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 240.14a-11(c) or 240.14a-12
BURKE MILLS, INC.
-----------------
(Name of Registrant as Specified In Its Charter)
David E. Truscott
(Name of Person(s) Filing Proxy Statement)
Payment 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:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
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):
N/A
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing:
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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BURKE MILLS, INC.
NOTICE OF SUBSTITUTE ANNUAL MEETING OF SHAREHOLDERS
1997
The 1997 annual meeting of the shareholders of Burke Mills, Inc.
("the Company") will be held at the executive offices of the Company,
191 Sterling Street N.W., Valdese, North Carolina, at 2:00 P.M. on Tuesday,
May 20, 1997, for the following purposes:
(1) To elect five directors to serve until the next annual meeting
of the shareholders and until their successors shall be elected and shall
qualify.
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on March 20, 1997, has been fixed as the record
date for the determination of the shareholders entitled to notice of and to
vote at said meeting.
Management hopes all shareholders can attend this meeting. Whether
or not you expect to be present, you are requested to date and sign the
enclosed proxy and return it promptly in the enclosed envelope. The proxy
will be returned to any shareholder who attends the meeting and requests
such return.
By order of the Board of Directors
Pender R. McElroy
Secretary of Burke Mills, Inc.
April 18, 1997
PROXY STATEMENT
Substitute Annual Meeting of the
Shareholders of Burke Mills, Inc.
to be held May 20, 1997
---------------------------------
SOLICITATION AND REVOCATION OF APPOINTMENT OF PROXY
- ---------------------------------------------------
The enclosed appointment of proxy is solicited by the Board of
Directors of Burke Mills, Inc. ("the Company"). It is revocable upon
receipt of written notice of revocation by the Secretary of the Company
at any time before it is exercised. If the enclosed appointment of proxy
is signed and returned, the shares covered by the appointment will be voted
at the meeting (and all adjourned sessions).
The cost of soliciting appointments of proxy will be borne by the
Company, and such costs are not expected to exceed an amount normally
expended for a solicitation for an election of directors in the absence
of a contest and costs represented by salaries and wages of regular
employees and officers, who will carry out any solicitations to be made,
which amount is not expected to exceed $1,000.00.
The mailing address of the principal executive offices of the Company is:
Burke Mills, Inc.
Post Office Box 190
Valdese, North Carolina 28690
The approximate date on which the proxy statements and proxy cards are
first sent or given to shareholders is April 18, 1997.
VOTING RIGHTS
- -------------
The holders of stock of the Company on March 20, 1997 are the only
shareholders entitled to notice of and to vote at the annual meeting of
shareholders on May 20, 1997 and at any adjournments thereof. On March 20,
1997 (the record date) there were 2,741,168 shares of stock outstanding and
entitled to vote. Each share of stock is entitled to one vote.
CUMULATIVE VOTING FOR DIRECTORS
- -------------------------------
Every shareholder entitled to vote for the election of directors shall
have the right to cast one vote per share outstanding in the name of such
shareholder for as many persons as there are directors to be elected and
for whose election he, she or it has a right to vote.
If at the time of the election the stock transfer book of the Company
discloses, or it otherwise appears, that there is one shareholder who owns
or controls more than one-fourth of the voting stock of the Company, then
under North Carolina law the right of cumulative voting shall exist. It
is not management's intention to call for cumulative voting but the right
to do so is reserved. The right of cumulative voting may be exercised by
any shareholder or proxyholder who announces in open meeting, before the
voting for directors starts, his or her intention so to vote cumulatively;
the chair shall then declare that all shares entitled to vote have the right
to vote cumulatively.
If the right of cumulative voting exists, a shareholder may cumulate
his or her votes by giving one candidate as many votes as the number of
directors to be elected multiplied by the number his or her shares shall
equal, or by distributing such votes on the same principle among any number
of such candidates.
The right of cumulative voting shall not be exercised unless some
shareholder or proxyholder announces in open meeting, before the voting
for directors starts, his or her intention so to vote cumulatively. If
such announcement is made, the chair shall declare that all shares entitled
to vote have the right to vote cumulatively and shall thereupon grant a
recess of not less than one nor more than four hours, as the chair shall
determine, or of such period of time as is then unanimously agreed upon.
Discretionary authority to cumulate votes is solicited for the holders
of the proxies.
Discretionary authority to cumulate votes is solicited because the
right to cumulative voting exists for all shareholders under North Carolina
law. Such solicitation is fully consistent with the purpose of North
Carolina law (to enable minority shareholders to have representation on
the Board of Directors) in that the cumulation of votes by management will
not and cannot prevent minority shareholders who own at least one-sixth of
the outstanding stock plus one share from electing one director if such
shareholders vote cumulatively.
SUBSTANTIAL SHAREHOLDERS
- ------------------------
As of February 27, 1997 the following persons are the only persons
known to the Company to be the beneficial owners of more than five
percent of the common stock of the Company (the only voting securities of
the Company):
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- -------------------- --------
Common Naseus, Inc. 1,443,329 shares 52.7%
Stock Flat 72, Building 383 (Direct)
Road 1912
Manama Town 319, Bahrain
Common Humayun N. Shaikh 1,443,329 shares 52.7%
Stock Nafees Cotton Mills, Ltd. (Indirect)
Ismail Aiwan-i-Science
Shahrah-i-Jalaluddin Roomi
Lahore - 54600, Pakistan
Common Khalid A. H. Al Sagar 721,664 shares 26.3%
Stock Flat 72, Building 383 (Indirect)
Road 1912
Manama Town 319, Bahrain
United Arab Emirates
Common Hickory Industries, Inc. 270,000 shares 9.85%
Stock Box 429 (Direct)
Hickory, N.C. 28603
Common Robert E. Bell, Jr. 270,000 shares 9.85%
Stock Hickory Industries, Inc. (Indirect)
Box 429
Hickory, N.C. 28603
The shares beneficially owned by Humayun N. Shaikh are shares owned of
record by Naseus, Inc. Naseus, Inc., a Panamanian corporation, holds
1,443,329 shares of the Company's stock. Mr. Al Sagar has sole investment
power as to 721,664 shares of the stock of the Company owned by Naseus,
Inc. Humayun N. Shaikh, who is chairman and a director of the Company,
holds the sole voting power as to the stock of the Company owned by Naseus,
Inc. and investment power as to 721,665 shares of the stock of the Company
owned by the Naseus, Inc. Naseus, Inc. is a holding company for business
interests and does not conduct any active operations.
Robert E. Bell, Jr. is the president, director and sole shareholder
of Hickory Industries, Inc. Hickory Industries, Inc. directly owns of
record 270,000 shares of the stock of the Company.
The Company is informed and believes that as of February 27, 1997
Cede & Co. held 1,024,256 shares of the Company (37.4%) as nominee for
Depository Trust Company, 55 Water Street, New York, New York 10004, that
Cede & Co. and Depository Trust Company both disclaim any beneficial
ownership thereof, and that such shares are held for the account of
numerous other persons, no one of whom is believed to beneficially own
five percent or more of the common stock of the Company, except for the
stock owned by Hickory Industries, Inc.
ELECTION OF DIRECTORS
- ---------------------
Five directors are to be elected at the annual meeting of shareholders
to be held on May 20, 1997. Directors are to be elected to serve until the
next annual meeting of shareholders and until their successors shall be
elected and shall qualify. Absent cumulative voting, a plurality of the
shares present in person and by proxy is necessary for election of the
directors. Votes will be counted by adding the votes by proxy to the
votes cast in person. Abstentions will not be counted in favor of or
against a motion. Broker non-votes are not counted.
The enclosed proxy will be voted in favor of the election of the
following nominees as directors:
Amount (Shares)
and Nature of
Name Principal Beneficial Percent
(Age)(Year lst Elected) Occupation Ownership of Class
- ----------------------- ---------- --------------- --------
Humayun N. Shaikh Chairman of 1,443,329 52.7%
(54) (1978) the Company (Direct and
Indirect)
Richard F. Whisenant President of 4,668 0.17%
(59) (1979) the Company (Direct)
William T. Dunn Retired 0 0.0%
(63) (1996)
Robert P. Huntley Chairman, 120,000 4.4%
(59) (1993) Secretary (Direct)
and Treasurer,
Timberidge Lumber
Company
Ahmed H. Shaikh CEO, Nafees Cotton 0 0.0%
(28) (1994) Mills, Ltd.
All nominees are incumbents.
"Direct" ownership means ownership as record owner. "Indirect"
ownership means beneficial ownership other than as record owner.
Mr. Humayun Shaikh serves as a director of Nafees Cotton Mills, Ltd
(engaged in synthetic yarn spinning) of Lahore, Pakistan, and has so
served for more than the past five years. Until 1994 he was a director
of Colony Textile Mills, Ltd. (engaged in spinning and weaving of yarn and
dyeing and printing of fabric) and of National Security Insurance Co., Ltd.
(engaged in the writing of property and casualty insurance) both of Lahore,
Pakistan, and so served for more than the five years prior to 1994. Mr.
Shaikh devotes approximately half of his time to the management of the
Company. Mr. Shaikh served as President of the Company from January 1981
until May 1992, when he became Chairman.
Mr. Whisenant, prior to becoming President of the Company in May 1992,
served as Executive Vice President from January 1981 until May 1992 and as
Vice President of Manufacturing from 1978 to 1981. Prior to that time Mr.
Whisenant served as plant manager and manufacturing manager of the knit
division of the Company.
Mr. Huntley was Executive Vice President of Newton Transportation
Company, Inc., Lenoir, North Carolina, from 1986 until March 31, 1996.
Newton Transportation Company, Inc. is a long haul new furniture carrier.
Mr. Huntley serves as Chairman, Secretary and Treasurer of Timberidge
Lumber Company, a supplier of hardwood lumber to the furniture industry.
He also has business interests in other areas including real estate, fabric
and furniture. Mr. Huntley is licensed as a certified public accountant.
Mr. Dunn is retired. From 1978 to 1986 Mr. Dunn was Executive Vice
President and a member of the Board of Directors of E. F. Hutton and
Company, having responsibility for trading, marketing, research and
syndication of all fixed income products to institutional clients. From
1986 to 1991 Mr. Dunn was Senior Managing Director with Bear Stearns and
Company. From 1991 until January 1995 Mr. Dunn was Managing Director of
PaineWebber, Inc. In these latter two positions, Mr. Dunn had
responsibility for trading, marketing, research and syndication of fixed
income products to institutional clients in the international market.
Mr. Ahmed Shaikh has been employed by Nafees Cotton Mills, Ltd. in a
management position since September 1991, and on October 1, 1994 he became
Chief Executive Officer of this company. Mr. Shaikh is the son of Humayun
Shaikh, Chairman of the Board of the Company.
The Board of Directors of the Company met once during the fiscal year
ended December 28, 1996. Mr. Humayun Shaikh, Mr. Whisenant and Mr. Huntley
attended that meeting. Mr. Dunn was not a member of the Board of Directors
at the time that meeting was held, and Mr. Ahmed Shaikh was unable to
attend the meeting.
The Board of Directors of the Company does not have standing nominating
or compensation committees or any committees performing similar functions.
Mr. Whisenant and Mr. Huntley serve on the Board's audit committee. The
committee has met once since the beginning of the fiscal year on December
31, 1995. The duties of the audit committee are to review the work of the
Company's auditors and to confer with the auditors on matters concerning the
annual audit.
STOCK OWNED BY OFFICERS
As of February 27, 1997, the common stock of the Company (the only
class of equity securities of the Company) beneficially owned by the
chief executive officer, Humayun N. Shaikh, by the four most highly
compensated executive officers other than Mr. Shaikh, and by all officers
and director nominees as a group is as follows:
Amount (Shares)
and Nature of Percent
Name/Group Beneficial Ownership of Class
- ---------- -------------------- --------
Humayun N. Shaikh 1,443,329 52.7%
Chairman Indirect
Richard F. Whisenant 4,668 0.17%
President Direct
Richard F. Byers 6,000 0.20%
Vice President-Sales Direct
Robert W. Downs 0 0.00%
Vice President-Operations
Maggie Simmons-Hughes 100 0.00%
Vice President_Human Resources
All officers and director 1,574,597 57.4%
nominees as a group (Direct and
(8 persons) Indirect)
EXECUTIVE OFFICERS OF THE COMPANY
- ---------------------------------
All executive officers of the Company are serving until the next annual
meeting of directors and until their next successors have been duly elected
and qualified. The current officers of the Company, in addition to
Humayun N. Shaikh and Richard F. Whisenant, are as follows:
Richard Byers (age 57) is Vice President-Sales of the Company, having
assumed that office in December 1978. Mr. Byers served as production
control manager of the Company from 1968 to December 1978.
Maggie Simmons-Hughes (age 57) is Vice President-Human Resources of the
Company, having assumed that office in May 1991. Ms. Hughes served as
personnel manager of the Company from 1980 to May 1991.
Robert W. Downs (age 45) is Vice President-Operations having assumed
that office in 1995. Mr. Downs was first employed by the Company as
General Manager in 1994. From 1989 to 1994, Mr. Downs was General Manager
of the thread division at Dixie Yarns Company.
Pender R. McElroy (age 56) is Secretary of the Company, having assumed
that office in April 1981. Mr. McElroy is a member of the law firm of
James, McElroy & Diehl, P.A., Charlotte, North Carolina, legal counsel for
the Company.
Michael B. Smith (age 40) is Assistant Secretary of the Company, having
assumed that office in May 1985. Mr. Smith has been employed by the Company
as a cost accountant since 1978.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
- ------------------------------------------------
All plan and non-plan compensation awarded to, earned by, or paid to
the chief executive officer, Humayun N. Shaikh, and to Richard F. Whisenant,
for the past three fiscal years is shown in the following table:
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
-------------------
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)
- ----------------------------------------------------------------------------
Humayun N. Shaikh 1994 $150,000 0 0 0
Chairman 1995 $150,000 0 0 0
1996 $150,000 - - -
Richard F. Whisenant 1994 $115,000 0 0 $12,692
President 1995 $115,609 0 0 $ 3,173
1996 $115,750 - - $ 0
There is no executive officer of the Company whose total annual salary
and bonus during each of the last three fiscal years exceeded $100,000,
except for Humayun N. Shaikh and Richard F. Whisenant. Annual compensation
exceeded that figure during each of the last three fiscal years for
Mr. Shaikh and for Mr. Whisenant.
The Company has no long-term compensation arrangements with its
executive officers.
For the last three fiscal years, the Company has paid Nafees Cotton
Mills, Ltd. $18,000 annually toward the expense of maintaining and
operating an office for the Company in Pakistan. Mr. Humayun N. Shaikh is
a director of Nafees Cotton Mills, Ltd.
The Company made matching contributions to its Savings and Retirement
Plan and Trust (401(k) Plan) for 1994 and 1995 and no matching contribution
for 1996. As a participant in that plan, Mr. Whisenant's account was
allocated a portion of each such contribution. Those amounts are shown
under "All Other Compensation" in the Summary Compensation Table.
Directors who are employed by the Company are not compensated for
services as directors. Directors not employed by the Company receive $500
for each Board meeting or committee meeting attended. Mr. Humayun Shaikh
receives reimbursement for actual travel expenses incurred while travelling
for the Company.
The policy of the Board of Directors for compensation of the Chief
Executive Officer and the executive officers has been and is to compensate
those officers at a level as close to what the Board believes is
competitive in the industry for companies of comparable size and geographic
location (the piedmont area of North and South Carolina). The Board does
not tie company performance to the level of compensation of the Chief
Executive Officer or the other executive officers.
Humayun N. Shaikh Richard F. Whisenant
William T. Dunn Robert P. Huntley
Ahmed H. Shaikh
COMPARATIVE SHAREHOLDER RETURN
- ------------------------------
The graph which follows compares the yearly percentage change in the
Company's cumulative shareholder return on its common stock with the
cumulative total return of (a) all United States companies traded on the
NASDAQ stock market and (b) 36 companies traded on the NASDAQ stock market
which carry NASDAQ Standard Industrial Classification (SIC) Code 22, being
companies producing textile mill products (which is an index published by
the Center for Research in Security Prices of the University of Chicago
Graduate School of Business, Chicago, Illinois.) A list of the 36
companies will be provided to any shareholder upon written request.
[Explanation of graph for purposes of electronic filing with the Securities
and Exchange Commission. Original graph not filed electronically.]
The performance graph shows dollar figures from $0 through $800 along
the left side of the graph. Along the base of the graph, the starting
point is December 31, 1991, and the graph is divided into five main
segments, each representing the years from 1991 through 1996, and each of
the five segments is divided into 12 sections representing the twelve
months of the year. There are four lines on the graph:
(1) One line is a level undeviated line over the five-year period which
begins and ends at the $100 level.
(2) There is a solid line showing the total returns index for Burke Mills,
Inc.
(3) A broken line showing the total returns index for all the U.S.
companies on the NASDAQ stock market.
(4) Another broken line showing the total returns index for 36 NASDAQ
stocks carrying the NASDAQ standard industrial classification code 22.
The legend on the graph indicates as follows:
Legend
CRSP Total Returns
Index for: 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/27/96
- ------------------ -------- -------- -------- -------- -------- --------
Burke Mills, Inc. 100.0 100.0 157.1 428.6 357.1 357.1
NASDAQ Stock Market
(U.S. Companies) 100.0 116.4 133.6 130.6 184.7 227.4
NASDAQ Stocks
(SIC 2200-2299 U.S.
Companies)
Textile mill products 100.0 116.8 167.2 111.6 132.0 177.2
STOCK OPTIONS
- -------------
No officer or director of the Company was granted, exercised or
realized any stock appreciation rights, options, or warrants during the
fiscal year ended December 28, 1996.
DISCRETIONARY AUTHORITY
- -----------------------
The proxy being solicited confers, and the holders of each proxy shall
have, discretionary authority to vote with respect to any of the following
matters:
(1) Matters which the persons making the solicitation do not know, a
reasonable time before the solicitation, are to be presented at the meeting.
(2) Approval of the minutes of the prior meeting but such approval shall
not amount to ratification of the action taken at that prior meeting.
(3) The election of any person to any office for which a bona fide
nominee is named in the proxy statement and such nominee is unable to serve
or for good cause will not serve.
(4) Any proposal omitted from the proxy statement and form of proxy
pursuant to Rule 14a-8 or Rule 14a-9 of the Rules of the Securities and
Exchange Commission.
(5) Matters incident to the conduct of the meeting.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- ------------------------------------------------
Cole, Samsel & Bernstein LLC, New York, New York, is the independent
public accounting firm for the Company and is expected to serve in such
capacity through the end of the current fiscal year on January 3, 1998.
Cole, Samsel & Bernstein LLC was the independent public accounting firm
for the Company for the fiscal year ended December 28, 1996. A
representative from Cole, Samsel & Bernstein LLC is expected to be present
at the annual shareholders meeting. That representative will have the
opportunity to make a statement if he desires to do so and is expected to
be available to respond to appropriate questions.
FILING OF FORMS 3 AND 4
- -----------------------
To the knowledge of the Company, all directors, officers, beneficial
owners of more than ten percent of the common stock of the Company and
other persons required to so file did file on a timely basis the reports
required by Section 16(a) of the Securities Exchange Act of 1934 on Form 3
and Form 4 during the most recent fiscal year and prior fiscal years.
PROPOSALS OF SHAREHOLDERS
- -------------------------
Any proposals of shareholders intended to be presented at the 1998
annual meeting of the shareholders, now scheduled for May 19, 1998, must
be received by the Company for inclusion in the Company's proxy statement
and form of proxy relating to that meeting not later than December 18, 1997.
Any such proposal must be received at the principal executive offices of
the Company.
FORM 1O-K
- ---------
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED, UPON
THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 1O-K, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES
THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL
YEAR ENDED DECEMBER 28, 1996. SUCH REQUEST SHOULD BE DIRECTED TO
PENDER R. McELROY, JAMES, McELROY & DIEHL, P.A., 600 SOUTH COLLEGE STREET,
CHARLOTTE, NORTH CAROLINA 28202.
[Specimen of proxy card for purposes of electronic filing
with the Securities and Exchange Commission]
BURKE MILLS, INC.
APPOINTMENT OF PROXY
Annual Meeting of Shareholders, May 20, 1997
The undersigned shareholder hereby appoints Humayun N. Shaikh,
Chairman of the Company, and Richard F. Whisenant, President of the
Company, with full power of substitution, the lawful attorneys, agents
and proxies of the undersigned to vote all shares of Burke Mills, Inc.
held by the undersigned, cumulatively or not cumulatively, with respect to
the election of directors, at the Annual Meeting of its shareholders to be
held at 2:00 P.M. on May 20, 1997, at the executive offices of the Company
in Valdese, North Carolina, and all adjourned sessions thereof, with all
the powers the undersigned would possess if personally present at such
meeting, and upon the following matters:
1. The election of the following persons who will be nominated to
serve as directors:
Humayun N. Shaikh Robert P. Huntley
Richard F. Whisenant William T. Dunn
Ahmed H. Shaikh
INSTRUCTIONS: You May Withhold Authority To Vote For Any Nominee By
Lining Through Or Otherwise Striking Out The Name Of Any Nominee. If You
Execute This Proxy In Such A Manner As Not To Withhold Authority To Vote
For The Election Of Any Nominee, This Proxy Shall Be Deemed To Grant Such
Authority.
2. Such other business and matters as may be brought before the
meeting or any adjournments thereof, including any matters which are not
known or anticipated a reasonable time before the solicitation.
The shares represented by this proxy will be voted as directed by the
shareholder. If the person solicited specifies that authority to vote for
a nominee for director be withheld, the shares will be voted in accordance
with such specification. If no direction is given, the shares will be
voted FOR all nominees for director. To be voted, the proxy must be
received prior to the meeting.
This Appointment of Proxy Confers Upon the Holders Discretionary
Authority To Vote On The Matters Specified In The Proxy Statement Under
The Heading "Discretionary Authority."
This Appointment of Proxy is Solicited By The Board of Directors Of
The Company.
Dated: , 1997
Signature of Shareholder
(Please Sign exactly as name appears on
this proxy. Executors, Trustees, etc.
should give full title).