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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BURLINGTON INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
----
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously./ Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[Burlington logo] BURLINGTON INDUSTRIES, INC.
3330 West Friendly Avenue
Greensboro, North Carolina 27410
December 16, 1997
Dear Stockholder:
We cordially invite you to attend your Company's 1998 Annual Meeting of
Stockholders on Wednesday, February 4, 1998. The meeting will be held at
Corporate Headquarters in Greensboro, North Carolina and will begin at 9:30
a.m.
The formal notice of meeting, proxy statement and form of proxy accompany
this letter and describe in detail the matters to be acted upon at the meeting.
As a stockholder, your vote is important. We urge you to execute and
return your proxy promptly whether or not you plan to attend so that we may
have as many shares as possible represented at the meeting. Returning your
completed proxy will not prevent you from voting in person at the meeting if
you wish to do so.
On behalf of your Board of Directors, thank you for your continued support
and interest in Burlington Industries, Inc.
Sincerely,
/s/ Frank S. Greenberg /s/ George W. Henderson
Frank S. Greenberg George W. Henderson, III
Chairman of the Board President and Chief
Executive Officer
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[Burlington logo] BURLINGTON INDUSTRIES, INC.
3330 West Friendly Avenue
Greensboro, North Carolina 27410
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held February 4, 1998
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December 16, 1997
To the Holders of Common Stock of
BURLINGTON INDUSTRIES, INC.
The 1998 Annual Meeting of Stockholders of Burlington Industries, Inc.
will be held at the principal executive offices of the Corporation, 3330 West
Friendly Avenue, Greensboro, North Carolina on Wednesday, February 4, 1998, at
9:30 a.m. for the following purposes:
1. To elect two Class III Directors to serve for a three-year term and
until the election and qualification of their respective successors;
2. To consider and act upon the selection of independent public
accountants to audit the books and accounts of the Corporation for the
1998 fiscal year; and
3. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
Only the holders of record of Common Stock of the Corporation as of the
close of business on December 8, 1997, will be entitled to notice of and to
vote at the meeting.
By Order of the Board of Directors,
/s/ Barbara K. Eisenberg
Barbara K. Eisenberg
Vice President and Secretary
IMPORTANT--YOUR PROXY IS ENCLOSED
Stockholders are requested to complete, sign, date and promptly return the
enclosed Proxy in the envelope provided. No postage is required for mailing in
the United States.
<PAGE>
BURLINGTON INDUSTRIES, INC.
3330 West Friendly Avenue
Greensboro,
North Carolina 27410
--------------------------------
PROXY STATEMENT
--------------------------------
Annual Meeting of Stockholders, February 4, 1998
The enclosed Proxy is solicited on behalf of the Board of Directors of
Burlington Industries, Inc. (hereinafter referred to as "Burlington" or the
"Corporation") and is revocable at any time before it is exercised by written
notice to the Secretary of the Corporation, by submission of a Proxy bearing a
later date or by voting in person at the Meeting. Unless revoked, properly
executed and returned Proxies will be voted as specified thereon. The enclosed
proxy will also serve as confidential voting instructions with respect to the
Corporation's Employee Stock Ownership Plan (the "ESOP"). If voting
instructions from an ESOP participant have not been received by the Trustee of
the ESOP by 5:00 p.m. EST on February 3, 1998, the Trustee will not vote the
shares allocated to such participant's ESOP account. This Proxy Statement and
the accompanying form of Proxy are being mailed to stockholders on or about
December 16, 1997.
The cost of soliciting Proxies will be borne by the Corporation.
Solicitation may be made by the Corporation's officers, Directors or employees,
personally or by telephone or telecopier. In addition, the Corporation has
retained Morrow & Company, Inc. to assist in the solicitation of Proxies and
will pay that firm a fee estimated not to exceed $4,500 plus out-of-pocket
expenses. The Corporation will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding soliciting materials to the beneficial owners of Common Stock of the
Corporation.
On December 8, 1997, the record date for the 1998 Annual Meeting of
Stockholders, there were outstanding 56,623,310 shares of common stock, par
value $.01 per share ("Common Stock"), having one vote each. Only holders of
Common Stock of record at the close of business on December 8, 1997 will be
entitled to vote at the Meeting.
1. Election of Directors
The Corporation's Restated Certificate of Incorporation and Bylaws provide
that the number of Directors, as determined from time to time by the Board of
Directors, shall be not less than three nor more than fifteen. The Board of
Directors has currently fixed the number of Directors at nine. The Restated
Certificate of Incorporation and Bylaws fur-
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ther provide that Directors shall be divided into three classes (Class I, Class
II and Class III) serving staggered three-year terms, with each class to be as
nearly equal in number as possible.
In accordance with the recommendation of its Nominating Committee, the
Board of Directors has nominated John G. Medlin, Jr. and Nelson Schwab III for
election as Class III Directors for a term expiring at the 2001 Annual Meeting
and in each case until their respective successors are elected and qualified.
Both nominees are currently Directors of the Corporation whose terms expire at
the 1998 Annual Meeting. Mr. Greenberg, a Director and Chairman of the Board,
has indicated his intention to retire from the Corporation's Board of Directors
when his term of office expires at the 1998 Annual Meeting, and, accordingly,
he has requested not to stand for reelection. The Corporation acknowledges with
admiration and gratitude the outstanding contributions Mr. Greenberg has made
to Burlington's success during his 48-year career, including ten years as
President and Chief Operating Officer, eight years as Chairman and Chief
Executive Officer and three additional years as Chairman of the Board after he
retired as Chief Executive Officer. His wisdom and expertise will be greatly
missed.
The Board of Directors has announced its intention to elect George W.
Henderson, III, a Director and President and Chief Executive Officer of the
Corporation, Chairman of the Board and Chief Executive Officer, on February 4,
1998. Other Directors who are remaining on the Board will continue in office in
accordance with their previous elections until the expiration of their terms at
the 1999 or 2000 Annual Meeting, as the case may be. Effective upon the
completion of elections of Directors at the 1998 Annual Meeting of
Stockholders, the Board of Directors has fixed the number of Directors at eight
persons.
It is the intention of the persons named in the enclosed form of Proxy to
vote such Proxies for the election of the nominees listed herein. The proposed
nominees are willing to be elected and serve, but in the event any nominee at
the time of election is unable to serve or is otherwise unavailable for
election, it is intended that votes will be cast pursuant to the accompanying
Proxy for substitute nominees designated by the Board of Directors, unless the
Board of Directors reduces the number of Directors to be elected. The Board of
Directors is not aware of any circumstances under which the proposed nominees
would decline or become unable to serve.
Information about Nominees and Directors
The following information is furnished for each person who is nominated
for election as a Director or who is continuing as an incumbent Director: name;
age; whether such person is a nominee for election ("Nominee") or an incumbent
Director whose term does not expire at the 1998 Annual Meeting ("Incumbent");
how long he has served as
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a Director of the Corporation; the year in which his term is to expire;
principal occupation and employment during the past five years; boards of
directors of other publicly-owned companies on which he serves; and Committees
of the Board of the Corporation of which he is a member.
JOSEPH F. ABELY, JR., 68 Incumbent Term Expires in 1999
Mr. Abely is the retired Chairman of the Board, Chief Executive Officer
and Director of Sea-Land Corporation, an international transportation company.
He is a Director of C.R. Bard, Inc. and Perkin-Elmer Corporation. He has been a
Director of the Corporation since 1992, and served as a Director of the
Corporation's predecessor, Burlington Industries, Inc., from 1979 until 1987.
He is Chairperson of the Compensation and Benefits Committee and a member of
the Audit, Executive and Nominating Committees of the Board.
JOHN D. ENGLAR, 50 Incumbent Term Expires in 2000
Mr. Englar has been Senior Vice President, Corporate Development and Law
of the Corporation since 1995. Prior thereto he was Senior Vice President,
Finance and Law (from 1993) and Chief Financial Officer of the Corporation
(from 1994). He was Vice President and General Counsel of the Corporation for
more than five years prior to 1994 and Secretary for more than five years prior
to 1993. Mr. Englar is Chairperson of the Investment Committee of the Board. He
has been a Director of the Corporation since 1990.
GEORGE W. HENDERSON, III, 49 Incumbent Term Expires in 1999
Mr. Henderson has been Chief Executive Officer of the Corporation since
1995 and President and Chief Operating Officer since 1993. Mr. Henderson is
also a Director of Jefferson Pilot Corporation, The Research Triangle
Foundation of North Carolina and Wachovia Corporation. Mr. Henderson is a
member of the Executive Committee of the Board. He has been a Director of the
Corporation since 1990.
DAVID I. MARGOLIS, 67 Incumbent Term Expires in 1999
Mr. Margolis has been Chairman of the Executive Committee of Coltec
Industries Inc ("Coltec"), a manufacturer of aerospace, automotive and
industrial products, since 1995. He had been Chairman of the Board and Chief
Executive Officer of Coltec for more than five years prior thereto. Mr.
Margolis has been a Director of the Corporation since 1992. He is Chairperson
of the Audit Committee and a member of the Compensation and Benefits, Executive
and Nominating Committees of the Board.
JOHN G. MEDLIN, JR., 64 Nominee Term Expires in 1998
Mr. Medlin is Chairman of the Board of Directors of Wachovia Corporation,
a bank holding company. He retired from management of
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Wachovia Corporation at the end of 1993, after seventeen years as Chief
Executive Officer. Mr. Medlin is also a director of BellSouth Corp., Media
General, Inc., Nabisco Holdings Corp., National Service Industries, Inc., RJR
Nabisco Holdings Corp. and US Airways Group, Inc. Mr. Medlin is Chairperson of
the Nominating Committee and a member of the Audit, Compensation and Benefits
and Executive Committees of the Board. Mr. Medlin has been a Director of the
Corporation since 1994.
NELSON SCHWAB III, 52 Nominee Term Expires in 1998
Mr. Schwab is co-founder of Carousel Capital, a merchant banking firm, and
has been Managing Director since its inception in 1996. He was Chairman and
Chief Executive Officer of Paramount Parks Inc., owner of theme amusement
parks, from 1992 until 1995. He is also a Director of Summit Properties, Inc.
and First Union National Bank of North Carolina. He has been a Director of the
Corporation since 1995. Mr. Schwab is a member of the Audit, Compensation and
Benefits, Investment and Nominating Committees of the Board.
ABRAHAM B. STENBERG, 62 Incumbent Term Expires in 2000
Mr. Stenberg was elected Vice Chairman of the Corporation in November
1997. Prior thereto he was an Executive Vice President of the Corporation (from
1993) and President and Chief Operating Officer of the Burlington Interior
Furnishings Group (from 1995). Mr. Stenberg has been a Director of the
Corporation since 1990. He is a member of the Investment Committee of the
Board.
JOHN F. WARD, 54 Incumbent Term Expires in 2000
Mr. Ward has been President of J.F. Ward Group, Inc., a consulting
company, since 1996. For more than four years prior thereto, he was Senior Vice
President of Sara Lee Corporation and Chief Executive Officer of its Hanes
Group. He has been a Director of the Corporation since June 1997. Mr. Ward is a
member of the Audit and Nominating Committees of the Board.
Certain Committees of the Board
Included in the committees of the Corporation's Board of Directors are
Audit, Compensation and Benefits and Nominating Committees. The members of
these Committees have been identified above. During the 1997 fiscal year, the
Board met six times, the Audit Committee met three times and the Compensation
and Benefits Committee and the Nominating Committee each met five times.
The Audit Committee's principal responsibilities consist of recommending
the selection of independent auditors, reviewing the scope of the audit
conducted by such auditors, as well as the results of the audit itself,
reviewing the Corporation's internal audit staff function and
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reviewing with appropriate officers of the Corporation matters relating to
financial reporting and to accounting and auditing procedures and policies
generally. It also submits to the Board of Directors recommendations with
respect to financial reporting, accounting practices and policies and other
appropriate matters.
The Compensation and Benefits Committee has authority to formulate and
give effect to policies respecting salary, compensation and other matters
relating to employment of executive officers with the Corporation, including,
without limitation, incentive compensation plans for such persons. The
Committee also reviews and makes recommendations with respect to pension,
profit sharing and other compensation plans of the Corporation.
The Nominating Committee's responsibilities are to review the size and
composition of the Board and the qualifications of possible candidates for the
Board and, as a result, to make recommendations respecting nominees to be
proposed for election. In addition, it is authorized to evaluate the existence,
composition and membership of the Committees of the Board of Directors and to
recommend a successor to the Chief Executive Officer in the event of a vacancy.
The Committee will consider recommendations made in writing by stockholders
respecting possible candidates for the Board of Directors to be elected at the
1999 Annual Meeting. Such recommendations must be received by the Secretary of
the Corporation not later than the latest date on which such stockholder could
otherwise nominate such person for Director pursuant to the Corporation's
Bylaws, and must include a written consent of the possible candidate to be
considered for a nomination. The procedure for nominating candidates for
Director is described under "Proposals of Stockholders" below.
Security Ownership of Certain Beneficial
Owners and Management
The following Table sets forth, as of November 28, 1997, information with
respect to each person known to the Corporation (based on public filings) to be
the beneficial owner of more than five percent of the outstanding shares of
Common Stock. Beneficial ownership disclosed in the Tables in this section has
been determined in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934.
Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership of Class
- -------------------------------------- ---------------------- ---------
Wellington Management Company 5,989,300(a) 9.5%
75 State Street
Boston, MA 02109
MacKay-Shields Financial Corporation 4,142,400(b) 6.5%
9 West 57th Street
New York, NY 10019
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Amount and Nature of Percent
Name and Address of Beneficial Owner Beneficial Ownership of Class
- -------------------------------------- ---------------------- ---------
FMR Corp. 3,390,900(c) 5.4%
82 Devonshire Street
Boston, MA 02109
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(a) According to information provided by Wellington Management Company
("Wellington"), Wellington has no voting power and sole investment power
with respect to all of the above-listed shares.
(b) According to information provided by MacKay-Shields Financial Corporation
("MSF"), MSF has shared voting and investment power with respect to all of
the above-listed shares.
(c) According to information provided by FMR Corp., FMR Corp. has no voting
power and sole investment power with respect to all of the above-listed
shares.
The following Table sets forth the number of shares of Common Stock
beneficially owned, as of November 28, 1997, by each Director and each nominee
for Director, by each of the named executive officers of the Corporation (as
defined in "Executive Compensation--Summary Compensation Table") and by all
Directors and executive officers of the Corporation as a group.
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership(a) of Class
- ---------------------------------------- ------------------------- ---------
Joseph F. Abely, Jr. 10,000(b) *%
John D. Englar 201,883(c) *
Frank S. Greenberg 522,713(b)(c) *
George W. Henderson, III 475,373(c) *
Bernard A. Leventhal 328,262(c) *
David I. Margolis 19,000(b) *
John G. Medlin, Jr. 8,000(b) *
Nelson Schwab III 3,750(b) *
Abraham B. Stenberg 307,000(c) *
John F. Ward 2,500(b)(d) *
Gary P. Welchman 289,364(c) *
All Directors and executive officers as
a group (17 persons), including
the above 2,362,265(b)(c) 3.7%
- -----------------------
* Represents less than 1% of the class.
(a) Unless otherwise indicated in a footnote below, each Director and named
executive officer possesses sole voting and sole investment power with
respect to the shares shown in the Table above.
(b) Includes 9,000 shares each held in the names of Messrs. Abely and Margolis,
6,000 shares held in the name of Mr. Medlin, 3,000 shares held in the name
of Mr. Greenberg, 3,750 shares held in the name of Mr. Schwab and 1,500
shares held in the name of Mr. Ward under the Stock Plan for Non-Employee
Directors, as to which such persons possess voting power but not investment
power.
(c) Included for executive officers of the Corporation are shares in which they
have voting power, but not investment power, under the Burlington
Industries, Inc. Employee Stock Ownership Plan ("ESOP"). Also included are
shares not currently owned but which are issuable upon exercise of stock
options under the Burlington Industries,
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Inc. Amended and Restated 1990 Equity Incentive Plan (the "1990 Equity
Incentive Plan") and the Burlington Industries, Inc. 1992 Equity Incentive
Plan (the "1992 Equity Incentive Plan"), which are currently exercisable,
as follows: Mr. Englar, 131,527 shares; Mr. Greenberg, 341,402 shares; Mr.
Henderson, 289,762 shares; Mr. Leventhal, 205,428 shares; Mr. Stenberg,
205,428 shares; Mr. Welchman, 216,527 shares; and all executive officers
and Directors as a group (10 persons), 1,497,746 shares. The Table above
also includes unvested shares of restricted stock granted under the 1992
Equity Incentive Plan as to which such persons possess voting power but
not investment power, as follows: Mr. Englar, 10,000 shares; Mr.
Henderson, 45,000 shares; and all executive officers and Directors as a
group, including Messrs. Englar and Henderson (3 persons), 65,000 shares.
(d) Includes 1,000 shares owned jointly by Mr. Ward and his wife.
Compensation of Directors
An annual fee of $30,000 is paid to each Director who is not an employee
of the Corporation. No separate attendance fees are paid with respect to
participation in and attendance at Board of Directors or Committee meetings. No
fees are paid to employee Directors for their services in such capacity.
Directors may participate, along with all other employees of the Corporation,
in the Corporation's matching charitable gifts program to qualifying
educational institutions.
A non-employee Director may elect to defer receipt of all or a portion of
his cash director's fees until the earlier of his termination of Board service,
the date specified by the Director or his death. The Director selects whether
his deferred account (which is unfunded) is credited with phantom stock of the
Corporation or interest at a rate established by the Corporation's Board of
Directors. The current interest rate is the four quarter moving average of
Moody's Domestic Corporate Bond Yield. Deferred accounts are paid in cash in
either a lump sum or in installments over a period not exceeding five years, as
the Compensation and Benefits Committee of the Board may determine. The
Compensation and Benefits Committee may accelerate payment of deferred amounts
upon a change of control of the Corporation (as defined in such Deferred
Compensation Plan).
Directors who are not employees of the Corporation also are awarded grants
of restricted shares of Common Stock under the Stock Plan for Non-Employee
Directors. Pursuant to this Plan, each non-employee Director receives a grant
of 1,500 shares of Common Stock with respect to each year of service as a
Director. Each annual stock grant will vest upon the completion of the year of
service with respect to which such grant has been made. Such stock grants are
subject to (a) restrictions on transfer and other disposition until completion
of the Director's service on the Board, and (b) forfeiture in whole or in part
of unvested share awards in the event that the Director fails to complete the
related year of service. Under the Plan, Messrs. Abely, Greenberg, Margolis,
Medlin, Schwab and Ward were each granted 1,500 shares of Common Stock in 1997,
which will vest upon completion of the Board year of service ending on February
4, 1998.
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REPORT OF THE COMPENSATION AND BENEFITS
COMMITTEE ON EXECUTIVE COMPENSATION
Compensation Philosophy
The Corporation's executive compensation program is designed to achieve
superior operating performance, thereby maximizing stockholder value, and to
attract, retain and motivate a highly qualified senior management team which is
critical to the Corporation's long-term success. The Compensation and Benefits
Committee (the "Committee") believes that these objectives can best be obtained
by directly tying executive compensation to meeting annual and long-term
financial performance goals and to appreciation in the Corporation's stock
price.
In line with these objectives, the total compensation program for the
Corporation's executive officers consists of three components:
1. Base salary.
2. Annual incentive compensation consisting of a cash bonus if designated
financial performance objectives are achieved.
3. Long-term equity incentives composed of stock options and performance
unit awards based on achieving cumulative long-term financial objectives
("Performance Units").
To support these fundamental principles, the portion of executives'
compensation related to annual incentive compensation and equity-based
long-term incentive plans is designed to be significant in relation to base
salary, especially for senior executives.
The Committee
The Committee establishes compensation objectives and policies for
executive officers, sets compensation payable to executive officers under those
policies, administers the 1995 Equity Incentive Plan and has general oversight
responsibility for incentive compensation and benefit plans. The Committee is
entirely composed of independent, non-employee Directors. The Committee uses
independent compensation consultants and compensation surveys furnished and
evaluated by such consultants to provide advice and data to assist it in
developing compensation that is competitive with other similarly-situated
United States industrial companies and which reinforce the Corporation's
objective of aligning executive compensation with the interests of the
Corporation's stockholders.
Base Salary
The base salary of the Corporation's executive officers is determined by
evaluating the responsibilities of the position and individual
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performance. A salary range is established for each position based on survey
information of salary levels of similarly-situated U.S. industrial companies,
which the Corporation regards as the competitive marketplace for executive
talent. Because of the Corporation's size and diversification, the Committee
has not limited these comparisons to companies in the U.S. textile industry or
companies reflected in the Stock Performance Graph set forth below. These
salary ranges are reviewed on an annual basis and adjusted when appropriate.
Generally, base salary for executive officers is targeted at the mid-point of
the range. Actual salaries paid to the Corporation's executive officers are
positioned within the salary range for their position based upon their level of
experience and performance. In fiscal year 1997, Mr. Henderson and the other
named executive officers received salary increases; no salary increases had
been received by the named executive officers in fiscal year 1996. Mr.
Henderson's salary is below the median of salaries for chief executive officers
of industrial companies in the United States.
Annual Incentive Bonus
The Corporation's 1997 Annual Incentive Plan ("1997 Plan") (in which
approximately 200 senior managers participated) provides for an annual bonus
based on achieving certain EBITDA levels (operating earnings before interest,
taxes, depreciation and amortization) and to a lesser extent working capital
performance measurements, established for each division (corporate EBITDA goals
are used in the case of Mr. Henderson and other corporate staff participants).
Bonus awards are earned in proportion to the achievement of divisional (or
corporate) performance goals and, if threshold targets are met, will be based
on varying percentages (previously established by the Committee) of base
salary, depending on the Committee's determination of the executive officer's
level of contribution to the business unit's performance. The 1997 Plan is
positioned so that bonuses paid at target performance levels are at the median
range of annual incentive awards for similarly-situated U.S. industrial
companies. Aggregate payments under the 1997 Plan were capped at 3.0% of
EBITDA. The Committee reviewed and approved each of the performance standards
for the Corporation, individual divisions and individual executive officers
and, based upon advice of an independent compensation consultant, believes they
are reasonable.
Although the Corporation's earnings in fiscal year 1997 were higher than
earnings for the prior fiscal year, several of the Corporation's divisions did
not achieve the goals set for the 1997 fiscal year under the 1997 Plan.
Accordingly, bonuses under the 1997 Plan paid to Mr. Henderson and the other
named executive officers (other than Mr. Welchman) and to most of the
Corporation's executive officers were earned at lower levels than in prior
years. Mr. Henderson's award of $350,000 under the 1997 Plan was 30% less than
his bonus award in 1996.
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In order to more directly link incentive compensation with shareholder
value, the Committee has changed the measurements of corporate performance in
the annual incentive plan for fiscal year 1998 to earnings per share (operating
earnings before interest and taxes for divisional participants) and return on
invested capital.
Long-term Incentives
The Corporation provides long-term, stock-related incentives to key
executives and employees (including the named executive officers) under the
1995 Equity Incentive Plan. Awards under the 1995 Equity Incentive Plan consist
of stock options to purchase shares of Common Stock and Performance Units
dependent upon achievement of specified performance goals. The 1995 Equity
Incentive Plan permits awards of restricted shares of Common Stock, although
the Committee has not made any such awards and does not plan to do so other
than in exceptional circumstances (e.g. new hires if the situation requires).
Awards were granted principally in fiscal year 1996 and, other than in
connection with the assumption of additional responsibilities and new hires, no
awards were made in fiscal year 1997. The awards were designed to further align
management's incentives with the interests of the Corporation's stockholders
and to reward executives for increases in stockholder value. The Performance
Units awarded are dependent upon achievement of targets based upon performance
goals measured by both divisional or corporate cumulative earnings before
interest and taxes ("EBIT") and return on invested capital ("ROI"), each over
the three-year period of fiscal years 1996, 1997 and 1998 (the "Performance
Goals"). The Performance Goals are "stretch goals" in that the targets have
been set at levels higher than those ever attained by the Corporation during
any three-year period and both EBIT and ROI targets must be achieved. The
Committee believes that using EBIT and ROI as the Performance Goals will more
directly tie the executives' and key employees' compensation to the
Corporation's objectives of growth, profitability and return on stockholders'
investment. Performance Units which are earned will be payable in three annual
installments, commencing in November 1998, in Common Stock valued at the
prevailing market price on the date of payment of the installment.
The stock options awarded were granted at the fair market value on the
grant date and, therefore, will only have value to the extent the Common Stock
increases in value over the exercise price. The stock options vest in five
years from the date of grant, but to further emphasize the importance of
achieving the Performance Goals, the vesting schedule will be accelerated if
the target Performance Goals or average stock price triggers are achieved.
The 1995 Equity Incentive Plan is positioned so that targeted awards are
at the lower median range of awards for similarly-situated
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United States industrial companies. With respect to Performance Units, targets
for each executive officer were established based upon varying percentages
(previously established by the Committee) of base salary depending upon the
Committee's determination of the participant's level of contribution to
achieving the Performance Goals.
Awards under the 1995 Equity Incentive Plan were designed to be multiple
year, not annual, awards to give executives incentives to have their business
units achieve superior performance over a three-year period, not to have their
performance focused only on annual results. Awards outstanding under the 1995
Equity Incentive Plan are subject to vesting schedules ranging from three to
five years, designed to retain key executives and employees in the
Corporation's employ. The Committee believes that these schedules are
considerably longer than is customary.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the tax deductibility of certain compensation exceeding $1.0
million per year paid to a company's chief executive officer and its four other
highest paid executive officers in office at fiscal year end. The Corporation
believes that the impact, if any, of such limitation is immaterial to the
Corporation with respect to fiscal year 1997. The 1995 Equity Incentive Plan
was structured so as to preserve the tax deduction for performance-based
compensation paid thereunder. The Committee will continue to monitor this tax
law and evaluate whether any modifications should be made to the Corporation's
compensation programs in future years.
COMPENSATION AND BENEFITS COMMITTEE
Joseph F. Abely, Jr., Chairman
David I. Margolis
John G. Medlin, Jr.
Nelson Schwab III
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following Table sets forth information regarding the compensation of
the Corporation's Chief Executive Officer and each of the Corporation's four
most highly compensated senior executive officers (collectively, the "named
executive officers") for services in all capacities to the Corporation in
fiscal years 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Awards Payouts
------------------------- ---------
Restricted Securities
Annual Compensation Stock Underlying LTIP All Other
---------------------- Award(s) Options/ Payouts Compen-
Name and Principal Position Year Salary($) Bonus($) ($)(1) SARs(#)(2) ($)(3) sation($)(4)
- ----------------------------- ------ ----------- ---------- ------------ ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
George W. Henderson, III 1997 530,000 350,000 -- -- 381,816 9,438
President and Chief 1996 500,000 500,000 -- 160,000 381,816 1,644
Executive Officer 1995 475,002 605,000 455,625 100,000 509,088 240,392
Abraham B. Stenberg 1997 422,917 285,000 -- -- 552,000 9,008
Vice Chairman 1996 400,000 465,000 -- 110,000 552,000 1,644
1995 385,002 500,000 -- -- 736,000 351,725
Bernard A. Leventhal 1997 383,333 80,000 -- -- 211,764 9,119
Vice Chairman 1996 375,000 115,000 -- 65,000 211,764 1,644
1995 367,500 150,000 -- -- 282,353 351,725
Gary P. Welchman 1997 343,750 340,000 -- -- 206,099 9,438
Executive Vice President 1996 330,000 150,000 -- 65,000 206,099 1,644
1995 322,500 125,000 -- -- 274,799 129,059
John D. Englar 1997 263,750 95,000 -- -- 152,727 9,500
Senior Vice President, 1996 250,000 160,000 -- 55,000 152,727 1,644
Corporate Development 1995 247,500 210,000 101,250 40,000 203,636 86,672
and Law
</TABLE>
- ----------
(1) This column shows the market value (on the date of grant) of awards of
shares of restricted stock under the 1992 Equity Incentive Plan. The
aggregate number and value (inclusive of all amounts paid therefor by the
grantee) of shares of restricted stock held by the named executive officers
(including the awards shown in this column) at September 26, 1997 were as
follows: Mr. Henderson, 45,000 shares ($641,250) and Mr. Englar, 10,000
shares ($142,500). Holders of restricted stock have the same right to
receive dividends as other holders of Common Stock. The Corporation has not
paid any dividends on its Common Stock.
(2) The Corporation has not granted any SARs.
(3) The amounts shown in this column were paid upon achievement of specified
aggregate performance goals for fiscal years 1993, 1994 and 1995 in
connection with Performance Units awarded under the 1992 Equity Incentive
Plan. These amounts were paid primarily in shares of Common Stock valued at
the fair market value on the payment date.
(4) The amounts in this column for 1997 and 1996 are the value of shares of the
Corporation's Common Stock allocated to the named executive officers'
accounts under the ESOP ("ESOP Allocation"), valued on the respective
allocation dates. The amounts in this column for 1995 are the value of the
ESOP Allocation, valued on the allocation date, and the one-time payment on
January 1, 1995 of deferred cash rights ("Deferred Cash Rights") awarded
under the Corporation's 1990 Equity Incentive Plan, as follows: for Mr.
Henderson, $1,841 for the ESOP Allocation and $238,551 for the Deferred
Cash Rights; for Mr. Stenberg, $1,841 for the ESOP Allocation and $349,884
for the Deferred Cash Rights; for Mr. Leventhal, $1,841 for the ESOP
Allocation and $349,884 for the Deferred Cash Rights; for Mr. Welchman,
$1,841 for the ESOP Allocation and $127,218 for the Deferred Cash Rights;
and for Mr. Englar, $1,841 for the ESOP Allocation and $84,831 for the
Deferred Cash Rights.
12
<PAGE>
Stock Options and Performance Units
The following Table shows the number and value of stock options held by
each of the named executive officers at the end of fiscal year 1997 (the value
being the difference between the closing price of the Corporation's Common
Stock on September 26, 1997 and the respective option exercise prices). The
named executive officers did not exercise any stock options in fiscal year
1997. No stock options or SARs were granted to any of the named executive
officers during fiscal year 1997.
Aggregated Option Exercises in Fiscal Year 1997
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying In-the-
Acquired Unexercised Options Money Options at
on at Fiscal Year-End (#) Fiscal Year-End($)
Exercise Value ----------------------------- ----------------------------
Name (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ---------- ------------ ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
George W. Henderson, III 0 0 289,762 160,000 1,057,781 420,000
Abraham B. Stenberg 0 0 205,428 110,000 619,295 288,750
Bernard A. Leventhal 0 0 205,428 65,000 619,295 170,625
Gary P. Welchman 0 0 216,527 65,000 532,640 170,625
John D. Englar 0 0 131,527 55,000 443,963 144,375
</TABLE>
Retirement Plans
Retirement System
Each eligible employee, including the named executive officers, may elect
to participate in the Corporation's "Retirement System", which is a
defined-benefit plan qualified under the Internal Revenue Code. Both individual
and Corporation contributions are made to the Retirement System. Employee
contributions represent a fixed percentage of base salary, calculated at the
rate of 1.5% or 3.0%, as the employee elects, of base salary up to $6,600 plus
3.0% of base salary in excess of $6,600 each plan year, subject to maximum
participating earnings levels established by the Internal Revenue Service
("IRS").
The Retirement System provides an annual benefit payable to an eligible
member at age 65 equal to the greater of (a) the sum of (i) the number of years
of continuous participation prior to October 1, 1984, multiplied by the sum of
0.75% of the first $12,000 of annual salary at September 30, 1984, plus 1.5% of
the excess over $12,000, and (ii) one-half of the member's contributions after
September 30, 1984, (b) one-half of the member's total contributions, or (c) an
amount determined under applicable Federal law requiring a minimum return on a
participant's personal contributions. This benefit represents a life annuity
with a guaranteed minimum return of personal contributions and may, at the
participant's election, be paid as a lump sum. Benefits are not subject to
offset for Social Security benefits or other amounts. Contributions made by the
Corporation to the Retirement System in respect of a specified person cannot
readily be separately or individually calculated by the actuaries of the
Retirement System.
13
<PAGE>
The credited years of service to date under the Retirement System for
named executive officers are as follows: Mr. Henderson--18; Mr. Leventhal--37;
Mr. Stenberg--37; Mr. Welchman--26; and Mr. Englar--12. Covered remuneration
under the Retirement System for such individuals is the base salary amount
described in the first paragraph of "--Employment Agreements" below, subject to
limitations on amount imposed under Federal regulations. Estimated annual
benefits payable upon retirement under the Retirement System at age 65 to the
named executive officers (which benefits are fully vested), assuming no
increase in present salary levels, would be: Mr. Henderson--$197,072; Mr.
Leventhal--$117,927; Mr. Stenberg--$151,076; Mr. Welchman--$120,541; and Mr.
Englar--$92,098.
Benefits provided under the Retirement System are subject to certain
restrictions and limitations under the Code and applicable regulations
promulgated thereunder, as in effect from time to time, and the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Under a benefits
equalization plan, the Corporation will pay to certain participants in the
Retirement System upon retirement supplemental benefits equal to the reduction
in such plan benefits mandated by maximum benefit and salary limitations
established under the Code and ERISA. Such supplemental amounts are reflected
in the individual annual benefits indicated in the next preceding paragraph.
Supplemental Pre-Retirement/Post-Retirement Plan
The named executive officers participate in the Supplemental Pre-Retirement
and Post-Retirement Benefits Plan (the "Benefits Plan"). In the event of the
death before retirement of a named executive officer prior to age 65, the
Benefits Plan provides a pre-retirement survivor benefit of 120 monthly payments
equal to (a) in the case of Messrs. Leventhal and Stenberg, one-half of the
greater of (i) the monthly base salary on the January 1 occurring concurrently
with or immediately preceding such person's death or (ii) the average of the
monthly base salary on January 1 for each of the previous five years (such
greater amount being referred to as the "Monthly Base Salary") and (b) in the
case of Messrs. Henderson, Welchman and Englar, one-half of their Monthly Base
Salary in the case of death prior to age 60, thereafter decreasing by 5% each
year to 25% of Monthly Base Salary if death occurs at or after age 64. The
Benefits Plan also provides a post-retirement benefit, payable over 10 years,
equal in total to one and one-half times the greater of (a) final annual base
salary as of the January 1 occurring concurrently with or immediately preceding
retirement or (b) an average of annual base salary on January 1 for each of the
five years preceding retirement (such greater amount being referred to as the
"Annual Base Salary"). The Benefits Plan also provides a post-retirement death
benefit equal to the named executive officer's Annual Base Salary. Prior to
retirement, the named executive
14
<PAGE>
officer may elect to convert such post-retirement death benefit to a monthly
payment over a ten-year period. Any payments in the future will depend upon the
Annual Base Salary level of the named executive officer at that time and
whether he meets all the terms and conditions of the Benefits Plan, including
refraining from engaging in any activities materially competitive with the
business of the Corporation.
Each named executive officer who attains age 50 and completes 10 years of
service with the Corporation (currently each of them other than Mr. Henderson)
has a nonforfeitable right to receive benefits accrued under the
post-retirement benefits portions of the Benefits Plan. Any named executive
officer who begins to receive post-retirement payments before age 65 will have
his payments reduced by a factor of 5% for each year remaining until he attains
age 60 and reduced by a factor of 3% for each year remaining between age 61 and
65. Under the Benefits Plan, (a) the monthly pre-retirement survivor benefit
(to be paid for 120 months) calculated assuming the death of the participant as
of December 1, 1997, for Mr. Henderson would be $22,500, for Mr. Leventhal
would be $16,042, for Mr. Stenberg would be $17,708, for Mr. Welchman would be
$14,375, and for Mr. Englar would be $11,042; (b) the aggregate post-retirement
benefits (payable over 10 years) calculated assuming retirement as of December
1, 1997, at current plan salary for Mr. Leventhal would be $933,625, for Mr.
Stenberg would be $580,125, for Mr. Welchman would be $474,375, for Mr. Englar
would be $139,125 and for Mr. Henderson would be $0; and (c) the
post-retirement death benefit calculated assuming death of the participant as
of December 1, 1997, for Messrs. Henderson, Leventhal and Welchman would be $0,
for Mr. Stenberg would be $386,750 and for Mr. Englar would be $92,750.
Employment Agreements
The Corporation has employment agreements with the named executive
officers providing for periods of employment as follows: the agreements with
Messrs. Leventhal and Stenberg through December 31, 1997; the agreement with
Mr. Welchman through January 31, 1998; and the agreements with Messrs.
Henderson and Englar through January 31, 2000. These agreements provide, among
other things, for minimum annual salaried compensation as follows: Mr.
Henderson--$540,000 per annum; Mr. Leventhal--$385,000 per annum; Mr.
Stenberg--$425,000 per annum; Mr. Welchman--$345,000 per annum; and Mr.
Englar--$265,000 per annum.
The employment agreements with the named executive officers provide that
in the event of a voluntary termination of employment for "good reason", an
involuntary termination of employment "without cause", disability (as defined
in the agreements) or the sale of a subsidiary or division of the Corporation
with respect to which the executive is
15
<PAGE>
employed in which such executive is not offered reasonably comparable
employment with such business or subsidiary or with the Corporation or its
affiliates, such executive will receive a lump sum in cash equal to the present
value of the salary that would have been payable over the "remaining term" of
the agreement had such executive not been terminated plus the present value of
the average of the prior three years' bonuses times the "remaining term" of the
agreement. The "remaining term" of an agreement in the case of Messrs.
Henderson and Englar means two years if termination occurs on or before January
31, 1998, or one year if it occurs after such date; and in the case of Messrs.
Leventhal, Stenberg and Welchman means one year. Present value is to be
computed by using the applicable Federal rate in effect at the time of
computation as determined by the IRS for purposes of Section 1274(d) of the
Code, and "good reason" means a material breach of an employment agreement
involving the Corporation's failure to pay compensation due thereunder or a
failure to be employed as a senior management employee of the Corporation. All
the employment agreements provide that in the event of an involuntary
termination for cause where such conduct is not found to be willful, the
executive will receive a lump sum equal to the present value of the amount
payable under the terms of the Corporation's payroll severance policy
applicable to such employee.
In connection with a review of the Corporation's employment agreements by
the Compensation and Benefits Committee of the Board of Directors, the
Committee authorized the Corporation to enter into new employment agreements
with Messrs. Henderson, Stenberg, Welchman and Englar, effective January 1,
1998, providing, inter alia, for severance payments and payments in the event
of termination after a change of control of the Corporation.
Mr. Greenberg has a consulting agreement with the Corporation, expiring
December 31, 1997, to provide consulting advice in the areas of his expertise
at an annual retainer of $100,000, plus per diem consulting fees which may not
exceed $100,000. The Board of Directors has approved a one-year renewal of such
consulting agreement, effective January 1, 1998, under which Mr. Greenberg will
receive per diem consulting fees which may not exceed $100,000.
Change of Control Arrangements
The agreements which the Corporation has entered into with each of the
named executive officers in connection with the Benefits Plan contain
provisions under which such officer's rights to receive pre-retirement survivor
benefits and post-retirement benefits automatically, upon the occurrence of a
change of control of the Corporation, become fully vested, nonforfeitable and
payable on normal payment dates at 100% of benefit level (without regard to
reductions of benefits arising from early retirement). Such officers have also
entered into agreements with the Corpo-
16
<PAGE>
ration in connection with the 1992 Equity Incentive Plan and the 1995 Equity
Incentive Plan. Such agreements contain provisions under which such officers'
awards of restricted stock, stock options and Performance Units will fully vest
if their employment is terminated "without cause" or they voluntarily terminate
their employment for "good reason", in each case within two years after the
occurrence of a change of control of the Corporation.
STOCK PERFORMANCE GRAPH
The following is a line graph presentation comparing the yearly percentage
change in the cumulative total shareholder return on the Corporation's Common
Stock with the cumulative total return on the Standard & Poor's 500 Stock Index
and a peer group index for the period from October 2, 1992 to September 26,
1997 (assuming reinvestment of any dividends and an investment of $100 in each
on October 2, 1992):
[start line chart]
<TABLE>
<CAPTION>
10/2/92 10/1/93 9/30/94 9/29/95 9/27/96 9/26/97
<S> <C> <C> <C> <C> <C> <C>
Burlington Industries, Inc. $100.00 $116.00 $ 84.00 $101.00 $ 80.00 $114.00
S&P 500 100.00 115.09 118.67 153.96 184.97 260.16
Peer Group 100.00 106.81 100.69 103.11 108.63 147.40
</TABLE>
[end line chart]
This peer group consists of Burlington Industries, Inc., Cone Mills
Corporation, Culp, Inc., Delta Woodside Industries, Inc., The Dixie Group,
Inc., Dyersburg Corporation, Fab Industries, Inc., Forstmann & Company, Inc.,
Galey & Lord, Inc., Guilford Mills, Inc., Mohawk Industries, Inc., Springs
Industries, Inc., Texfi Industries, Inc. and Unifi, Inc.
17
<PAGE>
2. Selection of Independent Public Accountants
The appointment of auditors is approved annually by the Board of Directors
and subsequently submitted to the stockholders for ratification. In
recommending the ratification by the stockholders of the appointment of Ernst &
Young LLP, the Board of Directors is acting upon the recommendation of the
Audit Committee, which is composed entirely of non-employee Directors and which
has satisfied itself as to the firm's professional competence and standing. In
making its recommendation, the Audit Committee has taken into consideration the
audit scope and audit fees associated with such retention. A representative of
Ernst & Young LLP will attend the 1998 Annual Meeting of Stockholders to answer
appropriate questions and to make any statement that such representative may
desire to make.
The Board of Directors recommends a vote FOR Proposal 2, the approval of
the selection of Ernst & Young LLP as independent public accountants to audit
the books and accounts of the Corporation for the 1998 fiscal year, and your
proxy will be so voted unless you specify otherwise.
3. Other Business
Management of the Corporation is not aware of any other business which may
be presented for action at the 1998 Annual Meeting. However, the enclosed Proxy
confers discretionary authority with respect to matters that are not known to
the Board at the date hereof and which may properly come before the meeting. It
is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on any such matter.
Vote Required for Approval
Votes with respect to matters submitted to stockholders at the 1998 Annual
Meeting will be tabulated and certified by a representative of The Corporation
Trust Company, who will be appointed as an independent inspector of election.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote thereat shall constitute a
quorum for the transaction of business at the Annual Meeting. Treasury shares
shall not be counted for quorum purposes and shall not be voted for any purpose
at the Annual Meeting. Although abstentions and broker non-votes (matters
subject to vote on validly submitted proxies for which no vote is indicated)
are counted for purposes of determining whether a quorum is present at the
Annual Meeting, they are not treated as votes cast on any matter as to which no
voting instruction is indicated. The vote required to elect each Director is a
plurality of the votes cast at the Meeting.
18
<PAGE>
Proposals of Stockholders
In order for proposals by stockholders to be considered for inclusion in
the Proxy and the Proxy Statement for the 1999 Annual Meeting, such proposals
must be received by the Secretary of the Corporation at P.O. Box 21207,
Greensboro, North Carolina 27420 no later than August 18, 1998.
The Corporation's Bylaws set forth certain procedures that stockholders
must follow in order to nominate a director or present any other business at an
Annual Meeting of Stockholders. In addition to any other applicable
requirements, for business to be properly brought before the 1999 Annual
Meeting by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation. To be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than 90 days nor more than 120 days prior to the anniversary date of the 1998
Annual Meeting, provided that if the 1999 Annual Meeting is called for a date
that is not within 30 days before or after such anniversary date, notice by the
stockholder must be so received not later than the close of business on the
tenth day following the day on which notice of the date of the 1999 Annual
Meeting is mailed or public disclosure of the date of the 1999 Annual Meeting
is made, whichever first occurs. The Bylaw provisions relating to advance
notice of business to be transacted at Annual Meetings may be obtained from the
Secretary of the Corporation.
Availability of Form 10-K
The Corporation's Annual Report on Form 10-K with respect to the fiscal
year ended September 27, 1997 is available without charge upon written request
to Lynn L. Lane, Vice President, Treasurer and Investor Relations, Burlington
Industries, Inc., P.O. Box 21207, Greensboro, North Carolina 27420. Such
request must include a good faith representation that, as of December 8, 1997,
the person making such request was a beneficial owner of shares of Common
Stock.
Stockholders are urged to specify choices on the enclosed Proxy and to
date and return it in the enclosed envelope. Your prompt response will be
appreciated.
By Order of the Board of Directors,
/s/ Barbara K. Eisenberg
Barbara K. Eisenberg
Vice President and Secretary
December 16, 1997
19
<PAGE>
[Burlington logo] BURLINGTON INDUSTRIES, INC.
Proxy for Annual Meeting of Stockholders
February 4, 1998
The undersigned hereby (a) appoints Barbara K. Eisenberg and Robert A.
Wicker, and each of them, proxies with full power of substitution, to vote the
stock the undersigned is entitled to vote at the 1998 Annual Meeting of
Stockholders of Burlington Industries, Inc. to be held at the offices of the
Corporation, 3330 West Friendly Avenue, Greensboro, North Carolina, on February
4, 1998, and at any adjournment thereof, with all the powers the undersigned
would possess if personally present, as specified on the reverse side of this
card on proposals 1 and 2, and in their discretion upon any other matters that
may properly come before the meeting and any adjournment thereof, and (b)
directs the Trustee of the Employee Stock Ownership Plan ("ESOP") to vote all
of the shares allocated to the undersigned's ESOP account at such 1998 Annual
Meeting of Stockholders, and at any adjournment thereof, as specified on the
reverse side of this card on proposals 1 and 2 and in the Trustee's discretion
upon any other matters that may properly come before the meeting and any
adjournment thereof. If the Trustee does not receive the undersigned's voting
instructions by 5:00 p.m. EST on February 3, 1998, the Trustee will not vote
the shares allocated to the undersigned's ESOP account.
This Proxy is solicited on behalf of the Board of Directors. This Proxy will
be voted as provided on the reverse side. If not otherwise specified, this
Proxy will be voted FOR each Director nominee and FOR Item 2.
PLEASE VOTE, SIGN AND DATE THIS PROXY ON
THE REVERSE SIDE AND RETURN IT IN THE
ENCLOSED ENVELOPE.
Thank you for your prompt response.
<PAGE>
The Board of Directors Recommends a Vote FOR Proposals 1 and 2
1. Election of Directors.
Nominees: John G. Medlin, Jr. and Nelson Schwab III
/ / FOR all nominees / / WITHHOLD AUTHORITY / / FOR, except withhold vote
to vote for all from the following
nominees nominee(s)_______________
2. Approval of the selection of Ernst & Young LLP as independent public
accountants.
/ / FOR / / AGAINST / / ABSTAIN
I plan to attend the Annual Meeting of Stockholders on February 4, 1998.
/ / YES / / NO
-----------------------------
(Signature)
-----------------------------
(Signature)
Dated:--------------------- , 199
IMPORTANT: Please sign exactly as name appears
hereon and date your proxy in the blank space
provided above. For joint accounts, each joint
owner must sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title as such. If signing
for a corporation, indicate the capacity in
which you are signing.
