HAMPTON INDUSTRIES, INC.
(A North Carolina Corporation)
P.O. Box 614
Kinston, NC 28502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 22, 1997
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 22, 1997,
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 seven Directors to serve for one year
or until the election of their successors;
II. To amend the Company's Non-Qualified Stock Option Plan to
(a) increase the number of shares issuable under the Plan
and (b) to eliminate the provision to terminate the Plan
ten years after its original effective date of adoption.
III. 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 March 31,
1997 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 28, 1996 is enclosed, but is not part of the Company's
proxy solicitation material.
ROGER M. EICHEL,
Vice President and
Secretary
Dated: April 4, 1997
I-1
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 22, 1997. All holders
of record on March 31, 1997 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 March 31, 1997, 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) 562,406 12.3%
Pearl F. Schechter (P.O. Box
614, Kinston, NC 28502) 495,083<F2> 10.8%
Paul Chused (P.O. Box 614,
Kinston, NC 28502) 417,532<F3> 9.1%
Les Fuchs (3035 River North
Pkwy, Atlanta, GA 30328-1117) 514,849 11.2%
I-2
<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 322,812<F4> 7.0%
All Directors and Officers as a
group (7 Executive Officers
and 6 Directors) 1,859,928<F5> 40.6%
<FN>
<F1>
(1) Footnote (2), Page 3 is incorporated by reference.
<F2>
(2) Includes 125,649 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 soley 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 SEVEN DIRECTORS
<TABLE>
Seven 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 seven persons named below. All of the nominees are
currently directors and were elected by the shareholders except
Roger M. Eichel who has been nominated by the Board of
Directors. 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.
I-3
<CAPTION>
Shares of
voting stock
Name, age Year in beneficially Percent
and Principal which first owned March 31, of
occupation elected<F1> 1997<F2> Class
- - ------------- ----------- --------------- -------
<S> <C> <C> <C>
David Fuchs (72)
Chairman and Chief
Executive Officer
of Company 1946 562,406 12.3%
Steven Fuchs(37)
President 1993 208,952 4.6%
Sol Schechter(80)
Director of Company 1946 495,083<F3> 10.8%
Paul Chused(53)
Vice President 1979 417,532<F4> 9.1%
Gerald Frieder(74)
President, Lakeview
Holding and Development
Corp. San Rafael, CA 1992 2,000 -
Herbert L. Ash(55)
Partner, Hahn & Hessen
LLP, Attorneys
New York, NY 1994 - -
Roger M. Eichel(48)
Vice President and
Secretary - 167,504<F5> 3.7%
<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 369,434 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 children, 126,627 shares held by Mr. Chused as custodian
for the minor children of his brother, 1,000 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) Represents 163,504 shares owned by Mrs. Eichel and 4,000
shares held by Mrs. Eichel as Custodian for their minor son.
</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
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time, by a vote of the majority of the Board of Directors.
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 and nephew of Sol
Schechter. Roger M. Eichel is the son-in-law of David Fuchs and
the brother-in-law of Steven 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. (a subsidiary) 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. Roger M. Eichel was elected Vice
President in 1993, prior thereto he was Secretary of the Company.
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.
COMPENSATION OF OFFICERS AND DIRECTORS
Summary Compensation Table
<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 1996 fiscal year.
<CAPTION>
Annual Compensation
-------------------
Other
Name and Principal Annual
Position Year Salary Bonus<F1> Compensation<F2>
- - ------------------ ---- ------ -------- ---------------
<S> <C> <C> <C> <C>
David Fuchs 1996 562,500 $25,596 -
Chairman and Chief 1995 600,000 - -
Executive Officer 1994 600,000 - -
Steven Fuchs 1996 282,500 21,330 -
President and 1995 218,271 - -
Director 1994 184,598 - -
<CAPTION>
Long-Term Compensation
----------------------
Non-Qualified All
Name and Principal Stock Other
Position Year Option Plan<F3> Compensation
- - ------------------ ---- -------------- ------------
<S> <C> <C> <C>
David Fuchs 1996 $ - $ -
Chairman and Chief 1995 - 12,000
Executive Officer 1994 - 12,000
Steven Fuchs 1996 - -
President 1995 - 4,365
and Director 1994 - 3,692
I-5
<CAPTION>
Annual Compensation
-------------------
Other
Name and Principal Annual
Position Year Salary Bonus<F1> Compensation<F2>
- - ------------------ ---- ------ -------- ---------------
<S> <C> <C> <C> <C>
Robert J. Stiehl, Jr. 1996 $220,000 $12,798 $ -
Executive Vice 1995 218,708 - -
President-Operations, 1994 195,408 - -
Chief Financial
Officer and
Treasurer
Roger Eichel 1996 255,000 17,064 -
Vice President 1995 251,764 - -
and Secretary 1994 241,247 - -
Paul Chused 1996 227,500 10,000 -
Vice President 1995 307,115 - -
and Director 1994 276,566 - -
<cation>
Long-Term Compensation
----------------------
Non-Qualified All
Name and Principal Stock Other
Position Year Option Plan<F3> Compensation
- - ------------------ ---- -------------- ------------
<S> <C> <C> <C>
Rober J. Stiehl, Jr. 1996 $ - -
Executive Vice 1995 - 4,374
President-Operations, 1994 - 3,908
Chief Financial
Officer and Treasurer
Roger Eichel 1996 - -
Vice President 1995 - 5,035
and Secretary 1994 - 4,825
Paul Chused 1996 - -
Vice President 1995 - 6,142
and Director 1994 - 5,531
<FN>
<F1>
(1) Includes bonuses paid in 1997 which were accrued under the
Executive Bonus Plan for 1996.
<F2>
(2) 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
bonus.
<F3>
(3) 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.
<F4>
(4) Reference is made to the information under the caption
"Certain Transactions".
</FN>
</TABLE>
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 1996 fiscal year, the Board of Directors met four
times. All of the Directors, attended each of the scheduled
meetings during their incumbency.
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
I-6
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
1996 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 1996 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 EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee (the "Committee")
determines the compensation of the executive officers of the
Company, including the members of the Committee and other key
employees of the Company.
The 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 Committee met once during 1996. Their recommendations were
presented to the Board for approval. Each director-executive
officer abstained from voting on the issue of his compensation.
The members of the Committee and their families own
approximately 36.8% 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 Officer was paid at the rate
of $550,000 annually, beginning April 1, 1996, prior thereto,
his annual compensation was $600,000. 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 Committee and the
Board. The Board has relied extensively on the views of the
Committee. The amount of compensation received by each of the
officers is 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.
I-7
Executive Bonus Plan
The Executive Bonus Plan (the "Bonus Plan") is a cash-based
incentive bonus program. The purpose of the plan is to motivate
and reward eligible employees for their contribution to achieve
corporate goals, by making a portion of their cash compensation
dependent upon exceeding certain pretax earnings goals in 1996.
The Bonus Plan provides for a maximum bonus amount of up to 30%
of the executive's base salary. Individual bonus amounts ranged
from 1.25% to 6% of the amount by which pretax earnings exceeded
the goal for 1996. The Committee has the discretion to reduce
(but not to increase) an individual's actual bonus payment which
would otherwise be payable under the formula. The plan requires
that an executive officer be employed as of the last day of the
performance period for which the bonus is payable, in order to
be eligible to receive payment of the bonus.
The Committee, at its discretion, (1) sets the particular goals
each year, which may vary from year to year, (2) may revise each
executives percentage of participation and (3) may include or
exclude selected officers.
For 1996, the total bonuses due under the Executive Bonus Plan
amounts to $86,788 payable to six officers.
Profit Sharing and Retirement Savings Plan
On December 31, 1995, the Company merged two qualified profit
sharing plans into a single plan (the "Plan") that is in
compliance with the regulations of the Internal Revenue Service
Code for qualification as a 401-K plan. The Plan covers all
associates of the Company. During 1996, the Company made a
matching contribution of 40% of the deferral amount that
associates elect to make (as limited by the Internal Revenue
Service Code) and the Company has set the matching contribution
rate for 1997 at 40%. The Company has the option of changing
the matching contribution each year and the right to amend,
modify or terminate the Plan.
Supplemental Retirement Plan for Key Employees
The Company maintains a Supplemental Retirement Plan for Key
Employees (the "Supplemental 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 Plan. Participant deferrals are fully vested. 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 Supplemental Plan, the amount of
which shall be determined by the Board of Directors in its sole
and absolute discretion.
I-8
As of December 31, 1996, there were 47 participants in the
Supplemental Plan, including all of the executive officers of
the Company. The Supplemental Plan is not intended to be a
qualified plan under the provisions of the Internal Revenue
Code. The Supplemental Plan is intended to be unfunded and,
therefore, all compensation deferred under the Supplemental Plan
is held by the Company and commingled with its general assets.
Participant additions to the Supplemental Plan were suspended
as of January 1, 1996 and no profit sharing credits were
allocated to any of the participants in 1996.
Long-term incentives
The Company's non-qualified stock option plan was adopted in
1992. Options granted under this 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. Options for
279,500 shares were granted during 1996.
<TABLE>
The following table shows the number and percentage of stock
options granted to the named executive officers during 1996, the
exercise price and expiration date of the options and the
potential realizable value of each grant assuming that the
market price of the stock appreciates in value from the date of
grant to the expiration date at assumed annualized 5% and 10%
rates. Options can be exercised at the rate of 20% per annum
after one year of employment from the date of grant with payment
in either cash or shares of the Company's Common Stock. Options
may only be exercised during employment or within three months
after employment ceases. The stock options expire five years
and thirty days from the date of grant. The Company is unable
to predict or estimate the Company's actual future stock price
or place a reasonably accurate present value on the options
granted.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
-----------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date
- - ---- ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
Steven Fuchs 68,000 24.3% $4.50 6/28/01
Roger Eichel 40,000 14.3% $4.50 6/28/01
Robert J. Stiehl, Jr. 28,000 10.0% $4.50 6/28/01
Paul Chused 20,000 7.2% $4.50 6/28/01
<CAPTION>
Potential Realizable Value
At Assumed Annual Rates
of Stock Price Appreciation
for Option Term
---------------------------
Name 5%($) 10%($)
- - ---- ---------- -----------
<S> <C> <C>
Steven Fuchs $84,200 $188,900
Roger Eichel $49,500 $111,100
Robert J. Stiehl, Jr. $34,700 $ 77,800
Paul Chused $24,800 $ 55,500
</TABLE>
EXECUTIVE COMPENSATION COMMITTEE
David Fuchs, Chairman
Steven Fuchs, Member
Sol Schechter, Member
Paul Chused, Member
I-9
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 29, 1991 with reinvestments of
dividends.
<TABLE>
A copy of this graph has been submitted to the SEC. A tabular
form of the graph is below.
COMPARISON OF FIVE YEAR CUMULATIVE INDEX
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Hampton Industries
Common Stock 100 167 112 84 84 100
Apparel Industry 100 111 84 88 95 132
S&P 500 100 108 118 122 165 203
</TABLE>
AMENDMENT TO THE HAMPTON INDUSTRIES, INC. 1992 NON-QUALIFIED
STOCK OPTION PLAN
At Hampton's 1992 Annual Meeting, shareholders of the Company
voted to approve the Hampton Industries, Inc. Non-Qualified
Stock Option Plan (the "Option Plan"). Shareholders are being
asked to approve amendments which would (a) increase the number
of shares that are authorized to be issued and (b) eliminate a
provision which would prohibit the grant of options after March
18, 2002.
Option Plan Administration and Participation
Under the Option Plan, six executive officers, eight division
presidents and twenty-six managers were granted options to
purchase Company stock in 1996. The grant of stock options is
administered by the Committee. The Committee selects those
employees of the Company to whom options are granted, the times
at which options are granted and expire and the number of shares
which may be purchased upon the exercise of options. The
purchase price of stock subject to options is determined by the
Committee but in no event shall the option price be less than
the fair market value on the date of grant. No stock option may
be exercised more than ten years from the date of grant or such
shorter period as the Committee may determine.
I-10
Tax Consequences
There are no tax consequences to the optionee or the Company
upon the grant of an option. Upon exercising the option, the
optionee recognizes ordinary income to the extent the market
value of the stock exceeds the exercise price, and the Company
may claim a tax deduction of like amount.
Amendments
The Option Plan may not be amended without shareholder approval
to: (a) increase the number of shares available for distribution
under the Option Plan (except for adjustments to reflect stock
dividends, stock splits, or other recapitalizations); (b) change
any of the provisions of the Option Plan relating to the
establishment of the option price; (c) change any provisions
herein relating to the expiration date of each option; or (d)
change the date on which the Option Plan shall terminate.
Under the Option Plan, a maximum of 363,000 shares of the
Company's Common Stock currently may be issued pursuant to
options under the Option Plan; of that number, 88,000 shares
remain available for issuance pursuant to the Option Plan.
There are currently outstanding options to purchase 275,000
shares of the Company's Common Stock, none of which are
presently exercisable. The Board believes that the Option Plan
will continue to be an important part of its successful
recruitment and retention of management personnel. The
opportunity for management level employees to increase stock
ownership in the Company provides motivation for improving
strategic and operational decisions which should result in
increased value in the Company for all shareholders.
In March 1997, the Company's Board of Directors ("the Board")
unanimously adopted, subject to approval by the Company's
Shareholders, an increase in the maximum number of shares of the
Company's Common Stock which may be issued pursuant to the
Option Plan from 363,000 shares to 963,000 shares. If the
amendment is approved by the stockholders of the Company, shares
reserved for issuance will represent 17.4% of the Common Stock
outstanding and reserved for issuance.
The original terms of the Option Plan provided that it would
terminate and no options would be granted ten years after the
effective date March 19, 1992. In March 1997, the Board amended
the Option Plan, subject to approval by the Company's
Shareholders, to eliminate the termination date.
1996 Grants and Stock Price Information
The number of options granted in 1996 to the four most highly
compensated individuals is set forth in Column (2) of the Stock
Option Grant Table on Page 8. The following table sets forth
the number of options granted in 1996 to the following groups:
All executive officers (6) 176,000 shares
All other managers (34) 102,000 shares
I-11
The closing price per share of the Company's Common Stock on
March 13, 1997 as reported on the American Stock Exchange was $6
7/8.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE PROPOSED AMENDMENTS TO THE 1992 NON-QUALIFIED
STOCK OPTION PLAN.
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 were paid in full on October 1, 1996. The Company paid
$12,405 in interest under the notes in 1996. 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 1996, 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.
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 22, 1997 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 5, 1997.
I-12
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
I-13
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 substitue, 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 March 31, 1997 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)
1. Nominees:
Election of FOR all nominees WITHHOLD David Fuchs
Directors listed to the right AUTHORITY Steven Fuchs
(except as marked to vote for Sol Schechter
to the contrary) all nominees Paul Chused
Gerald Frieder
Herbert L. Ash
Roger M. Eichel
For, except vote withheld from the
following nominee(s):
______________________________________
2. To amend the Company's Non-Qualified
Stock Option Plan to (a) increase the number
of shares issuable under the Plan and (b) to
eliminate the provision to terminate the Plan
ten years after tis original effective date of adoption.
3. 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________________
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.
