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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
Belk, 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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[BELK LOGO]
2801 West Tyvola Road
Charlotte, North Carolina 28217
August 3, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to
be held on August 26, 1998 at 2801 West Tyvola Road, Charlotte, North Carolina
28217. The meeting will begin promptly at 11:00 a.m., local time.
The items of business are listed in the following Notice of Annual Meeting
and are more fully addressed in the Proxy Statement provided herewith.
Please date, sign and return your proxy in the enclosed envelope at your
convenience to assure that your shares will be represented at the Annual Meeting
even if you cannot attend. If you attend the Annual Meeting, you may vote your
shares in person even though you have previously signed and returned your proxy.
You are invited to attend a luncheon immediately after the stockholder's
meeting. Following the luncheon, those who are interested can tour the Eastridge
Mall store in Gastonia. Transportation will be available for anyone needing it.
Please return the enclosed RSVP form by August 14 to help us in our
planning of this event. Parking will be available in the visitors' parking lot
adjacent to Yorkmont Road near the north entrance of the building.
On behalf of your Board of Directors, thank you for your continued support
and interest in Belk, Inc.
Sincerely,
/S/JOHN M. BELK
John M. Belk
Chairman of the Board and
Chief Executive Officer
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[BELK LOGO]
BELK, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 26, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Belk, Inc. (the "Company") will be held at 2801 West Tyvola Road,
Charlotte, North Carolina 28217, on Wednesday, August 26, 1998, at 11:00 a.m.,
local time, for the following purposes:
(i) To elect nine (9) directors to terms expiring as follows: (a)
three (3) Class I directors whose terms will expire at the 1999 annual
meeting of stockholders; (b) three (3) Class II directors whose terms will
expire at the 2000 annual meeting of stockholders; and (c) three (3) Class
III directors whose terms will expire at the 2001 annual meeting of
stockholders;
(ii) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 24, 1998 as
the record date for determination of stockholders entitled to receive notice of,
and to vote at, the meeting and any adjournment thereof. A list of stockholders
as of the close of business on July 24, 1998 will be available at the Company's
offices for examination during normal business hours by any stockholder during
the period from August 12, 1998 through the Annual Meeting.
Your attention is directed to the Proxy Statement provided with this
Notice.
By Order of the Board of Directors,
/S/RALPH A. PITTS
Ralph A. Pitts
Executive Vice President,
General Counsel and Secretary
Charlotte, North Carolina
August 3, 1998
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU
ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.
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BELK, INC.
2801 WEST TYVOLA ROAD
CHARLOTTE, NORTH CAROLINA 28217
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 26, 1998
August 3, 1998
The enclosed form of proxy is solicited by the Board of Directors of Belk,
Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held on
Wednesday, August 26, 1998, at 11:00 a.m., local time, and any adjournment
thereof. The Annual Meeting will be held at the principal executive offices of
the Company which are located at 2801 West Tyvola Road, Charlotte, North
Carolina 28217. When the enclosed form of proxy is properly executed and
returned, the shares it represents will be voted as directed at the meeting and
any adjournment thereof or, if no direction is indicated, such shares will be
voted IN FAVOR of the proposals set forth in the notice attached hereto. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted. Revocation of a proxy is effective upon receipt by the Secretary of the
Company of either (i) an instrument revoking such proxy or (ii) a duly executed
proxy bearing a later date. Furthermore, if a stockholder attends the meeting
and elects to vote in person, any previously executed proxy is thereby revoked.
Only stockholders of record as of the close of business on July 24, 1998
will be entitled to vote at the Annual Meeting. As of that date, the Company had
outstanding 55,073,339 shares of Class A common stock, $.01 par value (the
"Class A Common Stock") and no shares of Class B common stock, $.01 par value
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"). The number of outstanding shares of Class A Common Stock does
not include 4,603,856 shares which certain stockholders would have received
pursuant to the terms of the Reorganization (as defined herein) had such
stockholders not exercised their dissenters' rights of appraisal in connection
with the mergers of certain of the Belk Companies (as defined herein). In the
course of resolving such dissenters' rights of appraisal with the Company, some
of such stockholders may retract their original election to exercise such
dissenters' rights of appraisal, in which case the Company will issue to such
stockholders the shares of Class A Common Stock which such stockholders would
have otherwise received pursuant to the terms of the Reorganization and the
number of outstanding shares of Class A Common Stock will vary from the number
reported in this Proxy Statement. Each share of Class A Common Stock is entitled
to ten votes. Each share of Class B Common Stock is entitled to one vote. No
cumulative voting rights are authorized and appraisal rights for dissenting
stockholders are not applicable to the matters being proposed. It is anticipated
that this Proxy Statement and the accompanying proxy will first be mailed to
stockholders of record on or about August 3, 1998.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspector of election appointed for the meeting who will also determine
whether a quorum is present for the transaction of business. A quorum for the
transaction of business at the Annual Meeting shall exist if the holders of the
outstanding shares of both Class A Common Stock and Class B Common Stock taken
together entitled to vote and constituting a majority of the total votes of such
Common Stock are represented at the Annual Meeting either in person or by proxy.
Abstentions will be treated as shares that are present and entitled to vote with
respect to the proposals described herein and for purposes of determining
whether a quorum is present. Shares held by nominees for beneficial owners will
be counted for purposes of determining whether a quorum is present if the
nominee has the discretion to vote on at least one of the matters presented even
if the nominee may not exercise discretionary voting power with respect to other
matters and voting instructions have not been received from the beneficial owner
(a "broker non-vote"). Broker non-votes will not be counted as shares present
and entitled to vote with respect to the proposals described herein.
The affirmative vote of a plurality of the votes represented by the shares
of both Class A Common Stock and Class B Common Stock taken together present in
person or represented by proxy at the Annual Meeting
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and entitled to vote is required to elect the directors. With respect to any
other matter that may properly come before the meeting for stockholder
consideration, abstentions will be counted in determining the minimum number of
affirmative votes required for approval of any matter presented for stockholder
consideration and, accordingly, will have the effect of a vote against any such
matter. Broker non-votes will not be counted as votes for or against matters
presented for stockholder consideration.
ELECTION OF DIRECTORS
The Company's Board of Directors ("the Board") is divided into three
classes designated as Class I, Class II and Class III. In connection with the
approval and adoption of the Plan and Agreement of Reorganization (the
"Reorganization Agreement"), dated November 25, 1997, as amended, by and among
the Company, Belk Acquisition Co., and the Belk Companies named therein (the
"Belk Companies"), by the shareholders of each of the Belk Companies, the entire
Board of Directors of the Company was elected to a term that will expire at the
Annual Meeting. Pursuant to the Certificate of Incorporation of the Company (the
"Certificate"), the Board has nominated the persons below to serve in Class I,
Class II and Class III, with Class I directors to serve a one-year term that
will expire at the annual meeting of stockholders in 1999, Class II directors to
serve a two-year term that will expire at the annual meeting of stockholders in
2000 and Class III directors to serve a three-year term that will expire at the
annual meeting of stockholders in 2001. At the expiration of the term of office
of each class of directors elected at the Annual Meeting, the nominees for
election as directors within each class will be elected for a three-year term.
Management of the Company and the Board recommend the election of Mr.
Thomas M. Belk, Jr., Mr. J. Kirk Glenn, Jr. and Mrs. Sarah Belk Gambrell for the
office of Class I director to hold office for a one-year term and until their
successors are duly elected and qualified. Management of the Company and the
Board recommend the election of Mr. H.W. McKay Belk, Mr. Karl G. Hudson, Jr. and
Mr. B. Frank Matthews, II for the office of Class II director to hold office for
a two-year term and until their successors are duly elected and qualified.
Management of the Company and the Board recommend the election of Mr. John M.
Belk, Mr. John R. Belk and Mr. John A. Kuhne for the office of Class III
director to hold office for a three-year term and until their successors are
duly elected and qualified.
The Board has no reason to believe that any of the nominees for the office
of director will be unavailable for election as a director. However, if at the
time of the Annual Meeting any of the nominees should be unable or decline to
serve, the persons named in the proxy will vote for such substitute nominees,
vote to allow the vacancy created thereby to remain open until filled by the
Board, or vote to reduce the number of directors for the ensuing year, as the
Board recommends. In no event, however, can the proxy be voted to elect more
than nine directors. The election of the nominees to the Board requires the
affirmative vote of a plurality of the votes represented by the shares of both
Class A Common Stock and Class B Common Stock taken together present in person
or represented by proxy at the Annual Meeting and entitled to vote.
MANAGEMENT OF THE COMPANY
DIRECTORS
Set forth below are the nominees for election to the Board. Also set forth
below as to each nominee is his or her age, the year in which he or she was
first elected a director, a brief description of his or her principal occupation
and business experience during the past five years, directorships of certain
companies presently held by him or her, and certain other information, which
information has been furnished by the respective individuals.
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CLASS I DIRECTORS -- TERM EXPIRING 1999
MR. THOMAS M. BELK, JR.
Age 43
Director Since 1998
Mr. Belk has been President, Store Divisions and Real Estate of the Company
since May 1998. Mr. Belk is Vice Chairman of Belk Stores Services, Inc., a
wholly-owned subsidiary of the Company ("BSS"), and was President of most of the
Belk Companies from March 1997 to May 1998. Mr. Belk also served on the Boards
of Directors of most of the Belk Companies until May 1998. Mr. Belk has been
employed in the Belk retail organization since 1981. From February 1991 to
February 1992, Mr. Belk was employed by BSS as Vice President, Real Estate and
Store Planning. From February 1992 to March 1997, Mr. Belk was employed by BSS
as Senior Vice President -- Human Resources and Operations, Long Range Planning.
Mr. Belk serves on the Boards of Advisors of the Wachovia Bank, N.A., Kenan
Flagler Business School at UNC-Chapel Hill and the University of North Carolina
at Charlotte Foundation. He serves on the Boards of Directors of the Mecklenburg
County Council of Boy Scouts of America, the Charlotte Metropolitan YMCA,
Charlotte Country Day School, American Humanics, Inc., Research Triangle
Foundation of North Carolina, Presbyterian Hospital Foundation and Foundation
for the Carolinas. Mr. Belk is the brother of H.W. McKay Belk and John R. Belk
and the nephew of John M. Belk and Sarah Belk Gambrell.
MR. J. KIRK GLENN, JR.
Age 55
Director Since 1998
Mr. Glenn served on the Boards of Directors of a number of the Belk
Companies from 1983 until May 1998 and currently serves on the Board of
Directors of BSS. Mr. Glenn is the Chairman and Manager of Quality Oil Company,
LLC and is a Director of Reliable Tank Line, Limited Partnership in
Winston-Salem, North Carolina. He also serves on the Boards of Directors of
Crisis Control Ministry, Special Children's School, Winston-Salem Business, Inc.
and the Winston-Salem Chamber of Commerce. Mr. Glenn is on the Forsyth County
Advisory Board of Wachovia Bank, N.A.
MRS. SARAH BELK GAMBRELL
Age 80
Director Since 1998
Mrs. Gambrell served as a director of many of the Belk Companies until May
1998 and served as Vice Chairman and President of various Belk Companies for
many years. She has served as Trustee of the Presbyterian School of Christian
Education in Richmond, Virginia, Princeton Theological Seminary, Warren Wilson
College and Johnson C. Smith University. She is a member of the Board of
Visitors of the UNC Cancer Center at Chapel Hill, North Carolina, and she serves
on the Boards of the North Carolina Community Foundation, Inc., the Foundation
for Good Business, the Florence Crittenton Home, the Queens College Friends of
Music, the Parkinson's Diseases Foundation in New York City, the Parkinson's
Association of Mecklenburg County, North Carolina and the National Board of the
YMCA. Mrs. Gambrell is the sister of John M. Belk and the aunt of Thomas M.
Belk, Jr., H.W. McKay Belk and John R. Belk.
CLASS II DIRECTORS -- TERM EXPIRING 2000
MR. H. W. MCKAY BELK
Age 41
Director Since 1998
Mr. Belk has been President, Merchandising and Marketing of the Company
since May 1998. Mr. Belk was Vice Chairman of most of the Belk Companies from
March 1997 to May 1998 and is currently President and Chief Merchandising
Officer of BSS. Mr. Belk has been employed in the Belk retail organization since
June 1979. From January 1992 to September 1995, he was employed by BSS as Senior
Vice President, Merchandising. From September 1995 to March 1997, Mr. Belk was
employed by BSS as President,
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Merchandising and Sales Promotion. Mr. Belk served as Vice Chairman of many of
the Belk Companies until May 1998. Mr. Belk serves on the Boards of Directors of
Charlotte Chamber of Commerce, Coca-Cola Consolidated Bottling Co. and the
Charlotte Latin School. Mr. Belk also serves as a member of the Boards of
Central Charlotte YMCA, Crossnore Schools and the Leighton Ford Ministries. Mr.
Belk is the brother of Thomas M. Belk, Jr. and John R. Belk and the nephew of
John M. Belk and Sarah Belk Gambrell.
MR. KARL G. HUDSON, JR.
Age 78
Director Since 1998
Mr. Hudson was employed in the Belk store organization from 1933 until his
retirement in 1990. During that time, he served in many positions in the
organization, including Executive Vice President, Partner and as a director of
the Hudson-Belk Company from 1972 until 1990. He also served as Executive Vice
President, Partner and as a director of the Belk-Hudson group of stores in
Alabama and Mississippi from 1974 until 1990. Mr. Hudson served as a director of
a number of the Belk Companies until May 1998 and has also served on numerous
management committees of BSS. Mr. Hudson currently serves on the Board of
Directors and as President of PMC, Inc., a hotel and real estate investment
company. He has also served as a member of the Boards of Directors of Carolina
Power & Light Company, the Durham Corporation, Davidson College, St. Andrews
College, Peace College and Union Theological Seminary, the Downtown Raleigh
Development Corp., the United Fund and the Raleigh Merchant's Bureau.
MR. B. FRANK MATTHEWS, II
Age 70
Director Since 1998
Mr. Matthews has been a Divisional President of the Company since May 1998.
Mr. Matthews has been employed by the Belk store organization since 1937, and
served as Executive Vice President, Partner and as a director of the
Matthews-Belk group from 1971 to May 1998. Mr. Matthews serves on numerous
committees of BSS, including service as Chairman of the Employee Benefits
Committee of BSS. Mr. Matthews has served as Chairman of the Board of Directors
and director of the Gastonia Federal Bank, director of the Public Service Co. of
North Carolina, Inc., President of the First Community Foundation, Inc. and a
member of the Board of Trustees of the First Gaston Foundation, Inc. Mr.
Matthews has also served as president of the Gastonia Downtown Development
Corporation, the Gaston County United Way and the Gastonia Merchant's
Association. He has been a director of the Gastonia Chamber of Commerce, the
Gastonia YMCA, the Gastonia Industrial Diversification Commission, the Gastonia
Kiwanis Club, Davidson College and Chatham Hall.
CLASS III DIRECTORS -- TERM EXPIRING 2001
MR. JOHN M. BELK
Age 78
Director Since 1998
Mr. Belk has been Chairman of the Board and Chief Executive Officer of the
Company since May 1998. Mr. Belk is also Chairman of the Board and Chief
Executive Officer of BSS. Mr. Belk served as Chairman of the Board of most of
the Belk Companies for many years and as the Chief Executive Officer of most of
the Belk Companies for more than 40 years. Mr. Belk was Mayor of the City of
Charlotte from June 1969 until December 1977. Mr. Belk is a Director emeritus of
Wachovia Corporation and Quantum Chemical Corporation and serves on the Boards
of Directors of Lowe's Companies, Coca-Cola Bottling Co. Consolidated, Inc. and
PMC, Inc. and has served on the Board of Directors of Chaparral Steel Company.
He is a past Chairman of the National Retail Federation. He is on the Board of
Trustees of Union Theological Seminary, the Board of Visitors of the University
of North Carolina at Charlotte, the North Carolina Counsel on Management and
Development and the Business Partnership Foundation of the University of South
Carolina, Columbia. Mr. Belk is the brother of Sarah Belk Gambrell and the uncle
of Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk.
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MR. JOHN R. BELK
Age 39
Director Since 1998
Mr. Belk has been President, Finance, Systems and Operations of the Company
since May 1998. Mr. Belk was Vice Chairman of most of the Belk Companies until
May 1998 and currently serves as President and Chief Operation Officer of BSS.
Mr. Belk has been employed in the Belk retail organization since 1986. From
February 1992 to March 1993, he was Senior Vice President, Systems and Control.
From March 1993 to March 1997, Mr. Belk was employed by BSS as Senior Vice
President, Operations. Mr. Belk serves on the Boards of Directors of Alltel
Corporation, First Union National Bank, N.A., Ruddick Corporation and
Presbyterian Health Services Corp. He also serves on the Boards of Central YMCA,
St. Andrews Presbyterian College and United Way of Central Carolinas. Mr. Belk
is the brother of Thomas M. Belk, Jr. and H.W. McKay Belk and the nephew of John
M. Belk and Sarah Belk Gambrell.
MR. JOHN A. KUHNE
Age 54
Director Since 1998
Mr. Kuhne served as President and as a director of the Belk-Simpson Group
from 1983 to May 1998. He is currently Vice Chairman of the Board of Directors
of Summit Financial Corporation and is a past trustee of Presbyterian College
and Furman University.
OPERATION OF THE BOARD OF DIRECTORS
The Company has an Audit Committee of the Board which is composed of
Messrs. Karl G. Hudson, Jr., B. Frank Matthews, II, J. Kirk Glenn, Jr., John A.
Kuhne and John R. Belk. The Audit Committee is responsible for, among other
things, recommending the engagement of the Company's independent auditors,
reviewing with the independent auditors the plans and results of the audit
engagement, approving professional services provided by the independent
auditors, reviewing the independence of the independent auditors, considering
the range of audit and non-audit fees and reviewing the adequacy of the
Company's internal accounting controls. The Audit Committee may exercise such
additional authority as may be prescribed from time to time by resolution of the
Board.
The Company has an Executive Committee of the Board which is composed of
Messrs. John M. Belk, Thomas M. Belk, Jr., H. W. McKay Belk and John R. Belk.
The Executive Committee possesses all of the powers of the Board, except the
power to authorize the issuance of stock, approve mergers, declare dividends and
certain other powers specifically reserved under the Delaware General
Corporation Law to the Board. The Executive Committee may exercise such
additional authority as may be prescribed from time to time by resolution of the
Board. The Executive Committee is expected to act in circumstances where it is
not feasible or is impractical to obtain full Board action or as otherwise
directed by the Board.
The Company does not have a nominating committee.
The shareholders of the Belk Companies approved the Reorganization
Agreement on April 15 and 16, 1998. Pursuant to such approval, the Belk
Companies (with the exception of Belk-Simpson Company, Greenville, South
Carolina ("Belk-Simpson")) were merged with and into the Company (and Belk
Acquisition Co. was merged with and into Belk-Simpson, with Belk-Simpson
becoming a wholly-owned subsidiary of the Company) (the "Reorganization"). Since
the Reorganization became effective on May 2, 1998, the Board has met one time
and none of the committees of the Board have met. All of the directors attended
the May 2, 1998 meeting of the Board.
DIRECTORS' COMPENSATION
The Company pays its directors an annual fee of $20,000, a meeting fee of
$1,000 for attendance (in person or by telephone) at each meeting of the Board
and reimbursement of expenses incurred in attending meetings.
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MANAGEMENT COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of shares of Class A Common Stock as of July 1, 1998 by (i) each of
the Company's directors, (ii) the Company's named executive officers (as
hereinafter defined) and (iii) such directors and all executive officers as a
group. None of such persons owns any shares of Class B Common Stock.
SHARES OF CLASS A
COMMON STOCK PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS (2)
- ------------------------------------------------------------ ---------- -----
John M. Belk(3)(4)(5)(6)(7)(8)(9)(10)....................... 18,383,693 33.38
Thomas M. Belk, Jr. (4)(7)(8)(11)........................... 7,213,606 13.10
H. W. McKay Belk (4)(7)(8)(12).............................. 6,984,133 12.68
John R. Belk (4)(7)(8)(13).................................. 6,985,397 12.68
Sarah Belk Gambrell (9)(10)................................. 8,404,183 15.26
J. Kirk Glenn, Jr. (14)(15)(16)............................. 4,528,569 8.22
Karl G. Hudson, Jr.......................................... 5,451 *
B. Frank Matthews, II (17)(18)(19).......................... 551,852 1.00
John A. Kuhne (20).......................................... 311,636 *
Fred W. Asher............................................... 0 *
James M. Berry.............................................. 0 *
Ralph A. Pitts.............................................. 0 *
William L. Wilson........................................... 1,159 *
Bill R. Walton.............................................. 0 *
All executive officers and directors as a group (14
persons).................................................. 33,889,003 61.53
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* Beneficial ownership represents less than 1% of the Company's outstanding
common stock.
(1) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares "voting power", which includes the power to vote or to direct the
voting of such security, or "investment power", which includes the power to
dispose of or to direct the disposition of such security. A person also is
deemed to be a beneficial owner of any securities which that person has the
right to acquire within sixty (60) days. Under these rules, more than one
person may be deemed to be a beneficial owner of the same securities and a
person may be deemed to be a beneficial owner of securities as of which he
has no economic or pecuniary interest. Except as set forth in the footnotes
below, the persons named below have sole voting and investment power with
respect to all shares of Class A Common Stock shown as being beneficially
owned by them.
(2) 55,073,339 shares of Class A Common Stock were outstanding as of July 1,
1998.
(3) Includes 2,079,910 shares held by Montgomery Investment Company, of which
John M. Belk is the majority shareholder.
(4) Includes 1,484,374 shares held by Brothers Investment Company, which
corporation is equally owned by John M. Belk and the Estate of Thomas M.
Belk. Voting and investment power is shared by John M. Belk, Katherine
McKay Belk, Katherine Belk Morris, Thomas M. Belk, Jr., H. W. McKay Belk,
John R. Belk and Leroy Robinson.
(5) Includes 15,488 shares held by Mary Claudia, Inc., of which John M. Belk is
the majority shareholder.
(6) Includes 6,555 shares held by Claudia Watkins Belk Grantor Trust dated
2/23/96, 21,862 shares held by Claudia W. Belk, Tr. u/a/ f/b/o Mary Claudia
Belk and 102,070 shares held by Mary Claudia Belk Irrevocable Trust dated
1/4/94. Claudia W. Belk, Trustee, is John M. Belk's wife.
(7) Includes 444,212 shares held by Milburn Investment Company, of which the
Estate of Thomas M. Belk is the sole shareholder. Voting and investment
power is shared by the Executors of the Estate who are John M. Belk,
Katherine McKay Belk, Katherine Belk Morris, Thomas M. Belk, Jr., H. W.
McKay Belk, John R. Belk and Leroy Robinson.
(8) Includes 3,706,151 shares held by Thomas M. Belk, Trustee dated September
15, 1993. Voting and investment power is shared by the Trustees, who are
John M. Belk, Katherine McKay Belk, Katherine Belk Morris, Thomas M. Belk,
Jr., H. W. McKay Belk, John R. Belk and Leroy Robinson.
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(9) Includes 1,140,080 shares held in several trusts established by the Will of
W. H. Belk for the benefit of his children. Voting and investment power of
the trusts for John M. Belk and Thomas M. Belk is shared by John M. Belk,
Sarah Belk Gambrell, Henderson Belk and W. H. Belk, Jr. Voting and
investment power of the trusts for Sarah Belk Gambrell, W. H. Belk, Jr.,
and Henderson Belk is shared by John M. Belk, Sarah Belk Gambrell,
Henderson Belk, W. H. Belk, Jr. and Irwin Belk.
(10) Includes 1,436,385 shares held in several trusts established by the Will of
Mary I. Belk for the benefit of her children. Voting and investment power
of the trusts for John M. Belk and Thomas M. Belk is shared by John M.
Belk, Sarah Belk Gambrell, Henderson Belk and W. H. Belk, Jr. Voting and
investment power of the trusts for Sarah Belk Gambrell, W. H. Belk, Jr. and
Henderson Belk is shared by John M. Belk, Sarah Belk Gambrell, Henderson
Belk, W. H. Belk, Jr. and Irwin Belk.
(11) Includes 226,521 shares held by Thomas M. Belk, Jr. as custodian for his
minor children, 207,855 shares held as custodian for the minor children of
his brother, H. W. McKay Belk, and 23,459 held by his wife, Sarah F. Belk.
(12) Includes 248,720 shares held by H. W. McKay Belk as custodian for his minor
children and 24,970 shares held by his wife, Nina F. Belk.
(13) Includes 206,689 shares held by John R. Belk as custodian for his minor
children and 21,523 shares held by his wife, Kimberly D. Belk.
(14) Includes 871 shares held by his wife, Madlon C. Glenn.
(15) Includes 1,501,410 shares held by James K. Glenn, Jr., Trustee under Will
of Daisy Belk Mattox, 195,685 shares held by John Belk Stevens Trust U/W
ITEM III, Section C f/b/o James Kirk Glenn, Jr., et al, 391,897 shares held
by John Belk Stevens Trust U/W ITEM III, Section B f/b/o Mary S. Whelchel
and 391,897 shares held by John Belk Stevens Trust U/W ITEM III, Section A
f/b/o Sara S. Glenn. Voting and investment power is vested in J. Kirk
Glenn, Jr., the Trustee of each trust.
(16) Includes 1,886,100 shares held by David Belk Cannon (Estate). Voting and
investment power is shared by the co-Executors who are J. Kirk Glenn, Jr.,
Eugene R. Matthews and Betty F. Buchanan.
(17) Includes 166,707 shares held by First Union National Bank of N. C., B.
Frank Matthews, II and Annabelle Z. Royster, Co-Trustees under the Will of
J. H. Matthews, Jr. The Trustees named have voting and investment power
with respect to such shares.
(18) Includes 78,056 shares held by Robinson Investment Company. B. Frank
Matthews, II and his sister, Elizabeth M. Welton, share voting and
investment power with respect to such shares.
(19) Includes 81,787 shares held by his wife, Betty C. Matthews.
(20) Includes 289,876 shares held by his wife, Lucy S. Kuhne.
The Company does not have employment agreements with any of its executive
officers.
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PRINCIPAL STOCKHOLDERS
The table below sets forth certain information as of July 1, 1998
concerning persons known to the Board to be a "beneficial owner," as such term
is defined by the rules of the Securities and Exchange Commission, of more than
5% of the outstanding shares of Class A Common Stock.
SHARES OF
CLASS A COMMON
STOCK
NAME AND ADDRESS(1) BENEFICIALLY OWNED(2) PERCENT OF CLASS(3)
- ------------------- ---------------------- --------------------
Leroy Robinson(4)(5)(6).................................. 5,634,737 10.23
Katherine McKay Belk(4)(5)(6)(7)......................... 7,048,110 12.80
Katherine Belk Morris(4)(5)(6)(8)........................ 7,036,712 12.78
- ---------------
(1) The address of each of the above persons is 2801 West Tyvola Road,
Charlotte, North Carolina 28217.
(2) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power", which includes the power to vote or to direct the voting of
such security, or "investment power", which includes the power to dispose of
or to direct the disposition of such security. A person also is deemed to be
a beneficial owner of any securities which that person has the right to
acquire within sixty (60) days. Under these rules, more than one person may
be deemed to be a beneficial owner of the same securities and a person may
be deemed to be a beneficial owner of securities as of which he has no
economic or pecuniary interest. Except as set forth in the footnotes below,
the persons named below have sole voting and investment power with respect
to all shares of Class A Common Stock shown as being beneficially owned by
them.
(3) 55,073,339 shares of Class A Common Stock were outstanding as of July 1,
1998.
(4) Includes 1,484,374 shares held by Brothers Investment Company, which
corporation is equally owned by John M. Belk and the Estate of Thomas M.
Belk. Voting and investment power is shared by John M. Belk, Katherine McKay
Belk, Katherine Belk Morris, Thomas M. Belk, Jr., H. W. McKay Belk, John R.
Belk and Leroy Robinson.
(5) Includes 444,212 shares held by Milburn Investment Company, of which the
Estate of Thomas M. Belk is the sole shareholder. Voting and investment
power is shared by the Executors of the Estate, John M. Belk, Katherine
McKay Belk, Katherine Belk Morris, Thomas M. Belk, Jr., H. W. McKay Belk,
John R. Belk and Leroy Robinson.
(6) Includes 3,706,151 shares held by Thomas M. Belk, Trustee dated September
15, 1993. Voting and investment power is shared by the Trustees, who are
John M. Belk, Katherine McKay Belk, Katherine Belk Morris, Thomas M. Belk,
Jr., H. W. McKay Belk, John R. Belk and Leroy Robinson.
(7) Includes 494,812 shares held by Katherine M. Belk as custodian for her minor
grandchildren.
(8) Includes 235,826 shares held by Katherine Belk Morris as custodian for her
minor children and 24,970 shares held by her husband, Charles Walker Morris.
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EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and the four other most highly compensated executive
officers of the Company (referred to herein as the "named executive officers")
for the fiscal year ended January 31, 1998.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION(1)(2)
--------------------------------------
ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR(3) SALARY($) BONUS($) COMPENSATION($)
- --------------------------- -------------- --------- -------- ---------------
John M. Belk.................................. 1998 $500,000 $180,000 $165,092(4)
Chairman; Chief Executive
Officer; Director
Ralph A. Pitts................................ 1998 387,000 50,000 11,250(5)
Executive Vice President;
General Counsel and Secretary
Thomas M. Belk, Jr............................ 1998 350,000 125,000 10,578(5)
President, Store Divisions and
Real Estate; Director
H. W. McKay Belk.............................. 1998 350,000 125,000 10,578(5)
President, Merchandising and
Marketing; Director
John R. Belk.................................. 1998 350,000 125,000 10,578(5)
President, Finance, Systems and
Operations; Director
- ---------------
(1) All amounts reflect compensation paid by BSS unless otherwise indicated.
(2) Does not include retirement benefits under the Supplemental Pension Plan (as
defined herein) or the Pension Plan (as defined herein) (except for payments
to John M. Belk). See "-- Supplemental Pension Plan" and "-- Pension Plan."
(3) Fiscal year 1998 is the year ended January 31, 1998.
(4) Reflects (i) the value of insurance premiums paid by certain of the Belk
Companies in the amount of $20,000 with respect to a split-dollar life
insurance policy for the benefit of Mr. John M. Belk and his wife, Mrs.
Claudia W. Belk, (ii) $8,773 of benefits paid by the Company under the Belk
Profit Sharing Plan (as defined herein), (iii) $36,982 of benefits paid by
BSS under the Pension Plan (as defined herein) and (iv) $99,337 of
above-market interest earned by Mr. Belk in fiscal year 1998 on compensation
deferred in prior fiscal years pursuant to the Deferred Compensation Plan
(as defined herein).
(5) Reflects benefits paid by the Company under the Belk Profit Sharing Plan.
See "-- Belk Profit Sharing Plan."
PENSION PLAN
The Company maintains a pension plan (the "Pension Plan") which covers
substantially all of the employees of the Company. Benefits are based primarily
on years of service and the employees' compensation, subject to limitations
under the Code. The compensation covered by the Pension Plan for an employee
will be an amount equal to (a) the total cash compensation paid to such employee
by his employer through his payroll account during the plan year and reported on
his Form W-2; plus (b) all elective pre-tax contributions made for him under any
defined contribution plan sponsored by his employer; plus (c) all pre-tax
medical premiums paid on his behalf under Section 125 of the Code; and excluding
(d) all taxable fringe benefits reported on his Form W-2. The Company's policy
is to fund the plan to satisfy the requirements of the
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Employee Retirement Income Security Act of 1974 ("ERISA"). Generally, an
employee is entitled upon retirement to annual payments for each year of service
in accordance with a set formula comprised of both a basic benefit (specified
dollar amount) and a supplemental benefit. Current annual payments of $36,982
are made to Mr. John M. Belk and the estimated benefits payable upon retirement
at normal retirement age for each other Named Executive Officer as of January
31, 1998 are $57,392, $66,088, $66,670 and $67,650 for Messrs. Ralph A. Pitts,
Thomas M. Belk, Jr., H.W. McKay Belk and John R. Belk, respectively.
SUPPLEMENTAL PENSION PLAN
The Company maintains a supplemental executive retirement plan (the
"Supplemental Pension Plan") which covers a select group of management and
highly compensated employees (the "Covered Employees"). The following table sets
forth estimated annual benefits payable upon retirement with regard to the
Supplemental Plan.
YEARS OF SERVICE(1)
----------------------------------------------------
REMUNERATION(2) 15 20 25 30 35
- --------------- -------- -------- -------- -------- --------
$300,000.................................... $ 75,000 $112,500 $150,000 $187,500 $225,000
350,000.................................... 87,500 131,250 175,000 218,750 262,500
400,000.................................... 100,000 150,000 200,000 250,000 300,000
500,000.................................... 125,000 187,500 250,000 315,800 375,000
600,000.................................... 150,000 225,000 300,000 375,000 450,000
750,000.................................... 187,500 281,250 375,000 468,750 562,500
- ---------------
(1) As of January 31, 1998, Mr. John M. Belk has the maximum of 35 credited
years of service; Mr. Ralph Pitts has an estimated two credited years of
service; Mr. Thomas M. Belk, Jr. has an estimated 17 credited years of
service; Mr. H.W. McKay Belk has an estimated 19 credited years of service;
and Mr. John R. Belk has an estimated 13 credited years of service.
(2) The compensation covered by the Supplemental Pension Plan includes base
salary and any bonus received. For each of the Named Executive Officers, the
current compensation covered by the Supplemental Pension Plan does not
differ by more than 10% from the amount listed in the "Salary" column of the
Summary Compensation table.
The Supplemental Pension Plan is maintained primarily for the purpose of
providing supplemental retirement benefits for the Covered Employees. The
Covered Employees have a nonforfeitable right to receive a supplemental pension
upon five years of service in the covered position. Generally, the amount of the
supplemental pension to which a Covered Employee is entitled is an annual amount
computed in the form of a single life annuity equal to 2.5% of his Average Final
Earnings for each year of service (in excess of five) up to a maximum of 35
years, reduced by any amounts received due to the Pension Plan and Primary
Social Security Benefits. "Average Final Earnings" for purposes of the
Supplemental Pension Plan is the average of the Covered Employee's salary for
the highest five years of the last ten years of credited service.
BELK PROFIT SHARING PLAN
The Company maintained a profit sharing plan until December 31, 1997, when
it was terminated and its participants' account balances were transferred to a
401(k) savings plan (the "Belk 401(k) Savings Plan" or "Plan"), which was
adopted by the Company as of January 1, 1998. The former profit sharing plan and
the Belk 401(k) Savings Plan are substantially identical with respect to
participation, vesting and benefits. All employees of the Company (including
officers and directors who are employees) may participate in the Plan after one
year of service (1,000 hours) with the Company. Participating employees may make
pre-tax and after-tax contributions, subject to limitations under the Code, of a
percentage (not to exceed 10%) of their total compensation and such amounts (and
the earnings thereon) are fully vested at all times. As part of the Plan, the
Company makes contributions of (a) 1 1/2% of annual compensation towards a
"Fully Vested Employer Contributions Account," which contributions are fully
vested (including the earnings thereon); and (b) 100% "matching" of
participating employees' contributions, up to 6% of annual compensation, towards
a
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"Basic Employer Contributions Account," which contributions become fully vested
after five years of service (including the earnings thereon) or upon the
employee's death, total disability or retirement.
DEFERRED COMPENSATION PLAN
The Company maintains a deferred compensation plan (the "Deferred
Compensation Plan"). Members of senior management of the Company whose annual
compensation from the Company exceeds $80,000 may participate in the Deferred
Compensation Plan. Participants in the Deferred Compensation Plan may elect to
defer a portion of their regular compensation subject to certain limitations
prescribed by the Deferred Compensation Plan. Eligible employees may enroll in
the Deferred Compensation Plan every four years. The Company is required to pay
interest on the participant's deferred compensation at various rates between 9%
and 15% per annum. Each participant defines the repayment schedule for deferred
amounts and earnings thereon. No portion of the compensation paid to or earned
by any of the Named Executive Officers during fiscal year 1998 was deferred
pursuant to the Deferred Compensation Plan.
EXECUTIVE OFFICERS
EXECUTIVE
NAME AGE POSITION OFFICER SINCE
- ---- --- -------- -------------
Fred W. Asher................................... 58 Executive Vice President, 1998
Systems
James M. Berry.................................. 68 Executive Vice President, 1998
Finance
Ralph A. Pitts.................................. 45 Executive Vice President, 1998
General Counsel and
Secretary
William L. Wilson............................... 50 Executive Vice President, 1998
Real Estate and Store
Planning
Bill R. Walton.................................. 49 Senior Vice President, 1998
Treasurer and Controller
The executive officers set forth above are in addition to those executive
officers who also serve as directors of the Company. See "-- Directors."
Fred W. Asher. Mr. Asher serves as Executive Vice President, Systems of
the Company. Mr. Asher has been Executive Vice President, Systems of BSS since
1995. From 1990 to 1995, he was Vice President and Chief Information Officer,
Management Information Systems for Dayton Hudson Corporation, a large department
store retailer located in the midwest.
James M. Berry. Mr. Berry serves as Executive Vice President, Finance of
the Company. Mr. Berry has been Executive Vice President, Finance of BSS since
1995. From 1993 to 1995, he was retired. From 1988 to 1992, Mr. Berry was Vice
Chairman for NationsBank, Texas, N.A., a banking company. Mr. Berry currently
serves on the Board of Directors of Williams-Sonoma Corporation, HCC Insurance
Holdings, Inc. and Mecklenburg County Council, Inc. Boy Scouts of America. Mr.
Berry has also served on the Board of Directors of NationsBank Houston (Vice
Chairman), NationsBank, Texas, N.A., Houston Casualty Company, The Museum of
Fine Arts, The Houston Museum of National Science, Central Houston, Inc., the
Metropolitan Board of the YMCA of the Greater Houston Area, The Greater Houston
Partnership and Junior Achievement of Southeast Texas.
Ralph A. Pitts. Mr. Pitts serves as Executive Vice President, General
Counsel and Secretary for the Company. Mr. Pitts has been Executive Vice
President and General Counsel of BSS since 1995. From 1985 to 1995, he was a
partner in the law firm of King & Spalding in Atlanta, Georgia.
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William L. Wilson. Mr. Wilson serves as Executive Vice President, Real
Estate and Store Planning for the Company. Mr. Wilson has been Executive Vice
President, Real Estate of BSS since 1992. From 1989 to 1992, he was Senior Vice
President, Real Estate for BSS.
Bill R. Walton. Mr. Walton serves as Senior Vice President, Treasurer and
Controller of the Company. Mr. Walton has been Senior Vice President and
Controller of BSS since 1992. He also became the Treasurer of BSS in 1997. From
1987 to 1992, he was Vice President and Controller of BSS. Mr. Walton is a
Certified Public Accountant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a compensation committee. The Board of Directors
of the Company was elected in connection with the Reorganization and thus did
not conduct any deliberations with regard to executive compensation during the
fiscal year ended January 31, 1998.
CERTAIN TRANSACTIONS
General
Prior to the Reorganization, the Belk Companies were historically managed
as a private family business owned primarily by members of the Belk family and
local partner families and, as such, members of the Belk family and other
members of management and their affiliates have entered into various
transactions during the last fiscal year with various Belk Companies. In
addition, pursuant to the Reorganization, the Company assumed the obligations of
certain of the Belk Companies that were engaged in such transactions with
management of the Company. The Company believes that all such transactions were
on terms no less favorable to the Belk Companies and the Company than terms
available from unrelated parties for comparable transactions.
Certain Transactions with Management
The Company is a party to a Lease Agreement dated March 13, 1969 with PMC,
Inc. ("PMC"), pursuant to which PMC leased to one of the Belk Companies the
building which was used by such Belk Company as the site of the Belk store in
Smithfield, North Carolina (the "PMC Lease"). The PMC Lease expired in January
1998. Total rent paid by such Belk Company in calendar year 1997 and through
March 1998 was $172,847. Mr. Karl G. Hudson, Jr. is the President and a director
of PMC and Mr. Hudson and his immediate family beneficially own approximately
12% of the voting stock of PMC. Mr. Hudson is a director of the Company. Mr.
John M. Belk serves as a director of PMC and owns approximately 1.5% of the
voting stock of PMC. Mr. Belk is the Chairman, Chief Executive Officer and a
director of the Company.
Indebtedness of Management
Belk Finance Company agreed to purchase loans made by Wachovia Bank, N.A.
on April 23, 1996 to Mr. Thomas M. Belk, Jr. (the "Tim Belk Loan") and by
NationsBank, N.A. on April 19, 1996 to Mr. H.W. McKay Belk (the "McKay Belk
Loan"), both in the amount of $800,000 from such banks in the event of default
on such loans. Both the Tim Belk Loan and the McKay Belk Loan were made to
finance the acquisition by Messrs. Belk and Belk of stock in various Belk
Companies. Each Loan bore interest at the prime rate as established by the
Federal Reserve Bank, less 0.5% per annum, payable quarterly, and matured on May
1, 1998. Both Loans were repaid in full as of May 1, 1998 and Belk Finance
Company was released from its repurchase obligation in connection with such
repayment. Mr. Thomas M. Belk, Jr. and Mr. H.W. McKay Belk are both executive
officers and directors of the Company.
Belk Finance Company agreed to purchase a loan made by Wachovia Bank, N.A.
on August 1, 1997 to Brothers Investment Company (the "Brothers Investment
Loan") in the amount of $5 million from such bank in the event of a default on
such loan. The Brothers Investment Loan was made to refinance accumulated debt
of Brothers Investment Company. The Brothers Investment Loan bears interest at
the prime rate as established by the Federal Reserve Bank, less 0.5% per annum,
payable quarterly, and matures
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on August 1, 1998. On July 1, 1998, the Brothers Investment Loan was outstanding
in the principal amount of $5 million. John M. Belk, Chairman, Chief Executive
Officer and a director of the Company, owns 50% of Brothers Investment Company
and is a director of Brothers Investment Company. The Company has assumed the
obligation of Belk Finance Company in connection with the Reorganization.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who own
more than ten percent (10%) of the Common Stock to file certain reports with
respect to each such persons's beneficial ownership of the Common Stock,
including statements of changes in beneficial ownership on Form 4. In addition,
Item 405 of Regulation S-K requires the Company to identify in its Proxy
Statement each reporting person that failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during the most recent fiscal year
or prior fiscal years. Based solely upon a review of Forms 3 and 4 and
amendments thereto, all such persons complied with the applicable reporting
requirements.
SELECTION OF INDEPENDENT AUDITORS
The Board has selected the firm of KPMG Peat Marwick LLP to serve as
independent auditors of the Company for fiscal year 1999. KPMG Peat Marwick LLP
has served as independent auditors of the Company since May 1998. One or more
representatives of KPMG Peat Marwick LLP will be present at the meeting, will
have an opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
ANNUAL REPORT TO STOCKHOLDERS
The annual report of the Company for the year ended January 31, 1998
accompanies this Proxy Statement.
ANNUAL REPORT ON FORM 10-K
The Company will provide copies of the Company's Special Financial Report
on Form 10-K, including the financial statements and financial statement
schedules, as filed with the Securities and Exchange Commission (the "Special
Financial Report"), to eligible stockholders upon request at no cost to such
stockholders. The Company will also provide copies of the exhibits to the
Special Financial Report to eligible stockholders upon request, for which the
Company may impose a reasonable fee. Requests for copies of either the Special
Financial Report or the exhibits thereto should be mailed to:
Belk, Inc.
2801 West Tyvola Road
Charlotte, North Carolina 28217
Attention: Ralph A. Pitts, Executive Vice President,
General Counsel and Secretary
STOCKHOLDER PROPOSALS
Any stockholder proposals intended to be presented at the Company's 1999
Annual Meeting of Stockholders must be received by the Company no later than
April 2, 1999 in order to be considered for inclusion in the Proxy Statement and
form of proxy to be distributed by the Board of Directors in connection with
such meeting.
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OTHER MATTERS
The Board knows of no other matters to be brought before the meeting.
However, if any other matters should come before the meeting, the person named
in the proxy will vote such proxy in accordance with their judgment.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally or by
telephone, facsimile or mail by one or more employees of the Company. The
Company also will reimburse brokers, banks, nominees and other fiduciaries for
postage and reasonable clerical expenses of forwarding the proxy material to
their principals who are beneficial owners of the Company's Common Stock.
By Order of the Board of Directors,
/S/ Ralph A. Pitts
Ralph A. Pitts
Executive Vice President,
General Counsel and Secretary
Charlotte, North Carolina
August 3, 1998
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PROXY BELK, INC. APPENDIX
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON AUGUST 26, 1998
The undersigned hereby appoints John M. Belk, Thomas M. Belk, Jr., H.W.
McKay Belk and John R. Belk, and each of them, proxies, with full power of
substitution and resubstitution, for and in the name of the undersigned, to
vote all shares of stock of Belk, Inc., which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders to be held
on Wednesday, August 26, 1998 at 11:00 a.m., local time, at 2701 West Tyvola
Road, Charlotte, North Carolina 28217, and at any adjournment thereof, upon the
matters described in the accompanying Notice of Annual Meeting of Stockholders
and Proxy Statement, receipt of which is hereby acknowledged, and upon any
other business that may properly come before the meeting or any adjournment
thereof. Said proxies are directed to vote on the matters described in the
Notice of Annual Meeting and Proxy Statement as follows, and otherwise in their
discretion upon such other business as may properly come before the meeting or
any adjournment thereof.
To elect nine (9) Class A directors to terms expiring as follows: (a)
three (3) Class I directors whose terms will expire at the 1999 annual
meeting of stockholders; (b) three (3) Class II directors whose terms will
expire at the 2000 annual meeting of stockholders; and (c) three (3) Class
III directors whose terms will expire at the 2001 annual meeting of
stockholders.
[ ] FOR all nominees listed (except [ ] WITHHOLD AUTHORITY to
as marked to the contrary) vote for all nominees listed
Class I Class II Class III
------- -------- ---------
Thomas M. Belk, Jr. H.W. McKay Belk John M. Belk
J. Kirk Glenn, Jr. Karl G. Hudson, Jr. John R. Belk
Sarah Belk Gambrell B. Frank Matthews, II John A. Kuhne
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE
PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
August , 1998
-- -----------------------------------------
Please sign exactly as your name or
names appear hereon. Where more than one
owner is shown above, each should sign.
When signing in a fiduciary or
representative capacity, please give
full title. If this proxy is submitted
by a corporation, it should be executed
in the full corporate name by a duly
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU
ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.