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
Burlington Industries, Inc.
(Name of Registrant as Specified in its Charter)
Burlington Industries, Inc.
(Name of Person(s) Filing Proxy Statement, if other than 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:
[GRAPHIC]
BURLINGTON INDUSTRIES, INC.
3330 WEST FRIENDLY AVENUE
GREENSBORO, NORTH CAROLINA 27410
December 15, 1999
Dear Stockholder:
We cordially invite you to attend your Company's 2000 Annual Meeting of
Stockholders on Thursday, February 3, 2000. The meeting will be held at
Corporate Headquarters in Greensboro, North Carolina and will begin at 9:30 a.m.
The formal notice of meeting, proxy statement and form of proxy accompany
this letter and describe in detail the matters to be acted upon at the meeting.
As a stockholder, your vote is important. We urge you to execute and return
your proxy promptly whether or not you plan to attend so we may have as many
shares as possible represented at the meeting. Returning your completed proxy
will not prevent you from voting in person at the meeting if you wish to do so.
On behalf of your Board of Directors, thank you for your continued support
and interest in Burlington Industries, Inc.
Sincerely,
/s/ George W. Henderson, III
----------------------------
George W. Henderson, III
Chairman of the Board and
Chief Executive Officer
[GRAPHIC]
BURLINGTON INDUSTRIES, INC.
3330 WEST FRIENDLY AVENUE
GREENSBORO, NORTH CAROLINA 27410
-----------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 3, 2000
-----------------------------------------------
December 15, 1999
To the Holders of Common Stock of
BURLINGTON INDUSTRIES, INC.
The 2000 Annual Meeting of Stockholders of Burlington Industries, Inc. will
be held at the principal executive offices of the Company, 3330 West Friendly
Avenue, Greensboro, North Carolina on Thursday, February 3, 2000, at
9:30 a.m. for the following purposes:
1. To elect three Class II Directors to serve for a three-year term and
until the election and qualification of their respective successors;
2. To consider and act upon the selection of independent public accountants
to audit the books and accounts of the Company for the 2000 fiscal year;
and
3. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
Only the holders of record of Common Stock of the Company as of the close
of business on December 6, 1999, will be entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors,
/s/ Alice Washington Grogan
---------------------------
Alice Washington Grogan
Corporate Secretary
IMPORTANT -- YOUR PROXY IS ENCLOSED
Stockholders are requested to respond promptly. Proxies may be completed
electronically (by telephone or internet) or by signing, dating and returning
the enclosed Proxy in the envelope provided. The Company will pay the postage
for mailing in the United States.
BURLINGTON INDUSTRIES, INC.
3330 WEST FRIENDLY AVENUE
GREENSBORO, NORTH CAROLINA 27410
--------------------------------
PROXY STATEMENT
--------------------------------
ANNUAL MEETING OF STOCKHOLDERS, FEBRUARY 3, 2000
The enclosed Proxy is solicited on behalf of the Board of Directors of
Burlington Industries, Inc. (hereinafter "Burlington" or the "Company") and is
revocable at any time before it is exercised by written notice to the Secretary
of the Company, by submission of a Proxy bearing a later date or by voting in
person at the Meeting. Unless revoked, properly executed and returned Proxies
will be voted as specified thereon. If no choice is specified, the Proxy will be
voted in favor of proposals 1 and 2. The enclosed Proxy also will serve as
confidential voting instructions with respect to shares held by the Trustee
under Burlington's Employee's 401(k) Savings Plan (the "401(k) Plan"). This
Proxy Statement and the accompanying form of Proxy are being mailed to
stockholders on or about December 15, 1999.
The cost of soliciting Proxies will be borne by Burlington. Solicitation
may be made by the Company's officers, Directors or employees, personally or by
telephone or facsimile. In addition, Burlington has retained Morrow & Company,
Inc. to assist in the solicitation of Proxies and will pay that firm a fee
estimated not to exceed $6,000 plus out-of-pocket expenses. Burlington will
reimburse brokerage houses and other custodians, nominees and fiduciaries for
their reasonable out-of-pocket expenses for forwarding soliciting materials to
the beneficial owners of its Common Stock.
On December 6, 1999, the record date for the 2000 Annual Meeting of
Stockholders, there were outstanding 51,623,604 shares of common stock, par
value $.01 per share ("Common Stock"), having one vote each. Only holders of
Common Stock of record at the close of business on December 6, 1999 will be
entitled to vote at the Meeting.
1. ELECTION OF DIRECTORS
Burlington's Restated Certificate of Incorporation and Bylaws provide that
the number of Directors, as determined from time to time by the Board of
Directors, shall be not less than three nor more than fifteen. The Board of
Directors currently has fixed the number of Directors at nine. The Restated
Certificate of Incorporation and Bylaws further provide that Directors shall be
divided into three classes (Class I, Class II and Class III) serving staggered
three-year terms, with each class to be as nearly equal in number as possible.
In accordance with the recommendation of its Nominating Committee, the
Board of Directors has nominated, and recommends a vote FOR, Jerald A. Blumberg,
John D. Englar and Abraham B. Stenberg for election as Class II Directors for a
term expiring at the 2003 Annual Meeting and in each case until their respective
successors are elected and qualified. All nominees are currently Directors of
the Company whose terms expire at the 2000 Annual Meeting. David I. Margolis, a
Director, will retire from Burlington's Board of Directors in accordance with
the Board's retirement policy when his term of office expires at the 2000 Annual
Meeting. Other Directors who are remaining on the Board will continue in office
in accordance with their previous elections until the expiration of their terms
at the 2001 or 2002 Annual Meeting, as the case may be. Effective upon the
completion of elections of Directors at the 2000 Annual Meeting of Stockholders,
the Board of Directors has fixed the number of Directors at eight persons.
It is the intention of the persons named in the enclosed form of Proxy to
vote such Proxies for the election of the nominees listed herein. The proposed
nominees are willing to be elected and serve, but in the event any nominee at
the time of election is unable to serve or is otherwise unavailable for
election, it is intended that votes will be cast pursuant to the accompanying
Proxy for substitute nominees designated by the Board of Directors, unless the
Board of Directors reduces the number of Directors to be elected. The Board of
Directors is not aware of any circumstances under which the proposed nominees
would decline or become unable to serve.
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following information is furnished for each person who is nominated for
election as a Director or who is continuing as an incumbent Director: name, age,
whether such person is a nominee for election ("Nominee") or an incumbent
Director whose term does not expire at the 2000 Annual Meeting ("Incumbent"),
year in which term expires, length of service as a Director of the Company,
principal occupation and employment during the past five years, service on
boards of directors of other publicly-owned companies, and membership on
Committees of the Board of the Company.
JERALD A. BLUMBERG, 59 Nominee Term Expires in 2000
Mr. Blumberg has been President, Chief Executive Officer and a Director of
Ambar Inc., an oilfield services company, since January 1998. Prior thereto, he
was Executive Vice President of E.I. du Pont de Nemours and Co. until his
retirement at the end of 1997. Mr. Blumberg was elected to the Board of
Directors of Lubrizol Corporation in April 1999. He has been a Director of
Burlington since April 1998. Mr. Blumberg is Chairman of the
2
Audit Committee and a member of the Compensation and Benefits and Nominating
Committees.
JOHN D. ENGLAR, 52 Nominee Term Expires in 2000
Mr. Englar has been Senior Vice President, Corporate Development and Law
of Burlington since 1995. Prior thereto he was Senior Vice President, Finance
and Law and Chief Financial Officer of the Company. Mr. Englar has been a
Director of Burlington since 1990, and is Chairman of the Investment Committee.
GEORGE W. HENDERSON, III, 51 Incumbent Term Expires in 2002
Mr. Henderson has been Chairman of the Board of Directors of Burlington
since February 1998 and Chief Executive Officer since 1995. Prior thereto he
was President and Chief Operating Officer (from 1993). Mr. Henderson is also a
Director of Jefferson Pilot Corporation, The Research Triangle Foundation of
North Carolina and Wachovia Corporation. Mr. Henderson has been a Director of
Burlington since 1990, and is Chairman of the Executive Committee.
JOHN G. MEDLIN, JR., 66 Incumbent Term Expires in 2001
Mr. Medlin has served as Chairman Emeritus of Wachovia Corporation, a bank
holding company, since 1998. He served at Wachovia as non-executive Chairman of
the Board from 1994 to 1998 and as Chief Executive Officer from 1977 to 1993.
Mr. Medlin is also a director of BellSouth Corp., Media General, Inc., National
Service Industries, Inc., R. J. Reynolds Tobacco Holdings, Inc., US Airways
Group, Inc. and Wachovia Corporation. He has been a Director of Burlington
since 1994. Mr. Medlin is Chairman of the Nominating Committee and a member of
the Audit, Compensation and Benefits, and Executive Committees.
NELSON SCHWAB III, 54 Incumbent Term Expires in 2001
Mr. Schwab is co-founder of Carousel Capital, a merchant banking firm, and
has been Managing Director since its inception in 1996. He was Chairman and
Chief Executive Officer of Paramount Parks Inc., owner of theme amusement
parks, from 1992 until 1995. He is also a Director of Summit Properties, Inc.
and First Union National Bank of North Carolina. He has been a Director of
Burlington since 1995. Mr. Schwab is Chairman of the Compensation and Benefits
Committee and a member of the Executive, Investment, and Nominating Committees.
3
ABRAHAM B. STENBERG, 64 Nominee Term Expires in 2000
Mr. Stenberg has been Vice Chairman of Burlington since November 1997.
Prior thereto he was an Executive Vice President of the Company (from 1993) and
President and Chief Operating Officer of the Burlington Interior Furnishings
Group (from 1995). Mr. Stenberg has been a Director of Burlington since 1990,
and is a member of the Investment Committee.
THERESA M. STONE, 55 Incumbent Term Expires in 2001
Ms. Stone has been President of Jefferson-Pilot Communications Company and
Executive Vice President of Jefferson-Pilot Corporation since 1997. Prior
thereto she was President and Chief Executive Officer of Chubb Life Insurance
Company and Executive Vice President of Chubb Corporation (1994-1997) and
Senior Vice President of Chubb Corporation (1990-1994) . Ms. Stone was elected
to the Board in April 1999, and is a member of the Audit and Nominating
Committees.
W. BARGER TYGART, 64 Incumbent Term Expires in 2002
Mr. Tygart is President and Chief Executive Officer of e-Tygart Consulting
Services, an e-commerce consulting company formed in 1999. He served as Vice
Chairman (1997-1998) and a Director (1995-1998) of The J. C. Penney Company, a
retail marketing company. Prior thereto, Mr. Tygart was President and Chief
Operating Officer of The J. C. Penney Company from 1995 to 1997 and senior
executive vice president from 1992 to 1995. He has been a Director of
Burlington since April 1998 and is a member of the Audit, Compensation and
Benefits, and Executive Committees.
BOARD AND COMMITTEE MEETINGS; FUNCTIONS OF CERTAIN COMMITTEES
During the 1999 fiscal year, the Board of Directors met six times, the
Audit Committee and Investment Committee each met two times, the Nominating
Committee met three times, and the Compensation and Benefits Committee met five
times. Each of the Directors attended at least 75% of the meetings of the Board
and of each of the Committees on which he or she served except for Mr. Margolis
(who missed three Board meetings and the Committee meetings on those dates) and
Mr. Medlin (who missed one meeting of the Audit Committee).
The Audit Committee's principal responsibilities consist of recommending
the selection of independent auditors, reviewing the scope of the audit
conducted by such auditors, as well as the results of the audit itself,
reviewing Burlington's internal audit staff function and reviewing with
appropriate officers of the Company matters relating to financial reporting and
to accounting and auditing procedures and policies generally. It also submits to
the Board of Directors recommendations with respect to
4
financial reporting, accounting practices and policies and other appropriate
matters.
The Compensation and Benefits Committee has authority to formulate and give
effect to policies respecting salary, compensation and other matters relating to
employment of executive officers with Burlington, including, without limitation,
incentive compensation plans for such persons. The Committee also reviews and
makes recommendations with respect to pension, profit sharing and other
compensation plans of the Company.
The Nominating Committee's responsibilities are to review the size and
composition of the Board and the qualifications of possible candidates for the
Board and, as a result, to make recommendations respecting nominees to be
proposed for election. In addition, it is authorized to evaluate the existence,
composition and membership of the Committees of the Board of Directors and to
recommend a successor to the Chief Executive Officer in the event of a vacancy.
The Committee will consider recommendations made in writing by stockholders
respecting possible candidates for the Board of Directors to be elected at the
2001 Annual Meeting. Such recommendations must be received by the Secretary of
the Company not later than the latest date on which such stockholder could
otherwise nominate such person for Director pursuant to Burlington's Bylaws, and
must include a written consent of the possible candidate to be considered for a
nomination. The procedure for nominating candidates for Director is described
under "Proposals of Stockholders" below.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following Table sets forth, as of the most recent date for which
information is available, information with respect to each person known to the
Company (based on public filings) to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock. Beneficial ownership
disclosed in the Tables in this section has been determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934. Each of the owners listed
below has sole voting and investment power with respect to all of the shares
listed except as noted. In addition to the beneficial owners listed below, as of
October 31, 1999, the 401(k) Plan holds 3,644,391 shares of Common Stock (7.06%)
which is allocated to the accounts of the plan participants.
AMOUNT AND NATURE OF AS OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP DATE OF CLASS
- -------------------------------------- ---------------------- ---------- -----------
Reich & Tang Asset Management L.P. 5,248,100 10/5/99 10.15%
600 Fifth Avenue
New York, NY 10020-2302
Pzena Investment Management LLC 4,124,255(a) 9/30/99 7.88%
830 Third Avenue, 14th floor
New York, NY 10022-7522
FMR Corp. 3,636,000(b) 11/30/99 7.04%
82 Devonshire Street
Boston, MA 02109
Merrill Lynch Asset Management Inc. 2,969,106 9/30/99 5.67%
82 Devonshire Street
Boston, MA 02109
- -----------------------
(a) According to information provided by Pzena Investment Management, LLC, it
has sole investment power with respect to all of the above-listed shares and
sole voting power with respect to 3,804,680 of such shares.
(b) According to information provided by FMR Corp., it has sole investment power
with respect to all of the above-listed shares and sole voting power with
respect to none of such shares.
The following Table sets forth the number of shares of Common Stock
beneficially owned, as of November 20, 1999 by each Director and nominee for
Director, each of the named executive officers of Burlington (as defined in
"Executive Compensation -- Summary Compensation Table") and all Directors and
executive officers of the Company as a group.
6
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (A) OF CLASS
- ------------------------------------- ------------------------------------ ---------
Jerald A. Blumberg 16,500(b)(c) *%
John D. Englar 271,173(d) *
John P. Ganley 88,813(d)(e) *
George W. Henderson, III 666,772(d) 1.29
David I. Margolis 20,500(b)(c) *
John G. Medlin, Jr. 9,500(b)(c) *
Charles E. Peters, Jr. 79,025(d) *
Nelson Schwab III 5,250(b)(c) *
Abraham B. Stenberg 105,671(d) *
Theresa M. Stone 1,500(b)(c) *
W. Barger Tygart 1,500(b)(c) *
All Directors and executive officers
as a group (20 persons),
including the above 1,731,829(d)(e)(f)(g) 3.35%
- -----------------------
* Represents less than 1% of the class.
(a) Unless otherwise indicated in a footnote below, each Director and executive
officer possesses sole voting and sole investment power with respect to the
shares shown in the Table above.
(b) Includes 10,500 shares held in the name of Mr. Margolis, 7,500 shares held
in the name of Mr. Medlin, 5,250 shares held in the name of Mr. Schwab and
1,500 shares each held in the names of Ms. Stone and Messrs. Blumberg and
Tygart under the Directors Stock Plan, as to which such persons possess
voting power but not investment power.
(c) Does not include stock units held for the account of each non-employee
Director under the Director Stock Plan, as follows: Mr. Blumberg, 8,249.39
units; Mr. Margolis, 3,245.45 units; Mr. Medlin, 3,245.45 units; Mr. Schwab,
6,140.51 units; Ms. Stone, 6,497.48 units; and Mr. Tygart, 3,245.45 units.
(d) Includes for executive officers of Burlington shares in which they have
voting power, but not investment power, under the 401(k) Plan. Also includes
shares not currently owned but which are issuable upon exercise of stock
options under Burlington's Amended and Restated 1990 Equity Incentive Plan,
1992 Equity Incentive Plan, 1995 Equity Incentive Plan and 1998 Equity
Incentive Plan, which are currently exercisable, as follows: Mr. Englar,
194,861 shares; Mr. Ganley, 73,566 shares; Mr. Henderson, 476,428 shares;
Mr. Peters, 59,334 shares; Mr. Stenberg, 13,334 shares; and all executive
officers as a group (14 persons), 1,202,769 shares.
(e) Does not include 2,839 shares for Mr. Ganley and 645 shares for another
executive officer which relate to performance share awards granted under the
1995 Equity Incentive Plan which have been earned but have not yet been
paid. Such awards will be paid primarily in shares of Common Stock.
(f) Includes 5,000 restricted shares granted to one executive officer under the
1995 Equity Incentive Plan as to which such officer possesses voting power
but not investment power.
(g) Includes 31,801 shares owned by a family member of one executive officer who
disclaims beneficial ownership of such shares.
7
COMPENSATION OF DIRECTORS
An annual fee of $30,000 is paid to each Director who is not an employee of
the Company. No separate attendance fees are paid with respect to participation
in and attendance at Board or Committee meetings. No fees are paid to employee
Directors for their services in such capacity. Directors may participate, along
with all other employees of the Company, in Burlington's matching charitable
gifts program to qualifying educational institutions.
Each non-employee Director is awarded stock units at the end of each fiscal
quarter pursuant to the Company's Director Stock Plan (the "Stock Plan"). The
number of units is the number of shares of Common Stock that could be purchased
for $7,500 based on the average closing price of the Common Stock on the New
York Stock Exchange for the last five trading days prior to quarter end.
Non-employee Directors may elect to defer receipt of all or a portion of
their annual fees until the termination of Board service. Amounts deferred are
credited to the Director's stock unit account under the Stock Plan. Amounts
previously deferred by Directors under a prior plan have been transferred into
their stock unit accounts under the Stock Plan.
Upon retirement or death, the stock units credited to a Director's account
are paid in cash in either a lump sum or in installments over a period not
exceeding ten years, as elected by the Director. The Board Compensation and
Benefits Committee may accelerate payment of deferred amounts upon certain
change of control events as defined in the Stock Plan.
Upon first being elected to Burlington's Board of Directors, a non-employee
Director is awarded a one-time grant of 1,500 restricted shares of Common Stock
under the Stock Plan. Ownership of such shares vests upon the completion of one
year of service on the Board. Such stock grants are subject to (a) restrictions
on transfer and other disposition until completion of the Director's service on
the Board, and (b) forfeiture in whole or in part of unvested share awards in
the event the Director fails to complete the year of service.
8
REPORT OF THE COMPENSATION AND BENEFITS
COMMITTEE ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
Burlington's executive compensation program is designed to achieve superior
operating performance, thereby maximizing stockholder value, and to attract,
retain and motivate a highly qualified senior management team which is critical
to the Company's long-term success. The Compensation and Benefits Committee of
the Board of Directors (the "Committee") believes that these objectives can best
be obtained by directly tying executive compensation to meeting annual and
long-term financial performance goals and to appreciation in Burlington's stock
price.
In line with these objectives, the total compensation program for
Burlington's executive officers consists of three components:
1. Base salary.
2. Annual incentive compensation consisting of a cash bonus if designated
financial performance objectives are achieved.
3. Long-term equity incentives composed of stock related awards based on
achieving cumulative long-term financial objectives.
To support these fundamental principles, the portion of executives'
compensation related to annual incentive compensation and equity-based long-term
incentive plans is designed to be significant in relation to base salary,
especially for senior executives.
THE COMMITTEE
The Committee establishes compensation objectives and policies for
executive officers, sets compensation payable to executive officers under those
policies, administers each of Burlington's equity incentive plans and has
general oversight responsibility for incentive compensation and benefit plans.
The Committee is composed entirely of independent, non-employee Directors. The
Committee uses independent compensation consultants and compensation surveys
furnished and evaluated by such consultants to provide advice and data to assist
it in developing compensation that is competitive with other similarly-situated
United States industrial companies and which reinforce Burlington's objective of
aligning executive compensation with the interests of its stockholders.
9
BASE SALARY
The base salary of the Company's executive officers is determined by
evaluating the responsibilities of the position and individual performance. A
salary range is established for each position based on survey information of
salary levels of similarly-situated U.S. industrial companies, which Burlington
regards as the competitive marketplace for executive talent. Because of the
Company's size and diversification, the Committee has not limited these
comparisons to companies in the U.S. textile industry or companies reflected in
the Stock Performance Graph set forth below. These salary ranges are reviewed on
an annual basis and adjusted when appropriate. Actual salaries paid to
Burlington's executive officers are positioned within the salary range for their
position based upon their level of experience and performance. Mr. Henderson's
salary is below the median of salaries for chief executive officers of
industrial companies in the United States. In fiscal year 1999, Messrs.
Henderson, Peters and Ganley received salary increases.
ANNUAL INCENTIVE BONUS
Burlington's 1999 Annual Incentive Plan (the "1999 Plan"), in which
approximately 180 senior managers participated, provides for an annual bonus
based on achieving certain earnings per share (operating earnings before
interest and taxes for divisional participants) and return on invested capital
levels. For divisional participants, a portion of the available bonus is based
on division performance and a portion is based on corporate performance. For Mr.
Henderson and other corporate staff participants, the bonus opportunity is based
only on corporate performance.
Bonus awards are earned in proportion to the achievement of divisional and
corporate performance goals and, if threshold targets are met, will be based on
varying percentages (previously established by the Committee) of base salary,
depending on the Committee's determination of the executive officer's level of
contribution to the business unit's performance. The 1999 Plan is positioned so
that bonuses paid at target performance levels are at the median range of annual
incentive awards for similarly situated U.S. industrial companies. The Committee
reviewed and approved each of the performance standards for the Company,
individual divisions, and individual executive officers and, based upon the
advice of an independent compensation consultant, believes they are reasonable.
For fiscal year 1999, one division exceeded established performance goals;
payments were made to participants in that division in accordance with
provisions of the Plan. The remaining divisions and the overall corporation did
not achieve the goals set for the year under the 1999 Plan. Recognizing the
exceptional efforts made to strengthen the Company's position and improved
future performance, the Committee approved a
10
small discretionary bonus payment to division and corporate plan participants.
Aggregate payments to all participants under the 1999 Plan (including the
discretionary payment) were substantially lower than in 1998 and in previous
years.
LONG-TERM INCENTIVES
Burlington has provided long-term, stock-related incentives to key
executives and employees (including the named executive officers) under the 1998
Equity Incentive Plan. Awards under the Plan consist of options to purchase
shares of Common Stock and Performance Shares dependent upon achievement of
specified total shareholder return goals. The Plan permits awards of restricted
shares of Common Stock, although the Committee has used such awards only in
exceptional circumstances (e.g., new hires if the situation required). Options
also may be awarded under the 1995 Equity Incentive Plan to the extent
registered shares remain to be issued thereunder. The Equity Incentive Plans are
positioned so that targeted awards are at the lower median range of awards for
similarly-situated United States industrial companies.
The awards granted in fiscal year 1999 included stock options and, in some
cases (including the named executive officers), Performance Shares. These awards
are designed to further align management's incentives with the interests of
Burlington's stockholders and to reward executives for increases in stockholder
value. The stock options awarded were granted at the fair market value on the
grant date and, therefore, will only have value to the extent the Common Stock
increases in value over the exercise price. Performance Shares awarded may be
earned only if specified total shareholder return ("TSR") goals are achieved
during the period November 5, 1998 through November 4, 2001. TSR goals provide
for annual stock price growth ranging from 7% (at Threshold level) to 20% (at
Superior level performance). Stock price growth at less than Threshold level
would result in no Performance Shares being earned. Stock price growth at
Superior level performance will result in a maximum number of Performance Shares
being earned, that being two times the number of Performance Shares granted at
Target level.
Performance Units were awarded under the 1995 Equity Incentive Plan in
fiscal year 1996 which were dependent upon achievement of earnings and return on
invested capital goals over fiscal years 1996, 1997, and 1998. Only one division
of the Company met the targeted performance goals. Payment of these awards
occurs in three annual installments in fiscal years 1998, 1999, and 2000. Mr.
Ganley is the only named executive officer to receive this award. No Performance
Units were earned by any of the other named executive officers, including Mr.
Henderson.
11
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") limits the tax deductibility of certain compensation exceeding $1.0
million per year paid to a company's chief executive officer and its four other
highest paid officers in office at fiscal year end. The Company believes that
the impact, if any, of such limitation is immaterial to the Corporation with
respect to fiscal year 1999. The Equity Incentive Plans are structured so as to
preserve the tax deduction for performance-based compensation paid thereunder.
The Committee will continue to monitor this tax law and evaluate whether any
modifications should be made to Burlington's compensation programs in future
years.
COMPENSATION AND BENEFITS COMMITTEE
Nelson Schwab III, Chairman
Jerald A. Blumberg
David I. Margolis
John G. Medlin, Jr.
W. Barger Tygart
12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Table sets forth information regarding the compensation of
Burlington's Chief Executive Officer and each of its four most highly
compensated senior executive officers (collectively, the "named executive
officers") for services in all capacities to the Company in fiscal years 1999,
1998 and 1997.
LONG TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ------------ ----------
OTHER
ANNUAL SECURITIES LTIP ALL OTHER
COMPEN- UNDERLYING PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($)(1) OPTIONS(#) ($)(2) SATION($)(3)
- ----------------------------- ------ ----------- ---------- -------------- ----------- -------- -------------
George W. Henderson, III 1999 595,000 25,000 -- 80,000 -- 6,400
Chairman of the Board and 1998 540,000 552,100 -- 50,000 -- 1,947
Chief Executive Officer 1997 530,000 350,000 -- -- 381,816 9,438
Abraham B. Stenberg 1999 450,000 56,600 27,093 40,000 -- 6,400
Vice Chairman 1998 435,417 349,200 -- 25,000 -- 1,947
1997 422,917 285,000 -- -- 552,000 9,008
Charles E. Peters, Jr. 1999 305,000 15,000 673 38,000 -- 6,400
Senior Vice President and 1998 255,000 140,500 -- 40,000 -- 1,872
Chief Financial Officer 1997 246,250 100,000 -- -- -- 947
John D. Englar 1999 285,000 15,000 1,615 40,000 -- 6,400
Senior Vice President, 1998 266,667 157,000 -- 10,000 -- 1,947
Corporate Development 1997 263,750 95,000 -- -- 152,727 9,500
and Law
John P. Ganley 1999 264,583 15,000 1,058 24,500 66,000 6,400
President, Burlington 1998 250,000 225,600 -- 35,000 88,000 1,918
House Division 1997 207,500 190,000 -- -- 16,653 947
- -----------------------
(1) The amounts in this column are the amounts equivalent to interest, earned on
deferred compensation, in excess of 120% of the long term annual federal
rate, compounded quarterly.
(2) The amounts shown in this column were paid upon achievement of specified
aggregate performance goals in connection with Performance Units awarded
under the 1992 and 1995 Equity Incentive Plans and were paid primarily in
shares of Common Stock valued at fair market value on the payment date. For
Messrs. Henderson, Stenberg and Englar, the amounts paid in 1997 relate to
awards which vested in 1995 and were payable over a three-year period. For
Mr. Ganley, the amounts paid in 1998 and 1999 relate to an award which
vested in 1998 and is payable over a three-year period.
(3) The amounts in this column for 1997 and 1998 are the value of shares of
Burlington's Common Stock allocated to the named executive officers'
accounts under Burlington's Employee Stock Ownership Plan (merged into the
401(k) Plan effective 1/1/99), valued on the respective allocation dates.
For 1999, the amounts in this column are Burlington's contributions (half
held in cash and half used for purchase of Common Stock) to the 401(k) Plan
with respect to the named executive officers.
13
STOCK OPTIONS AND PERFORMANCE UNITS
The following Table shows information about stock options granted to each
of the named executive officers during fiscal year 1999. No SARs were granted to
any of the named executive officers during fiscal year 1999.
OPTION GRANTS IN FISCAL YEAR 1999
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS POTENTIAL REALIZABLE
UNDERLYING GRANTED TO VALUE AT ASSUMED
OPTIONS EMPLOYEES IN ANNUAL RATES OF STOCK
NAME GRANTED (#) FISCAL YEAR EXERCISE OR PRICE APPRECIATION
- -------------------------- ------------- -------------- BASE PRICE EXPIRATION FOR OPTION TERM
($/SHARE) DATE 5% ($) 10% ($)
------------ ----------- --------- ----------
George W. Henderson, III 80,000 7.3 9.1875 11/05/08 462,238 1,171,401
Abraham B. Stenberg 40,000 3.7 9.1875 11/05/08 231,119 585,700
Charles E. Peters, Jr. 28,000 2.6 9.1875 11/05/08 161,783 409,990
10,000 0.9 7.9375 7/20/09 49,919 126,503
John D. Englar 25,000 2.3 9.1875 11/05/08 144,449 366,063
15,000 1.4 7.9375 7/20/09 74,878 189,755
John P. Ganley 24,500 2.2 9.1875 11/05/08 141,560 358,741
The following Table shows information about stock options held by each of
the named executive officers at the end of fiscal year 1999 (the value being the
difference between the closing price of Burlington's Common Stock on October 1,
1999 and the respective option prices). No SARs are held by any of the named
executive officers.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF SECURITIES
SHARES UNDERLYING
ACQUIRED ON UNEXERCISED OPTIONS
NAME EXERCISE (#) AT FISCAL YEAR-END (#)
- -------------------------- -------------- VALUE ----------------------------
REALIZED ($) EXERCISABLE UNEXERCISABLE
------------- ------------- --------------
George W. Henderson, III 0 0 476,428 103,334
Abraham B. Stenberg 0 0 13,334 51,666
Charles E. Peters, Jr. 0 0 59,334 68,666
John D. Englar 0 0 194,861 41,666
John P. Ganley 0 0 73,566 51,334
The following table shows information about performance shares granted
under Burlington's 1998 Equity Incentive Plan to each of the named executive
officers during fiscal 1999.
14
LONG-TERM INCENTIVE PLANS -- AWARDS IN FISCAL YEAR 1999
NAME NUMBER OF SHARES (#) PERFORMANCE PERIOD UNTIL PAYOUT
- -------------------------- ---------------------- --------------------------------
George W. Henderson, III 0 - 25,800 11/5/98 - 11/4/01
Abraham B. Stenberg 0 - 14,000 11/5/98 - 11/4/01
Charles E. Peters, Jr. 0 - 7,800 11/5/98 - 11/4/01
John D. Englar 0 - 7,800 11/5/98 - 11/4/01
John P. Ganley 0 - 6,800 11/5/98 - 11/4/01
The number of performance shares which may be earned ranges from zero to the
maximum number shown depending upon the executive officer's employment status
and total shareholder return (the percentage increase of a rolling 20-trading
day average of the closing prices of the Common Stock as reported on the New
York Stock Exchange Composite Transactions over the rolling average for the 20
trading days ending on 11/5/98, which was $8.76). Superior level performance
will be achieved, and the maximum number of performance shares earned, if the
rolling average increases 173% to $15.15 at any time during the period 11/5/98
to 11/4/01. If superior level performance is not achieved, the number of
performance shares earned will be based on the highest rolling average achieved
during the six month period ending 11/4/01. Performance shares will be paid in
shares of Common Stock, cash or a combination thereof.
RETIREMENT PLANS
RETIREMENT SYSTEM
Each eligible employee, including the named executive officers, may elect
to participate in Burlington's "Retirement System", which is a defined-benefit
plan qualified under the Internal Revenue Code. Both individual and Company
contributions are made to the Retirement System. Employee contributions
represent a fixed percentage of base salary, calculated at the rate of 1.5% or
3.0%, as the employee elects, of base salary up to $6,600 plus 3.0% of base
salary in excess of $6,600 each plan year, subject to maximum participating
earnings levels established by the Internal Revenue Service ("IRS").
The Retirement System provides an annual benefit payable to an eligible
member at age 65 equal to the greater of (a) the sum of (i) the number of years
of continuous participation prior to October 1, 1984, multiplied by the sum of
0.75% of the first $12,000 of annual salary at September 30, 1984, plus 1.5% of
the excess over $12,000, and (ii) one-half of the member's contributions after
September 30, 1984, (b) one-half of the member's total contributions, or (c) an
amount determined under applicable Federal law requiring a minimum return on a
participant's personal contributions. This benefit represents a life annuity
with a guaranteed minimum return of personal contributions and may, at the
participant's election, be paid as a lump sum discounted to a present value at
rates set by the plan or applicable regulations. Benefits are not subject to
offset for Social Security benefits or other amounts. Contributions made by the
Company to the Retirement System in respect of a specified person cannot
15
readily be separately or individually calculated by the actuaries of the
Retirement System.
The credited years of service to date under the Retirement System for named
executive officers are as follows: Mr. Henderson -- 20, Mr. Stenberg -- 39, Mr.
Peters -- 3, Mr. Englar -- 14, and Mr. Ganley -- 22. Covered remuneration under
the Retirement System for such individuals is the base salary amount described
in the first paragraph of "Employment Agreements" below, subject to limitations
on amount imposed under Federal regulations. Estimated annual benefits payable
upon retirement under the Retirement System at age 65 to the named executive
officers (which benefits are fully vested), assuming no increase in present
salary levels, would be: Mr. Henderson -- $210,497; Mr. Stenberg -- $151,889;
Mr. Peters -- $105,847; Mr. Englar -- $96,149; and Mr. Ganley -- $112,863.
Benefits provided under the Retirement System are subject to certain
restrictions and limitations under the Code and applicable regulations
promulgated thereunder, as in effect from time to time, and the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Under a benefits
equalization plan, Burlington will pay to certain participants in the Retirement
System upon retirement supplemental benefits equal to the reduction in such plan
benefits mandated by maximum benefit and salary limitations established under
the Code and ERISA. Such supplemental amounts are reflected in the individual
annual benefits indicated in the next preceding paragraph.
SUPPLEMENTAL PRE-RETIREMENT/POST-RETIREMENT PLAN
The named executive officers participate in the Supplemental Pre-Retirement
and Post-Retirement Benefits Plan (the "Benefits Plan"). In the event of the
death before retirement of a named executive officer prior to age 65, the
Benefits Plan provides a pre-retirement survivor benefit of 120 monthly payments
equal to (a) in the case of Mr. Stenberg, one-half of the greater of (i) the
monthly base salary on the January 1 occurring concurrently with or immediately
preceding such person's death or (ii) the average of the monthly base salary on
January 1 for each of the previous five years (such greater amount being
referred to as the "Monthly Base Salary") and (b) in the case of Messrs.
Henderson, Peters, Englar and Ganley, one-half of their Monthly Base Salary in
the case of death prior to age 60, thereafter decreasing by 5% each year to 25%
of Monthly Base Salary if death occurs at or after age 64. The Benefits Plan
also provides a post-retirement benefit, payable over 10 years, equal in total
to one and one-half times the greater of (a) final annual base salary as of the
January 1 occurring concurrently with or immediately preceding retirement or (b)
an average of annual base salary on January 1 for each of the five years
preceding retirement (such greater amount being referred to as the "Annual
16
Base Salary"). The Benefits Plan also provides a post-retirement death benefit
equal to the named executive officer's Annual Base Salary. Prior to retirement,
the named executive officer may elect to convert such post-retirement death
benefit to a monthly payment over a ten-year period. Any payments in the future
will depend upon the Annual Base Salary level of the named executive officer at
that time and whether he or she meets all the terms and conditions of the
Benefits Plan, including refraining from engaging in any activities materially
competitive with the business of the Company.
Each named executive officer who attains age 50 and completes 10 years of
service with Burlington (currently each of them other than Messrs. Peters and
Ganley) has a nonforfeitable right to receive benefits accrued under the
post-retirement benefits portions of the Benefits Plan. Any named executive
officer who receives post-retirement benefits before age 65 will have his
benefits reduced by a factor of 5% for each year remaining until he attains age
60 and reduced by a factor of 3% for each year remaining between age 61 and 65.
For each of the named executive officers, (a) the monthly pre-retirement
survivor benefit (to be paid for 120 months) calculated assuming the death of
the participant as of December 1, 1999, would be: Mr. Henderson -- $22,500; Mr.
Stenberg -- $18,750; Mr. Peters -- $12,083; Mr. Englar -- $11,875; and Mr.
Ganley -- $10,417; (b) the aggregate post-retirement benefits (payable over 10
years) calculated assuming retirement as of December 1, 1999, at current plan
salary would be: Mr. Henderson -- $360,000; Mr. Stenberg -- $1,091,250; Mr.
Englar -- $192,375; and Messrs. Peters and Ganley -- $0; and (c) the
post-retirement death benefit calculated assuming death of the participant as of
December 1, 1999, would be: Mr. Henderson -- $240,000; Mr. Englar -- $128,250;
and Messrs. Stenberg, Peters and Ganley -- $0.
Effective after December 1, 1999, the Company has adopted a new
Supplemental Executive Retirement Plan and has entered into certain split dollar
life insurance agreements with the named executive officers and other senior
management employees. These plans replace the Benefits Plan described above. The
Supplemental Executive Retirement Plan will provide the named executive officers
with the survivor benefits provided by the Benefits Plan and post-retirement
benefits of two and one-half times Annual Base Salary, reduced in the event of
early retirement as described above. The split dollar life insurance agreements
will provide the named executive officers with life insurance whose death
benefit is approximately two times annual base salary plus target bonus, less
the aggregate premiums paid by the Company to such date.
17
EMPLOYMENT AGREEMENTS
Burlington has employment agreements with the named executive officers
providing for employment through December 31, 2000 (except for Mr. Ganley whose
agreement provides for employment through December 31, 1999). These agreements
provide, among other things, for minimum annual salaried compensation. Current
annual salaries are as follows: Mr. Henderson -- $600,000; Mr. Stenberg --
$450,000; Mr. Peters -- $350,000; Mr. Englar -- $285,000; and Mr. Ganley --
$275,000.
The employment agreements with the named executive officers provide that in
the event of a voluntary termination of employment for "good reason" or an
involuntary termination of employment "without cause", such executive will
receive a lump sum in cash equal to (x) the salary that would have been payable
over the "severance period" of the agreement had such executive not been
terminated plus (y) the amount of the target incentive bonus payment for the
year in which termination occurred, times the number of years or partial years
in the "severance period". The executive also is entitled to continue
participating in all applicable benefit and welfare plans of the Company during
the "severance period". With regard to such termination, the "severance period"
is two years for Mr. Henderson, one and one-half years for Messrs. Stenberg,
Peters and Englar, and one year for Mr. Ganley. "Good reason" means a failure to
pay compensation due and payable, a reduction in compensation level (other than
changes to incentive or benefit plans affecting all executives), an assignment
of duties resulting in a diminution of the executive's position, authority,
duties or responsibilities which is not agreed to by the executive, or a change
in employment requirements which the Compensation and Benefits Committee
determines subjects the executive to an unfair change of circumstances.
All the employment agreements provide that in the event of a voluntary
termination of employment for "good reason" or an involuntary termination of
employment "without cause" which occurs within two years of a "change of
control", the "severance period" shall mean three years. In the event of
disability (as defined in the agreements), the employment agreements provide
that Burlington may terminate the agreement and provide the executive with
salary payments and benefits for one year in the case of Mr. Henderson and six
months in the case of Messrs. Stenberg, Peters, Englar and Ganley. Further, all
the employment agreements provide that in the event of an involuntary
termination for cause where such conduct is not found to be willful, the
executive will receive a lump sum equal to the present value of the amount
payable under the terms of the Company's payroll severance policy applicable to
such employee.
18
CHANGE OF CONTROL ARRANGEMENTS
In addition to the provisions of the employment agreements discussed above,
the agreements which Burlington has entered into with each of the named
executive officers in connection with the Benefits Plan contain provisions under
which such officer's rights to receive pre-retirement survivor benefits and
post-retirement benefits automatically, upon the occurrence of a "change of
control" of the Company, become fully vested, nonforfeitable and payable on
normal payment dates at 100% of benefit level (without regard to reductions of
benefits arising from early retirement). Such officers have also entered into
agreements with Burlington in connection with each of the Equity Incentive Plans
under which such officers' awards of stock options and performance shares will
fully vest if their employment is terminated "without cause" or they voluntarily
terminate their employment for "good reason", in each case within two years
after the occurrence of a "change of control" of the Company.
19
STOCK PERFORMANCE GRAPH
The following is a line graph presentation comparing the yearly percentage
change in the cumulative total shareholder return on Burlington's Common Stock
with the cumulative total return on the Standard & Poor's 500 Stock Index and a
peer group index for the period from September 30, 1994 to October 1, 1999
(assuming reinvestment of any dividends and an investment of $100 in each on
September 30, 1994):
[BAR CHART APPEARS HERE]
9/30/94 9/29/95 9/27/96 9/26/97 10/2/98 10/1/99
------------ ------------ ------------ ------------ ------------ ------------
Burlington Industries, Inc.... $ 100.00 $ 120.24 $ 95.24 $ 135.71 $ 86.31 $ 49.40
S&P 500 ...................... 100.00 129.74 155.87 219.23 236.22 306.24
Peer Group ................... 100.00 102.41 107.89 146.39 93.26 69.40
This peer group consists of Burlington Industries, Inc., Cone Mills
Corporation, Culp, Inc., Delta Woodside Industries, Inc., The Dixie Group, Inc.,
Dyersburg Corporation, Fab Industries, Inc., Forstmann & Company, Inc., Galey &
Lord, Inc., Guilford Mills, Inc., Mohawk Industries, Inc., Springs Industries,
Inc., Texfi Industries, Inc. and Unifi, Inc.
2. SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The appointment of auditors is approved annually by the Board of Directors
and subsequently submitted to the stockholders for ratification. In recommending
the ratification by the stockholders of the appointment of Ernst & Young LLP,
the Board of Directors is acting upon the recommendation of the Audit Committee,
which is composed entirely of non-employee Directors and which has satisfied
itself as to the firm's professional competence and standing. In making its
recommendation, the Audit
20
Committee has taken into consideration the audit scope and audit fees associated
with such retention. A representative of Ernst & Young LLP will attend the 2000
Annual Meeting of Stockholders to answer appropriate questions and to make any
statement that such representative may desire to make.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2, THE APPROVAL OF
THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT
THE BOOKS AND ACCOUNTS OF THE CORPORATION FOR THE 2000 FISCAL YEAR, AND YOUR
PROXY WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE.
3. OTHER BUSINESS
Management of the Company is not aware of any other business which may be
presented for action at the 2000 Annual Meeting; however, the enclosed Proxy
confers discretionary authority with respect to matters that are not known to
the Board at the date hereof and which may properly come before the meeting. It
is the intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on any such matter.
VOTE REQUIRED FOR APPROVAL
Votes with respect to matters submitted to stockholders at the 2000 Annual
Meeting will be tabulated and certified by a representative of First Union
National Bank, the Company's transfer agent, who will be appointed as an
independent inspector of election. The presence in person or by proxy of the
holders of a majority of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting shall constitute a quorum for the transaction of business
at the Annual Meeting. Treasury shares shall not be counted for quorum purposes
and shall not be voted for any purpose at the Annual Meeting. Although
abstentions and broker non-votes (matters subject to vote on validly submitted
proxies for which no vote is indicated) are counted for purposes of determining
whether a quorum is present at the Annual Meeting, they are not treated as votes
cast on any matter as to which no voting instruction is indicated. The vote
required to elect each Director is a plurality of the votes cast at the Meeting.
On all matters other than the election of Directors, the affirmative vote of the
holders of a majority of the shares of Common Stock present in person or by
proxy at the Annual Meeting and entitled to vote is required. An abstention will
in effect constitute a vote against any such matter while a broker non-vote will
not be counted.
21
PROPOSALS OF STOCKHOLDERS
In order for proposals by stockholders to be considered for inclusion in
the Proxy and the Proxy Statement for the 2001 Annual Meeting, such proposals
must be received by the Secretary of the Company at P.O. Box 21207, Greensboro,
North Carolina 27420 no later than August 17, 2000.
Burlington's Bylaws set forth certain procedures stockholders must follow
in order to nominate a director or present any other business at an Annual
Meeting of Stockholders. In addition to any other applicable requirements, for
business to be properly brought before the 2001 Annual Meeting by a stockholder,
such stockholder must have given timely notice thereof in proper written form to
the Secretary of the Company. To be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at the principal executive
offices of the Company not less than 90 days nor more than 120 days prior to the
anniversary date of the 2000 Annual Meeting, provided that if the 2001 Annual
Meeting is called for a date that is not within 30 days before or after such
anniversary date, notice by the stockholder must be so received not later than
the close of business on the tenth day following the day on which notice of the
date of the 2001 Annual Meeting is mailed or public disclosure of the date of
the 2001 Annual Meeting is made, whichever first occurs. The Bylaw provisions
relating to advance notice of business to be transacted at Annual Meetings may
be obtained from the Secretary of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Burlington's
directors and executive officers, and any persons who own beneficially more than
10% of the outstanding Common Stock, to file with the Securities and Exchange
Commission and the New York Stock Exchange reports disclosing their ownership of
and transactions in the Common Stock. To the Company's knowledge, based solely
on a review of the copies of such reports furnished to Burlington and written
representations that no such reports were required during the fiscal year ended
October 2, 1999, Burlington's directors and executive officers complied with all
Section 16(a) filing requirements.
22
Availability of Form 10-K
Burlington's Annual Report on Form 10-K with respect to the fiscal year
ended October 2, 1999, as well as the Proxy Statement and the 1999 Annual Report
to Stockholders, may be accessed through the Company's World Wide Web site
(www.burlington.com). A copy of the Form 10-K is available without charge upon
written request to Mr. J. Ross Haymes, Manager of Investor Relations and Chief
Economist, Burlington Industries, Inc., P.O. Box 21207, Greensboro, North
Carolina 27420. Such request must include a good faith representation that, as
of December 6, 1999, the person making such request was a beneficial owner of
shares of Common Stock.
Stockholders are urged to specify choices on the enclosed Proxy and to date
and return it in the enclosed envelope. Your prompt response will be
appreciated.
By Order of the Board of Directors,
/s/ Alice Washington Grogan
---------------------------
Alice Washington Grogan
CORPORATE SECRETARY
December 15, 1999
23
(logo) Burlington Industries, Inc.
VOTE BY TELEPHONE OR INTERNET
QUICK *** EASY *** IMMEDIATE
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE: You will be asked to enter a CONTROL NUMBER located in the
box.
- --------------------------------------------------------------------------------
OPTION A: To vote as the Board of Directors recommends on ALL proposals:
Press 1.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OPTION B: If you choose to vote on each item separately, press 0. You will
hear these instructions:
- --------------------------------------------------------------------------------
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9. To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and
listen to the instructions.
Item 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
The instructions are the same for all remaining items to be voted.
When asked, please confirm your vote by pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS www.proxybynet.com/burlington
IF YOU VOTE BY PHONE OR INTERNET - DO NOT MAIL THE PROXY CARD
THANK YOU FOR VOTING
CALL ** TOLL FREE ** ON A TOUCH-TONE TELEPHONE -----------------------------
1-800-659-8688 - ANYTIME 00 000 67
There is NO CHARGE to you for this call. -----------------------------
CONTROL NUMBER FOR
TELEPHONIC/INTERNET VOTING
[BURLINGTON INDUSTRIES, INC. LOGO APPEARS HERE]
(arrow) FOLD AND DETACH HERE AND READ REVERSE SIDE (arrow)
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of Directors
Nominees: 01 Jerald A. Blumberg, 02 John D. Englar and 03 Abraham B. Stenberg
[ ] FOR all nominees [ ] Withhold authority [ ] For, except withhold vote from the
to vote for all nominees following nominee(s)___________
2. Approval of the selection of Ernst & Young LLP as independent public
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
I plan to attend the Annual Meeting of Stockholders on February 3, 2000. [ ] YES [ ] NO
I want to access Burlington's Annual Report and Proxy Statement electronically
in the future and do not want to receive paper copies of these documents in the
mail. [ ] YES [ ] NO
(Signature)__________________________________
(Signature)__________________________________
Date:_______________________________________
IMPORTANT: Please sign exactly as name
appears hereon and date proxy in the blank
space provided above. For joint accounts,
each joint owner must sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give your full title as
such. If signing for a corporation, indicate
your capacity.
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll-free 1-800-659-8688 on a Touch-Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2 Vote by Internet at our Internet Address: WWW.PROXYBYNET.COM/BURLINGTON
or
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
PLEASE VOTE
(arrow) FOLD AND DETACH HERE (arrow)
- --------------------------------------------------------------------------------
[BURLINGTON INDUSTRIES, INC. LOGO APPEARS HERE]
Proxy for Annual Meeting of Stockholders
February 3, 2000
The undersigned hereby (a) appoints Alice Washington Grogan and Robert A.
Wicker, and each of them, proxies with full power of substitution, to vote the
stock the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders of Burlington Industries, Inc. to be held at the offices of the
Company , 3330 West Friendly Avenue, Greensboro, North Carolina, on February 3,
2000, and at any adjournment thereof, with all the powers the undersigned would
possess if personally present, as specified on the reverse side of this card on
proposals 1 and 2, and in their discretion upon any other matters that may
properly come before the meeting and any adjournment thereof and (b) directs the
Trustee of the Burlington Industries, Inc. Employee's 401(k) Savings Plan (the
"401(k) Plan") to vote all of the shares allocated to the undersigned's 401(k)
Plan account at such 2000 Annual Meeting of Stockholders, and at any adjournment
thereof, as specified on the reverse side of this card on proposals 1 and 2, and
in the Trustee's discretion upon any other matters that may properly come before
the meeting and any adjournment thereof. If the Trustee does not receive the
undersigned's voting instructions by 5:00 p.m. EST on January 31, 2000, the
Trustee will vote the shares allocated to the undersigned's 401(k) Plan account
in proportion to those shares held in other accounts in the 401(k) Plan for
which voting instructions have been received by the Trustee.
This Proxy is solicited on behalf of the Board of Directors. This Proxy will be
voted as provided on the reverse side. If not otherwise specified, this Proxy
will be voted FOR each Director nominee and FOR item 2.
IF YOU ARE NOT VOTING BY TELEPHONE OR THE INTERNET, PLEASE VOTE, SIGN AND DATE
THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE. THANK
YOU FOR YOUR PROMPT RESPONSE.
(logo) Burlington Industries, Inc.
Proxy for Annual Meeting of Stockholders
February 3, 2000
The undersigned hereby (a) appoints Alice Washington Grogan and Robert A.
Wicker, and each of them, proxies with full power of substitution, to vote the
stock the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders of Burlington Industries, Inc. to be held at the offices of the
Company, 3330 West Friendly Avenue, Greensboro, North Carolina, on February 3,
2000, and at any adjournment thereof, with all the powers the undersigned would
possess if personally present, as specified on the reverse side of this card on
proposals 1 and 2, and in their discretion upon any other matters that may
properly come before the meeting and any adjournment thereof and (b) directs the
Trustee of the Burlington Industries, Inc. Employee's 401(k) Savings Plan (the
"401(k) Plan") to vote all of the shares allocated to the undersigned's 401(k)
Plan account at such 2000 Annual Meeting of Stockholders, and at any adjournment
thereof, as specified on the reverse side of this card on proposals 1 and 2, and
in the Trustee's discretion upon any other matters that may properly come before
the meeting and any adjournment thereof. If the Trustee does not receive the
undersigned's voting instruction by 5:00 p.m. EST on January 31, 2000, the
Trustee will vote the shares allocated to the undersigned's 401(k) Plan account
in proportion to those shares held in other accounts in the 401(k) Plan for
which voting instructions have been received by the Trustee.
This Proxy is solicited on behalf of the Board of Directors. This Proxy
will be voted as provided on the reverse side. If not otherwise specified, this
Proxy will be voted FOR each Director nominee and FOR item 2.
If you are not voting by telephone or the internet, please vote, sign and
date this Proxy on the reverse side and return it in the enclosed envelope.
Thank you for your prompt response.
- --------------------------------------------------------------------------------
(arrow) FOLD AND DETACH HERE (arrow)
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. Call toll free 1-800-659-8917 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call.
or
2 Vote by Internet at our Internet Address: www.proxybynet.com/burlingtonemp
or
3. Mark, sign and date your proxy card and return it promptly in the enclosed
postage paid return envelope.
PLEASE VOTE
The Board of Directors recommends a Please mark [X]
vote FOR proposals 1 and 2. your votes as
indicated in
this example
1. Election of Directors
FOR all nominees WITHHOLD For, except withhold
listed to the right AUTHORITY vote from the following
(except as marked to vote for all nominees nominee(s)
to the contrary) listed to the right
[ ] [ ] [ ]
Nominees: 01 Jerald A. Blumberg, 02 John D. Englar and 03 Abraham B. Stenberg
___________________________________________________________________________
2. Approval of the selection of Ernst & Young I want to access Burlington's
LLP as independent public accountants. Annual Report and Proxy
Statement electronically in
FOR AGAINST ABSTAIN the future and do not want to
[ ] [ ] [ ] receive paper copies. [ ]
I plan to attend the Annual Meeting of
Stockholders on February 3, 2000. [ ]
____________________________________________
(Signature)
____________________________________________
(Signature)
Date: _______________________________________
IMPORTANT: Please sign exactly as name
appears hereon and date proxy in the blank
space provided above. For joint accounts,
each joint owner must sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give your full title as
such. If signing for a corporation, indicate
your capacity.
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(arrow) FOLD AND DETACH HERE (arrow)
(graphic) VOTE BY TELEPHONE OR INTERNET (graphic)
QUICK *** EASY *** IMMEDIATE
You may appoint proxies to vote your shares of Burlington Industries, Inc.
Common Stock by telephone, internet or by signing, dating and returning the
proxy card above. Voting by telephone or internet is available 24 hours a day, 7
days a week and reduces postage costs for your Company.
VOTE BY TELEPHONE: You will be asked to enter a CONTROL NUMBER which is located
in the box in the lower right hand corner of this form.
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OPTION A: To vote as the Board of Directors recommends on ALL proposals: Press
1.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OPTION B: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
- --------------------------------------------------------------------------------
Item 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9. To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and
listen to the instructions. Item 2: To vote FOR, press 1; AGAINST,
press 9; ABSTAIN, press 0. When asked, please confirm your vote by
pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS www.proxybynet.com/burlingtonemp
- --------------------------------------------------------------------------------
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF VOTED BY TELEPHONE OR INTERNET.
- --------------------------------------------------------------------------------
THANK YOU FOR VOTING
Call ** Toll Free ** On a Touch-Tone Telephone -----------------------------
1-800-659-8917 - ANYTIME CONTROL NUMBER
There is NO CHARGE to you for this call. FOR TELEPHONE/INTERNET VOTING
-----------------------------