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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
Bassett Furniture Industries, Incorporated
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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BASSETT FURNITURE INDUSTRIES, INCORPORATED
BASSETT, VIRGINIA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 27, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Bassett Furniture Industries, Incorporated (the "Company"), will be held at the
Company's headquarters at 3525 Fairystone Park Highway, Bassett, Virginia, on
Tuesday, March 27, 2001, at 1:00 p.m., local time, for the purpose of
considering and acting upon the following:
1. The election of nine Directors.
2. A proposal to ratify the selection of Arthur Andersen LLP as
independent public accountants for the fiscal year ending November 24, 2001.
3. Any and all other matters that may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on February 15,
2001 as the record date for determining the stockholders entitled to notice of
and to vote at the meeting and any adjournment thereof, and only holders of
Common Stock of the Company of record at such date will be entitled to notice of
or to vote at the meeting.
THE BOARD OF DIRECTORS WILL APPRECIATE THE PROMPT RETURN OF THE
ENCLOSED PROXY, DATED AND SIGNED. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME
BEFORE IT IS EXERCISED AND WILL NOT BE EXERCISED IF YOU ATTEND THE MEETING AND
VOTE IN PERSON.
By Order of the Board of Directors
Robert H. Spilman, Jr.
Chief Executive Officer and President
Bassett, Virginia
February 23, 2001
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BASSETT FURNITURE INDUSTRIES, INCORPORATED
POST OFFICE BOX 626, BASSETT, VIRGINIA 24055
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of proxies to be used at the Annual Meeting of
Stockholders of Bassett Furniture Industries, Incorporated (the "Company") to be
held at the Company's headquarters at 3525 Fairystone Park Highway, Bassett,
Virginia, at 1:00 p.m., local time, on Tuesday, March 27, 2001. This Proxy
Statement and accompanying proxy are being sent to the stockholders of the
Company on or about February 23, 2001.
Solicitation other than by mail may be made personally and by telephone
by regularly employed officers and employees of the Company who will not be
additionally compensated therefor. The Company will request brokers, dealers,
banks or voting trustees, or their nominees, who hold stock in their names for
others or hold stock for others who have the right to give voting instructions,
to forward proxy materials to their principals and request authority for the
execution of the proxy and will reimburse such institutions for their reasonable
expenses in so doing. The total cost of soliciting proxies will be borne by the
Company.
Any proxy delivered in the accompanying form may be revoked by the
person executing the proxy at any time before the authority thereby granted is
exercised, by written request addressed to Barry C. Safrit, Chief Financial
Officer, Bassett Furniture Industries, Incorporated, Post Office Box 626,
Bassett, Virginia 24055 or by attending the meeting and electing to vote in
person. Proxies received in such form will be voted as therein set forth at the
meeting or any adjournment thereof.
The only matters to be considered at the meeting, so far as known to
the Board of Directors, are the matters set forth in the Notice of Annual
Meeting of Stockholders, and routine matters incidental to the conduct of the
meeting. However, if any other matters should come before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy, or their substitutes, to vote said proxy in
accordance with their judgment on such matters.
Stockholders present or represented and entitled to vote on a matter at
the meeting or any adjournment thereof will be entitled to one vote on such
matter for each share of Common Stock, par value $5.00 per share, of the Company
(the "Common Stock") held by them of record at the close of business on February
15, 2001, which is the record date for determining the stockholders entitled to
notice of and to vote at such meeting or any adjournment thereof. Voting on all
matters, including the election of Directors, will be by voice vote or by show
of hands. The number of shares of Common Stock of the Company outstanding on
February 15, 2001 was 11,732,781.
Presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the meeting will
constitute a quorum. If a quorum is present, Directors will be elected by a
plurality of the votes cast and action on other matters submitted to the
stockholders will be approved if the votes cast in favor of the action exceed
the votes cast opposing the action. Shares for which the holder has elected to
abstain or to withhold the proxies' authority to vote (including broker
non-votes) on a matter will count toward a quorum but will have no effect on the
action taken with respect to such matter.
PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
At February 15, 2001, the only persons known to the Company to be the
beneficial owners of more than 5% of Common Stock of the Company were as
follows:
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NUMBER OF SHARES
NAME AND ADDRESS OF AND NATURE OF PERCENT OF COMMON
BENEFICIAL OWNER BENEFICIAL OWNERSHIP STOCK OUTSTANDING
- ----------------------------- -------------------- -----------------
Bassett Employee Savings/
Retirement Plan 837,118 (1) 7.13%
Barry C. Safrit, Trustee
Bassett, VA 24055
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue 918,875 (2) 7.83%
11th Floor
Santa Monica, CA 90401
Royce & Associates, Inc.
Royce Management Company 751,262 (3) 6.40%
1414 Avenue of the Americas
New York, NY 10019
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(1) In his capacity as Trustee, Barry C. Safrit, Vice President and Chief
Financial Officer of the Company, has sole voting and dispositive
power over these shares. Mr. Safrit disclaims beneficial ownership of
these shares.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of these shares which are
held by certain investment companies, trusts and other investment vehicles
for which Dimensional serves as investment advisor or manager. Dimensional
has sole investment and voting power with respect to all of these shares.
Dimensional disclaims beneficial ownership of all such shares. The
information provided is as of December 31, 2000.
(3) Royce & Associates, Inc. ("Royce"), a registered investment advisor, has
sole voting and investment power with respect to 749,862 of these shares,
which it holds on behalf of its clients, and Royce Management Company
("RMC"), a registered investment advisor, has sole voting and investment
power with respect to 1,400 of these shares, which it holds on behalf of
its clients. Charles M. Royce may be deemed to be a controlling person of
Royce and RMC, and as such may be deemed to beneficially own the shares of
Common Stock beneficially owned by Royce and RMC. Mr. Royce disclaims
beneficial ownership of the shares held by Royce and RMC.
The following table sets forth, as of February 15, 2001, information as
to the beneficial ownership of the Common Stock by all Directors and executive
officers of the Company as a group and by the named Executive Officers who are
not also nominees for Directors. Information with respect to the beneficial
ownership of the Common Stock by the nominees for Directors is contained in the
table under "Election of Directors."
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NUMBER OF SHARES
NAME OF AND NATURE OF PERCENT OF COMMON
BENEFICIAL OWNER BENEFICIAL OWNERSHIP STOCK OUTSTANDING
- ----------------------------- -------------------- -----------------
Directors and executive
officers as a group 1,640,448 (2)(3) 13.26%
(18 persons)
Barry C. Safrit 838,198 (3) 7.13%
Steven P. Rindskopf 33,563 (4) (1)
Keith R. Sanders 4,000 (1)
Grover S. Elliott 34,662 (4) (1)
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(1) Less than 1% of the outstanding Common Stock.
(2) Includes 636,750 shares subject to options held by Directors and executive
officers that are currently exercisable or that are exercisable within
60 days.
(3) Includes 837,118 shares held by the Company's Employee Savings/Retirement
Plan, for which Barry C. Safrit, Vice President of the Company, has sole
voting and dispositive power in his capacity as Trustee. Mr. Safrit
disclaims beneficial ownership of these shares.
(4) Includes shares subject to options that are currently exercisable or that
are exercisable within 60 days as follows: Mr. Rindksopf 28,387 and
Mr. Elliott 29,887.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Bylaws of the Company provide for nine Directors. At the meeting,
nine Directors will be elected to serve, subject to the provisions of the
Bylaws, until the 2002 Annual Meeting of Stockholders and until their successors
are duly elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote all proxies solicited by the Board of Directors FOR
the nine nominees listed below unless authority to vote for the nominees or any
individual nominee is withheld by a stockholder in such stockholder's proxy. If
for any reason any nominee shall not become a candidate for election as a
Director at the meeting, an event not now anticipated, the proxies will be voted
for the nine nominees including such substitutes as shall be designated by the
Board of Directors.
The nine nominees for election as Directors are listed below. All of
the nominees are currently members of the Board of Directors. All were elected
to their current terms, which expire in 2001, at the Annual Meeting of
Stockholders held on March 28, 2000, except David A. Stonecipher who was elected
by the Board of Directors to fill the vacancy on the Board of Directors created
by the resignation of Thomas E. Capps on January 16, 2001.
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PERCENT OF
NAME OFFICES WITH THE COMPANY OR OTHER SHARES OF COMMON
AND OCCUPATION DURING PAST FIVE YEARS AND COMMON STOCK STOCK
DIRECTOR SINCE AGE DIRECTORSHIP OWNED OUTSTANDING
- --------------------- --- ------------------------------------- ------------ -----------
Amy Woods Brinkley 45 President-Consumer Products, BankAmerica 6,214 (2) (1)
1998 Corporation (a bank holding company).
Peter W. Brown, M.D. 58 Partner, Virginia Surgical Associates of 10,990 (2) (1)
1993 Richmond (general surgery).
Willie D. Davis 66 President of All Pro Broadcasting, Inc. 7,872 (2) (1)
1997 (radio broadcasting). Director of
K-Mart Corp., Johnson Controls, Wisconsin
Energy, Sara Lee Corporation, MGM Mirage,
Dow Chemical, MGM, Inc., Strong Capital
Fund.
Alan T. Dickson 69 Chairman of the Board since 1994 and 11,578 (2) (1)
1989 President from 1964 to 1994 of Ruddick
Corporation (diversified holding company).
Director of Lance, Inc., BankAmerica
Corporation and Sonoco Products Company.
Paul Fulton 66 Chairman of the Board of the Company 269,724 (2) 2.25%
1993 since 1997; Chief Executive Officer of
the Company from 1997 to 2000; Dean of
the Kenan-Flagler Business School of the
University of North Carolina at Chapel
Hill from 1994 to 1997. Director of
Sonoco Products Company, BankAmerica
Corporation, Cato Corporation, Coach
Leather, Inc., and Lowe's Companies, Inc.
Howard H. Haworth 66 President, Haworth Group since 1984 8,214 (2) (1)
1997 (personal and family investment group);
Chief Executive Officer from 1973 to
1982 and Chairman and Chief Executive
Officer from 1982 to 1985 of Drexel
Heritage Home Furnishings; Chairman
Emeritus, North Carolina State Board of
Education since 1995; Secretary of
Commerce of the State of North Carolina
from 1985 to 1987.
Michael E. Murphy 64 Private investor. Vice Chairman and 9,684 (2) (1)
1997 Chief Administrative Officer of Sara Lee
Corporation from 1994 to 1997. Director
of GATX Corporation, Payless ShoeSource,
Inc., True North Communications, Inc.,
American General Corporation and Northern
Funds.
Robert H. Spilman, Jr. 44 President and Chief Executive Officer of 241,513 (2) 2.03%
1997 the Company since 2000; President and
Chief Operating Officer of the Company
since 1997; Executive Vice President,
Marketing and Merchandising 1993 to 1997.
David A. Stonecipher 59 Chairman of the Board since 1998 and 0 - -
2001 President and Chief Executive Officer
since 1993 of Jefferson-Pilot Corporation
and Jefferson-Pilot Insurance Company;
Chairman of American Council of Life
Insurance since 1997.
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(1) Less than 1% of the outstanding Common Stock.
(2) Includes shares subject to options that are currently exercisable or
exercisable within 60 days as follows: Amy Woods Brinkley 5,500;
Peter W. Brown 7,500; Willie D. Davis 5,500; Alan T. Dickson 7,500;
Paul Fulton 255,000; Howard H. Haworth 5,500; Michael E. Murphy 5,500;
and Robert H. Spilman, Jr. 158,269.
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(3) Includes 12,171 shares held by Mr. Spilman's wife, 21,892 shares held by
his children and 13,962 shares held in trusts of which Mr. Spilman is
the beneficiary.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met five times during the 2000 fiscal year. Each
Director attended at least 75% of the meetings of the Board of Directors and
Committees on which such Director served. The Board of Directors' committees
include an Audit Committee and an Organization, Compensation and Nominating
Committee.
The Audit Committee is composed of Ms. Brinkley and Messrs. Murphy and
Dickson. Among other things, the Audit Committee monitors the performance of the
independent auditors for the Company; recommends their engagement or dismissal
to the Board of Directors; approves all audit and related fees; and reviews and
evaluates audit activities. The Audit Committee met four times during the fiscal
year.
The Organization, Compensation and Nominating Committee is composed of
Dr. Brown and Messrs. Davis, Haworth and, formerly, Capps. The Organization,
Compensation and Nominating Committee reviews and makes recommendations to the
Board of Directors with respect to executive compensation; establishes, reviews
and recommends changes to the organizational structure of the Company so as to
utilize the management resources to best respond to the changing demands of the
marketplace; reviews the individual performance of each Director in terms of
overall contribution to the betterment of the Company, including meeting
attendance and participation; reviews the composition of the Board; and
recommends a slate of Directors for nomination to the Board. The Organization,
Compensation and Nominating Committee met four times during the fiscal year.
The Organization, Compensation and Nominating Committee will consider
recommendations by stockholders as to nominees for Directors. Such
recommendations should be submitted in writing addressed to Jay R. Hervey,
Secretary, Bassett Furniture Industries, Incorporated, Post Office Box 626,
Bassett, Virginia 24055.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the "Audit Committee")
is composed of three directors and operates under a written charter (Exhibit A)
adopted by the Board of Directors on June 29, 1999, and annually reassessed and
updated, as needed (most recently in June, 2000), in accordance with applicable
rules of the Securities and Exchange Commission and Nasdaq. Each of the members
of the Audit Committee is independent, as defined by Nasdaq.
Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's financial statements in
accordance with auditing standards generally accepted in the United States and
issuing a report thereon. The Audit Committee's primary responsibility is to
monitor and oversee these processes. The Audit Committee also recommends to the
Board of Directors the selection of the Company's independent auditors.
In this context, the Audit Committee has reviewed and discussed the
Company's financial statements with both management and the independent
auditors. The Audit Committee also discussed with the independent auditors
matters required of auditors to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees). The Company's independent auditors
also provided to the Audit Committee the written disclosures required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the independent auditors
their independence.
Based on the foregoing, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended November 25, 2000 for
filing with the Securities and Exchange Commission. The Audit Committee also
recommended that Arthur Andersen LLP be retained as the Company's independent
auditors for the fiscal year ending November 24, 2001.
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Audit Committee:
Michael E. Murphy, Chairman
Amy Woods Brinkley
Alan T. Dickson
ORGANIZATION, COMPENSATION AND NOMINATING COMMITTEE REPORT
The Organization, Compensation and Nominating Committee of the Board of
Directors (the "Committee") has assisted the Company in developing and
implementing compensation policies and programs which seek to improve the
profitability of the Company and to maximize stockholder value over time. To
accomplish this, the directors who comprise the Committee have developed
executive compensation policies that are consistent with, and directly linked
to, the Company's business objectives. These business objectives represent a
composite of factors that are considered important for the future success of the
Company. These factors attempt to balance long and short-term performance,
including the continued maintenance of a strong balance sheet, growth of pre-tax
profitability and earnings per share, control of costs, market growth and
diversification and other criteria which may be introduced over time as a result
of changes in the household furniture environment. The members of the Committee
deliberate on matters affecting executive compensation. The decisions are
reviewed by the full Board, with the exception of decisions on stock or option
awards which are made by the Committee to satisfy tax law requirements.
The key principles which the Committee emphasizes in developing
compensation programs affecting senior executives are:
o Paying for performance that emphasizes corporate, business unit and
individual achievement.
o Motivating senior executives to the achievement of strategic and
tactical business goals and objectives and rewarding outstanding achievement.
o Linking the interests of senior executives with the long-term
interests of the stockholders through ownership of the Common Stock.
As the level of responsibility increases, an executive's compensation
will be proportionately at greater risk, reflecting the rewards earned as a
result of goal attainment. As responsibility increases, the compensation mix
will rely increasingly on the value of stock awards.
Section 162(m) of the Internal Revenue Code (the "Code") imposes a $1
million limit on the amount of annual compensation that can be deducted by the
Company with respect to each of the Chief Executive Officer and the four other
most highly compensated executive officers. Performance-based compensation that
meets certain requirements will not be subject to this deductibility limit. It
is generally the Company's policy to seek to qualify the performance-based
components of its compensation program for this exclusion from the Section
162(m) limitation as necessary to maximize the deductibility of executive
compensation so long as doing so is consistent with the Committee's objectives
for executive compensation.
The four components of executive compensation are:
Base Salary. The Committee has reviewed the base salaries of the named
executive officers at similar-sized companies and at the companies included in
the performance peer group shown on page 8. The base salaries of the Company's
executive officers are generally in the low- to mid-range compared with the base
salaries at those other companies. In recent years the base salaries have been
kept at a relatively fixed level to reflect the general economic conditions of
the industry and to keep fixed costs under control. Increases in base salary
have generally been the result of increased responsibilities assumed by an
executive officer to strive to increase profitability of the Company or a
business unit in an increasingly competitive industry. The Committee and the
Company emphasize rewards in the total compensation context (i.e., with greater
emphasis on at-risk compensation), rather than appreciably increasing base
salary.
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Annual Incentive Bonuses. Annual incentives are established for each
executive in the form of a percentage of base salary. Bonus targets are based on
performance criteria related to achievement of the Company's annual plans, such
as profitability, earnings per share, market growth and returns on invested
capital and equity, and bonus targets include, to a certain extent,
individualized goals based on areas of responsibility. The bonuses paid to the
Company's executive officers for the 2000 fiscal year generally ranged from 0%
to 24% of the executives' maximum potential bonus amounts for the year. The
determination of the amount of any bonus to be paid is made after the end of the
year based on the degree to which the performance criteria have been met. At
risk, performance-based bonus compensation averaged approximately 10% of total
annual cash compensation for the executive officers named in the Summary
Compensation Table, excluding Mr. Fulton, during the fiscal year ended November
25, 2000.
Stock Option Grants. Grants of stock options to the Company's
executives under the Company's stock option plans provide incentives to achieve
the Company's long-term performance objectives. Because the value of stock
options is entirely a function of the value of the Company's Common Stock, the
Committee believes that this component of the Company's compensation package
closely aligns the interests of executive officers and other key managers with
those of the Company's stockholders. Whether a grant will be made to an
executive officer, and if so in what amount, is determined by the Committee
based on the Committee's subjective evaluation of the executive officer's
potential contribution to the Company's future success, the level of incentive
already provided by the number and terms of the executive officer's existing
stock option holdings and the market price of the Company's Common Stock.
Consistent with the Committee's compensation philosophy, all stock options
awarded to executive officers and other key managers in fiscal year 2000 were
granted with a three-year vesting requirement.
Benefits. These programs are designed to provide protection against
financial catastrophe that can result from illness, disability or death.
Benefits offered to executive officers are similar to those offered to all
employees, with certain variations to promote tax efficiency and the replacement
of benefits lost due to regulatory limitations.
Chief Executive Officer's 2000 Compensation. Effective March 28, 2000,
Robert H. Spilman, Jr., President and Chief Operating Officer of the Company,
assumed the additional responsibilities of Chief Executive Officer from Paul
Fulton, who continues to serve as Chairman of the Company. The annualized base
salary for the chief executive officer position during fiscal year 2000 was
$300,000, which is unchanged since fiscal year 1998. The base salary component
of Mr. Fulton's compensation for fiscal year 2000 was $166,667 compared to
$300,000 in fiscal year 1999, which reflects the reduction in Mr. Fulton's
responsibilities after March 28, 2000. The base salary component of Mr.
Spilman's compensation for fiscal 2000 was $275,000 compared to $225,000 in
fiscal year 1999, which reflects the corresponding increase in Mr. Spilman's
responsibilities after March 28, 2000. Due to his reduction in responsibilities,
Mr. Fulton no longer participates in the bonus program. Mr. Spilman's bonus,
based on quantifiable, objective performance measures set at the beginning of
the year (which related to net and operating income, earnings per share, total
stockholder return compared to the Company's peer group, gross margin, return on
invested capital, sales and retail stores), was approximately 4% of the maximum
potential bonus amount for the year. Also, during the year, Mr. Fulton was
granted 4,724 restricted shares (as part of the consideration to serve as
Chairman of the Company) and 15,000 stock options, and Mr. Spilman was granted
76,668 stock options. The stock options were granted as part of the long term
incentive program and contain three-year vesting requirements as discussed
above.
For fiscal year 2001, the Organization, Compensation and Nominating
Committee has again established performance criteria designed to enhance
stockholder value. These criteria are heavily weighted toward improved operating
earnings and operating cash flow, consistent with financial objectives of the
Company and representative of the success needed to ensure growth and
profitability.
Howard H. Haworth, Chairman
Peter W. Brown
Willie D. Davis
Thomas E. Capps, former member
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STOCKHOLDER RETURN PERFORMANCE GRAPH
Presented below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock against
the cumulative total return of the Standard & Poor's 500 Index and the Company's
peer group for the period commencing December 1, 1995 and ending November 25,
2000, covering the Company's five fiscal years ended November 25, 2000. The
Company's peer group consists of eight publicly traded companies: the Company,
Bush Industries, Inc. Class A Common Stock, Chromcraft Revington Inc., Ethan
Allen Interiors, Inc., Furniture Brands International, Inc., La-Z-Boy
Incorporated, the Rowe Companies and Stanley Furniture Company, Inc., each of
which is in the household furniture industry. This graph assumes that $100 was
invested on December 1, 1995 in the Company's Common Stock, the S&P 500 Index
and the peer group and that dividends were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE COMPANIES, PEER GROUPS,
INDUSTRY INDEXES AND/OR BROAD MARKETS
FISCAL YEAR ENDING
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COMPANY/INDEX/MARKET 11/30/1995 11/29/1996 11/28/1997 11/27/1998 11/26/1999 11/24/2000
Bassett Furniture 100.00 104.52 140.35 122.84 81.70 63.77
Customer Selected Stock List 100.00 126.00 202.87 225.65 229.78 180.57
S&P Composite 100.00 127.87 164.33 203.21 245.67 235.30
Media General Financial Services supplied the data for the Company, the
S&P 500 Index and the Company's peer group.
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EXECUTIVE COMPENSATION
The table below shows the compensation paid or accrued by the Company
for the three fiscal years ended November 25, 2000, to or for the account of the
Chief Executive Officer and the Company's four other most highly compensated
officers who were serving at the end of the fiscal year (collectively, the
"named Executive Officers").
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------
LONG TERM
ANNUAL COMPENSATION COMPENSATION
- ----------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES ALL OTHER
OTHER ANNUAL STOCK UNDERLYING COMPEN-
NAME AND FISCAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS SATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) (#SH) ($)(4)
- ----------------------------------------------------------------------------------------------------------------
Robert H. Spilman, Jr. 2000 275,000 16,459 -- 0 76,668 28,995
Chief Executive Officer, 1999 225,000 89,944 -- 0 0 27,615
President, and Chief 1998 210,000 108,360 -- 0 40,000 16,371
Operating Officer
- ----------------------------------------------------------------------------------------------------------------
Paul Fulton 2000 166,667 0 -- 75,000 (5) 15,000 4,140
Chairman of the Board and 1999 300,000 97,518 -- 0 0 5,175
formerly Chief Executive 1998 300,000 241,125 -- 0 0 1,725
Officer
- ----------------------------------------------------------------------------------------------------------------
Barry C. Safrit 2000 125,000 10,781 -- 0 0 3,613
Vice President and 1999 110,000 33,344 -- 0 10,000 2,530
Chief Financial Officer 1998 13,297 N/A -- 0 15,000 0
----------------------------------------------------------------------------------------------------------------
Keith R. Sanders 2000 178,000 0 -- 0 0 4,357
Executive Vice President - 1999 147,500 22,523 -- 0 40,000 3,074
Operations 1998 32,817 10,718 -- 0 15,000 632
----------------------------------------------------------------------------------------------------------------
Steven P. Rindskopf 2000 140,000 21,359 -- 0 15,484 4,151
Vice President - 1999 135,000 40,922 -- 0 8,000 3,844
Administration 1998 125,000 32,625 -- 58,695 (5) 23,225 0
and Human Resources
----------------------------------------------------------------------------------------------------------------
Grover S. Elliott 2000 134,000 41,607 - - 0 15,484 3,555
Vice President - Finance and 1999 129,000 20,966 - - 0 0 3,706
Investor Relations 1998 125,000 32,150 - - 58,695 (5) 23,225 1,198
----------------------------------------------------------------------------------------------------------------
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(1) The salaries shown above include deferred compensation for each named
Executive Officer under the Section 401(k) qualified, defined contribution
Employee Savings/Retirement Plan.
(2) Under the Company's incentive bonus program, executives are paid cash
awards, which are directly related to predetermined performance goals and
attainment of Company objectives, including, to a certain extent,
individualized goals based on areas of responsibility. Awards are made
annually following the completion of the fiscal year.
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(3) No named Executive Officer has received personal benefits during the listed
years in excess of the lesser of $50,000 or 10% of annual salary and bonus.
(4) Includes amounts accrued under a deferred compensation agreement with one
of the named Executive Officers and Company matching contributions under
the Company's Employee Savings/Retirement Plan. During the 2000 fiscal
year, the amount accrued under the deferred compensation agreement with Mr.
Spilman was $20,715.
(5) Amount represents the dollar value of shares of restricted stock issued to
the named Executive Officers as of the date of the award. On November 25,
2000, Mr. Rindskopf and Mr. Elliott each held 4,775 shares of restricted
stock with a value equal to $56,106 based on a closing price of the Common
Stock of $11.75 on the most recent trading day preceding November 25, 2000.
The shares are subject to a restriction on sale until November 7, 2002 and
are subject to forfeiture in the event the holder's employment terminates
by reason other than death, disability or retirement prior to November 7,
2002. On November 25, 2000, Mr. Fulton held 4,724 shares of restricted
stock with a value equal to $55,507 based on a closing price of the Common
Stock of $11.75 on the most recent trading day preceding November 25, 2000.
The shares are subject to a restriction on sale until March 28, 2001 and
are subject to forfeiture in the event the holder's employment terminates
by reason other than death, disability or retirement prior to March 28,
2001. Dividends will be paid with respect to the restricted shares.
The table below shows the individual grants to the named Executive
Officers of stock options during the fiscal year ended November 25, 2000.
OPTION/SAR GRANTS IN THE 2000 FISCAL YEAR
- -------------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO GRANT DATE
NAME OPTIONS/SARS EMPLOYEES EXERCISE OR BASE EXPIRATION PRESENT
GRANTED (#SH) IN FISCAL YEAR PRICE ($/SH) DATE VALUE ($)(1)
- ------------------------------------------------------------------------------------------------------------------------
Robert H. Spilman, Jr. 76,668(2) 15% 14.875 1/17/2010 291,813
- ------------------------------------------------------------------------------------------------------------------------
Paul Fulton 15,000(2) 3% 14.875 1/17/2010 57,093
- ------------------------------------------------------------------------------------------------------------------------
Barry C. Safrit 0 N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
Steven P. Rindskopf 15,484(2) 3% 14.875 1/17/2010 58,935
- ------------------------------------------------------------------------------------------------------------------------
Keith R. Sanders 0 N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
Grover S. Elliott 15,484(2) 3% 14.875 1/17/2010 58,935
- ------------------------------------------------------------------------------------------------------------------------
- -------------------
(1) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The estimated values under the model are based on
arbitrary assumptions as follows: options to be exercised in five years,
stock price volatility at 0.36, annual dividend yield of 5.8% and a
risk-free interest rate of 6.64%. No downward adjustments are made to the
resulting grant-date option values to account for potential forfeitures or
non-transferability of the options. The actual value of the options depends
upon the actual performance of the Company's Common Stock during the
applicable period.
(2) These options were granted pursuant to the Company's 1998 Employee Stock
Plan, and will become exercisable three years from the date of grant and
have an exercise price equal to the market price of the Company's Common
Stock on the date of grant. The exercisability of the options is subject to
acceleration in the discretion of the Organization, Compensation and
Nominating Committee and upon the occurrence of a change in control.
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The table below shows, on an aggregated basis, the exercise of stock
options during the fiscal year ended November 25, 2000 by each named Executive
Officer and the 2000 fiscal year-end value of unexercised in-the-money stock
options.
AGGREGATED OPTION/SAR EXERCISES IN THE 2000 FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------------------------------------------------
SHARES NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
ACQUIRED ON UNEXERCISED OPTIONS/SARS AT MONEY OPTIONS/SARS AT FY-END
NAME EXERCISE VALUE REALIZED FY-END (#SH)(1) ($)(1)(2)
(#SH) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------------
Robert H. Spilman, Jr. 0 0 158,269/51,112 0/0
- --------------------------------------------------------------------------------------------------------------------------
Paul Fulton 0 0 255,000/10,000 0/0
- --------------------------------------------------------------------------------------------------------------------------
Barry C. Safrit 0 0 0/25,000 - /0
- --------------------------------------------------------------------------------------------------------------------------
Steven P. Rindskopf 0 0 28,387/18,322 0/0
- --------------------------------------------------------------------------------------------------------------------------
Keith R. Sanders 0 0 0/55,000 - /0
- --------------------------------------------------------------------------------------------------------------------------
Grover S. Elliott 0 0 29,887/10,332 0/0
- --------------------------------------------------------------------------------------------------------------------------
- -------------------
(1) No SARs were exercised in 2000 and there were no SARs outstanding at the
2000 fiscal year-end.
(2) Represents the difference between the fair market value of the Company's
Common Stock and the exercise price at the 2000 fiscal year-end.
SUPPLEMENTAL RETIREMENT INCOME PLAN
The Company has a Supplemental Retirement Income Plan (the "Supplemental
Plan") that covers certain senior executives to promote their long service and
dedication and to provide an additional retirement benefit. Upon retirement, the
Supplemental Plan provides for lifetime monthly payments in an amount equal to
65% of the participant's final average compensation as defined in the
Supplemental Plan, which amount is reduced by (i) 50% of old age social security
benefits, (ii) the benefit that would be payable on a life annuity basis from
Company contributions to the Employee Savings/Retirement Plan based on a formula
using maximum employee contributions, and (iii) the benefit that would be
payable on a life annuity basis from funds the Company contributed to a Defined
Benefit Plan that was terminated in 1977. There is no provision under the
Supplemental Plan for a disability benefit if a participant's employment is
terminated prior to age 65 due to disability; however, the participant,
notwithstanding the termination of employment, will continue to be covered by
the Supplemental Plan. The death benefit is divided into (a) prior to retirement
death, which pays the beneficiary 50% of final average compensation for a period
of 120 months, and (b) post-retirement death, which pays the beneficiary 200% of
final average compensation in a single payment. There are no benefits payable as
a result of a termination of employment for any reason other than death or
retirement. The Supplemental Plan contains a change of control provision which
provides for the immediate vesting and payment of the retirement benefit under
the Supplemental Plan in the event of an employment termination resulting from a
change of control. The executives covered under this Supplemental Plan have
waived participation in the Company's group life insurance program.
Assuming no change in the rate of compensation for Robert H. Spilman, Jr.,
after November 25, 2000, it is projected that the benefit that would otherwise
have been payable on retirement at age 65 to Mr. Spilman will be fully offset by
the benefits calculated (using the aforementioned formula) to be payable from
Company contributions to the Employee Savings/Retirement Plan. Mr. Spilman is
the only named Executive Officer participating in the Supplemental Plan.
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DEFERRED COMPENSATION AGREEMENT
Robert H. Spilman, Jr. has entered into a Deferred Compensation Agreement
with the Company pursuant to the Executive Deferred Compensation Plan. Under
that agreement, Mr. Spilman deferred a portion of his compensation over a
four-year period. Upon Mr. Spilman's retirement, death or disability, he would
be entitled to the following annual payments for a fifteen year period: upon his
retirement, $108,125.20; upon his death, $14,776.40; and upon his disability,
$8,200.00.
DIRECTOR COMPENSATION
Directors who are also employees of the Company receive no additional
compensation for serving as directors. Directors who are not employees of the
Company receive an annual retainer fee of $20,000. Chairpersons of the Board of
Directors' standing committees receive an additional fee of $1,000 per Board
meeting.
Under the Company's 1993 Stock Plan for Non-Employee Directors (the
"Director Plan"), each Director who is not a regular employee of the Company
automatically receives an option to purchase 2,500 shares of Common Stock upon
his or her initial election to the Board of Directors and on each April 1
thereafter automatically receives an option to purchase 1,000 shares of Common
Stock. All such options have an exercise price equal to the market price of the
Common Stock on the date of grant and are subject to adjustment in the event of
stock dividends and splits, recapitalizations and similar transactions. An
option granted under the Director Plan is not exercisable unless the optionee
remains available to serve as a Director of the Company for six months after the
date of grant. An optionee's rights under all outstanding options will terminate
three years after his termination as a Director, unless the termination is
because of death or disability, in which case the options will be exercisable
for one year after such termination. Unless earlier terminated, all options
granted under the Director Plan expire ten years from the date of grant.
In addition, the Director Plan provides that on April 1 of each year,
each eligible Director will receive one-half of his or her annual retainer fee
in the form of a Common Stock award. In addition, each eligible Director may
elect to receive all or part of the remaining portion of his or her annual
retainer fee on October 1 in the form of a Common Stock award. Such election
must specify the percentage of the Director's remaining annual retainer fee that
is to be paid in Common Stock and must be made in writing no later than
September 1, of the year for which the election is made. The total number of
shares of Common Stock to be issued pursuant to a stock award is determined by
dividing the amount of the Director's compensation that is to be paid in Common
Stock by the fair market value of a share of the Common Stock on the date the
award is made.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's Directors and executive officers and persons who own more
than 10% of the Company's Common Stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
the Common Stock and other equity securities. Executive officers, Directors and
greater than 10% stockholders are required to furnish the Company with copies of
all such reports they file. To the Company's knowledge, based solely on a review
of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended November 25, 2000, all Section 16(a) filing requirements applicable to its
executive officers, Directors and greater than 10% beneficial stockholders were
complied with.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation and approval of the Audit Committee, the Board of
Directors has approved the selection of Arthur Andersen LLP as independent
public accountants to audit the financial statements of the Company for the
fiscal year ending November 24, 2001. This selection is being presented to the
stockholders for their ratification at the Annual Meeting of Stockholders. The
firm of Arthur Andersen LLP is considered well qualified. Representatives of
Arthur Andersen LLP are expected to be present at the Annual Meeting of
Stockholders with an
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opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
Audit Fees. The Company paid Arthur Andersen LLP $271,000 in aggregate
fees for the 2000 annual audit and for review of the Company's financial
statements included in its Form 10-Qs for the 2000 fiscal year.
Financial Information Systems Design and Implementation Fees. The Company
paid Arthur Andersen LLP $571,000 in aggregate fees for certain types of
information technology services for the 2000 fiscal year, including consulting
services related to the Company's implementation of an enterprise wide software
system, particularly in the sales order processing and upholstery manufacturing
modules, and additional consulting services related to the Company's overall
strategic information technology direction.
All Other Fees. The Company paid Arthur Andersen LLP $277,000 for all
other services, including tax compliance, tax consultation and the audit of the
Company's employee benefit plan for the 2000 fiscal year.
The Audit Committee considered whether, and determined that, the
auditors' provision of information technology services and other non-audit
services was compatible with maintaining the auditor's independence.
The Board of Directors recommends a vote FOR the ratification of the
selection of Arthur Andersen LLP as independent public accountants to audit the
financial statements of the Company for the fiscal year ending November 24,
2001, and proxies solicited by the Board of Directors will be so voted unless
stockholders specify a different choice. If the stockholders do not ratify the
selection of Arthur Andersen LLP, the selection of independent public
accountants will be reconsidered by the Board of Directors.
STOCKHOLDER PROPOSALS FOR INCLUSION IN THE PROXY STATEMENT
Any proposal that a stockholder intends to present for action at the 2002
Annual Meeting of Stockholders, currently scheduled for March 26, 2002, must be
received by the Company no later than October 29, 2001, in order for the
proposal to be included in the proxy statement and form of proxy for the 2002
Annual Meeting of Stockholders. Any such proposal must meet the applicable
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder. Such proposals should be sent to Jay R. Hervey,
Secretary, Bassett Furniture Industries, Incorporated, Post Office Box 626,
Bassett, Virginia 24055.
OTHER STOCKHOLDER PROPOSALS AND NOMINATIONS
The Company's Bylaws prescribe the procedures that a stockholder must
follow to nominate directors for election at an annual meeting or to bring other
business before an annual meeting (other than matters that have been included in
the Company's proxy statement for such meeting). The Chairman of the meeting may
refuse to acknowledge the nomination of any person as a director or any other
proposal by a stockholder not made in compliance with these procedures. The
following summary of these procedures is qualified by reference to the Company's
Bylaws, a copy of which may be obtained, without charge, upon written request to
Jay R. Hervey, Secretary, Bassett Furniture Industries, Incorporated, Post
Office Box 626, Bassett, Virginia 24055.
A stockholder who desires to nominate a director for election at an
annual meeting must give timely written notice thereof to the Secretary of the
Company by personal delivery or by registered or certified mail, postage
prepaid, at the address shown above. To be timely, a stockholder's notice must
be received not later than December 28, 2001 for nominations to be made at the
2002 Annual Meeting. The notice must contain the information specified in the
Bylaws regarding the stockholder giving the notice and each person whom the
stockholder wishes to nominate for election as a director. The notice must be
accompanied by the written consent of each proposed nominee to serve as a
director of the Company, if elected.
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A stockholder who desires to bring any other business before an annual
meeting (other than matters that have been included in the Company's proxy
statement for such meeting) must give timely written notice thereof to the
Secretary of the Company by personal delivery or by registered or certified
mail, postage prepaid, at the address shown above. To be timely, a stockholder's
notice must be received not later than October 19, 2001 for business to be acted
upon at the 2002 Annual Meeting. The notice must contain the information
specified in the Bylaws regarding the stockholder giving the notice and the
business proposed to be brought before the meeting.
With respect to stockholder proposals not included in the Company's proxy
statement for the 2002 Annual Meeting, the persons named in the Board of
Directors' proxy for such meeting will be entitled to exercise the discretionary
voting power conferred by such proxy under the circumstances specified in Rule
14a-4(c) under the Exchange Act, including with respect to proposals received by
the Company after October 19, 2001.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED NOVEMBER 25, 2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
CAN BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO JAY R. HERVEY, SECRETARY,
BASSETT FURNITURE INDUSTRIES, INCORPORATED, POST OFFICE BOX 626, BASSETT,
VIRGINIA 24055.
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EXHIBIT A
Bassett Furniture Industries, Inc.
Audit Committee Charter
I. Statement of Purpose
i. The Audit Committee ("Committee") of the Board of Directors
("Board") is established to provide oversight of management to
ensure internal controls for compliance with laws and regulations
and internal controls over operations are in place and to assess the
effectiveness of the system of internal controls.
ii. The Committee reviews and evaluates matters related to the
independence of the independent accountant and internal auditors.
iii. The Committee reviews management's plans for engaging the
independent accountant to perform management consulting services
considering the types of services and independence.
II. Organization
i. The Committee shall be composed of no fewer than three directors who
are independent of the management of Bassett Furniture Industries,
Inc. and its subsidiaries and are free of any relationship that, in
the opinion of the Board of Directors, would interfere with their
exercise of independent judgment as a committee member.
ii. At least one member of the Committee shall have expertise in audit
committee responsibilities, activities and reporting requirements.
iii. The Committee shall hold a minimum of three (3) meetings annually
and shall have available adequate staff support and resources to
discharge its responsibilities,
iv. The Committee is responsible to the Board and the Committee
Chairperson will report to the Board on the Committee's activities
after each Committee meeting.
III. Authority
i. The Committee is empowered to have access to all records, personnel
and physical properties for the accomplishment of its purpose.
ii. The Chairperson of the Committee has authority to call Committee
meetings, to preside at such meetings and to make assignments to
Committee members.
iii. The Committee has the authority to recommend to the Board of
Directors the appointment of independent public accountants.
iv. The Committee has the authority to investigate any matter brought to
its attention within the scope of its duties.
v. The Committee has the authority to retain independent legal counsel
at its discretion without permission of the Board of Directors or
management.
vi. Any other authority the Committee or Chairperson shall have shall be
expressly granted by the Board of Directors.
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IV. Scope of Activities
i. The Committee shall recommend annually to the Board of Directors the
retention of independent public accountants, shall supervise the
work of such accountants and shall receive the report of the
accountants. This will include the review of audit adjustments
recommended, the adequacy of internal controls and management's
response to identified material inadequacies and reportable
conditions.
ii. The Committee shall supervise the internal audit function by
approving the annual internal audit plan, reviewing the basis for
audit risk assessment, receiving internal audit reports, evaluating
findings and recommendations to management, reviewing the status
toward completion of the internal audit plan, if the Company decides
to outsource the internal audit function, approve the selection of
independent internal auditors and reporting results of internal
audit engagements to the Board of Directors.
iii. The Committee shall provide oversight with respect to independent
public accountants and internal auditors.
iv. The Committee shall approve the scope of audits performed by the
independent public accountants and review the scope of management
consulting services performed by the independent public accountants
to ensure that no conflicts arise which may jeopardize their
independence.
v. The Committee shall review with the independent public accountant
the scope of the annual audit, significant accounting policies of
the Company and audit conclusions regarding significant accounting
estimates.
vi. The Committee, working with the independent public accountants,
shall annually review the reported assets, liabilities, income and
expenses of the Company.
vii. The Committee shall review with management, the internal auditors
and independent public accountants the basis for reports filed with
the Securities and Exchange Commission, including, but not limited
to, Form 10-K. The Committee will formally review the content and
conclusions of each report for accuracy and timeliness of filing.
viii. The Committee will evaluate findings and recommendations of
independent public accounts and internal auditors and make
recommendations as warranted to the Board of Directors.
ix. The Committee will review the system of internal control on a
continuous basis to ascertain the adequacy and effectiveness of
internal controls and safeguarding of assets.
x. The Committee will review in detail the reports of examination
issued by federal and state regulatory agencies as well as
management's responses thereto and will follow-up to ensure
compliance as necessary.
xi. The Committee will review and monitor with the independent auditors,
internal auditors and the Company's legal affairs personnel,
policies established to prohibit unethical, questionable or illegal
activities by those associated with the Company and to ensure
regulatory, environmental, product quality, integrity, specification
and employment practices compliance.
xii. The Committee will use its best efforts to keep current on
developments in the home furnishings industry, accounting
pronouncements by the Financial Accounting Standards Board,
regulations implemented by federal and state regulatory agencies,
and other entities which may impact areas under Audit Committee
oversight in order to plan for and ensure compliance.
xiii. The Committee must respond in an expeditious manner and with
diligence when matters relating to significant accounting and
auditing problems and discoveries, to any inadequate disclosures, to
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major financial reporting fluctuations, to unusual losses or
potential losses and to significant deviations from peer financial
performance are brought to the Committee's attention and to keep the
Board of Directors fully informed.
V. The Committee will not infringe on areas properly belonging to management
in the normal operations of the Company.
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PROXY BASSETT FURNITURE INDUSTRIES, INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING TO BE HELD ON MARCH 27, 2001
The undersigned hereby appoints Jay R. Hervey and Barry C. Safrit, each
or either of them, proxies, with full power of substitution, with the powers the
undersigned would possess if personally present, to vote, as designated below,
all shares of the $5.00 par value Common Stock of the undersigned in Bassett
Furniture Industries, Incorporated at the Annual Meeting of Shareholders of the
Company to be held on March 27, 2001, and at any adjournments thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN AND, UNLESS OTHERWISE
DIRECTED, WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS, AND FOR
THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS. THE BOARD OF DIRECTORS
RECOMMENDS VOTING FOR ON ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS: Nominees are Amy Woods Brinkley, Peter W. Brown, M.D.,
Willie D. Davis, Alan T. Dickson, Paul Fulton, Howard H. Haworth, Michael E.
Murphy, Robert H. Spilman, Jr. and David A. Stonecipher.
[ ] FOR all listed nominees (except do not vote for [ ] WITHHOLD AUTHORITY to vote for all the
nominee(s) whose name(s) I have written below) nominees listed above
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP as the Company's
independent public accountants for the fiscal year ending November 24, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
The undersigned acknowledges receipt of the Notice of said Annual Meeting and of
the accompanying Proxy Statement attached thereto.
Dated: ______________________________, 2001
PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC., GIVE FULL TITLE AS SUCH.
Please mark, sign, date and return the proxy card using the enclosed envelope.
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