote, as designated below, all shares of the $2.50 par value
Common Stock of the undersigned in Alba-Waldensian, Inc. at the Annual
Meeting of Stockholders to be held on May 13, 1999, and at any adjournment
thereof. THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN AND, UNLESS OTHERWISE
DIRECTED, WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS. The
Board of Directors recommends voting FOR on each item.
1. ELECTION OF DIRECTORS: Nominees are C. Alan Forbes, Lee N.
Mortenson and Michael R. Stroll
[ ] FOR all listed nominees (except do not vote for the nominee(s) whose
name(s) I have written below)
- ----------------------------------------------------------------------------
[ ] WITHHOLD AUTHORITY to vote for the listed nominees.
2. APPROVAL OF A RESOLUTION AUTHORIZING THE BOARD OF DIRECTORS TO CAUSE AN
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO BE FILED (FOR UP TO
THE EARLIER OF THIRTEEN MONTHS FOLLOWING THE 1999ANNUAL MEETING OF STOCKHOLDERS
OR THE DATE OF THE 2000 ANNUAL MEETING OF STOCKHOLDERS) INCREASING THE COMPANY'S
AUTHORIZED SHARES UP TO 10,000,000 SHARES.
[ ] FOR APPROVAL [ ] AGAINST [ ] ABSTAIN
<PAGE>
(Continued from other side)
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Receipt of Notice of Annual Meeting of Stockholders and accompanying Proxy
Statement is hereby acknowledged.
PLEASE DATE AND SIGN EXACTLY AS PRINTED BELOW AND RETURN PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
Dated:_________________________, 1999. ______________________________________
______________________________________ (When signing as attorney, executor,
administrator, trustee, guardian, etc., give title as such. If joint account,
each joint owner should sign.)
