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)
Frank E. Simms
Chief Financial Officer,
Vice President - Finance and Assistant Secretary
(Name of Person Filing Proxy Statement)
HAMPTON INDUSTRIES, INC.
(A North Carolina Corporation)
P.O. Box 614
Kinston, NC 28502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 18, 1998
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 Monday, May 18, 1998, 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 Certificate of Incorporation to
indemnify Directors and Officers in connection with
actions taken in regard to their duties with the
Company.
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, 1998
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 27, 1997 is enclosed, but is not part of the Company's proxy
solicitation material.
ROGER M. EICHEL,
Senior Vice President
and Secretary
Dated: March 30, 1998
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 18, 1998. All holders of record on March 31, 1998 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 4,586,429 shares of
Common Stock outstanding and entitled to vote.
VOTING SECURITIES
Principal Shareholders
<TABLE>
The following table sets forth as of March 31, 1998, 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 Percent
beneficial owner beneficial ownershipF<1> of Class
<S> <C> <C>
David Fuchs (15 W. 34th St.,
New York, NY 10001-3060) 606,187 F<2> 13.0%
Pearl F. Schechter (P.O. Box 614,
Kinston, NC 28502) 485,145 F<3> 10.4%
Paul Chused (P.O. Box 614,
Kinston, NC 28502) 323,272 F<4> 6.9%
Steven Fuchs (15 W. 34th St.,
New York, NY 10001-3060) 243,552 5.2%
Les Fuchs (3035 River North Pkwy,
Atlanta, GA 30328-1117) 471,349 10.1%
Dimensional Funds Advisors, Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401 355,112 F<5> 7.6%
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94403 270,000 F<6> 5.8%
All Directors and Officers as a
group (5 Executive Officers
and 7 Directors) 1,874,211 F<7> 40.2%
- -1-
<FN>
<F1>
(1) As reported to the Company by the Directors and nominee and
executive officers (including shares held by spouses, minor
children, affiliated companies, partnerships and trusts over
which the named person has beneficial ownership). The table
includes shares which the individual has the right to acquire
beneficial ownership currently or within 60 days after March
31, 1998, upon exercise of non-qualified stock options.
<F2>
(2) Includes 43,781 shares held by a charitable trust of which Mr.
Fuchs is a Trustee, as to which Mr. Fuchs disclaims beneficial
interest.
<F3>
(3) Includes 114,711 shares owned by Mr. Schechter, a Director of the
Company, as to which Mrs. Schechter disclaims beneficial interest.
<F4>
(4) Includes 9,150 shares held by Mr. Chused as Custodian for his
children, 30,000 shares held by a partnership of which Mr. Chused
is managing agent and 114,000 shares held by Mr. Chused as
custodian for the minor children of his brother, as to which
Mr. Chused disclaims beneficial interest. Includes 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) 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.
<F6>
(6) 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 Franklin Resources,
Inc., ("Franklin") no one of which to the knowledge
of Franklin, owns more than 5% of the class. Franklin disclaims
beneficial ownership of all such shares. The Company has no independent
knowledge with respect hereto.
<F7>
(7) Excludes the shares listed in footnote (5 and 6) and the shares
beneficially owned by Les Fuchs.
</FN>
</TABLE>
ELECTION OF SEVEN DIRECTORS
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 Barbara Henagan who has been
nominated by the Board of Directors. Ms. Henagan was elected a
director by the Board of Directors on March 10, 1998, effective as of
that date, to fill the vacancy resulting from the untimely death of
Mr. Gerald Frieer. The 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.
<TABLE>
<CAPTION>
Shares of
voting stock
Name, age Year in beneficially Percent
and Principal which first owned March31, of
occupation electedF<1> 1997F<2> Class
<S> <C> <C> <C>
David Fuchs (73)
Chairman and Chief Executive
Officer of Company 1946 606,187 F<2> 13.0%
Steven Fuchs (38)
President 1993 243,552 5.2%
- -2-
Sol Schechter (81)
Director of Company 1946 485,145 F<3> 10.4%
Paul Chused (54)
Vice President 1979 323,272 F<4> 6.9%
Herbert L. Ash (56)
Partner, Hahn & Hessen LLP,
Attorneys New York, NY
Also a director of
Donnkenny, Inc. 1994 - -
Roger M. Eichel (49)
Senior Vice President
and Secretary 1997 187,504 F<5> 4.0%
Barbara Henagan (39)
Senior Managing Director
Bradford Ventures Ltd.,
Private Equity Investors
Atlanta, GA
Also a director of Central
Sprinkler Corporation - 6,000 -
<FN>
<F1>
(1) To the Board of Directors of the Company or its predecessors.
Footnote f<1>, page 2, is incorporated by reference.
<F2>
(2) Footnote F<2>), page 3 is incorporated by reference.
<F3>
(3) Includes 370,434 shares owned by Mrs. Schechter, as to which Mr.
Schechter disclaims beneficial interest.
<F4>
(4) Footnote F<4>, Page 3 is incorporated by reference.
<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 time, by a vote of the majority of the
Board of Directors.
All of the above named, except Herbert L. Ash and Barbara
Henagan, 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 (non-executive officer) 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 HamptoShirt 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 Senior Vice President in 1997,
prior thereto he was Vice President and Secretary of the Company.
- -3-
Herbert L. Ash has been a partner of Hahn & Hessen LLP for more
than five years. Barbara Henagan has been Senior Managing Director of
Bradford Ventures Ltd. for more than five years.
COMPENSATION OF EXECUTIVE 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 1997
fiscal year.
<CAPTION>
Annual Compensation
Other
Name and Principal Annual
Position Year Salary Bonus<F1> CompensationF<2>
<S> <C> <C> <C> <C>
David Fuchs 1997 $562,500 $ - $ -
Chairman and 1996 562,500 25,596 -
Chief Executive 1995 600,000 - -
Officer
Steven Fuchs 1997 371,154 - -
President and 1996 282,500 21,330 -
Director 1995 218,271 - -
Robert J. Stiehl, Jr. 1997 220,000 - -
Executive Vice 1996 220,000 12,798 -
President-Operations, 1995 195,408 - -
and Treasurer
Roger Eichel 1997 255,000 - -
Senior Vice President, 1996 255,000 17,064 -
Secretary and Director 1995 251,764 - -
Frank E. Simms 1997 144,423 - -
Chief Financial Officer, 1996 131,250 5,333 -
Vice President-Finance 1995 78,461 - -
and Assistant Secretary
<CAPTION>
Long Term Compensation
Non-Qualified All
Name and Principal Stock Other
Position Year Option Plan(3) Compensation(4)
<S> <C> <C> <C>
David Fuchs 1997 - $18,107
Chairman and 1996 - 18,180
Chief Executive 1995 - 24,869
Officer
Steven Fuchs 1997 - 21,980
President and 1996 - 21,902
Director 1995 - 21,192
Robert J. Stiehl, Jr. 1997 - 22,501
Executive Vice 1996 - 19,041
President-Operations, 1995 - 18,472
and Treasurer
Roger Eichel 1997 - 12,044
Senior Vice President, 1996 - 12,380
Secretary and Director 1995 - 12,700
Frank E. Simms 1997 - 2,880
Chief Financial Officer, 1996 - 1,837
Vice President-Finance 1995 - -
and Assistant Secretary
<FN>
<F1>
(1) All executive officers are participants in the Executive Bonus
Plan. No bonuses were earned under the Plan in 1997.
<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 and 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) Includes the Company's contribution to the Profit Sharing and
Retirement Savings Plan and interest credited to the Supplemental
Retirement Plan for Key Employees. For 1997, the company made a
- -4-
contribution of $2,880 under the Profit Sharing and Retirement
Savings Plan for the five named individuals. Interest credited
under the Supplemental Retirement Plan for Key Employees for the
five named individuals were as follows: David Fuchs $15,227, Steven
Fuchs $19,100, Robert J. Stiehl, Jr. $16,121 and Roger Eichel
$9,164. Mr. Stiehl received a long-term service award in the
amount of $3,500.
<F5>
(5) Reference is made to the information under the caption "Certain
Transactions".
</FN>
</TABLE>
Directors, who are not 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.
Effective May 18, 1998, the Board of Directors approved a change
in compensation for the Directors. Directors who are not employees of
the Company will receive a fee of $1,000 for each board meeting
attended, a fee of $1,000 for each committee meeting attended and a
retainer of $500 for each committee chairmanship. A cap of $10,000
would be applied to the amount of fees and retainers received in any
one year. This is exclusive of the reimbursement of the expenses
incurred in attending the board and committee meetings. In addition,
directors who are not employees will be granted an option under the
Company's non-qualified stock option plan to purchase 5,000 shares of
Common Stock at the fair market value on the date of grant upon
appointment to the Board and an additional option to purchase 1,500
shares of Common Stock upon each re-election to the Board.
The change in compensation reflects the increased demands that
will be made on the members of the Board and the additional time and
attention that will be required to analyze issues and provide
guidance in accomplishing the Company's strategic plans.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the 1997 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 consisted of Herbert L. Ash an
independent Director, Sol Schechter and Mr. Gerald Frieder (deceased).
The Audit Committee met once 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
1997 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 1997 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.
- -5-
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 1997. 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
28.6% 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. 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.
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.
The Bonus Plan provides for a maximum bonus amount of up to 50%
of the executive's base salary. Individual bonus amounts range from
1.25% to 6% of the amount by which pretax earnings exceeded the pre-
established goal. 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 and paid, 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 1997, no bonuses were earned under the Executive Bonus Plan.
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 1997, 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 1998 at 40%. The Company has the
option of changing the matching contribution each year and 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 "Supplemental Plan") to permit certain key associates
to defer receipt of current compensation in orderto provide retirement
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.
As of December 31, 1997, there were 45 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 1997.
Deferred Compensation Plan for Key Employees
Effective January 1, 1998, the Company instituted a Nonqualified
Deferred Compensation Plan for Key Employees (the "Deferred Plan") to
permit certain key employees to defer receipt of current compensation
in order to provide retirement benefits on behalf of such employees.
The Company may provide a matching contribution to the Deferred Plan.
The Company may provide supplemental profit sharing credits which are
determined at the discretion of the Board of Directors. Amounts of
matching contributions and profit sharing credits are vested in the
same manner as vesting occurs under the Company's Qualified Profit
Sharing and Retirement Savings Plan. For 1998 the Company has
established a matching rate of 20% of the employees deferrals. The
Deferred Plan is not intended to be a qualified plan under the
provisions of the Internal Revenue Code. It is intended to be
unfunded and, therefore, all compensation deferred under the Deferred
Plan is held by the Company and commingled with its general assets.
However, employee deferrals and the Company's match are deposited each
month in Company owned insurance contracts. Within these contracts
the employees have the option of selecting a variety of investments.
The return on these underlying investments will determine the amount
of earnings credit. The Company has the option of changing the
matching contribution each year, the right to amend, modify or
terminate the Deferred Plan.
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 121,500 shares were
granted during 1997.
The following table shows the number and percentage of stock
options granted to the named executive officers during 1997, 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. Beginning one year
after the date of grant, options can be exercised at the rate
of 20% per annum with payment in either cash or shares of the Company's
- -7-
Common Stock. Options may only be exercised during employment or
within three months after employment ceases. All stock option grants
have a term of 10 years 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.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date
<S> <C> <C> <C> <C>
Steven Fuchs 30,000 24.7% $6.75 3/19/07
Roger Eichel 20,000 16.5% $6.75 3/19/07
Robert J. Stiehl, Jr. 10,000 8.2% $6.75 3/19/07
<CAPTION>
Potential Realizable Value
At Assumed Annual Rates
of Stock Price Appreciation
for Option Term
Name 5%($) 10%($)
<S> <C> <C>
Steven Fuchs $55,900 $123,600
Roger Eichel $37,300 $ 82,400
Rober J. Stiehl, Jr. $18,600 $ 41,200
</TABLE>
EXECUTIVE COMPENSATION COMMITTEE
David Fuchs, Chairman
Steven Fuchs, Member
Sol Schechter, Member
Paul Chused, Member
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 28, 1992
with reinvestments of dividends.
<TABLE>
A copy of this graph has been submitted to the SEC. A tabular
form of the graph is below.
1997 Graph Indices
<CAPTION>
HAI Apparel S&P500
<S> <C> <C> <C>
1992 100 100 100
1993 68 76 110
1994 52 80 114
1995 52 86 153
1996 61 119 189
1997 93 125 247
</TABLE>
- -8-
1997 Grants and Stock Price Information
The number of options granted in 1997 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 1997 to the following groups:
All executive officers (4) 60,000 shares
All other managers (9) 61,500 shares
The closing price per share of the Company's Common Stock on March
13, 1998 as reported on the American Stock Exchange was $7 3/4.
CERTAIN TRANSACTIONS
During 1997, 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.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Rider A of Article 8 Section (2) of the Company's Certificate of
Incorporation permits the Company to indemnify the Officers and
Directors of the Company. On May 22, 1997 the Board of Directors
unanimously approved an amendment to said section to read as follows:
(2) The Corporation shall Indemnify and advance expenses to
any Director or Officer to the greatest extent permitted
by the Act in connection with any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether
formal or informal, brought against such Director or
Officer, or by reason of any action alleged to have been
taken or omitted in such capacity.
Under North Carolina law, an amendment to the Articles of
Incorporation requires shareholder approval.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
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 18, 1998 to answer
appropriate questions and to make a statement if the representative
wishes to do so.
- -9-
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, 1998.
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,
Senior Vice President
and Secretary
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 March 31, 1998, at the Annual Meeting of Shareholders
to be held on Monday, May 18, 1998 at 10:00 a.m., in the Conference
Center, 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 WITHHOLD Steven Fuchs
Directors listed to the right AUTHORITY Sol Schechter
(except as marked to vote for all Paul Chused
to the contrary) nominees Herbert L. Ash
Roger M. Eichel
Barbara Henegan
For, except vote withheld from the
following nominee(s):
_________________________________
2. To amend the Company's Certificate of
Incorporation to indemnify Directors and
Officers in connection with actions taken in
regard to their duties with the Company.
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
in known to management).
This proxy will be voted FOR election of all nominees
identified in Item 1 and FOR Item 2.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.
SIGNATURE______________________ DATE_________________
SIGNATURE______________________ DATE_________________
IF HELD JOINTELY
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.
