<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 Rule 14a-11(c) or Rule 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)(1) 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 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:
- --------------------------------------------------------------------------------
(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 INC. LOGO]
March 31, 1999
Dear Shareholder:
We cordially invite you to attend the Company's 1999 Annual Meeting of
Shareholders on Friday, April 23, 1999. 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 INC. LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1999
To the Shareholders of DAN RIVER INC.:
The 1999 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
Friday, April 23, 1999, at 10 a.m. EDT for the following purposes:
1. To elect one Group B director to serve for a three-year term or until
the election and qualification of his successor;
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the 1999 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 1, 1999, will be entitled to
notice of and to vote at the meeting. A list of shareholders as of the close of
business on March 1, 1999 will be open for examination during the meeting.
Your attention is directed to the Proxy Statement submitted with this
Notice.
By Order of the Board of Directors,
/s/ HARRY L. GOODRICH
Harry L. Goodrich
Secretary
Danville, Virginia
March 31, 1999
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 23, 1999
------------------------
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 23, 1999, 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 1, 1999 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, 21,307,332 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 31, 1999.
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 and in the discretion
of the proxy holders as to any other matter that may come before the Annual
Meeting. 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").
1
<PAGE> 5
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 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 Board of Directors has resolved pursuant to the Company's Articles of
Incorporation and bylaws that the Board shall consist of five 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 23, 1999, one nominee for director is to be elected
to serve until the Annual Meeting of Shareholders in 2002, or until his
successor is elected and qualified.
The Board of Directors has no reason to believe that the nominee for the
office of director will be unavailable for election as a director. However, if
at the time of the Annual Meeting the nominee 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 a substitute nominee 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 one director.
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<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, 67 Incumbent Term Expires in 2001
Mr. Keller has been a director of Dan River since January 1998. Since March
1998 Mr. Keller has served as Chairman of Vlasic Foods, International. From
March 1993 until June 1998 he was 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. He is also a
director of Air Express International Corporation, a provider of cargo related
transportation services, and he was a consultant to and director of Colorado
Prime Corporation, a sales and distribution company delivering food directly to
the home. Mr. Keller is a member of the Compensation Committee and an alternate
member of the Audit Committee.
- --------------------------------------------------------------------------------
JOSEPH L. LANIER, JR., 67 Incumbent Term Expires in 2001
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,
Dimon Incorporated, a tobacco products company and Waddell & Reed Financial
Inc., a mutual fund company.
- --------------------------------------------------------------------------------
EDWARD J. LILL, 66 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, 59 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,
Massachusetts Mutual Life Insurance Company, and Church and Dwight Co., Inc., a
household consumer product and specialty chemical company. Mr. Maypole is
Chairman of the Compensation Committee and serves on the Audit Committee.
- --------------------------------------------------------------------------------
RICHARD L. WILLIAMS, 65 Nominee 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 Richard L. Williams to hold
office until the Annual Meeting of Shareholders in 2002, or until his successor
is elected and qualified. Proxies received by the Board of Directors will be so
voted unless shareholders specify a contrary choice in their proxies.
3
<PAGE> 7
The Board of Directors met eleven times during the 1998 fiscal year. During
the 1998 fiscal year each of the directors attended more than 75% of the
aggregate of the total number of meetings of the Board and committees on which
he served.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has 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 Committee held two meetings during 1998, and the Compensation
Committee held three meetings during 1998. 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.
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 is paid $1,000 for each
meeting of the Board or a Committee of the Board attended by him. In 1998 the
Board of Directors granted to each of Messrs. Keller, 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,
1999, 2000 and 2001 (or 100% upon a change of control), have an exercise price
of $8.3125 per share and have a term expiring November 13, 2008. In 1998 the
Board of Directors also 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 March 1, 1999, 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 PERCENTAGE
NAMED EXECUTIVE -------------------- ------------------------- OF
OFFICERS, DIRECTORS, EXECUTIVE NUMBER PERCENT NUMBER PERCENT COMBINED
OFFICERS AND DIRECTORS AS A OF OF OF OF VOTING
GROUP AND 5% SHAREHOLDERS SHARES CLASS(2) SHARES CLASS POWER(15)
- ------------------------------ ------ -------- ------ ------- ----------
<S> <C> <C> <C> <C> <C>
Donald J. Keller............. 21,666(10) * -- -- *
Joseph L. Lanier, Jr.(3)(4)... 2,336,095(1)(5)(6)(10) 9.8 2,062,070(7)(8) 100.0% 30.3
Edward J. Lill............... 5,334(10) * -- -- *
John F. Maypole.............. 32,434(10) * -- -- *
Richard L. Williams(3)(4).... 551,981(1)(10) 2.3 465,981(8) 22.6 6.9
Barry F. Shea(3)............. 195,912(1)(10) * 174,912(8) 8.5 2.6
Gregory R. Boozer............ 35,500(10)(11) * *
Harry L. Goodrich............ 20,500(10)(11) * -- -- *
Mezzanine Investment Limited
Partnership-BDR(9)......... 6,708,723 28.2 -- -- 21.8
Palisade Capital Management,
L.L.C(12).................. 1,162,500 4.9 -- -- 3.8
T. Rowe Price Associates,
Inc.(13)................... 1,425,900 6.0 -- -- 4.6
Wellington Management Company,
LLP(14).................... 1,135,000 4.8 -- -- 3.7
All executive officers and
directors as a group (14
persons)................... 2,615,529(1)(5)(6)(10) 11.0 2,062,070(7)(8) 100.0 31.2
</TABLE>
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* 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 21,307,332 shares of Class A Common Stock issued
and outstanding as of March 1, 1999. Assumes conversion of 2,062,070 shares
of Class B Common Stock beneficially owned by such persons into Class A
Common Stock. Assumes exercise of options on 440,580 shares of Class A
Common Stock which are exercisable within 60 days.
(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
<PAGE> 9
(5) As of March 1, 1999, Mr. Lanier was contractually obligated to surrender
173,925 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 8,250 shares and 17,750 shares on which Messrs.
Boozer and Goodrich held options, respectively, and 32,375 shares on which
other executive officers held 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 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.
(10) Includes options exercisable within 60 days.
(11) Excludes shares referred to in Note (5) above.
(12) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on February 4, 1999. The address of Palisade Capital Management,
L.L.C. is One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024.
(13) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on February 8, 1999. The address of T. Rowe Price Associates,
Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.
(14) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on December 31, 1998. The address of Wellington Management
Company, LLP is 75 State Street, Boston, Massachusetts 02109.
(15) Based on an aggregate of 21,307,332 shares of Class A Common Stock and
2,062,070 shares of Class B Common Stock, respectively, issued and
outstanding as of March 1, 1999. Assumes exercise of options on 440,580
shares of Class A Common Stock which are exercisable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 of the Company's Common Stock in November 1997,
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 the above-described holders other than Management Shareholders
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<PAGE> 10
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, the Company call may be assigned to or 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, as amended, (the "1933 Act") 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 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 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.
SHELF REGISTRATION STATEMENT
In connection with its acquisition of The Bibb Company ("Bibb") on October
14, 1998, the Company agreed, subject to certain conditions, to file a
registration statement covering Class A Common Stock (the "Registrable Stock")
held by stockholders of Bibb which, as of the date of the Merger Agreement
between the Company and Bibb, held ten percent or more of the common stock of
Bibb. The registration statement will permit the Registrable Stock to be offered
on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act (the
"Shelf Registration"). In addition, the Company agreed, subject to certain
conditions, to provide an opportunity for holders of Registrable Stock to
include their shares in any registration statement proposed to be filed by the
Company for its own account or that of other shareholders.
The Company presently expects that the Shelf Registration will be filed as
soon as practicable after the filing of the Company's Report on Form 10-K with
respect to the 1998 fiscal year.
7
<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth certain information relating to the compensation
earned during the 1998, 1997 and 1996 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)
------------
OTHER SECURITIES
ANNUAL COMPENSATION(1) ANNUAL UNDERLYING ALL OTHER
-------------------------- COMPEN- OPTIONS COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) SATION(4) (#) TION(5)
--------------------------- ---- -------- -------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. Lanier, Jr.............. 1998 $485,385 $413,350 -- 65,000 $1,600
Chairman and Chief 1997 442,410 442,410 -- 100,000 1,600
Executive Officer 1996 422,424 169,650 -- -- 1,500
Richard L. Williams............... 1998 397,693 338,680 61,950 45,000 1,600
President and Chief 1997 366,306 366,310 -- 70,000 1,600
Operating Officer 1996 352,118 141,410 -- -- 1,500
Barry F. Shea..................... 1998 235,962 200,950 -- 17,500 1,600
Executive Vice President- 1997 215,447 215,450 -- 30,000 1,600
Chief Financial Officer 1996 201,815 81,050 -- -- 1,500
Gregory R. Boozer................. 1998 187,500 159,680 142,740 12,500 1,600
Executive Vice President-.... 1997 160,770 160,770 -- 25,000 1,600
Manufacturing 1996 145,385 58,390 -- -- 1,454
Harry L. Goodrich................. 1998 157,692 134,290 81,655 10,000 1,577
Vice President, Secretary 1997 132,689 132,690 -- 10,000 1,327
and General Counsel 1996 120,723 48,480 -- -- 1,207
</TABLE>
- ---------------
(1) The aggregate amount of perquisites and other personal benefits, if any, did
not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for each Named Executive Officer and has therefore been
omitted.
(2) Bonuses are based on operating income targets approved by the Board of
Directors at the beginning of each fiscal year. Based upon operating income
targets established at the beginning of the 1998 fiscal year, each of the
Named Executive Officers was paid a bonus equal to approximately 85% of his
base salary for the 1998 fiscal year.
(3) No Restricted Stock or SARs have been granted.
(4) Represents the difference between (i) fair market value of Class A Common
Stock purchased upon exercise of non-qualified stock options during the
1998 fiscal year (based upon the closing price of the Class A Common Stock
in trading on the New York Stock Exchange on the date of exercise) and (ii)
the exercise price of the option.
(5) Represents amounts accrued during applicable fiscal years to each Named
Executive Officer pursuant to the Dan River Salary Retirement Plan.
STOCK OPTIONS
The following table sets forth information concerning stock options granted
to each of the Named Executive Officers during fiscal year 1998.
8
<PAGE> 12
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF % OF VALUE OF ASSUMED
SECURITIES TOTAL ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME (#)(1)(2) FISCAL YEAR ($/SH) DATE 5% 10%
- ---- ---------- ------------ -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. Lanier, Jr........ 65,000 14% $8.31 11/13/08 $339,800 $861,119
Richard L. Williams......... 45,000 10% $8.31 11/13/08 235,246 596,159
Barry F. Shea............... 17,500 4% $8.31 11/13/08 91,485 231,840
Gregory R. Boozer........... 12,500 3% $8.31 11/13/08 65,346 165,600
Harry L. Goodrich........... 10,000 2% $8.31 11/13/08 52,277 132,480
</TABLE>
- ---------------
(1) The Company has not granted any SARs.
(2) All options granted are options to purchase Class A Common Stock. The
options vest and become exercisable in four equal increments on December 31,
1999, 2000, 2001 and 2002, respectively, but such vesting and exercisability
will be accelerated in the event of a "Change of Control" as defined in the
Indenture governing the Company's 10 1/8% Senior Subordinated Notes due 2003
(the "Indenture"). The options are automatically revoked if the optionee
voluntarily leaves the Company or is terminated for cause prior to exercise
of the options. To the extent options are vested at the time of an
optionee's death, disability, retirement or involuntary termination without
cause, the optionee or his estate will be entitled to exercise such options
within six months after the date of the event resulting in termination of
employment.
The following table sets forth (i) the number and value of shares acquired
on exercise of stock options during fiscal year 1998 by each of the Named
Executive Officers; and (ii) the number of and value of stock options held by
each of the Named Executive Officers at the end of fiscal year 1998. There are
no SARs outstanding.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS FISCAL
YEAR-END (#) YEAR-END(2)($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED(1)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. Lanier, Jr......... -- -- 70,000 182,500 $343,000 $309,188
Richard L. Williams.......... 28,000 61,950 56,000 129,000 274,400 223,288
Barry F. Shea................ -- -- 21,000 52,750 102,900 85,881
Gregory R. Boozer............ 18,000 142,740 25,750 41,875 177,985 64,406
Harry L. Goodrich............ 8,500 81,655 28,250 22,625 249,895 47,238
</TABLE>
- ---------------
(1) Represents the difference between (i) fair market value of Class A Common
Stock purchased upon exercise of non-qualified stock options during fiscal
year 1998 (based upon the closing price of the Class A Common Stock in
trading on the New York Stock Exchange on the date of exercise) and (ii) the
exercise price of the option.
(2) Represents the difference between the closing price on the New York Stock
Exchange of the Company's Class A Common Stock on December 31, 1998 of
$11.75 per share and the respective option exercise prices.
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
9
<PAGE> 13
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. -- $14,769; Richard L. Williams -- $14,825; Barry F.
Shea -- $36,713; Gregory R. Boozer -- $52,047; and Harry L. Goodrich -- $35,890.
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 and approved by the Board of Directors.
Participation in the Bonus Plan, as well as award levels and performance
criteria, are recommended by the Chief Executive Officer and approved by the
Compensation Committee of 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 Compensation Committee of 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.
Post-Employment Agreements
The Company has entered into agreements with Messrs. Boozer and Goodrich,
as well as certain other executive officers and key employees. These agreements
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.
10
<PAGE> 14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Maypole and Keller served as members, and Mr. Lill served as an
alternate member of the Compensation Committee during fiscal year 1998.
In line with merit budget guidelines approved annually by the Board of
Directors, the Compensation Committee of the Board of Directors is responsible
for (i) determining, subject to the approval of the full Board, the individual
elements of total compensation of Mr. Lanier and (ii) approving the individual
elements of total compensation for the other executive officers of the Company,
based upon recommendations of a Management Compensation Committee consisting of
Messrs. Lanier, Williams, Shea and Joseph C. Bouknight, Vice President-Human
Resources. Bonus targets and participation levels are based on certain financial
objectives recommended by senior management of the Company and approved by the
Board of Directors. 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 1998 consisted of base salary, cash bonus and stock options. The
Compensation Committee expects that compensation for executive officers in
fiscal year 1999 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 1998, Mr. Lanier's salary was increased
approximately 9.7 percent from fiscal year 1997. The Board considered the amount
of the increase appropriate in light of the Company's performance in comparison
to its peers and its new status as a public company following the initial public
offering in November 1997. Further, the Compensation Committee considered Mr.
Lanier's increase, as well as increases granted certain of the other executive
officers, to be in line with comparative salary and benefit data provided by an
independent consultant, who recommended adjustments in salaries and benefits
which, in the consultant's judgment, were necessary to attract and retain
qualified management talent.
Except as noted above, executive officers' salaries are established in line
with merit budget guidelines applicable to all salaried employees and 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
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 1998, Mr. Lanier and the other Named
Executive Officers were paid cash bonuses equal to approximately 85% of their
respective base salaries in accordance with targets and award levels approved by
the Board of Directors at the beginning of the 1998 fiscal year.
11
<PAGE> 15
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 1998 had an exercise price equal to the closing price of the
Company's Class A Common Stock on the New York Stock Exchange on the date of
grant 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 RETURNS(1)
[STOCK PRICE PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
DAN RIVER INC. S&P 500 PEER GROUP (2)
-------------- ------- --------------
<S> <C> <C> <C>
11/21/97 $100.00 $100.00 $100.00
12/31/97 $109.58 $106.43 $106.75
12/31/98 $ 78.33 $136.84 $101.22
</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 1999 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 in any capacity. One or more representatives
of Ernst & Young LLP will be present at the Annual Meeting,
13
<PAGE> 17
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 1999. 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 has enclosed with this Proxy Statement a copy of its Annual
Report on Form 10-K as filed with the Securities and Exchange Commission.
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 1,
1999, 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
Under the rules of the SEC, any shareholder proposals intended to be
presented at the Company's 2000 Annual Meeting of Shareholders must be received
by the Company no later than December 1, 1999 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.
Under the Company's bylaws and as permitted by the rules of the SEC, in
addition, any shareholder proposal to be presented at the Company's 2000 Annual
Meeting of Shareholders but not included in the Company's Proxy Statement must
be received by the Company in writing no later than December 14, 1999 or
14
<PAGE> 18
such proposal will be considered untimely and the persons appointed as proxies
may exercise their discretionary voting authority with respect to such
shareholder proposal. The written proposal must be in compliance with the
Company's Bylaws. If, however, the Company fails to give less than 60 days'
notice to shareholders or prior public disclosure of the Company's 2000 Annual
Meeting of Shareholders, any shareholder proposal intended to be presented at
such meeting must be received no later than ten days following the earlier of
the date such notice was mailed or such public disclosure was made. All written
proposals should be submitted to Harry L. Goodrich, Corporate Secretary, Dan
River Inc., 2291 Memorial Drive, Danville, Virginia 24541.
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
/s/ HARRY L. GOODRICH
Harry L. Goodrich
Secretary
------------------------
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL 1998, 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
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
DAN RIVER INC.
- --------------------------------------------------------------------------------
CLASS A SHARES
Please sign name exactly as it appears on this Proxy. Only one of several joint
owners need sign. Fiduciaries should give full title. Corporations, partnerships
or other entities should sign in the name of the entity by an authorized person.
RECORD DATE SHARES:
----------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ----Shareholder sign here----------------------------Co-owner sign here---------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. Election of Group B Director. FOR WITH-
NOMINEE HOLD
RICHARD L. WILLIAMS [ ] [ ]
2. To ratify the appointment of Ernst & Young LLP as FOR AGAINST ABSTAIN
independent auditors.
[ ] [ ] [ ]
Mark box at right if you plan to attend the Annual Meeting. [ ]
Mark box at right if an address change or comment has been noted on
the reverse side of this card. [ ]
DETACH CARD DETACH CARD
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> 20
CLASS A CLASS A
DAN RIVER INC.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 23, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Donald J. Keller,
Joseph L. Lanier, Jr. and John F. Maypole as Proxies, with full power of
substitution to each, to vote for and on behalf of the undersigned at the 1999
Annual Meeting of Shareholders of DAN RIVER INC. to be held at the Riverview
inn, One Country Club Drive, Danville, Virginia 24541, on April 23, 1999, 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> 21
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
DAN RIVER INC.
- --------------------------------------------------------------------------------
CLASS B SHARES
Please sign name exactly as it appears on this Proxy. Only one of several joint
owners need sign. Fiduciaries should give full title. Corporations, partnerships
or other entities should sign in the name of the entity by an authorized person.
RECORD DATE SHARES:
----------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ----Shareholder sign here----------------------------Co-owner sign here---------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. Election of Group B Director. FOR WITH-
NOMINEE HOLD
RICHARD L. WILLIAMS [ ] [ ]
2. To ratify the appointment of Ernst & Young LLP as FOR AGAINST ABSTAIN
independent auditors.
[ ] [ ] [ ]
Mark box at right if you plan to attend the Annual Meeting. [ ]
Mark box at right if an address change or comment has been noted on
the reverse side of this card. [ ]
DETACH CARD DETACH CARD
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> 22
CLASS B CLASS B
DAN RIVER INC.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 23, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Donald J. Keller,
Joseph L. Lanier, Jr. and John F. Maypole as Proxies, with full power of
substitution to each, to vote for and on behalf of the undersigned at the 1999
Annual Meeting of Shareholders of DAN RIVER INC. to be held at the Riverview
inn, One Country Club Drive, Danville, Virginia 24541, on April 23, 1999, 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:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
