<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Section 240.14a-11(c) or Section
240.14a-12
DAN RIVER INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 1-1(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:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[DAN RIVER LETTERHEAD]
March 12, 1998
Dear Shareholder:
We cordially invite you to attend the Company's 1998 Annual Meeting of
Shareholders on Wednesday, April 22, 1998. The meeting will be held at the
Riverview Inn in Danville, Virginia and will begin at 10 a.m. EDT.
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 shareholder, your vote is important. We urge you to execute and return
your proxy promptly whether or not you plan to attend so that we can 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 support of and
interest in Dan River.
Sincerely,
/s/ Joseph L. Lanier, Jr.
Joseph L. Lanier, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
[DAN RIVER LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1998
To the Shareholders of DAN RIVER INC.:
The 1998 Annual Meeting of Shareholders of Dan River Inc. will be held at
the Riverview Inn, located at One Country Club Drive in Danville, Virginia, on
Wednesday, April 22, 1998, at 10 a.m. EDT for the following purposes:
1. To elect two Group A directors to serve for a three-year term or until
the election and qualification of their respective successors;
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company 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 holders of record of Class A Common Stock and Class B Common Stock of
the Company as of the close of business on March 2, 1998, will be entitled to
notice of and to vote at the meeting. A list of shareholders as of the close of
business on March 2, 1998 will be open for examination during the meeting.
You attention is directed to the Proxy Statement submitted with this
Notice.
By Order of the Board of Directors,
Harry L. Goodrich
Secretary
Danville, Virginia
March 12, 1998
IMPORTANT -- YOUR PROXY IS ENCLOSED
SHAREHOLDERS 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. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.
<PAGE> 4
DAN RIVER INC.
2291 MEMORIAL DRIVE
DANVILLE, VIRGINIA 24541
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1998
------------------------
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of Dan River
Inc. (the "Company" or "Dan River") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Shareholders of the Company scheduled to be held on April 22, 1998, at the
Riverview Inn, One Country Club Drive, Danville, Virginia 24541, at 10 a.m. EDT,
and at any adjournment thereof (the "Annual Meeting").
RECORD DATE
The Board of Directors of the Company has fixed the close of business on
March 2, 1998 as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting. Only holders of Class A Common
Stock, par value $.01 per share, of the Company ("Class A Common Stock") and
Class B Common Stock, par value $.01 per share, of the Company ("Class B Common
Stock," together with the Class A Common Stock, the "Common Stock") as of the
record date are entitled to vote at the Annual Meeting or any adjournment
thereof. On the record date, 16,777,075 shares of Class A Common Stock and
2,062,070 shares of Class B Common Stock were issued and outstanding. No
cumulative voting rights are authorized and appraisal rights for dissenting
shareholders are not applicable to the matters being proposed. It is anticipated
that this Proxy Statement will be first mailed to shareholders of the Company on
or about March 12, 1998.
VOTING AND PROXIES
When the enclosed form of proxy is properly executed and returned, the
shares it represents will be voted as directed at the Annual Meeting and any
adjournment thereof or, if no direction is indicated, such shares will be voted
in favor of the proposals set forth in the attached notice. Any shareholder
giving a proxy has the power to revoke it at any time before it is voted. All
proxies delivered pursuant to the solicitation are revocable at any time at the
option of the persons executing them by giving written notice to the Secretary
of the Company, by delivering a later-dated proxy or by voting in person at the
Annual Meeting. If Common Stock owned by a shareholder is registered in the name
of more than one person, each such person should sign the enclosed proxy. If the
proxy is signed by an attorney, executor, administrator, trustee, guardian or by
any other person in a representative capacity, the full title of the person
signing the proxy should be given and a certificate should be furnished showing
evidence of appointment.
In accordance with the Company's Amended and Restated Articles of
Incorporation (the "Articles of Incorporation") and Georgia law, each share of
Class A Common Stock is entitled to one vote at the Annual Meeting and each
share of Class B Common Stock is entitled to 4.39 votes at the Annual Meeting.
With respect to all matters to be voted upon at the Annual Meeting, holders of
shares of Class A Common Stock and Class B Common Stock will vote together as a
single voting group (the "Voting Group").
The presence, either in person or by proxy, of the holders of a majority of
the votes of the shares of Common Stock comprising the Voting Group outstanding
on the record date is necessary to constitute a
1
<PAGE> 5
quorum at the Annual Meeting or any adjournment thereof. Under Georgia law and
the Bylaws of the Company, (i) with respect to the election of directors, the
affirmative vote of a plurality of the votes represented by the shares
comprising the Voting Group is required to elect the nominees to the Board of
Directors, and (ii) with respect to the proposal to ratify the appointment of
Ernst & Young LLP as independent auditors, the votes cast in favor of such
proposal by shares comprising the Voting Group must exceed the votes cast
against such proposal to ratify such appointment. With respect to any other
matter that may properly come before the Annual Meeting, the votes cast in favor
of such matter by shares comprising the Voting Group must exceed the votes cast
against approval of such matter for such matter to be approved. At the Annual
Meeting, votes cast for or against any matter may be cast in person or by proxy.
Abstentions and broker non-votes will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum but will
not count as either a vote for or against any matter presented for shareholder
approval at the Annual Meeting.
ELECTION OF DIRECTORS
(ITEM 1)
BOARD OF DIRECTORS
The Company's Articles of Incorporation divide the Board of Directors into
three classes (Groups "A," "B" and "C") with the directors in each class serving
a term of three years. Directors for each class are elected at the annual
meeting of shareholders held in the year in which the term for such class
expires. At the Annual Meeting on April 22, 1998, two nominees for director are
to be elected to serve until the Annual Meeting of Shareholders in 2001, or
until their successors are elected and qualified.
The Company's Articles of Incorporation further provide that the Board
shall consist of six directors until the number of directors is changed by
resolution of the Board, and that the Board shall be responsible for electing
two directors with terms expiring at the 1998 and 1999 Annual Meetings of
Shareholders, respectively. As noted below, Mr. Keller was elected by the Board
to serve until this Annual Meeting. The Board intends, as soon as is
practicable, to elect a sixth director to serve until the 1999 Annual Meeting of
Shareholders.
The Board of Directors has no reason to believe that either of the nominees
for the office of director will be unavailable for election as a director.
However, if at the time of the Annual Meeting either of the nominees should be
unable or decline to serve, the persons named in the proxy will vote as
recommended by the Board of Directors either (i) to elect substitute nominees
recommended by the Board, (ii) to allow the vacancy created thereby to remain
open until filled by the Board or (iii) to reduce the number of directors for
the ensuing year. In no event, however, can a proxy be voted to elect more than
two directors.
2
<PAGE> 6
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following table presents information concerning each person who is
nominated for election as a director or who is continuing as an incumbent
director:
DONALD J. KELLER, 66 Nominee Term Expires in 1998
Mr. Keller has been a director of Dan River since January 1998. Since March
1993 Mr. Keller has been Chairman of B. Manischewitz Company, a food
manufacturer, and was Co-Chief Executive Officer of B. Manischewitz Company from
1992 until 1993. From 1995 until 1997 he was Chairman of the Board of Prestone
Products Corporation, an automotive chemicals manufacturer, and has been
appointed to serve as Chairman of Specialty Foods Corporation, a company to be
spun-off from The Campbell Soup Company in the spring of 1998. He is also a
director of Air Express International Corporation, a provider of transportation-
related services and a consultant to and director of Colorado Prime Corporation,
a mail-order food company. Mr. Keller is a member of the Compensation Committee
and an alternate member of the Audit Committee.
- --------------------------------------------------------------------------------
JOSEPH L. LANIER, JR., 66 Nominee Term Expires in 1998
Mr. Lanier has been Chairman of the Board of Directors and Chief Executive
Officer of Dan River or Braelan Corp. (its "Predecessor") since 1989. Mr. Lanier
is also a director of SunTrust Bank, Inc., a bank holding company, Flowers
Industries, Inc., a food company, Torchmark Corporation, an insurance company,
and Dimon Incorporated, a tobacco products company and distributor of cut
flowers.
- --------------------------------------------------------------------------------
EDWARD J. LILL, 65 Incumbent Term Expires in 2000
Mr. Lill has been a director of Dan River since October 1997. Mr. Lill is
presently a consultant to Metropolitan Life Insurance Company with respect to
accounting and other related matters. Mr. Lill was a senior partner and Vice
Chairman of the accounting firm, Deloitte & Touche, from 1988 until his
retirement in 1995. Mr. Lill is Chairman of the Audit Committee and an alternate
member of the Compensation Committee.
- --------------------------------------------------------------------------------
JOHN F. MAYPOLE, 58 Incumbent Term Expires in 2000
Mr. Maypole has been a director of Dan River or its Predecessor since 1992.
Mr. Maypole is a consultant to Metropolitan Life Insurance Company and has over
the past five years served as a consultant to and/or director of various other
corporations and providers of financial services. Mr. Maypole also serves as a
director of Bell Atlantic Corporation, a telecommunications company, and
Massachusetts Mutual Life Insurance Company. Mr. Maypole is Chairman of the
Compensation Committee and serves on the Audit Committee.
- --------------------------------------------------------------------------------
RICHARD L. WILLIAMS, 64 Incumbent Term Expires in 1999
Mr. Williams has been a director and President and Chief Operating Officer
of Dan River or its Predecessor since 1989.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR Donald J. Keller and Joseph L.
Lanier, Jr. to hold office until the Annual Meeting of Shareholders in 2001, or
until their successors are elected and qualified. Proxies received by the Board
of Directors will be so voted unless shareholders specify a contrary choice in
their proxies.
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<PAGE> 7
The Board of Directors met six times during the 1997 fiscal year. During
the 1997 fiscal year (or the portion of the fiscal year during which he was a
director) each director attended 100% of the meetings of the Board.
COMMITTEES OF THE BOARD OF DIRECTORS
Effective upon the completion of the initial public offering of the Class A
Common Stock of the Company in November 1997, the Board of Directors established
a Compensation Committee and an Audit Committee. The Compensation Committee is
composed of Messrs. Maypole (Chairman) and Keller with Mr. Lill serving as an
alternate member in the event one of the regular members cannot attend a meeting
of the Compensation Committee. The Audit Committee is composed of Messrs. Lill
(Chairman) and Maypole, with Mr. Keller serving as an alternate member of the
Audit Committee. The Audit and Compensation Committees held no meetings during
1997, and none of the members of either Committee are employees of Dan River.
The Compensation Committee is responsible for reviewing annually and
approving the Company's compensation strategy to ensure that the Company's
executive compensation strategy supports its business objectives as well as
shareholder interests. The Committee is responsible for the approval of salary,
bonuses and other compensation of the Company's executive officers and key
management personnel, and the administration of the Company's option and benefit
plans. The Compensation Committee is also responsible for reviewing and
considering issues pertaining to succession planning upon retirement or
termination of the employment of senior managers of the Company.
The Audit Committee is responsible for recommending independent auditors,
reviewing with the independent auditors the scope and results of the audit
engagement, monitoring the Company's financial policies and control procedures,
and reviewing and monitoring the provision of non-audit services by the
Company's auditors.
Prior to the Company's initial public offering in November 1997, the full
Board performed the functions of the Audit Committee. Responsibilities of the
Compensation Committee were generally carried out by the full Board, although
certain compensation-related matters were addressed by the Senior Management
Committee. See "Compensation Committee Interlocks and Insider Participation."
DIRECTOR COMPENSATION
Each Director who is not an employee of the Company receives a retainer of
$20,000 per year for his service as a director and, commencing in 1998, will be
paid $1,000 for each meeting of the Board or a Committee of the Board attended
by him. In 1994 Mr. Maypole was granted an option to purchase 11,375 shares of
Class A Common Stock. The terms of Mr. Maypole's option are identical to the
terms of other options granted in 1994 to executive officers and key employees
of the Company. See Note 1 to "Aggregated Option/SAR Exercises in Last Fiscal
Year and FY End Option/SAR Values" table under "Executive Compensation." In 1997
the Board of Directors granted to each of Messrs. Lill and Maypole non-
qualified options to purchase 5,000 shares of Class A Common Stock pursuant to
the 1997 Stock Plan for Outside Directors (the "Directors' Plan"), which options
vest and become exercisable in three equal increments on December 31, 1997, 1998
and 1999 (or 100% upon a Change of Control), have an exercise price of $15 per
share and have a term expiring November 20, 2007. In 1998 the Board of Directors
granted to Mr. Keller a non-qualified option to purchase 5,000 shares of Class A
Common Stock pursuant to the Directors' Plan, which option vests and becomes
exercisable in three equal increments on December 31, 1998, 1999 and 2000 (or
100% upon a Change of Control), has an exercise price of $16.25 per share and
has a term expiring January 8, 2008. Directors who are officers of Dan River are
not compensated for their services as directors.
4
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding the beneficial
ownership of the Company's classes of Common Stock as of February 19, 1998, by
(i) each person who is known to Dan River to be the beneficial owner of more
than 5% of each class of Common Stock, (ii) each of the directors of Dan River,
(iii) each of the named executive officers, and (iv) all directors and executive
officers of Dan River as a group. Under the rules of the Securities and Exchange
Commission, a person is deemed to "beneficially own" securities if that person
has or shares the power to vote or dispose, or to direct the vote or
disposition, of such securities. The person is also deemed to beneficially own
any securities of which that person has the right to acquire beneficial
ownership within 60 days. Under these rules, more than one person may be deemed
to beneficially own the same securities and a person may be deemed to
beneficially own securities as to which he or she has no pecuniary interest.
Except as set forth below, the shareholders named below have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF CLASS A OF CLASS B
COMMON STOCK COMMON STOCK
NAMED EXECUTIVE --------------------------- -------------------------
OFFICERS, DIRECTORS, EXECUTIVE NUMBER PERCENT NUMBER PERCENT
OFFICERS AND DIRECTORS AS A OF OF OF OF
GROUP AND 5% SHAREHOLDERS SHARES CLASS SHARES CLASS
------------------------------ ------ ------- ------ -------
<S> <C> <C> <C> <C>
Donald J. Keller.............................. 5,000 * -- --
Joseph L. Lanier, Jr.(3)(4)................... 2,457,370(1)(5)(6) 13.0(2) 2,062,070(7)(8) 100.0%
Edward J. Lill................................ 2,000 * -- --
John F. Maypole............................... 5,000 * -- --
Richard L. Williams(3)(4)..................... 465,981(1) 2.5(2) 465,981(8) 22.6
Barry F. Shea(3).............................. 174,912(1) 1.0(2) 174,912(8) 8.5
Harry L. Goodrich............................. 1,500 * -- --
Mezzanine Investment Limited
Partnership-BDR(8).......................... 6,708,723 35.6 -- --
All executive officers and directors as a
group (14 persons).......................... 2,473,270(1)(5)(6) 13.1(2) 2,062,070(7)(8) 100.0
</TABLE>
- ---------------
* Less than 1%.
(1) Under the Company's Articles of Incorporation, shares of Class B Common
Stock are convertible into shares of Class A Common Stock on a
share-for-share basis at any time subject to compliance with certain first
offer rights. As a result, in accordance with the rules of the Securities
and Exchange Commission, shares of Class A Common Stock shown as
beneficially owned by the persons listed in the table include shares of
Class A Common Stock issuable upon conversion of Class B Common Stock
beneficially owned by such persons.
(2) Based on an aggregate of 16,777,075 shares of Class A Common Stock issued
and outstanding as of February 19, 1998, plus, for each individual, the
number of shares of Class A Common Stock issuable upon conversion of shares
of Class B Common Stock beneficially owned by such individuals as of such
date.
(3) The business address of Messrs. Lanier, Williams and Shea is 2291 Memorial
Drive, Danville, Virginia 24541.
(4) Messrs. Lanier and Williams disclaim beneficial ownership of the 65,553
shares and 96,250 shares of Common Stock held by their wives, Mrs. Ann M.
Lanier and Mrs. Suzanne S. Williams, respectively.
(5) Mr. Lanier is contractually obligated to surrender 395,300 of these shares
to the Company from time to time upon exercise of stock options issued prior
to December 1994. Mr. Lanier disclaims beneficial ownership of these shares.
Upon surrender of shares of Class A Common Stock, the Company is required to
pay to Mr. Lanier an amount equal to the exercise price of the option in
respect of which such shares were surrendered. Includes 52,500 shares on
which Messrs. Boozer and Goodrich hold options and 42,825 shares on which
other executive officers hold options, all of which are presently
exercisable.
(6) Includes 848,380, 65,553, 253,622, 253,622, 96,250, 369,731 and 174,912
shares of Class A Common Stock issuable upon conversion on a share for share
basis of shares of Class B common stock beneficially
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<PAGE> 9
owned by Mr. Joseph L. Lanier, Jr., Mrs. Ann M. Lanier, Mr. Joseph Lanier,
III, Mrs. Ann L. Jackson, Mrs. Suzanne S. Williams, Mr. Richard L. Williams
and Mr. Barry F. Shea, respectively, (the "Senior Management Group"), with
respect to which Mr. Joseph L. Lanier, Jr. has sole voting power pursuant to
the terms of a Voting Agreement dated November 20, 1997 between the Company
and the members of the Senior Management Group, as amended (the "Voting
Agreement").
(7) Includes shares of Class B Common Stock beneficially owned by the members of
the Senior Management Group with respect to which Mr. Joseph L. Lanier, Jr.
has sole voting power pursuant to the Voting Agreement. See Footnote 6
above.
(8) Joseph L. Lanier, Jr. has sole voting power with respect to these shares
pursuant to the terms of the Voting Agreement.
(9) Reflects shares of Class A Common Stock beneficially owned by Mezzanine
Investment Limited Partnership-BDR ("MILP"), whose address is One Madison
Avenue, New York, New York 10010. According to Schedule 13D filed on behalf
of Metropolitan Life Insurance Company ("MetLife"), the general partner of
MILP is 23rd Street Investments, Inc. ("23rd Street Investments"), a
wholly-owned subsidiary of MetLife. 23rd Street Investments has sole voting
and investment power with respect to the Class A Common Stock beneficially
owned by MILP. As a result, 23rd Street Investments is deemed to
beneficially own the shares of Class A Common Stock beneficially owned by
MILP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
EXCHANGE AGREEMENT
The Company entered into an exchange agreement effective as of November 20,
1997 with the members of the Senior Management Group whereby upon completion of
the initial public offering of the Company's Class A Common Stock, the Senior
Management Group exchanged certain shares of Class A Common Stock beneficially
owned by them for Class B Common Stock on a share-for-share basis (the "Exchange
Offer"). In connection with the Exchange Offer, the Company issued an aggregate
of 2,062,070 shares of Class B Common Stock, having 4.39 votes per share, in
exchange for an aggregate of 2,062,070 shares of Class A Common Stock (the
"Exchange"). Pursuant to the Voting Agreement Mr. Joseph L. Lanier, Jr. votes
all outstanding shares of Class B Common Stock.
Prior to the Exchange, the Senior Management Group controlled approximately
20% of the combined outstanding voting power of all classes of the Company's
Common Stock. Upon completion of the Exchange, the Senior Management Group
controlled approximately 37% of the combined outstanding voting power of all
classes of the Company's Common Stock. See "Security Ownership of Certain
Beneficial Owners and Management" and the Notes thereto.
REGISTRATION RIGHTS AGREEMENT
The Company, certain members of senior management (the "Management
Shareholders"), MILP and all other holders of the Company's Common Stock prior
to the initial public offering are parties to a Registration Rights Agreement,
dated September 3, 1991 (as amended, the "Registration Rights Agreement"). All
provisions of the Registration Rights Agreement described below terminate on the
earlier of (i) September 3, 2006 or (ii) the date when shares of Class A Common
Stock which are held by holders other than Management Shareholders constitute
less than 10% of the outstanding Common Stock, subject to limited exceptions.
The Registration Rights Agreement is applicable only with respect to shares of
Common Stock held prior to the initial public offering. It contains, among
others, the following provisions:
The Company's and Mr. Lanier's Call Rights. Joseph L. Lanier, Jr. has the
right to purchase the Class A Common Stock beneficially owned by certain
specified shareholders (the "Lanier Call"). The Company has a similar call right
(the "Company Call"). In the case of a Company Call, the call price is the fair
market value (as defined) of the Common Stock. In the case of a Lanier Call, the
call price is 105% of the fair market value of the Common Stock. Under certain
circumstances, a Company call may be assigned to or
6
<PAGE> 10
preempted by Mr. Lanier. In addition, Mr. Lanier has a first offer right to
purchase any Class A Common Stock offered for sale by certain of the Company's
shareholders. The rights of each of the Company and Mr. Lanier under the call
provisions of the Registration Rights Agreement terminate on September 3, 2001
or, in the case of a Lanier Call, if earlier, Mr. Lanier's death or total
disability or termination of employment for good cause (as defined in Mr.
Lanier's Employment Agreement).
Demand and Piggyback Registration Rights. The holders (not including the
Management Shareholders) of at least 20% of the Class A Common Stock held by
such holders immediately prior to the initial public offering may, on seven
occasions, demand that the Company prepare and file a registration statement
under the Securities Act of 1933 with respect to such number of shares of Class
A Common Stock held by them prior to the initial public offering as are
designated by the holders of a majority of such shares of Class A Common Stock
of the Company after consultation with the book running lead underwriter of any
such offering and the demanding holders. Once every 12 months, the Company may
delay the filing of any such registration statement for up to 60 days if the
Company would be required in the opinion of counsel to disclose information in
the registration statement that it would not otherwise be required to publicly
disclose and the Board of Directors determines that such disclosure is not in
the Company's best interests. In addition, such holders of Class A Common Stock
are entitled to offer and sell their Class A Common Stock in any underwritten
public offering involving the offering of any equity security by the Company or
any subsidiary of the Company, subject to certain limitations. The Company may
also offer and sell its Class A Common Stock in any underwritten public offering
effected at the request of such holders of Class A Common Stock, subject to
certain limitations.
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<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth certain information relating to the compensation
earned during the 1997, 1996 and 1995 fiscal years of the Company by the
Company's Chief Executive Officer and by its four other most highly compensated
executive officers (collectively the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS(3)
------------
ANNUAL COMPENSATION(1) SECURITIES
-------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS(#) COMPENSATION(4)
--------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Joseph L. Lanier, Jr................... 1997 $442,410 $442,410 100,000 $1,600
Chairman and Chief 1996 422,424 169,650 -- 1,500
Executive Officer 1995 404,193 128,050 -- 1,500
Richard L. Williams.................... 1997 366,306 366,310 70,000 1,600
President and Chief 1996 352,118 141,410 -- 1,500
Operating Officer 1995 338,558 107,260 -- 1,500
Barry F. Shea.......................... 1997 215,447 215,450 30,000 1,600
Vice President- 1996 201,815 81,050 -- 1,500
Chief Financial Officer 1995 193,389 61,270 -- 1,500
Gregory R. Boozer...................... 1997 160,770 160,770 25,000 1,600
Vice President-Manufacturing 1996 145,385 58,390 -- 1,454
Services 1995 133,077 42,160 -- 1,331
Harry L. Goodrich...................... 1997 132,689 132,690 10,000 1,327
Vice President, Secretary 1996 120,723 48,480 -- 1,207
and General Counsel 1995 116,037 36,760 -- 1,160
</TABLE>
- ---------------
(1) The aggregate amount of perquisites and other personal benefits, if any, did
not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for each Named Executive Officer and has therefore been
omitted.
(2) For information relating to the determination of bonus amounts, see
"Compensation Committee Interlocks and Insider Participation" and
"Employment Agreements -- Executive Employment Agreements."
(3) No Restricted Stock or SARs have been granted.
(4) Represents amounts accrued during applicable fiscal years to each Named
Executive Officer pursuant to the Dan River Salary Retirement Plan.
STOCK OPTIONS
The following table sets forth information concerning stock options granted
to each of the Named Executive Officers during fiscal year 1997.
8
<PAGE> 12
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF % OF VALUE OF ASSUMED
SECURITIES TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME (#)(1)(2) FISCAL YEAR ($/SH) DATE 5% 10%
---- ---------- ------------ -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. Lanier, Jr.......... 100,000 17% $15.00 11/20/07 $943,342 $2,390,614
Richard L. Williams .......... 70,000 12% $15.00 11/20/07 660,339 1,673,430
Barry F. Shea................. 30,000 5% $15.00 11/20/07 283,003 717,184
Gregory R. Boozer............. 25,000 4% $15.00 11/20/07 235,835 597,653
Harry L. Goodrich............. 10,000 2% $15.00 11/20/07 94,334 239,061
</TABLE>
- ---------------
(1) The Company has not granted any SARs.
(2) All options granted are options to purchase Class A Common Stock. The
options vest and become exercisable in three equal increments on December
31, 1999, 2000 and 2001, respectively, but such vesting and exercisability
will be accelerated in the event of a "Change of Control" as defined in the
Indenture governing the Company's 10 1/8% Senior Subordinated Notes due
2003 (the "Indenture").
The following table sets forth 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 on the New York Stock
Exchange of the Company's Class A Common Stock on January 2, 1998 of $16.375 per
share and the respective option exercise prices). The Named Executive Officers
did not exercise any stock options in fiscal year 1997. There are no SARs
outstanding.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END($)
--------------------------- ---------------------------
NAME(1)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Joseph L. Lanier, Jr........................... -0- 187,500 $ 0 $970,938
Richard L. Williams............................ -0- 140,000 0 763,000
Barry F. Shea.................................. -0- 56,250 0 291,281
Gregory R. Boozer(3)........................... 26,250 46,875 414,881 242,734
Harry L. Goodrich(3)........................... 26,250 23,125 414,881 138,766
</TABLE>
- ---------------
(1) All options held are options to purchase Class A Common Stock. Each of the
Named Executive Officers holds options granted in 1994 which vest in
increments of 20% of the grant on December 31 of each year from 1995
through 1999; provided, however, if cumulative Consolidated EBITDA (as
defined in the Indenture and based on internal growth of the Company)
commencing January 1, 1995 and continuing through the end of fiscal year
1998 equals or exceeds $274 million, the options will become fully vested
as of December 31, 1998. The options also vest early in the event there is
a Change of Control as defined in the Indenture. The options are
exercisable, at an exercise price of $6.85 per share, only when such
options are 100% vested, as provided above, and are automatically revoked
if the optionee voluntarily leaves the Company or is terminated for cause
prior to exercise of the options. To the extent options are vested at the
time of an optionee's death, disability, retirement or involuntary
termination without cause, the optionee or his estate will be entitled to
exercise such options within six months after the later of the date of the
event resulting in termination of employment or the earliest permissible
exercise date as described above.
(2) Each of the named executive officers also holds options granted in 1997
which vest and become exercisable in increments of one third of the grant
on December 31 of each year from 1999 through 2001.
9
<PAGE> 13
The options vest early in the event there is a Change of Control as defined
in the Indenture. The exercise price of these options is $15.00 per share
and the terms and conditions thereof are otherwise similar to those
described in footnote 1 above.
(3) Messrs. Boozer and Goodrich each holds options granted in 1991 to purchase
26,250 shares of the Company's Class A Common Stock at an exercise price of
$0.57 per share. These options are fully vested and exercisable and have
terms and conditions which are otherwise similar to those described in
footnote 1 above.
RETIREMENT PLAN
The Dan River Inc. Salary Retirement Plan (the "Retirement Plan") provides
noncontributory defined benefits based on both years of service and the
employee's career average monthly earnings ("Average Compensation"). Average
Compensation includes salary and commissions but excludes bonuses. Estimated
annual benefits payable upon retirement at age 65 for each of the Named
Executive Officers are as follows, based upon a single life annuity: Joseph L.
Lanier, Jr. -- $13,169; Richard L. Williams -- $14,825; Barry F.
Shea -- $36,712; Gregory R. Boozer -- $50,429; and Harry L. Goodrich -- $32,829.
EMPLOYMENT AGREEMENTS
Executive Employment Agreements
The Company is party to employment agreements with Joseph L. Lanier, Jr.,
Richard L. Williams and Barry F. Shea, each of which became effective on
November 20, 1997, and terminates five years thereafter, unless earlier
terminated as described below (the "Employment Agreements"). Each Employment
Agreement provides for the employee to be retained in certain specified
capacities by the Company and to devote his full business time and attention to
the business of the Company. Each of the employment agreements provides that the
Company shall pay the employee a bonus under the Dan River Inc. Management
Incentive Plan (the "Bonus Plan") and reimburse certain business related
expenses. The Bonus Plan provides for the payment of an annual cash bonus to
executive officers and key employees of the Company based upon the Company
achieving certain operating income and cash flow goals established at the
beginning of each fiscal year. Participation in the Plan, as well as award
levels and performance criteria, are recommended by the Chief Executive Officer
and approved by the Board of Directors.
Mr. Lanier's employment agreement (the "Lanier Agreement") provides that he
will serve as the Chief Executive Officer and Chairman of the Board of Directors
of the Company at a base salary of $460,000 per year, which may be increased at
the discretion of the Board of Directors, subject to certain cost of living
adjustments.
The Employment Agreements with Messrs. Williams and Shea provide for their
employment as President and Chief Operating Officer and Chief Financial Officer
of the Company, respectively. Each agreement provides that the employee shall
receive a base salary determined by the Chief Executive Officer of the Company,
subject to approval by the Board of Directors.
The Employment Agreements are terminable upon the death or disability of
the employee, by the Company for good cause (as defined in the Employment
Agreements), by the Company without cause, by the employee for good reason (as
defined in the Employment Agreements), by the employee without good reason or
upon the occurrence of a Change in Control (as defined in the Employment
Agreements). Each Employment Agreement provides that, in the event the
employee's employment is terminated for no cause, a change in control or for
good reason (all as defined in the Employment Agreements), such employee will be
paid an amount equal to two times his annual base salary in effect at the time
of termination, plus any incentive bonus prorated to the date on which
employment is terminated. The employee would also be entitled to participate for
a period of up to twenty-four months after termination of his employment in
various welfare, pension and savings plans and programs offered by the Company.
10
<PAGE> 14
Post-Employment Agreements
The Company has entered into agreements with Messrs. Batson, Bender,
Boozer, Carroll, Goodrich, Herron, Martin, Muscalino and Van de Visser, as well
as other key employees. These agreements currently provide certain assurances to
the employee in the event Mr. Lanier ceases for any reason to be Chief Executive
Officer of the Company (an "Employment Event"), including an agreement not to
arbitrarily reduce the salary of or relocate the employee and to allow the
employee to participate in certain incentive and other benefit plans at a level
commensurate with his level of participation at the time the Employment Event
occurred. In the event employment of the employee is terminated by the Company
without Good Cause (as defined) or by the employee upon breach of the agreement
by the Company, the employee is entitled to a severance payment of up to two
years salary, plus any bonus otherwise earned for the year in which the
termination occurs, and to continue to participate for a period of up to two
years in certain welfare, retirement and savings plans and policies afforded by
the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the Company's initial public offering of its Class A Common Stock
in November 1997, Messrs. Paul R. Crotty and John F. Maypole served on a Senior
Management Committee of the Company's Board of Directors which was responsible
for determining Mr. Lanier's base salary and whether to terminate Mr. Lanier's
employment. Mr. Lanier consulted with the Senior Management Committee in
determining compensation of Messrs. Williams and Shea and, within merit budget
guidelines approved by the Board of Directors and in consultation with a
Management Compensation Committee consisting of Messrs. Williams, Shea and
Carroll, Mr. Lanier determined the compensation of all other executive officers.
Bonus targets and participation levels were based on certain financial
objectives recommended by the Management Compensation Committee and approved by
Mr. Lanier, in consultation with the Senior Management Committee.
In connection with the Company's initial public offering in November 1997,
Messrs. Lill and Maypole were appointed to the Compensation Committee of the
Board of Directors, which is responsible for determining, with the approval of
the Board, the individual elements of total compensation of Mr. Lanier and
approving the individual elements of total compensation for the other executive
officers of the Company. Effective in 1998, Messrs. Keller and Maypole serve on
the Compensation Committee. See "Committees of the Board of Directors."
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation package for all of its executive officers in
fiscal year 1997 consisted of base salary, cash bonus and stock options. The
Compensation Committee expects that compensation for executive officers in
fiscal year 1998 will include these same elements.
BASE SALARY
Mr. Lanier's base salary is determined in accordance with his employment
agreement, with increases in excess of cost of living increases to be
recommended by the Compensation Committee and subject to the approval of the
full Board of Directors. In fiscal year 1997, Mr. Lanier's salary was increased
approximately 4.7 percent from fiscal year 1996, which increase was generally in
line with merit budget guidelines applicable to all salaried employees as
approved by the Board of Directors. The merit budget is established annually by
the Board of Directors and is generally intended to adjust for inflation and
competitive factors relating to pay levels in the textile industry. Adjustments
may be approved by the Compensation Committee to take account of changes in the
executive officer's responsibilities and his or her overall performance.
CASH BONUS
Each executive officer, including Mr. Lanier, is eligible to receive an
annual cash bonus pursuant to the terms of the Dan River Inc. Management
Incentive Plan (the "Management Incentive Plan"). The established objectives of
the Management Incentive Plan are to maximize operating income of the Company
11
<PAGE> 15
and its divisions while encouraging prudent management of working capital, and
to enhance the Company's ability to attract and retain talented management.
Operating income targets are recommended at the beginning of each fiscal year by
the Compensation Committee and approved by the Board of Directors. The
Compensation Committee determines the target award level category to which each
executive officer is assigned. In establishing operating income targets and
other financial criteria for awards under the Management Incentive Plan the
Compensation Committee has focused specifically on the Company's performance in
comparison to certain other textile companies; for example, achieving a target
under the Management Incentive Plan generally requires performance above the
level of such other textile companies at the time the bonus targets were
established. With respect to fiscal year 1997, Mr. Lanier and the other Named
Executive Officers were paid cash bonuses equal to 100% of their respective base
salaries in accordance with targets and award levels approved by the Board of
Directors at the beginning of the 1997 fiscal year.
STOCK OPTIONS
The Company's stock option plans are intended to align the interests
between the Company's shareholders and its directors, officers and key employees
through the grant of stock options which vest over a period of time. Options
granted in 1997 had an exercise price equal to the price of the Company's Class
A Common Stock sold in conjunction with the initial public offering in November
1997 and, in the Committee's view, provide a strong incentive to management to
build shareholder value over time.
John F. Maypole, Chairman
Donald J. Keller
The foregoing report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or under the Securities Act
of 1934, as amended (together, the "Acts"), except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
12
<PAGE> 16
STOCK PRICE PERFORMANCE GRAPH
The graph below reflects cumulative shareholder return (assuming the
reinvestment of dividends) on the Company's Class A Common Stock compared to the
return on the S&P 500 Index and a peer group of textile companies which, in the
opinion of the Company, are engaged in lines of business similar to those in
which the Company is engaged. Trading in the Company's Class A Common Stock
commenced on November 21, 1997 in connection with the Company's initial public
offering. The graph reflects the investment of $100.00 on November 21, 1997 in
the Company's Class A Common Stock, the S&P 500 Index and in the peer group and
the reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)
<TABLE>
<CAPTION>
Dan River Inc. S&P 500 Peer Group
<S> <C> <C> <C>
November 21, 1997 $100 $100 $100
December 31, 1997 109.58 106.43 106.75
</TABLE>
- ---------------
(1) Assumes initial investment of $100; total return assumes reinvestment
of dividends; total returns based on market capitalization.
(2) Peer group consists of Burlington Industries Inc., Cone Mills
Corporation, Crown Crafts, Inc., Delta Woodside Industries Inc., Galey & Lord
Inc., Pillowtex Corp., Springs Industries, Inc., Thomaston Mills, Inc., and
Westpoint Stevens Inc.
The Stock Price Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Acts, except in the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2)
The Board of Directors of the Company has appointed the firm of Ernst &
Young LLP to serve as independent auditors of the Company for the 1998 fiscal
year, subject to ratification of this appointment by the shareholders of the
Company. The Company has been advised by Ernst & Young LLP that neither it nor
any member thereof has any direct or material indirect financial interest in the
Company or any of its subsidiaries
13
<PAGE> 17
in any capacity. One or more representatives of Ernst & Young LLP will be
present at the Annual Meeting, will have an opportunity to make a statement if
he or she desires to do so and will be available to respond to appropriate
questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company recommends a vote FOR the proposal to
ratify the appointment of Ernst & Young LLP as independent auditors of the
Company for fiscal 1998. Proxies received by the Board of Directors will be so
voted unless shareholders specify a contrary choice in their proxies.
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge, at the written request of any
shareholder of record or beneficial owner of the Company's stock as of March 2,
1998, a copy of the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission. Requests for copies of the Company's Annual
Report on Form 10-K should be mailed to:
Dan River Inc.
P.O. Box 261
Danville, Virginia 24543
Attention: Scott D. Batson, Vice President-Finance
SHAREHOLDER NOMINATIONS FOR ELECTION OF DIRECTORS
Under the Company's Bylaws, only persons nominated in accordance with the
procedures set forth therein will be eligible for election as directors.
Shareholders are entitled to nominate persons for election to the Board of
Directors of the Company only if the shareholder is otherwise entitled to vote
generally in the election of directors and only if timely notice in writing is
sent to the Secretary of the Company. To be timely, a shareholder's notice must
be received at the principal executive offices of the Company not less than 130
days prior to the meeting. Notwithstanding the foregoing, in the event that less
than 60 days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder must be received no
later than the close of business on the 10th day following the earlier of the
day on which such notice of the date the meeting was mailed or such public
disclosure was made. Such shareholder's notice must set forth (i) with respect
to each person whom the shareholder proposes to nominate for election or re-
election as a director, (a) the name, age, business address and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the number of shares of each class of Common Stock beneficially
owned by such person and (d) other information that would be required to be
disclosed in connection with the solicitation of proxies for the election of
directors pursuant to Regulation 14A under the Exchange Act; and (ii) with
respect to such shareholder giving such notice, (a) the name and address of such
shareholder, as they appear in the Company's books and (b) the number of shares
of each class of Common Stock beneficially owned by such shareholder. The
Company may require any proposed nominee to furnish such other information as
may reasonably be required by the Company to determine the eligibility of such
proposed nominee to serve as a director of the Company.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Company's 1999
Annual Meeting of Shareholders must be received by the Company no later than
November 12, 1998 in order to be considered for inclusion in the Proxy Statement
and form of proxy to be distributed by the Board of Directors in connection with
such meeting.
14
<PAGE> 18
EXPENSES OF SOLICITATION
The cost of solicitation of proxies by the Board of Directors in connection
with the Annual Meeting will be borne by the Company. No specific fee was
allocated to services provided in connection with the solicitation of proxies.
The Company will reimburse brokers, fiduciaries and custodians for reasonable
expenses incurred by them in forwarding proxy materials to beneficial owners of
Common Stock held in their names.
By Order of the Board of Directors
Harry L. Goodrich
Secretary
------------------------
THE ANNUAL REPORT TO SHAREHOLDERS OF THE COMPANY FOR FISCAL 1997, WHICH
INCLUDES AUDITED FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY STATEMENT. THE
ANNUAL REPORT DOES NOT FORM ANY PART OF THE MATERIAL FOR THE SOLICITATION OF
PROXIES.
------------------------
15
<PAGE> 19
DRC-PS-98
<PAGE> 20
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- ------------------------------------------------------ THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
DAN RIVER INC. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
- ------------------------------------------------------ PROPOSALS 1 AND 2.
CLASS B SHARES
FOR ALL WITH- FOR ALL
1. Election of Group A NOMINEES HOLD EXCEPT
Directors.
Please sign name exactly as it appears on this Donald J. Keller [ ] [ ] [ ]
Proxy. Only one of several joint owners need sign. Joseph L. Lanier, Jr.
Fiduciaries should give full title. Corporations,
partnerships or other entities should sign in the
name of the entity by an authorized person.
NOTE: If you do not wish your shares voted "For" a
RECORD DATE SHARES: particular nominee, mark the "For All Except" box and
strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
FOR AGAINST ABSTAIN
2. To ratify the selection of [ ] [ ] [ ]
Ernst & Young LLP as
independent auditors.
Mark box at right if you plan to attend the Annual
Meeting. [ ]
----------------------
Please be sure to sign and date this Proxy. Date Mark box at right if an address change or comment has
- --------------------------------------------------------------------- been noted on the reverse side of this card. [ ]
- ---------Shareholder sign here------------------Co-owner sign here---
DETACH CARD DETACH CARD
</TABLE>
DAN RIVER INC.
Dear Shareholder,
Please mark the boxes on this proxy card to indicate how
your shares will be voted. Then sign the card, detach it
and return your proxy vote in the enclosed postage paid
envelope.
Sincerely,
Dan River Inc.
<PAGE> 21
CLASS B DAN RIVER INC. CLASS B
ANNUAL MEETING OF SHAREHOLDERS - APRIL 22, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Joseph L. Lanier,
Jr., John F. Maypole and Richard L. Williams as Proxies, with full power of
substitution to each, to vote for and on behalf of the undersigned at the 1998
Annual Meeting of Shareholders of DAN RIVER INC. to be held at the Riverview
Inn, One Country Club Drive, Danville, Virginia 24541, on April 22, 1998, at
10:00 a.m., and at any adjournment or adjournments thereof. The undersigned
hereby directs the said Proxies to vote in accordance with their judgment on
any matters which may properly come before the Annual Meeting, all as indicated
in the Notice of Annual Meeting, receipt of which is hereby acknowledged, and
to act on the following matters set forth in such notice as specified by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE RECORD ADDRESS CHANGE OR ANY COMMENTS HERE:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 22
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- --------------------------------------------------- THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
DAN RIVER INC. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
- --------------------------------------------------- PROPOSALS 1 AND 2
CLASS A SHARES
FOR ALL WITH- FOR ALL
1. Election of Group A. NOMINEES HOLD EXCEPT
Directors
Please sign name exactly as it appears on this Donald J. Keller [ ] [ ] [ ]
Proxy. Only one of several joint owners need sign. Joseph L. Lanier, Jr.
Fiduciaries should give full title. Corporations,
partnerships or other entities should sign in the
name of the entity by an authorized person.
NOTE: If you do not wish your shares voted "For" a
RECORD DATE SHARES: particular nominee, mark the "For All Except" box and
strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
FOR AGAINST ABSTAIN
2. To ratify the selection of [ ] [ ] [ ]
Ernst & Young LLP as
independent auditors.
Mark box at right if you plan to attend the Annual
Meeting. [ ]
----------------------
Please be sure to sign and date this Proxy. Date Mark box at right if an address change or comment has
- --------------------------------------------------------------------- been noted on the reverse side of this card. [ ]
- -Shareholder sign here--------------------------Co-owner sign here---
DETACH CARD DETACH CARD
</TABLE>
DAN RIVER INC.
Dear Shareholder,
Please mark the boxes on this proxy card to indicate how
your shares will be voted. Then sign the card, detach it
and return your proxy vote in the enclosed postage paid
envelope.
Sincerely,
Dan River Inc.
<PAGE> 23
CLASS A DAN RIVER INC. CLASS A
ANNUAL MEETING OF SHAREHOLDERS - APRIL 22, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Joseph L. Lanier,
Jr., John F. Maypole and Richard L. Williams as Proxies, with full power of
substitution to each, to vote for and on behalf of the undersigned at the 1998
Annual Meeting of Shareholders of DAN RIVER INC. to be held at the Riverview
Inn, One Country Club Drive, Danville, Virginia 24541, on April 22, 1998, at
10:00 a.m., and at any adjournment or adjournments thereof. The undersigned
hereby directs the said Proxies to vote in accordance with their judgement on
any matters which may properly come before the Annual Meeting, all as indicated
in the Notice of Annual Meeting, receipt of which is hereby acknowledged, and
to act on the following matters set forth in such notice as specified by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
PLEASE RECORD ADDRESS CHANGE OR ANY COMMENTS HERE:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
