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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
JPS Industries, 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:
(4) Date Filed:
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JPS
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JPS INDUSTRIES, INC.
555 North Pleasantburg Drive - Suite 202 - Greenville, SC 29607
Phone: (864) 239-3900 - Fax: (864) 271-9939
January 29, 2001
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of stockholders,
which will be held on Tuesday, February 27, 2001, at 9:00 a.m., local time, in
New York City.
The enclosed notice and proxy statement contain details concerning the
business to come before the meeting. You will note that the Board of Directors
of the Company recommends a vote "FOR" the election of the six directors to
serve until the 2002 Annual Meeting of Stockholders and "FOR" ratification of
the appointment of Arthur Andersen LLP as our independent auditors for the 2001
fiscal year. Please sign and return your proxy card in the enclosed envelope at
your earliest convenience to assure that your shares will be represented and
voted at the meeting if you cannot attend.
I look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Michael L. Fulbright
Michael L. Fulbright
Chairman, President and
Chief Executive Officer
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JPS INDUSTRIES, INC.
555 NORTH PLEASANTBURG DRIVE
SUITE 202
GREENVILLE, SOUTH CAROLINA 29607
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
Date and Time............ February 27, 2001 at 9:00 a.m., local time
Place.................... The Mark Hotel
25 East 77th Street
New York, New York 10021
Items of Business........ (1) To elect six directors.
(2) To ratify the appointment of Arthur Andersen LLP
as our independent auditors for the 2001 fiscal
year.
(3) To transact such other business as may properly
come before the Annual Meeting and any
adjournment or postponement.
Record Date.............. You can vote if you are a stockholder of record as
of the close of business on January 29, 2001.
Annual Report............ Our 2000 Annual Report, which is not a part of the
proxy soliciting material, is enclosed.
Proxy Voting............. It is important that your stock be represented and voted
at the Annual Meeting. Please vote in the following
manner: MARK, SIGN, DATE AND PROMPTLY RETURN the
enclosed proxy card in the postage-paid envelope.
Any proxy may be revoked at any time prior to its
exercise at the Annual Meeting.
By Order of the Board of Directors,
/s/ Charles R. Tutterow
Charles R. Tutterow
Corporate Secretary
JPS Industries, Inc.
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JPS INDUSTRIES, INC.
555 NORTH PLEASANTBURG DRIVE
SUITE 202
GREENVILLE, SOUTH CAROLINA 29607
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PROXY STATEMENT
--------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board (as defined below) of JPS Industries, Inc. ("JPS," the "Company,"
"we," or "us"), a Delaware corporation, of proxies to be voted at our 2001
Annual Meeting of Stockholders (the "Annual Meeting") and at any adjournment or
postponement thereof, to be held on the date, at the time and place, and for the
purposes set forth on the foregoing notice. This Proxy Statement, form of proxy
and voting instructions are being mailed starting on or about February 1, 2001.
An admission ticket, which is required for entry into the Annual Meeting,
is attached to your proxy card. If you plan to attend the Annual Meeting, please
vote your proxy but keep the admission ticket and bring it to the Annual
Meeting.
If your stock is held in the name of a bank, broker or other holder of
record and you plan to attend the Annual Meeting, you can obtain an admission
ticket in advance by providing proof of ownership, such as a bank or brokerage
account statement, to JPS Industries, Inc., c/o American Stock Transfer & Trust
Company, or by calling 864-239-3900 and asking for the Secretary of the Company.
If you do not have an admission ticket, you must verify ownership of JPS Common
Stock (as defined below) at the door.
A list of stockholders entitled to vote at the Annual Meeting will be
available at the Annual Meeting and for 10 days prior to the Annual Meeting,
between the hours of 9:00 a.m. and 5:00 p.m., at the Company's offices located
at 555 North Pleasantburg Drive, Suite 202, Greenville, South Carolina 29607, by
contacting the Secretary of the Company. The enclosed proxy is solicited by and
on behalf of the Board. The expense of the solicitation of proxies for the
Annual Meeting, including the cost of mailing, will be borne by the Company. The
Board has no knowledge or information that any other person will specifically
engage any employees to solicit proxies.
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of JPS Common Stock at the close of business on January
29, 2001 are entitled to receive notice of and to vote their stock at the Annual
Meeting. As of that date, 9,156,833 shares of the Company's Common Stock, par
value $.01 per share ("Common Stock"), were issued and outstanding. Each
outstanding share of Common Stock is entitled to one vote on each matter
properly brought before the Annual Meeting.
PROXIES
Your vote is important. Stockholders of record may vote their proxies by
mail. A postage-paid envelope is provided.
Proxies may be revoked at any time before they are exercised by (1)
written notice to the Secretary of the Company, (2) timely delivery of a valid,
later-dated proxy or (3) voting by ballot at the Annual Meeting.
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VOTING PROCEDURES
You are requested on behalf of the Board to simply mark your proxy, date
and sign it, and return it to American Stock Transfer & Trust Company in the
postage-paid envelope provided.
The method by which you vote now will in no way limit your right to vote at
the Annual Meeting if you later decide to attend in person. If your stock is
held in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote at
the Annual Meeting.
All stock that has been properly voted and not revoked will be voted at the
Annual Meeting in accordance with your instructions. If you sign your proxy card
but do not give voting instructions, the stock represented by that proxy will be
voted as recommended by the Board.
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the enclosed form of proxy will have the
discretion to vote on those matters for you. At the date this Proxy Statement
went to press, we do not know of any other matter to be raised at the Annual
Meeting.
Please note that if you own stock in joint name, and other stock in your
own name, you will receive a separate proxy card for the joint ownership.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. If there is no such quorum, the
holders of a majority in voting power of such shares of Common Stock so present
or represented may adjourn the Annual Meeting from time to time, without further
notice, until a quorum is obtained. When a quorum is once present it is not
broken by the subsequent withdrawal of any stockholder. Abstentions and broker
"non-votes" are counted as present and entitled to vote for purposes of
determining a quorum.
A plurality of votes cast is required for the election of directors. The
affirmative vote of a majority in voting power of shares of Common Stock present
in person or represented by proxy at the Annual Meeting is required to ratify
the appointment of Arthur Andersen LLP as our auditors for the 2001 fiscal year.
STOCKHOLDER ACCOUNT MAINTENANCE
Our Transfer Agent is American Stock Transfer & Trust Company. All
communications concerning accounts of stockholders of record, including address
changes, name changes, inquiries as to requirements to transfer Common Stock and
similar issues, may be handled by calling them at 800-937-5449.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of holdings
and transactions in JPS's stock with the Securities and Exchange Commission.
Officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities are required by regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based on the Company's
records and other information, we believe that in the 2000 fiscal year the
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Company's directors and executive officers met all applicable Securities and
Exchange Commission filing requirements.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Based upon information known to JPS as of January 29, 2001, the following
table sets forth the ownership of the shares of Common Stock issued and
outstanding as of such date by (a) each person or group that, to JPS' knowledge,
is the beneficial owner of more than 5% of such shares on such date, (b) each
director of JPS on such date, (c) each of the executive officers whose names
appear in the summary compensation table, and (d) all directors and executive
officers of JPS as a group on such date.
COMMON STOCK(1)
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BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ---------------- --------------------------------------
Magten Asset Management Corp.(2)........... 1,039,106 11.3%
35 East 21st Street
New York, New York 10010
Northeast Investors Trust.................. 1,038,823 11.3
50 Congress Street, 10th Floor
Boston, Massachusetts 02109
UBS AG..................................... 1,027,214 11.2
299 Park Avenue
31st Floor
New York, New York 10171
JWA Investments L.P........................ 991,029 10.8
885 Third Ave., 34th Floor
New York, New York 10022
Master Retirement Pension.................. 1,925,685 21.0
Trust of JPS Industries, Inc.(3)
c/o Mellon Bank, N.A.
One Mellon Bank Center, Rm. 930
Pittsburgh, Pennsylvania 15258
Robert J. Capozzi(4)....................... 1,075,606 11.7
Jeffrey S. Deutschman(5)................... 20,000 0.2
Nicholas P. DiPaolo(5)..................... 30,000 0.3
Michael L. Fulbright....................... 613,300 6.4
John M. Sullivan, Jr.(5)................... 22,600 0.2
Monnie L. Broome........................... 39,810 0.4
Charles R. Tutterow........................ 1,000 -
M. Gary Wallace............................ 15,825 0.2
Bruce R. Wilby............................. 30,000 0.3
Directors and executive
officers as a group(6)................... 1,848,141 18.9%
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(1) Also includes shares of Common Stock which the following persons have the
right to acquire within 60 days through the exercise of stock options:
Jeffrey S. Deutschman, 20,000; Nicholas P. DiPaolo, 20,000; Michael L.
Fulbright, 500,000; John M. Sullivan, 20,000; Monnie L. Broome, 25,000;
Bruce R. Wilby, 30,000; and M. Gary Wallace, 15,825.
The aggregate number of shares of Common Stock that all directors and
executive officers as a group have the right to acquire within 60 days is
630,825. In each case, the percent of class is
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calculated on the basis that such shares of the person being reported are
deemed outstanding. No voting or power exists with respect to such shares
of Common Stock prior to acquisition.
(2) Includes shares of the Common Stock held by Magten in accounts managed by
Magten on behalf of various investment advisory clients. Certain of such
shares are held for the benefit of family interests of Talton R. Embry, the
Chairman, a director and controlling shareholder of Magten, or in employee
plans with respect to which Mr. Embry serves as a trustee. Magten has
shared voting and investment power over all of such shares.
(3) Michael L. Fulbright and Charles R. Tutterow have shared voting and
investment power over these shares by virtue of their position on the
Investment Committee of the retirement plan. Each of them disclaim
beneficial ownership of such shares.
(4) Includes 1,039,106 shares of Common Stock of JPS beneficially owned by
Magten, of which Mr. Capozzi is Managing Director. See Note 2 above. Mr.
Capozzi disclaims beneficial ownership of all of these shares. Mr. Capozzi
waived his entitlement to receive any options to purchase shares of Common
Stock to which each non-employee director will be entitled on the Effective
Date. See "EXECUTIVE COMPENSATION--Compensation of Directors.
(5) Includes options granted to non-employee directors of JPS (other than
Robert J. Capozzi) on the Effective Date. See "EXECUTIVE
COMPENSATION--Compensation of Directors."
(6) Includes 1,039,106 shares of Common Stock beneficially owned by Magten. See
Note 4 above.
ITEM 1--ELECTION OF DIRECTORS
Six directors, constituting the entire Board, will be elected at the Annual
Meeting to serve for a one-year term expiring at our annual meeting in the year
2002. The Board recommends the reelection of Messrs. Capozzi, Deutschman,
DiPaolo, Fulbright, Sullivan and Tutterow, the incumbents, as directors of the
Company. On January 25, 2001, the Board elected Charles R. Tutterow as a member
of the Board. Concurrently, with the election of Mr. Tutterow, the Board voted
to set the number of Directors of the Company at six as of January 25, 2001.
The persons named in the enclosed proxy intend to vote the proxy for the
election of each of the incumbent directors, unless you indicate on the proxy
card that your vote should be withheld from any or all of such nominees. With
the exception of Mr. Tutterow who took office on January 25, 2001, each director
took office on October 9, 1997, the date on which JPS's plan of reorganization
became effective (the "Effective Date"). Each director reelected will continue
in office until his or her successor has been elected, or until his earlier
death, resignation or retirement.
We expect each incumbent director to be able to serve if reelected. If any
director is not able to serve, proxies will be voted in favor of the remainder
of those nominated and may be voted for substitute nominees, unless the Board
chooses to reduce the number of directors serving on the Board.
The principal occupation and certain other information about the directors
to be reelected at the Annual Meeting is set forth below.
THE BOARD RECOMMENDS A VOTE FOR THE REELECTION
OF THE SIX INCUMBENT DIRECTORS
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NAME, AGE, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND OTHER INFORMATION OF
EACH DIRECTOR AND EXECUTIVE OFFICER
The following table sets forth certain information with respect to the
persons who are members of the Board or executive officers of JPS.
NAME AGE POSITION(S) HELD
---- --- ----------------
Robert J. Capozzi........... 36 Director
Jeffrey S. Deutschman....... 43 Director
Nicholas P. DiPaolo......... 59 Director
Michael L. Fulbright........ 51 Director, Chairman of the Board,
President and Chief Executive Officer
John M. Sullivan, Jr........ 55 Director
Charles R. Tutterow......... 35 Director, Executive Vice President,
Chief Financial Officer and Secretary
Monnie L. Broome............ 59 Vice President-Human Resources
of JPS Industries, Inc.
M. Gary Wallace............. 43 President, JPS Glass Division
Bruce R. Wilby.............. 50 President, JPS Elastomerics
Division
The business experience of each of the directors and executive officers
during the past five years is as follows:
Mr. Capozzi is a Managing Director-Portfolio Manager of Magten Asset
Management Corp. ("Magten"), an investment advisory firm established in 1978.
Magten, a registered investment adviser under the Investment Advisers Act of
1940, as amended, beneficially owns approximately 11.3% of Common Stock as of
January 11, 2001. Mr. Capozzi has been with Magten since 1986. Mr. Capozzi
serves as a member of the Board of Directors of Magten Offshore Fund Ltd.
Mr. Deutschman is a private investor and merchant banker. Mr. Deutschman
has been a Managing Director of Crown Capital Group, Inc. since 1998, and is
Chief Executive Officer of ISG Holdings, a privately held company engaged in
specialty packaging and consumer products sampling. He is also a director of
Resort Theaters of America, an operator of movie theaters and Davidson Cotton
Company, an importer of bath and bed home textiles. From 1992 to 1995, he was a
Managing Director with Aurora Capital Partners, L.P. Prior to that, he was a
Managing Director and principal of Deutschman Clayton & Company. Mr. Deutschman
has been Co-Chairman of the Board of Directors of The Cherokee Group, a
designer, manufacturer, and marketer of casual apparel, and an officer and
director of Fair Holdings Corporation and Fair Lanes, Inc., a manager and
operator of bowling centers.
Mr. DiPaolo is Vice-Chairman of the Board and Chief Operating Officer of
Bernard Chaus, a leading women's apparel manufacturer. From January 1991 until
his retirement in May 1997, Mr. DiPaolo was Chairman of the Board, President and
Chief Executive Officer of Salant Corporation, a diversified apparel company
listed on the New York Stock Exchange. From 1985 to 1991, Mr. DiPaolo served as
President of Manhattan Industries, which was merged into Salant Corporation in
1988. Prior to that, he was Chairman and President of the Villager, a women's
sportswear company, from 1979 to 1985. Mr. DiPaolo has also served on the Board
of Directors of Manhattan Far East, a trading company based in Hong Kong.
Mr. Fulbright was elected Chairman of the Board, President and Chief
Executive Officer of the Company on February 27, 1999, effective March 1, 1999.
Mr. Fulbright served as Chairman, President, Chief Executive Officer and a
director of The Bibb Company, a diversified textile company, from August
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1996 until October 1998. Prior to that, he served as President of the Denim
Division of Cone Mills, Inc. from December 1994 to August 1996. Prior to that,
Mr. Fulbright was employed with Springs Industries, Inc., a textile
manufacturer, serving as President of the Greige Manufacturing Division from
August 1992 to November 1994, as President of Wamsutta/Pacific Home Products
from July 1986 to July 1992, and as Executive Vice President of Wamsutta/Pacific
Home Products from December 1985 to July 1986. Prior to that, Mr. Fulbright was
employed by M. Lowenstein Corporation and WestPoint Pepperell.
Mr. Sullivan has served as President of American Silk Mills Corp. since
1985, and as President of Gerli & Co., Inc. since 1987. From 1987 to 1991, Mr.
Sullivan served as President of Cheney Brothers Inc. Prior to that, he served as
Executive Vice President (Merchandising, Marketing & Sales) of Gerli & Co., Inc.
from 1984 to 1987. Prior to that, Mr. Sullivan served as President of A.H. Rice
Company Inc., Pittsfield, Massachusetts from 1982 to 1989, as Vice President of
Marketing and Sales of Gerli & Co., Inc. from 1979-1982, and as Sales Manager of
American Silk Mills Corp. from 1974 to 1979.
Mr. Tutterow was named Executive Vice President and Chief Financial Officer
and Secretary of the Company effective on June 1, 2000, and a Director on
January 25, 2001. Immediately prior to joining the Company, Mr. Tutterow served
as Senior Vice President, Chief Financial Officer and Secretary of Optical
Resources Group from November, 1998 until its sale in April, 2000. He served as
Vice President, Chief Financial Officer and Secretary of The Bibb Company, a
diversified textile company, from January, 1997 to October, 1998. Prior to that
he was employed as Controller of the Denim Division of Cone Mills, Inc., as
Manager of Corporate Finance for Kayser-Roth Corporation, and as a consultant
with Deloitte and Touche, LLP. Mr. Tutterow holds M.B.A., C.P.A., C.M.A and
C.F.M. certifications and is a director of Rite Stuff Foods, Inc.
Mr. Broome has served as Vice President-Human Resources for JPS Industries
since May 1988. He was Vice President of Human Resources for J. P. Stevens &
Co., Inc. prior to that time. From October 1987 to January 1988 he was Vice
President of Employee Relations for the Home Products Group of Springs
Industries and from August 1980 to October 1987 Vice President of Personnel for
M. Lowenstein Corp.
Mr. Wallace became President of JPS Glass Division in May 1999. He was Vice
President of Marketing from October 1998 to May 1999 and Product Manager for
Composite Fabrics from 1994 to October 1998. He has served in a variety of
technical and managerial positions with the Company or its predecessors for 26
years.
Mr. Wilby became President of the JPS Elastomerics Division, a wholly-owned
subsidiary of JPS, in 1993 and has served in that capacity since that time. He
was Vice-President of marketing and sales for Construction Products for the
Company from 1991 to 1993. Prior to that, he served in a variety of technical
and managerial positions with the Company or its predecessors for 25 years.
None of the directors or executive officers listed herein is related to any
other director or executive officer of the Company.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company is paid $20,000
annually for his services as a director, $1,200 for attendance at each meeting
of the Board and each committee meeting which does not occur in conjunction with
a directors' meeting, and $1,000 annually for his or her services as the
chairman of any committee. In addition, each non-employee director received on
the Effective Date a grant of options to purchase 25,000 shares of Common Stock
(other than Robert J. Capozzi, who waived his right to receive such options) as
of the Effective Date. On May 12, 1999, non-employee director options, other
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than those of Mr. Fulbright, that were granted on the Effective Date were
"repriced" in accordance with actions taken by disinterested directors.
Effective on that date, new options were issued at an exercise price based on
the per share price of common stock on that date (which was $4.375 per share).
With respect to the options granted to each non-employee director on the
Effective Date, options to purchase 5,000 shares of Common Stock vested on the
Effective Date and, with respect to the balance of the options so granted,
options to purchase 5,000 shares of Common Stock will vest on each of the first,
second, third and fourth anniversaries of the Effective Date. The repriced
options continue to vest under this schedule. Moreover, non-employee directors
are eligible to participate in the Company's 1997 Incentive and Capital
Accumulation Plan (the "Incentive Plan"). Under the Incentive Plan, each
non-employee director appointed subsequent to the Effective Date will receive on
the date such director is appointed (the "Appointment Date") a grant of options
to purchase 25,000 shares of Common Stock at an exercise price based on the per
share price of Common Stock as of the Appointment Date. With respect to the
options granted to each non-employee director appointed subsequent to the
Effective Date, options to purchase 5,000 shares of Common Stock will vest on
the applicable Appointment Date and, with respect to the balance of the options
so granted, options to purchase 5,000 shares of Common Stock will vest on each
of the first, second, third and fourth anniversaries of such Appointment Date.
BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP
During 2000, the Board met four times and had two ongoing committees, an
Audit Committee and a Compensation Committee. All of the directors attended at
least 75 percent of the aggregate number of meetings of the Board and Board
committees on which they served in the 2000 fiscal year.
THE AUDIT COMMITTEE
The Audit Committee, which consists of Messrs. DiPaolo, Deutschman, Capozzi
and Sullivan, each of whom is independent (as defined in Rule 4200(a)(15) of the
National Association of Securities Dealers' listing standards), oversees
management's conduct of the financial reporting process, the system of internal,
financial, and administrative controls, and the annual independent audit of the
Company's financial statements. All members are non-employee directors. The
Committee makes recommendations to the Board regarding the independent auditors
to be nominated for ratification by the stockholders, reviews the independence
of such auditors, approves the scope of the annual activities of the independent
and internal auditors, and reviews audit results. The Audit Committee held four
meetings during the 2000 fiscal year.
THE COMPENSATION COMMITTEE
The Compensation Committee, which consists of Messrs. Capozzi, DiPaolo,
Sullivan and Deutschman, recommends to the Board compensation plans and
arrangements with respect to the Company's executive officers and key personnel.
The Compensation Committee also administers the Company's Incentive Plan. The
Compensation Committee held one meeting during the 2000 fiscal year.
EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation awarded or
paid to or earned by the chief executive officer and five other most highly
compensated executive officers of the Company in the 2000 fiscal year for
services rendered in all capacities to the Company (including its subsidiaries)
for the fiscal years ended October 28, 2000, October 30, 1999 and October 31,
1998.
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SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
-------------------
ANNUAL COMPENSATION SECURITIES
NAME AND ------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS OPTIONS/SARS PAYOUTS COMPENSATION(2)
- ------------------ ---- --------- ----- ------------ ------- ---------------
MICHAEL L. FULBRIGHT............2000 $ 552,490 $ 770,000 -- -- $ 18
CHAIRMAN OF THE BOARD, 1999 369,157 275,000 500,000 -- 343,885
PRESIDENT AND CHIEF 1998 -- -- -- -- 21,000
EXECUTIVE OFFICER
CHARLES R. TUTTEROW.............2000 $ 83,333 $ 95,000 50,000 -- $ 18
EXECUTIVE VICE PRESIDENT 1999 -- -- -- -- --
FINANCE, CHIEF FINANCIAL 1998 -- -- -- -- --
OFFICER AND SECRETARY
MONNIE L. BROOME ...............2000 $ 180,720 $ 75,600 -- -- $ 7,850
VICE PRESIDENT-- 1999 181,440 -- 25,000 -- 8,390
HUMAN RESOURCES 1998 181,331 -- -- -- 8,019
REID A. MCCARTER(3).............2000 $ 182,067 $ 119,412 -- -- $ 2,270
PRESIDENT, JPS APPAREL 1999 158,722 -- 45,000 -- 2,300
1998 136,704 3,520 -- -- 1,896
M. GARY WALLACE.................2000 $ 159,642 $ 159,642 20,000 -- $ 2,014
PRESIDENT, JPS GLASS 1999 131,041 -- 32,491 -- 7,136
1998 103,092 -- -- -- 6,730
BRUCE R. WILBY..................2000 $ 180,180 $ 67,567 15,000 -- $ 7,522
PRESIDENT, JPS 1999 180,180 -- 25,000 -- 7,533
ELASTOMERICS 1998 173,250 -- -- -- 5,572
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(1) With respect to Messrs. Fulbright, Broome and McCarter includes imputed
income relating to life insurance premium payments.
(2) Includes employer-matching 401(k) plan contribution, non-taxable
employer-provided term life insurance premiums, imputed lease value of
company-provided automobiles, and for Mr. Fulbright's compensation as
Board Member for 1999 and 1998 of $18,867 and $21,000, respectively. In
addition for 1999, includes a $325,000 bonus paid to Mr. Fulbright in
connection with his employment with the Company.
(3) Effective with the sale of the Company's apparel business on November 17,
2000, Mr. McCarter resigned as an employee of the Company and accepted
employment with the purchaser of the apparel business.
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AGREEMENTS WITH EXECUTIVE OFFICERS
This section sets forth descriptions of certain employment agreements in
effect between the Company and its current or former executive officers. Where
the terms "cause," "good reason" and "change in control" are used in relation to
events of termination, such terms are used as defined in the respective
employment agreements.
On the Effective Date, JPS entered an employment agreement with Monnie L.
Broome. The agreement provided that Mr. Broome would serve as Vice
President-Human Resources of JPS. Under the agreement, the base salary for Mr.
Broome is $180,000 per year. In addition, under the employment agreement, Mr.
Broome received a retention grant cash payment of $115,531 and 14,810 shares of
Common Stock. Mr. Broome is also eligible for an annual bonus of up to 50% of
his base salary based upon the Company's attainment of certain performance goals
specified in the Management Incentive Bonus Plan. Mr. Broome has consented for
2000 and 2001 to the reduction of his eligible bonus to 35% from 50%.
On February 28, 1999, JPS entered into an employment agreement with Michael
L. Fulbright. The agreement provides that Mr. Fulbright will serve as Chairman
of the Board (subject to the election by the stockholders of the Company),
President and Chief Executive Officer of the Company commencing on March 1, 1999
and ending on October 31, 2001 (the "Employment Period"). Under the agreement,
Mr. Fulbright's initial base salary is $550,000 per year and may be increased
but not reduced during the Employment Period. In addition, the agreement
provides that unless Mr. Fulbright voluntarily terminates employment for other
than good reason, or his employment is terminated by the Company for cause, he
will be eligible to participate in the Management Incentive Bonus Plan based
upon the attainment by the Company of certain performance goals. Mr. Fulbright
is eligible for a bonus of not less than 50% but not more than 200% of his base
salary for each of the 1999, 2000 and 2001 fiscal years, provided the bonus for
the 1999 fiscal year will be not less than 50% of his base salary for the 1999
fiscal year (without regard to whether the performance goals for such year are
met). Subject to stockholder approval of the Amended Incentive Plan (which was
subsequently obtained), the Compensation Committee of the Board granted Mr.
Fulbright options to acquire 500,000 shares of Common Stock under the Amended
Incentive Plan at $3.125 per share (the fair market value per share, as
determined by the Compensation Committee, on February 28, 1999 (the "Grant
Date")). For financial reporting purposes, the excess, of the price per share on
the date of stockholder approval over the price per share on the Grant Date is
being recognized by the Company as compensation expense over the vesting period
of the options. In addition, Mr. Fulbright received a relocation grant cash
payment of $325,000 in 1999. If Mr. Fulbright's employment is terminated by the
Company other than for cause or is terminated by Mr. Fulbright for good reason,
the Company will continue to pay his base salary without interest and he will
continue to receive his target bonus (i.e., 50% of his base salary) through the
later of (a) October 31, 2001 or (b) one year from the date of termination,
provided that Mr. Fulbright will have the option to receive such salary and
target bonus in one lump sum on the business day immediately following the
termination date if he terminates his employment by reason of a change in
control. On February 10, 2000, the Compensation Committee increased the bonus
payable at target to 100% of base salary for the 2000 fiscal year. Corresponding
adjustments were also made at other target levels. Mr. Fulbright also mutually
agreed to the cancellation of the 25,000 options granted him in 1997 for his
service as a director.
On May 31, 2000, JPS entered into an employment agreement with Charles R.
Tutterow. The agreement provides that Mr. Tutterow will serve as Executive Vice
President, Chief Financial Officer and Secretary of the Company commencing on
June 1, 2000 and ending on May 31, 2002 (the "Employment Time"). Under the
agreement, Mr. Tutterow's initial base salary is $200,000 per year and may be
increased but not reduced during the Employment Time. In addition, the agreement
provides that unless Mr. Tutterow voluntarily terminates employment for other
than good reason, or his employment is
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terminated by the Company for cause, he will be eligible to participate in the
Management Incentive Bonus Plan based upon the attainment by the Company of
certain performance goals. Mr. Tutterow is eligible for a bonus of not less than
50% but not more than 200% of his base salary during the Employment Time,
provided the bonus for the 2000 fiscal year will be not less than $75,000. The
Compensation Committee of the Board granted Mr. Tutterow options to acquire
50,000 shares of Common Stock under the Amended Incentive Plan at $3.78 per
share (the fair market value per share, as determined by the Compensation
Committee, on the date of grant. In addition, Mr. Tutterow is eligible for
certain relocation payments. If Mr. Tutterow's employment is terminated by the
Company other than for cause or is terminated by Tutterow for good reason, the
Company will continue to pay his base salary without interest and he will
continue to receive his target bonus (i.e., 50% of his base salary) for one year
from the date of termination, provided that Mr. Tutterow will have the option to
receive such salary and target bonus in one lump sum on the business day
immediately following the termination date if he terminates his employment by
reason of a change in control.
EMPLOYEE BENEFIT AND LONG-TERM COMPENSATION PLANS
RETIREMENT PENSION PLAN
The Company maintains a Retirement Pension Plan for all employees (the
"Pension Plan"), including its salaried employees. The Pension Plan is a defined
benefit pension plan providing a formula benefit with contributions determined
on an actuarial basis. The Pension Plan generally covers all employees 21 years
of age or older who have completed one year of service with the Company. The
Pension Plan generally takes into account annual compensation earned under
certain predecessor plans of J.P. Stevens.
The following table indicates the approximate amounts of annual retirement
income that would be payable to a salaried employee under the Pension Plan based
on the compensation levels and years of credited service shown. There would be
no social security or other offset deducted from the amounts shown.
PENSION PLAN TABLE*
YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- --------
$ 125,000 $ 19,341 $ 25,788 $ 32,235 $ 38,682 $ 45,129
150,000 23,841 31,788 39,735 47,682 55,629
160,000 and above 25,641 34,188 42,735 51,282 59,829
- ---------------
* Assumes individual retires at age 65 in 2000 with the indicated years of
service and compensation. The social security integration level of such
individuals would be $35,100. The social security integration level is
adjusted annually.
Credited years of service for benefit accrual under the Pension Plan as of
November 1, 2000 for the following executive officers are:
Michael L. Fulbright......................................1 year
Charles R. Tutterow.......................................0 years
Monnie L. Broome.........................................12 years
M. Gary Wallace..........................................20 years
Bruce R. Wilby...........................................25 years
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Annual retirement benefits for salaried employees are generally computed as
the sum of 0.6% of a participant's average compensation (the annual average of
five consecutive, calendar years of highest compensation during the last 10
calendar years of service) multiplied by the years of benefit service plus 0.6%
of a participant's compensation which exceeds the Participant's Social Security
Integration Level (equal to $35,100 for an employee who retires at age 65 in
2000), multiplied by the participant's years of benefit service up to a maximum
of 35 years. The Pension Plan provides that each participant's benefits fully
vest after five years of service or the attainment of age 55 with one year of
service.
This table may understate the benefits available to certain participants
because salaried employees who were covered by the Pension Plan before July 1,
1989 are entitled to the greater of the benefit calculated under the formula
noted above, or the sum of the amount calculated under the prior benefit formula
as of June 30, 1989, plus additional accrued benefits under the new formula
since July 1, 1989. Under the prior formula, a participant's annual pension
payable as of normal retirement age was equal to 1% of the portion of "final
average compensation" which was equal to the "social security integration level"
in effect for the year of retirement, plus 1.5% of the portion of the
participant's final average compensation in excess of the social security
integration level, the sum of which was multiplied by the number of years of
credited service not exceeding 35. In addition, as noted below, the table
assumes that covered compensation was limited to the current allowable amount
for all years while benefits may have been accrued in years when limitations
were higher.
Compensation covered by the Pension Plan consists of all payments made to a
participant for personal services rendered as an employee of the Company which
are subject to federal income tax withholding, excluding imputed income
attributable to certain fringe benefit programs and also excluding deferred
compensation and income associated with the exercise of certain stock options.
In accordance with the Revenue Reconciliation Act of 1993 with respect to
salaried employees, plan compensation covers up to an adjusted maximum of
$160,000 per individual for the plan year beginning November 1, 1999. Plan
compensation was subject to substantially higher limits in previous years (e.g.,
$235,840 for the Plan year beginning November 1, 1993). The amounts shown are
also subject to possible maximum limitations under Section 415 of the Internal
Revenue Code of 1986, as amended.
2000 EMPLOYEE INCENTIVE PLAN
The Company's 2000 Employee Incentive Plan provides incentives for
substantially all employees including key management employees of the Company
and its divisions based on the financial performance of the Company and the
divisions. The plan is designed to provide incentives to maximize operating
earnings. Targets are set annually for operating earnings (defined as earnings
before interest, taxes, depreciation and amortization before bonus expense and
restructuring and reorganization expenses) for each operating division. If
actual operating earnings are equal to the target, a targeted bonus is paid to
each participant. To the extent actual operating earnings are greater than the
target, amounts in excess of the targeted bonuses are paid to each participant.
Likewise, operating earnings lower than target result in a bonus payment that is
less then the targeted bonus. A participant's bonus is reduced to zero if actual
operating earnings are below 80% of the target. Targeted bonus amounts expressed
as a percentage of salary for participants in the plan range from 2% to 100%.
Individuals listed on the Summary Compensation Table have targeted bonus amounts
from 30% to 100% of salary.
1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
The Incentive Plan is intended to provide incentives that will attract,
retain, and motivate highly competent individuals as key employees of the
Company and its subsidiaries, by providing them with opportunities to acquire
shares of Common Stock or monetary payments based on the value of such shares.
Pursuant to the Incentive Plan, 853,485 shares of Common Stock were originally
reserved for
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issuance to salaried key employees and non-employee directors of the Company
pursuant to benefits in the form of stock options, stock appreciation rights,
stock awards, performance awards, and stock units that may be granted by the
Compensation Committee comprised of disinterested members of the Company's
Board. On February 27, 1999, the Compensation Committee of the Board adopted,
subject to stockholder approval, which was subsequently obtained, an amendment
to the Incentive Plan to increase the number of shares of Common Stock reserved
for issuance from 853,485 to 1,353,485, to increase the number of shares of
Common Stock with respect to which Benefits (as defined below) may be granted to
any individual during the term of the Incentive Plan from 853,485 to 1,353,485,
and to increase the number of shares of Common Stock with respect to which
options and stock appreciation rights may be granted to any individual during
the term of the Incentive Plan from 325,000 to 525,000. The Incentive Plan will
terminate on the tenth anniversary of its adoption.
OPTIONS GRANTS IN 2000
The following executive officers received options grants during the last
fiscal year. All grants were made at market value on the date of the grant.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ---------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G)
PERCENT OF
TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- ---------- ---------- ------ ---------- ------- -------
CHARLES R.
TUTTEROW 50,000 24.2% 3.78 05/31/2010 118,893 301,297
BRUCE R.
WILBY 15,000 7.3% 2.94 12/02/2009 27,715 70,236
M. GARY
WALLACE 20,000 9.7% 3.13 05/25/2010 39,305 99,609
AGGREGATED OPTION EXERCISES IN 2000 AND OPTION VALUES AT OCTOBER 28, 2000
No executive officer of JPS and its subsidiaries exercised options in 2000.
The following table provides information with respect to the value of options
held by the executive officers of JPS and its subsidiaries at year-end measured
in terms of the closing price per share of Common Stock on October 28, 2000
($4.25 per share).
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NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT OCTOBER 28, 2000 OCTOBER 28, 2000 ($)(1)
--------------------- -----------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- ---- ------------- -------------
Michael L. Fulbright............ 333,334/166,666 $375,000/$187,499
Monnie L. Broome................ 25,000/0 0/0
Charles R. Tutterow............. 0/50,000 0/$23,450
M. Gary Wallace................. 15,825/36,666 0/$22,500
Bruce R. Wilby.................. 25,000/15,000 0/$19,680
- ------------
(1) Value of unexercised "in-the-money" options is the difference between the
market price of a share of Common Stock on October 28, 2000 and the
exercise price of the option, multiplied by the number of shares of Common
Stock underlying the option.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for recommending to the full
Board the compensation to be paid to the Company's principal executive officers,
including the Chief Executive Officer ("CEO"), establishing the annual bonus
targets under the Management Incentive Bonus Plan, and designating the persons
to whom and the amount in which stock options should be granted by the Company
under the Incentive Plan. As previously described, in the 2000 fiscal year, the
Company had employment agreements with Michael L. Fulbright, Charles R.
Tutterow, and Monnie L. Broome. Set forth below is a report submitted by the
Compensation Committee regarding the compensation policies for the 2000 fiscal
year as they relate to the Company's principal executive officers, including the
CEO.
COMPENSATION POLICIES
In October of each year, subject to the specific requirements of employment
agreements, the Compensation Committee reviews management's proposed annual
salaries for the next fiscal year for principal executive officers, including
its CEO for the 2000 fiscal year.
Subject to the specific requirements of employment agreements, in
determining whether to accept management's proposed salaries, or to recommend
different salaries in respect of the executives, the Compensation Committee
considers a number of factors, including but not limited to the following: (1)
the Company's financial performance for the prior fiscal year, including whether
the Company had a net profit or loss for such year, the amount thereof, the
reasons for such performance, and whether such performance might have related to
unforeseen events or events not in the executives' control; and (2) the extent
to which an executive officer achieved certain objectives in his or her area of
primary responsibility that might have been set in the prior fiscal year, or
otherwise made a significant contribution to the Company.
The Compensation Committee believes that an important factor in attracting
and motivating JPS's executive officers is to ensure that the compensation paid
to such individuals is competitive with that paid by comparable companies. In
its review of management's proposed goals under the Employee Incentive Plan for
a fiscal year, the Compensation Committee utilizes criteria similar to that
which it uses in reviewing annual salaries.
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In considering the grant of stock options to employees, including the
Company's principal executive officers, the Compensation Committee considers the
responsibility level of the position, job performance and salary level, and
reviews the long-term objectives of management and the Board.
EXECUTIVE COMPENSATION FOR THE 2000 FISCAL YEAR
The Company's executive compensation program has three major components:
base salaries, annual incentive compensation, and stock options.
Based on the factors described above, the Compensation Committee
recommended to the Board that management's salary recommendations for its senior
executives be adopted. These recommendations included increases and freezing
salaries at current levels depending on the executive and their current
compensation level and that all salaries be frozen at current levels for periods
ranging from six to 18 months. The Compensation Committee recommended to the
Board that the recommendations for eligible participants in, and the Company's
goals for, the Management Incentive Bonus Plan for the fiscal year ending
October 28, 2000 be adopted.
BASE SALARIES
The Company's executive officers receive base salaries as compensation for
their job performance, abilities, knowledge and experience. Apart from any
contractual commitments, the base salaries paid to the executives are intended
to be maintained at competitive levels. This reflects the Compensation
Committee's desire to place more emphasis on the incentive portion of executive
compensation, and thereby correlating compensation to performance. The
Compensation Committee reviews base salaries at least annually and determines
increases based upon an executive officer's contribution to corporate
performance and competitive market conditions.
Chairman, President and CEO: Mr. Fulbright's base salary was set at
$550,000 at the time of his employment and was not changed for 2000.
Other Executive Officers: The 2000 salaries of the other executive officers
(the "Other Executive Officers") are shown in the "Salary" column of the Summary
Compensation Table, except for Mr. Tutterow whose base salary is $200,000.
ANNUAL INCENTIVE COMPENSATION
The Compensation Committee has adopted an annual incentive compensation
program, the Employee Incentive Plan (prior to 2000, the Management Incentive
Bonus Plan), based upon corporate performance criteria to augment the base
salaries received by executive officers. Under the Employee Incentive Plan and
its predecessor, performance is measured as a function of the Company's growth
in earnings per share from year to year, whether or not set targets are met, and
in some cases a combination of return on assets, growth in sales, cash flow and
operating profit.
Chairman, President and CEO: For fiscal year 2000, Mr. Fulbright received a
bonus of $770,000 under the Plan. In 1999, Mr. Fulbright received a guaranteed
bonus of $275,000 under the plan.
Other Executive Officers: The 2000 bonus payments to the Other Executive
Officers are shown in the "Bonus" column of the Summary Compensation Table.
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STOCK OPTIONS
The Company established the Incentive Plan pursuant to which opportunities
to acquire shares of Common Stock or monetary payments based on the value of
such shares are awarded to highly competent employees of the Company.
The Compensation Committee believes these grants to be consistent with its
compensation policies by encouraging performance which contributes to the
overall profitability of the Company and which increases the price of the
Company's Common Stock.
Mr. Wallace and Mr. Wilby were granted options in 2000 in furtherance of
the Compensation Committee's policy. Mr. Tutterow also received options in 2000
upon his being named Executive Vice President-Finance and Chief Financial
Officer. For additional information on options held by Executive Officers at
October 28, 2000, see the table headed "Aggregated Option Exercises in 2000 and
Option Values at October 28, 2000."
The Compensation Committee,
Robert J. Capozzi
Jeffrey S. Deutschman
Nicholas P. DiPaolo
John M. Sullivan, Jr.
AUDIT COMMITTEE REPORT
The Board of Directors appoints an audit committee each year to review the
Company's financial matters. Each member of the Company's audit committee meets
the independence requirements set by NASDAQ. The audit committee members
reviewed and discussed the audited financial statements for the fiscal year
ending October 28, 2000, with management. The committee also discussed all the
matters required to be discussed by Statement of Auditing Standard No. 61 with
the company's independent auditors, Deloitte & Touche, LLP. The audit committee
received a written disclosure and letter from Deloitte & Touche LLP as required
by Independence Standards Board Standard No. 1. Based on their review and
discussions, the audit committee recommended to the Board of Directors that the
audited financial statements be included in the company's Annual Report to
shareholders and Form 10-K to be filed with the Securities and Exchange
Commission.
On May 25, 2000, the Board of Directors approved a revised written charter
to govern the audit committee. A copy of the Company's audit committee charter,
as revised, has been included as Exhibit A to this proxy statement.
Nicholas P. DiPaolo, Chairman
Robert J. Capozzi
Jeffrey S. Deutschman
John M. Sullivan
Members, Audit Committee
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STOCK PERFORMANCE GRAPH
The line graph below compares, in percentage terms, the cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return on the NASDAQ Stock Market Index, the S&P Manufacturing (Diversified)
Index and the Standard & Poor's Supercap Specialty Textiles Index for the period
beginning January 30, 1998, the date that the Company's Common Stock began
trading on the NASDAQ national market system, and ending October 28, 2000. The
comparison of total return on investment (change in year end stock price plus
reinvested dividends) for the applicable period assumes that $100 was invested
on January 30, 1998, in the Company's Common Stock and in each of the foregoing
indices. The Company is changing from a comparison to the S&P Supercap Textiles
Index to the S&P Manufacturing (Diversified) Index in conjunction with the
disposition of its textiles business. Accordingly, a decision was made that a
textiles index was no longer appropriate and that the S&P Manufacturing
(Diversified) Index is more representative of the group of companies to which
the Company will be compared.
1/30/98 10/98 10/99 10/00
------- ----- ----- -----
JPS Industries Inc. $100 $ 44 $ 24 $ 34
NASDAQ Stock Market Index $100 $110 $186 $209
S & P Textile (Supercap) $100 $ 51 $ 39 $ 30
S & P Manufacturing (Diversified) $100 $107 $136 $164
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ITEM 2--RATIFICATION OF APPOINTMENT OF AUDITORS
The Board, upon the recommendation of its Audit Committee, has appointed
Arthur Andersen LLP to serve as our independent auditors for 2001, subject to
ratification by our stockholders.
Effective January 29, 2000, our board of directors approved a change in our
accountants and engaged Arthur Andersen LLP as our principal accountants to
audit our financial statements. We did not consult with Arthur Andersen LLP on
any accounting or financial reporting periods before their engagement. Before
this change, Deloitte & Touche LLP ("Deloitte & Touche") served as our
independent auditors. The dismissal of Deloitte & Touche effective January 30,
2000 was approved by the Audit Committee.
Deloitte & Touche performed the full fiscal year audit of our financial
statements for the fiscal years ended October 28, 2000 and October 30, 1999. The
report of Deloitte & Touche on our financial statements prepared in connection
with the October 28, 2000 and October 30, 1999 audits was unqualified.
Furthermore, in connection with such audits, there were no disagreements between
us and Deloitte & Touche on any matters of accounting scope or procedure which,
if not resolved to the satisfaction of Deloitte & Touche, would have caused
Deloitte & Touche to make reference to the subject matter of such disagreements
in connection with its report.
A representative of Arthur Andersen LLP will be available to answer
questions.
The affirmative vote of a majority in voting power of shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
required for the approval of this proposal.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS OUR
INDEPENDENT AUDITORS FOR THE 2001 FISCAL YEAR.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Any stockholder who wishes to present a proposal for action at the
Company's 2002 Annual Meeting of Stockholders, and who wishes to have it set
forth in the Company's proxy statement for such annual meeting and identified in
the form of proxy proposed by the Company in reliance on Rule 14a-8 under the
Securities Exchange Act of 1934, must notify the Company in writing by notice
delivered or mailed by first class United States mail to JPS Industries, Inc.,
555 North Pleasantburg Drive, Suite 202, Greenville, South Carolina 29607, Attn:
Secretary in such a manner that such notice is received by the Company not later
than October 2, 2001. Any such notice shall set forth: (1) the name and address
of the stockholder and the proposal to be introduced; (2) the number of shares
of stock held of record, owned beneficially and represented by proxy by such
stockholder as of the date of such notice; and (3) a representation that the
stockholder intends to appear in person or by proxy at the meeting to introduce
the proposal specified in the notice. The chairman of the 2002 Annual Meeting of
Stockholders may refuse to acknowledge the introduction of any stockholder
proposal not made in compliance with the foregoing procedures.
With respect to a proposal submitted by a stockholder for the 2001 Annual
Meeting of Stockholders outside of the process of Rule 14a-8 for which notice of
the proposal is not received by the Company (at the address stated above) prior
to December 5, 2001, the proxy to be solicited on behalf of the Board for the
next annual meeting may confer discretionary authority to vote on any such
proposal properly coming before such meeting.
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ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for its latest fiscal
year is available without charge to stockholders upon written request to JPS
Industries, Inc., 555 North Pleasantburg Drive, Suite 202, Greenville, South
Carolina 29607, Attn: Investor Relations.
Whether or not you plan to attend the Annual Meeting, please mark, sign,
date and promptly return the enclosed proxy in the enclosed envelope. No postage
is required for mailing in the United States.
By Order of the Board of Directors,
/s/ Charles R. Tutterow
Charles R. Tutterow
Corporate Secretary
JPS Industries, Inc.
January 29, 2001
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EXHIBIT A
JPS INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
The Audit Committee of the JPS Industries Board of Directors has been
established to assist the Board of Directors (the "Board") in fulfilling its
responsibility to oversee management's conduct of the financial reporting
process, the system of internal, financial, and administrative controls, and the
annual independent audit of the Company's financial statements.
The Committee's role is one of oversight, and recognizes that Management is
responsible for preparing the Company's financial statements, and that the
external auditor is responsible for auditing those financial statements.
The Committee is empowered to investigate any matter brought to its attention
with full access to Company records, facilities, personnel, and outside experts
as needed.
MEMBERSHIP
- - The Audit Committee will be comprised of at least 3 directors who are
independent and financially literate as required by SEC Release NASDAQ
34-42331.
- - At least one member must have significant past employment experience in
finance or accounting, relevant professional certification, or comparable
experience or background with financial oversight responsibilities, such as
having been a CFO or CEO.
RESPONSIBILITIES
The Audit Committee will fulfill its responsibilities by:
- - Ensuring accountability of the external auditor to the Board and Audit
Committee by recommending to the Board the firm of external auditors, and
reviewing their qualifications, scope of work, performance, and fees;
- - Approving the annual audit plans of the external and internal auditors;
- - Ensuring receipt from the external auditor a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard Number 1;
- - Discussing any disclosed relationships and their impact on the external
auditor's independence, and recommending any actions to the Board necessary
to satisfy itself of the auditor's independence;
23
EXHIBIT A
JPS INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
RESPONSIBILITIES (cont'd.)
- - Reviewing the results of internal and external audit work performed, the
quality and adequacy of internal controls, and material and significant
controls issues resulting from audit activities;
- - Following up of management's implementation of recommendations made by the
external and internal auditors;
- - Reviewing and approving major changes in accounting policies and practices;
- - Meeting periodically with Management to review the Company's major
financial risk exposures;
- - Reviewing the annual audited financial statements, and interim financial
statements, before submission to the Board of Directors and prior to public
release. This includes review, understanding and approval of significant
adjustments, estimates, and accounting policy changes per the Statement on
Audit Standards Number 61 (SAS 61);
- - Providing an independent, direct communication between the Board and
internal and external auditors;
- - Overseeing legal and regulatory compliance, and compliance with the
Company's Business Ethics Policy; and
- - Designate and sponsor Internal Audit's Charter and approach.
DISCLOSURES
The Audit Committee will conform to external disclosure requirements by:
- - Certifying to the NASD as required regarding the independence and financial
literacy of all Committee members; and
- - Preparing for inclusion in the annual proxy statement, per SEC
requirements, a statement certifying that the Audit Committee has reviewed
and discussed the audited financial statements, and SAS 61 items as
described above.
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JPS
---
JPS INDUSTRIES, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of JPS INDUSTRIES, INC., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated January 29, 2001, and
hereby appoints Michael L. Fulbright and Charles R. Tutterow, and each of them,
as proxies, each with full power of substitution, and hereby authorizes them to
represent and to vote, as designated on the reverse side of this form, all the
shares of Common Stock of the Company held of record by the undersigned on
January 29, 2001, and all of the shares as to which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders to
be held on February 27, 2001 at 9:00 a.m., local time, at The Mark Hotel, 25
East 77th Street, New York, New York, 10021, and any adjournment or postponement
thereof, in accordance with the following instructions.
IF NO OTHER INDICATION IS MADE ON THE REVERSE SIDE OF THIS FORM, THE
PROXIES SHALL VOTE (AND ANY VOTING INSTRUCTIONS TO RECORD HOLDERS SHALL BE
GIVEN) FOR ITEMS 1 AND 2 AND IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
SEE REVERSE SIDE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
25
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE BRING THIS ADMISSION TICKET
WITH YOU.
ADMISSION TICKET
JPS INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
PLEASE MARK YOUR
[x] VOTES AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, AND 2.
1. Election of six directors. (Mark ONE box only.)
Nominees: Robert J. Capozzi, Jeffrey S. Deutschman, Nicholas P.
DiPaolo, Michael L. Fulbright, John M. Sullivan Jr., Charles R. Tutterow
FOR WITHHELD
All nominees listed Authority to vote
at right (except as for all nominees
indicated in the listed at right
space provided)
[ ] [ ]
To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
----------------------------------------
2. A proposal to ratify the appointment of Arthur Andersen, LLP as
independent auditors for 2001. (Mark ONE box only.)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. IF ACTING AS ATTORNEY, EXECUTOR,
TRUSTEE, OR IN OTHER REPRESENTATIVE CAPACITY, PLEASE SIGN NAME AND TITLE.
- -----------------------------------------
(SIGNATURE OF STOCKHOLDER) DATE
- -----------------------------------------
(SIGNATURE OF STOCKHOLDER) DATE