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EXHIBIT 99.2
PROXY
THE BIBB COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
ON SEPTEMBER 28, 1998
The undersigned hereby appoints Michael L. Fulbright and Charles R. Tutterow,
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 common stock of
The Bibb Company ("Bibb") which the undersigned would be entitled to vote if
personally present at the Special Meeting of Stockholders to be held on
September 28, 1998, at 8:00 a.m., local time, at The Georgian Club, 100 Galleria
Parkway, 17th Floor, Atlanta, Georgia, or at any adjournment thereof, upon the
matters described in the accompanying Notice of Special Meeting of Stockholders
and Joint Proxy Statement/Prospectus, receipt of which is hereby acknowledged,
and upon any other business that may properly come before the Special Meeting of
Stockholders or any adjournment thereof. Said proxies are directed to vote on
the matters described in the Notice of Special Meeting of Stockholders and Joint
Proxy Statement/Prospectus as follows, and otherwise in their discretion upon
such other business as may properly come before the Special Meeting of
Stockholders or any adjournment thereof.
1. To consider and vote upon a proposal to approve the Agreement and Plan of
Merger dated as of June 28, 1998, as amended August 14, 1998, between Dan
River Inc. ("Dan River") and Bibb (the "Merger Agreement") pursuant to which,
among other things, (a) Bibb will merge with and into Dan River (the
"Merger") and (b) each outstanding share of common stock, $.01 par value per
share (the "Common Stock"), of Bibb will be converted into the right to
receive, at the election of the holder thereof, 0.84615 shares of Dan River
Class A Common Stock or cash in an amount equal to $16.50 (the "Merger
Consideration"), subject to proration.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued and to be signed on reverse side)
(continued from other side)
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ABOVE-STATED PROPOSALS.
DATE: , 1998
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Please sign exactly as your
name or names appear hereon.
For more than one owner as
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 the partnership
name by an 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 SPECIAL MEETING ON SEPTEMBER 28,
1998. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.