SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Section 240.14a-11(c) or
Section 240.14a-12
Hampton Industries, Inc.
(Name of Registrant as Specified In Its Charter)
Robert J. Stiehl, Jr.
Executive Vice President - Operations
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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:
_________________________________________________________________
_______
HAMPTON INDUSTRIES, INC.
(A North Carolina Corporation)
P.O. Box 614
Kinston, NC 28502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 25, 1995
To the Shareholders:
This is to notify you that the Annual Meeting of Shareholders
of Hampton Industries, Inc. (hereinafter referred to as the
"Company") will be held at 10:00 A.M. on Thursday, May 25, 1995, in
the Conference Room, at Hahn and Hessen, 36th Floor, Empire State
Building, 350 Fifth Avenue, New York, NY for the following
purposes:
I. To elect a Board of six Directors to serve for one
year or until the election of their successors;
II. To transact such other business as may properly come
before the meeting. (No such other business is known to the
management).
Shareholders who held their stock of record at the close of
business on April 10, 1995 will be entitled to vote at the meeting.
The Board of Directors cordially invites you to attend the
meeting in person. However, whether or not you plan to attend, it
would be greatly appreciated if you would mark and sign the
enclosed Proxy, returning it to American Stock Transfer and Trust
Company in the addressed, postage-paid reply envelope which is
enclosed for your convenience. If you should thereafter decide to
attend the meeting in person and you desire to vote your shares,
you may do so and your Proxy will be returned to you. In addition,
you are privileged to revoke your Proxy at any time prior to voting
by presenting a proxy bearing a later date or by giving notice of
such revocation to the Secretary at the office of the Company at
2000 Greenville Highway, P.O. Box 614, Kinston, NC 28502.
The annual report of the Company for the fiscal year ended
December 31, 1994 is enclosed, but is not part of the Company's
proxy solicitation material.
ROGER M. EICHEL,
Vice President and
Secretary
Dated: April 14, 1995
<PAGE>
HAMPTON INDUSTRIES, INC.
2000 Greenville Highway
P.O. Box 614
Kinston, NC 28502
PROXY STATEMENT
This proxy statement and proxy/voting instruction card are
being delivered to all holders of common shares in connection with
the solicitation of proxies by the Board of Directors for the
Annual Meeting of Shareholders. All holders of record on April 10,
1995 are entitled to one vote for each share owned on each matter
that comes before the meeting. A majority of the shares entitled
to vote represented in person or by proxy shall constitute a
quorum. The only matters known to be brought before the meeting
are those included in this proxy statement. As of the record date
there were 4,585,629 shares of Common Stock outstanding and
entitled to vote.
VOTING SECURITIES
Principal Shareholders
<TABLE>
The following table sets forth as of April 10, 1995, the
beneficial ownership by each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock
and information as to the beneficial ownership of such outstanding
Common Stock by all Directors and Officers as a group:
<CAPTION>
Name and address of Amount and nature of Percentage
beneficial owner beneficial ownership <F1> of class
<S> <C> <C>
David Fuchs (15 W. 34th St.,
New York, NY 10001-3060) 617,823 13.5
Pearl F. Schechter (P.O. Box
614, Kinston, NC 28502) 518,754 <F2> 11.3
Paul Chused (P.O. Box 614,
Kinston, NC 28502) 404,827 <F3> 8.8
Les Fuchs (3035 River North Pkwy,
Atlanta, GA 30328-1117) 518,241 11.3
PAGE 1
<PAGE>
<CAPTION>
Name and address of Amount and nature of Percentage
beneficial owner beneficial ownership<F1> of class
<S> <C> <C>
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401 405,400 <F4> 8.8
All Directors and Officers as a
group (9 Officers and 7 Directors) 2,025,754 <F5> 44.1
<FN>
<F1>
(1) Footnote (2), Page 3 is incorporated by reference.
<F2>
(2) Includes 128,229 shares owned by Mr. Schechter, a Director of
the Company, as to which Mrs. Schechter disclaims beneficial
interest.
<F3>
(3) Footnote (4), Page 3 is incorporated by reference.
<F4>
(4) Based solely on statements filed with the Securities and
Exchange Commission pursuant to Section 13 (g) of the Exchange Act,
all such shares are owned by investment advisory clients of
Dimensional Fund Advisors, Inc., ("Dimensional") no one of which to
the knowledge of Dimensional, owns more than 5% of the class.
Dimensional disclaims beneficial ownership of all such shares. The
Company has no independent knowledge with respect hereto.
<F5>
(5) Excludes the shares listed in footnote (4) and the shares
beneficially owned by Les Fuchs.
</FN>
</TABLE>
ELECTION OF SIX DIRECTORS
<TABLE>
Six directors will be elected at the Annual Meeting to serve
until the next Annual Meeting of Shareholders or until a successor
is elected. The Board of Directors has nominated for election the
six persons named below. All of the nominees are currently
directors and were elected by the shareholders. The Proxies
solicited by the Board of Directors will be voted for the election
of the following candidates (except those Proxies in which
authority is withheld) in the absence of a vacancy in the proposed
slate. Each candidate has agreed to serve if elected, and the
Company does not contemplate that any of the candidates will be
unavailable for election; however, in the event of a vacancy in the
proposed slate occasioned by death or other unexpected occurrence,
the Proxies will be voted according to the best judgment of the
Proxy holders.
PAGE 2
<PAGE>
<CAPTION>
Shares of
voting stock
Name, age Year in beneficially Percent
and Principal which first owned April of
occupation elected <F1> 10, 1995 <F2> Class
<S> <C> <C> <C>
David Fuchs (70)
Chairman and Chief Executive
Officer of Company 1946 617,823 13.5
Sol Schechter (78)
Director of Company 1946 518,754 <F3> 11.3
Paul Chused (51)
President 1979 402,827 <F4> 8.8
Gerald Frieder (72)
President, Lakeview Holding
and Development Corp.
Ossining, NY 1992 - -<F5>
Steven Fuchs (35)
President, Hampton Shirt Co., Inc.
(N.Y. Corp), a wholly owned
subsidiary of Hampton Industries,
Inc., New York, NY 1993 189,352 4.1
Herbert L. Ash (53)
Partner, Hahn & Hessen, Attorneys
New York, NY 1994 - -<F5>
<F1>
(1) To the Board of Directors of the Company or its predecessors.
<F2>
(2) Information provided in this column was provided by the
individuals named and the Company's transfer agent. The Company
has no reason to believe the information incorrect.
<F3>
(3) Includes 390,525 shares owned by Mrs. Schechter, as to which
Mr. Schechter disclaims beneficial interest.
PAGE 3
<PAGE>
<F4>
(4) Includes 124,881 shares held by Mr. Chused as Custodian for
his minor children, 124,881 shares held by Mr. Chused as custodian
for the minor children of his brother, Andrew Chused, Treasurer of
the Company, 1000 shares held by Mr. Chused's wife, as to which Mr.
Chused disclaims beneficial interest, and 18,370 shares held in
Trust of which Mr. Chused is the beneficiary. Excludes 36,740
shares held in Trust of which Mr. Chused disclaims beneficial
interest.
<F5>
(5) Less than one percent.
</TABLE>
There are no arrangements or understandings pursuant to which
any of the above named were elected as Officers or Directors. All
Officers and Directors hold office for one year or until their
successors are elected and qualified, unless otherwise specified by
the Board of Directors. Any Officer or Director is subject to
removal with or without cause, at any time, by a vote of the
majority of the Board of Directors.
All of the above named, except Gerald Frieder and Herbert Ash
are related by blood or marriage. David Fuchs and Sol Schechter
are brothers-in-law. Paul Chused is their nephew. Steven Fuchs is
the son of David Fuchs.
All of the Executive Officers have served in various
executive capacities over the past five years. David Fuchs was
elected to his present office in 1975. Sol Schechter was President
of the Company from 1975 until his retirement in 1994. Paul Chused
was elected to his present office in 1994. He was Senior Vice
President from 1993 to 1994 and prior thereto Vice President of
Operations for in excess of five years. Steven Fuchs was elected
to his present position in May, 1992. He was previously Vice
President-Merchandising of Hampton Shirt Co., Inc. from May, 1991.
He has held various merchandising and sales positions with the
Company for more than five years prior thereto.
Gerald Frieder has served as President of Lakeview Holding
and Development Corp, which provides financial and tax services for
Corporate and individual clients, for more than five years.
Herbert L. Ash has been a partner of Hahn & Hessen for more than
five years.
Summary Compensation Table
The following table sets forth the compensation for the past
three fiscal years of the Chief Executive Officer and each of the
four most highly compensated Executive Officers as of the end of
the 1994 fiscal year.
PAGE 4
<PAGE>
<TABLE>
Annual Compensation
<CAPTION>
Other (1)
Name and Principal Annual
Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
David Fuchs 1994 $ 600,000 $ - $ -
Chairman and 1993 600,000 - -
Chief Executive 1992 535,000 165,000 -
Paul Chused 1994 276,566 - -
President and 1993 250,000 - -
Director 1992 214,000 60,000 -
Roger Eichel 1994 241,247 - -
Secretary 1993 235,000 - -
1992 200,000 50,000 -
Robert J. Stiehl, Jr. 1994 195,408 - -
Executive Vice 1993 190,000 - -
President-Operations 1992 175,000 - -
and Chief Financial
Officer
Steven Fuchs (3) 1994 184,598 - -
President, Hampton 1993 172,300 - -
Shirt Co. Inc. and 1992 - - -
Director
</TABLE>
<TABLE>
Long Term Compensation
<CAPTION>
Non-Qualified All
Name and Principal Stock Other
Position Year Option Plan(2) Compensation
<S> <C> <C> <C>
David Fuchs 1994 $ - $ 12,000
Chairman and 1993 - 30,000
Chief Executive 1992 - 35,000
Paul Chused 1994 - 5,531
President and 1993 - 12,500
Director 1992 - 14,950
Roger Eichel 1994 - 4,825
Secretary 1993 - 11,750
1992 - 13,750
Robert J. Stiehl, Jr. 1994 - 3,908
Executive Vice 1993 - 9,500
President-Operations 1992 - 8,750
and Chief Financial
Officer
Steven Fuchs (3) 1994 - 3,692
President, Hampton 1993 - 8,615
Shirt Co. Inc. and 1992 - -
Director
</TABLE>
(1) No amounts for executive perquisites and other personal benefits
securities or property are shown where the aggregate dollar amount per
executive is not in excess of the lesser of either $50,000 or 10% of
annual salary and bonus.
(2) The Company adopted a non-qualified stock option plan in 1992. The
purpose of the program is to furnish a significant equity opportunity to
the executive which provides an incentive to build long-term stockholder
value. No options have been granted under the plan.
(3) Mr. Steven Fuchs was elected a director in 1993; therefore, his
compensation for 1992 is not required to be disclosed.
(4) Reference is made to the information under the caption "Certain
Transactions".
PAGE 5
<PAGE>
Directors, who are not paid Officers of the Company, receive $500 for
attendance at each meeting of the Board of Directors and $500 for
attendance at each committee meeting. Travel and accommodation expenses
of the Directors incurred in attending Board meetings are reimbursed by
the Company.
Meetings of the Board of Directors and Committees
During the 1994 fiscal year, the Board of Directors met four times.
All of the Directors, other than Mr. Schechter, attended each of the
scheduled meetings during their incumbency. Mr. Schechter was unable to
attend one meeting for good cause.
The Company's Audit Committee consists of Herbert L. Ash, Gerald
Frieder, both of whom are independent Directors, and Sol Schechter. The
Audit Committee met one time during the year. The Audit Committee confers
with the Company's independent auditors on matters concerning the
Company's internal control system, the maintenance of its books and
records and other matters as appropriate.
The Compensation Committee met three times during the 1994 fiscal
year and is composed of David Fuchs, Sol Schechter and Paul Chused. The
Compensation Committee reviews executives' salaries, administers various
incentive compensation plans and recommends action to the Board of
Directors on matters related to compensation for officers and key
employees of the Company and its subsidiaries. Each of the members
abstains from compensation matters concerning their own compensation. The
committee's Compensation Committees Report for the 1994 fiscal year is set
forth herein.
The Company does not have a Nominating Committee of the Board of
Directors separate and apart from the Board of Directors as a whole.
Report of Compensation Committee
The Executive Compensation Committee is comprised of Mr. Fuchs, Sol
Schechter, and Paul Chused, President of the Company, all related family
members and executive officers or former executive officers of the
Company.
The Executive Compensation Committee will determine the compensation
of the executive officers of the Company, including the members of the
Committee and other key employees of the Company. The Committee met three
times during 1994. Each time they made their recommendations to the
Board. Each recommendation was approved by the Board of Directors
including the outside directors. Each director-executive officer
abstained from voting on the issue of his personal compensation.
PAGE 6
<PAGE>
The members of the Executive Compensation Committee and their
families own approximately 33.5% of the Company's outstanding shares of
Common Stock. The Board believes the members of the Committee, by reason
of their stock ownership and commitment to the Company, are substantially
motivated to act on behalf of all shareholders to optimize overall
corporate performance, thereby increasing the intrinsic value of each
shareholders investment in the Company.
Base Salary
The Chairman and Chief Executive compensation was $600,000 in 1994,
the same as in 1993. This salary was $700,000 in 1992. The Board
believes that his compensation is comparable to that generally paid to
Chief Executives of similar companies having comparable responsibilities.
Compensation paid to the four other executives have been determined
after consultation between the Board and the Chief Executive Officer. The
Board has relied extensively on the views of the Chief Executive Officer.
The amount of compensation received by each of the officers are believed
to be competitive with amounts paid to executives with comparable
qualifications, experience and responsibilities at companies of comparable
size. Past performance and expectations concerning future contributions
to the success of the Company and its business are also considered in
determining compensation.
Profit Sharing and Retirement Savings Plan
The Company maintains two qualified profit sharing and retirement
plans, one for hourly employees and one for salaried employees, which
provide death, disability and retirement benefits. Participation is open
to all full-time employees meeting certain eligibility requirements as to
age and length of service. The plans exclude all employees who are
classified as "highly compensated" under the provisions of the Internal
Revenue Code. The provisions of both plans are substantially identical.
Company contributions to the plans are made at the discretion of the
Board of Directors and are based on a specific formula defined within the
provisions of the Plans. Each plan is considered separately by the Board
of Directors and, therefore, contributions do not necessarily have to be
made to both plans in each year nor does the percent of compensation
contributed by the Company have to be the same for both plans.
Participants may defer from 3% to 15% of their compensation, subject to
the maximum dollar limit provided under the applicable provisions of the
Internal Revenue Code. Company contributions and participant deferrals
are funded currently.
PAGE 7
<PAGE>
Future benefit payments under the Plans depend on a large number of
variables including future Company contributions, participant salary
deferrals and investment gains or losses. In view of these uncertainties,
the Company does not project future payments under the Plans.
All of the Company's officers and directors are classified as "highly
compensated" employees and, as such, are no longer active participants in
the qualified plans and, therefore, no contributions were made on their
behalf to such plans since 1989. The amount of each individuals
accumulated profit sharing account balance has remained in the respective
qualified plan and has shared, on a pro rata basis with other Plan
participants, the profits and losses of the Plan's investments.
Supplemental Retirement Plan for Key Employees
The Company established a Supplemental Retirement Plan for Key
Employees to permit certain key employees to defer receipt of current
compensation in order to provide retirement and death benefits on behalf
of such employees. As of December 31, 1994, there were 54 participants in
this plan, including all of the executive officers of the Company. The
plan is not intended to be a qualified plan under the provisions of the
Internal Revenue Code. The Plan is intended to be unfunded and,
therefore, all compensation deferred under the Plan is held by the Company
and commingled with its general assets.
Plan participants may defer from 3% to 15% of total compensation. A
participant's deferral is fully vested in him at all times. Company
supplemental credits are determined at the discretion of the Board of
Directors. Amounts of supplemental credits are vested in the same manner
as vesting occurs under the Company's Profit Sharing and Retirement
Savings Plans. An annual return equal to the Moody's AAA Corporate bond
rate is added to each participant's deferred compensation account balance
and employers' supplemental credit account balance.
The amounts credited to the Chief Executive Officer and each of the
four most highly compensated executive officers has been included in the
preceding Summary Compensation table.
PAGE 8
<PAGE>
Stock Price Performance Graph
Comparative Stock Performance
The graph below compares the cumulative total stockholder return on
the common stock of the Company for the five fiscal years with the
cumulative return of the Dow Jones Industrial Average and the Dow Jones
Apparel Industry index. It assumes $100 invested on December 30, 1989
with reinvestments of dividends.
<TABLE>
A copy of this graph has been submitted to the SEC. A tabular form
of the graph is below.
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Dow Jones Industrial Average $100 $99 $121 $134 $155 $163
Apparel Industry Index 100 91 80 91 65 78
Hampton Industries Common Stock 100 48 61 106 71 54
Long-term incentives
</TABLE>
The Company's non-qualified stock option plan was adopted in 1992.
Options granted under the plan are intended to attract and retain
qualified employees and directors, and to motivate their best efforts on
behalf of the Company's interest. It is intended that options will
constitute an important part of an executive's compensation. The equity
opportunity will provide an incentive to build long-term shareholder
value. No options were granted during 1994.
COMPENSATION COMMITTEE
David Fuchs, Chairman
Sol Schechter, Member
Paul Chused, Member
PAGE 9
<PAGE>
Certain Transactions
In connection with the purchase in October, 1976 of certain
manufacturing and distribution facilities formerly leased by the Company,
purchase money mortgage notes in the aggregate amount of $4,825,000, were
issued to (i) the selling shareholders of Samsons Realty Co., Inc. (Les
Fuchs, Sol Schechter, Pearl Schechter, Harriet F. Chused, mother of Paul
Chused and Andrew Chused, and members of the families of David Fuchs and
Harriet F. Chused); and, (ii) Grandsam Realty Company, a North Carolina
partnership whose principals are David Fuchs, Les Fuchs, Paul and Andrew
Chused, their sister, Suzanne Bearman, and Arnold Schechter, son of Sol
Schechter. The purchase money mortgage notes bear interest at 8 1/4% per
annum and are payable in equal monthly installments through October 1,
1996. The Company paid $87,399 in interest under the notes in 1994; and
as of December 31, 1994, there remained outstanding the principal amount
of $836,728 on the notes. In the opinion of the Company, the prices paid
for the manufacturing and distribution facilities were equal to or less
than prices which would have been paid to a non-related seller.
During 1994, the Company retained the firm of Hahn & Hessen, of which
Mr. Ash is a partner, for legal services and said firm will be retained
during the current year.
OTHER BUSINESS AND INFORMATION
The Company does not intend to bring before the Meeting any business
other than as set forth in this Proxy Statement, and has not been informed
that any other business is to be presented at the Meeting. However, if
any matters other than those referred to above should properly come before
the Meeting, it is the intention of the persons named in the enclosed
Proxy to vote such Proxy in accordance with their best judgment.
The Board of Directors has reappointed Deloitte & Touche as auditors
of the Company and its subsidiaries for the current fiscal year.
Shareholders are not requested to act in connection with such selection.
A representative of Deloitte & Touche is expected to be present at the
Shareholders' Meeting on May 25, 1995 to answer appropriate questions and
to make a statement if the representative wishes to do so.
SHAREHOLDER PROPOSALS
Shareholder proposals for the next Annual Meeting of Shareholders
must be received by the Company at P.O. Box 614, Kinston, NC 28502 on or
before December 8, 1995.
PAGE 10
<PAGE>
EXPENSES OF SOLICITATION
The solicitation of Proxies is being made on behalf of the Board of
Directors of the Company, and all expenses in connection therewith will be
paid by the Company. Requests will be made of brokerage houses and other
custodians, nominees and fiduciaries to forward the solicitation material,
at the expense of the Company, to the beneficial owners of stock held of
record by such persons.
By order of the Board of Directors,
ROGER M. EICHEL,
Vice President and
Secretary
PAGE 11
HAMPTON INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints David Fuchs and Sol
Schechter as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote,
as designated, all the shares of Common Stock of Hampton
Industries, Inc., held of record by the undersigned on April 10,
1995, at the Annual Meeting of Shareholders to be held on
Thursday, May 25, 1995 at 10:00 a.m., in the Conference Room, at
Hahn and Hessen, 36th Floor, Empire State Building, 350 Fifth
Avenue, New York, NY or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
Nominees: David Fuchs
1. Election of FOR all nominees WITHHOLD Sol Schechter
Directors listed to the right AUTHORITY Paul Chused
(except as marked to vote for all Gerald Frieder
to the contrary) nominees Herbert L. Ash
Steven Fuchs
For, except vote withheld from the
following nominee(s):
_______________________________________
2. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before
the meeting (no such other business
is known to management).
This proxy will be voted FOR election of all nominees
identified in item 1.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
SIGNATURE____________________________ DATE__________________
SIGNATURE____________________________ DATE___________________
IF HELD JOINTLY
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
