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 23, 1996
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 23, 1996,
in the Conference Center, at Hahn & Hessen LLP, 36th Floor,
Empire State Building, 350 Fifth Avenue, New York, NY 10118 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 of record at the close of business on April 8,
1996 are entitled to notice of and to vote at the Annual Meeting
or adjournments thereof.
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 entitled 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 30, 1995 is enclosed, but is not part of the Company's
proxy solicitation material.
ROGER M. EICHEL,
Vice President and
Secretary
Dated: April 16, 1996
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 of Hampton
Industries, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for the Annual
Meeting of Shareholders to be held on May 23, 1996. All holders
of record on April 8, 1996 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 8, 1996, 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 Executive 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) 597,823 13.0
Pearl F. Schechter
(P.O. Box
614, Kinston, NC
28502) 506,163<F2> 11.0
Paul Chused (P.O.
Box 614,
Kinston, NC 28502) 439,126 <F3> 9.6
Les Fuchs (3035 River
North Pkwy,
Atlanta, GA 30328-1117) 511,149 11.1
- -1-
<CAPTION>
Name and address of Amount and nature of Percentage
beneficial owner beneficial ownership <F1> of class
<S> <C> <C>
Dimensional Funds
Advisors, Inc.
(1299 Ocean Avenue,
Suite 650
Santa Monica, CA
90401) 378,100 <F4> 8.2
All Directors and
Officers as a
group (7 Executive
Officers
and 6 Directors) 1,909,519 <F5> 41.6
<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 thereto.
<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.
- -2-
<CAPTION>
Shares of
voting stock
Name, age Year in beneficially Percent
and Principal which first owned April of
occupation elected <F1> 8, 1996 <F2> Class
<S> <C> <C> <C>
David Fuchs (71)
Chairman and Chief
Executive
Officer of Company 1946 597,823 13.0
Steven Fuchs (36)
President 1993 193,352 4.2
Sol Schechter (79)
Director of Company 1946 506,163 <F3> 11.0
Paul Chused (52)
Vice President 1979 439,126 <F4> 9.6
Gerald Frieder (73)
President, Lakeview
Holding and Development
Corp.
Ossining, NY 1992 - -<F5>
Herbert L. Ash (54)
Partner, Hahn & Hessen
LLP, Attorneys
New York, NY 1994 - -
<FN>
<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 377,934 shares owned by Mrs. Schechter, as to which
Mr. Schechter disclaims beneficial interest.
<F4>
(4) Includes 130,881 shares held by Mr. Chused as Custodian for
his cildren, 130,881 shares held by Mr. Chused as custodian
for the minor children of his brother, 1000 shares held by Mr.
Chused's wife, in which Mr. Chused disclaims beneficial
interest, and 18,370 shares held in a Trust of which Mr.
Chused is the beneficiary. Excludes 36,740 shares held in
Trust in which Mr. Chused disclaims beneficial interest.
<F5>
(5) Less than one percent.
</FN>
</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.
- -3-
All of the above named, except Gerald Frieder and Herbert L.
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 January 1996. He was President
from May 1994 to January 1996, 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 January 1996. He was previously President of
Hampton Shirt Co., Inc. from May 1992 and Vice
President-Merchandising 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 LLP for more
than five years.
<TABLE>
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 1995 fiscal year.
<CAPTION>
Annual Compensation
Other (1)
Name and Principal Annual
Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
David Fuchs 1995 $ 600,000 $ - $ -
Chairman and 1994 600,000 - -
Chief Executive 1993 600,000 - -
Steven Fuchs 1995 218,271 - -
President and 1994 184,598 - -
Director 1993 172,300 - -
Robert J. Stiehl, Jr.1995 218,708 - -
Executive Vice 1994 195,408 - -
President-Operations 1993 190,000 - -
and Chief Financial
Officer
Roger Eichel 1995 251,764 - -
Vice President 1994 241,247 - -
and Secretary 1993 235,000 - -
- -4-
Paul Chused 1995 307,115 - -
Vice President 1994 276,566 - -
and Director 1993 250,000 - -
<CAPTION>
Long Term Compensation
Non-Qualified All
Name and Principal Stock Other
Position Year Option Plan (2) Compensation
<S> <C> <C> <C>
David Fuchs 1995 $ - $ 12,000
Chairman and 1994 - 12,000
Chief Executive 1993 - 30,000
Steven Fuchs 1995 - 4,365
President and 1994 - 3,692
Director 1993 - 8,615
Robert J. Stiehl, Jr. 1995 - 4,374
Executive Vice 1994 - 3,908
President-Operations 1993 - 9,500
and Chief Financial
Officer
Roger Eichel 1995 - 5,035
Vice President 1994 - 4,825
and Secretary 1993 - 11,750
Paul Chused 1995 - 6,142
Vice President 1994 - 5,531
and Director 1993 - 12,500
</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) Reference is made to the information under the caption
"Certain Transactions".
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 1995 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 Executive Compensation Committee, which met once during the
1995 fiscal year, is composed of David Fuchs, Steven 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 1995 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.
- -5-
REPORT OF COMPENSATION COMMITTEE
The Executive Compensation Committee is comprised of David
Fuchs, Steven Fuchs, Sol Schechter, and Paul Chused, 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 once during 1995. 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.
The members of the Executive Compensation Committee and their
families own approximately 37.8% 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
1995, the same as in 1994. 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 six other executives has been
determined after consultation between the Executive Compensation
Committee and the Board. The Board has relied extensively on
the views of the Executive Compensation Committee. 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
Through December 31, 1995, the Company maintained two qualified
profit sharing plans. The two plans were essentially identical.
One covered the hourly associates of the Company, and the other
covered the salaried associates. These plans exclude all
associates who were classified as "highly compensated" under the
provisions of the Internal Revenue Code. The contributions to
the Plans are discretionary.
On December 31, 1995, the qualified plan for salaried
associates was merged into the qualified hourly associates plan,
which plan was amended to, among other things, include "highly
compensated" associates. The Company will make a matching
contribution of 40% of the deferral amount that the associates
elect to make (as limited by the Internal Revenue Service Code).
The Company has the option of changing the matching contribution
each year. The Company continues to have the right
to amend, modify or terminate the Plan.
- -6-
Supplemental Retirement Plan for Key Employees
The Company maintains a Supplemental Retirement Plan for Key
Employees (the Plan) to permit certain key associates to defer
receipt of current compensation in order to provide retirement
and death benefits on behalf of such associates. Company profit
sharing credits are determined at the discretion of the Board of
Directors. Amounts of profit sharing credits are vested in the
same manner as vesting occurs under the Company's Qualified
Profit Sharing and Retirement Savings Plans. An annual return
equal to the Moody's AAA Corporate bond rate is added to each
participant deferred compensation account balance and employer
profit sharing credit account balance. The Company may provide
supplemental profit sharing credits to one or more active
participants in the Plan, the amount of which shall be
determined by the Board of Directors in its sole and absolute
discretion.
As of December 30, 1995, there were 43 participants in the
Plan, including all of the executive officers of the Company.
None of these associates were able to participate in the
Company's qualified profit sharing plans prior to January 1,
1996. 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.
As of January 1, 1996, the participants in this Plan are no
longer able to make salaried deferrals. Participant deferrals
are fully vested.
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.
Long-term incentives
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 1995.
COMPENSATION COMMITTEE
David Fuchs, Chairman
Steven Fuchs, Member
Sol Schechter, Member
Paul Chused, Member
- -7-
COMPARATIVE STOCK PERFORMANCE
<TABLE>
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 29, 1990 with reinvestments of
dividends.
A copy of this graph has been submitted to the SEC. A tabular
form of the graph is below.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Hampton Industries
Common Stock $ 100 $ 123 $ 213 $ 143 $ 107 $ 107
Dow Jones Industrial
Average 100 122 135 156 164 225
Dow Jones Apparel
Industry index 100 177 201 143 172 209
</TABLE>
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
$52,612 in interest under the notes in 1995; and as of December
31, 1995, there remained outstanding the principal amount of
$395,993 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 1995, the Company retained the firm of Hahn & Hessen
LLP, of which Mr. Ash is a partner, for legal services, and said
firm will be retained during the current year.
- -8-
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 LLP 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 LLP is expected to be present at the Shareholders'
Meeting on May 23, 1996 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 6, 1996.
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
- -9-
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 8, 1996, at the Annual
Meeting of Shareholders to be held on Thursday, May 23, 1996 at
10:00 a.m., in the Conference Room, at Hahn and Hessen LLP, 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 WITHOLD Steven Fuchs
Directors listed to the right AUTHORITY Sol Schechter
(except as marked to vote for all Paul Chused
to the contrary) nominees Gerald Fieder
Herbert L. Ash
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.
