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 Section 240.14a-11(c)
or Section 240.14a-12
BURKE MILLS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
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):
N/A
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
[ ] 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:
N/A
2) Form, Schedule or Registration Statement No.:
N/A
3) Filing Party:
N/A
4) Date Filed:
N/A
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BURKE MILLS, INC.
- ------------------------------------------------------------------------------
Notice of 2003 Annual Meeting
and
Proxy Statement
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BURKE MILLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2003
_______________________________________________________________________________
The 2003 annual meeting of the shareholders of Burke Mills, Inc. ("the
Company") will be held at the executive offices of the Company, 191 Sterling
Street N.W., Valdese, North Carolina, at 2:00 P.M. on Tuesday, May 20, 2003,
for the following purposes:
(1) To elect seven directors to serve until the next annual meeting of
the shareholders and until their successors shall be elected and shall
qualify.
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on April 2, 2003 has been fixed as the record date
for the determination of the shareholders entitled to notice of and to vote at
said meeting.
Management hopes all shareholders can attend this meeting. Whether or not
you expect to be present, you are requested to date and sign the enclosed proxy
and return it promptly in the enclosed envelope. The proxy will be returned to
any shareholder who attends the meeting and requests such return.
By order of the Board of Directors
Pender R. McElroy
Secretary of Burke Mills, Inc.
April 4, 2003
__________________________________________
PROXY STATEMENT
__________________________________________
Annual Meeting of the
Shareholders of Burke Mills, Inc.
to be held May 20, 2003
_________________________________
SOLICITATION AND REVOCATION OF APPOINTMENT OF PROXY
___________________________________________________
The enclosed appointment of proxy is solicited by the Board of Directors of
Burke Mills, Inc. ("the Company"). It is revocable upon receipt of written
notice of revocation by the Secretary of the Company at any time before it is
exercised. If the enclosed appointment of proxy is signed and returned, the
shares covered by the appointment will be voted at the meeting (and all
adjourned sessions).
The cost of soliciting appointments of proxy will be borne by the Company,
and such costs are not expected to exceed an amount normally expended for a
solicitation for an election of directors in the absence of a contest and costs
represented by salaries and wages of regular employees and officers, who will
carry out any solicitations to be made, which amount is not expected to exceed
$5,000.00.
The mailing address of the principal executive offices of the Company is:
Burke Mills, Inc.
Post Office Box 190
Valdese, North Carolina 28690
The approximate date on which the proxy statements and proxy cards are
first sent or given to shareholders is April 21, 2003.
VOTING RIGHTS
_____________
The holders of stock of the Company on April 2, 2003 are the only
shareholders entitled to notice of and to vote at the annual meeting of
shareholders on May 20, 2003 and at any adjournments thereof. On April 2, 2003
(the record date) there were 2,741,168 shares of stock outstanding and entitled
to vote. Each share of stock is entitled to one vote.
-1-
VOTING PROCEDURES
_________________
If a majority of the shares of the Company issued and outstanding are
present at the meeting in person or by proxy, a quorum will exist.
Each shareholder entitled to vote shall have the right to cast one vote per
share outstanding in the name of such shareholder (a) on the motion before the
body or (b) as to election of directors, for each nominee for each directorship
to be filled. For a motion to pass, the votes cast in favor of the motion must
exceed the votes cast against the motion. Directors are elected by a plurality
of the votes cast; the nominees with the largest number of votes will be elected
up to the maximum number of directors to be elected (which is seven).
Votes by proxy will be tabulated by Wachovia Bank, National Association,
the stock transfer agent for the Company. The votes by proxy will be cast at the
meeting by the proxy holders. Any shareholder may vote in person at the meeting
if no appointment of proxy has been made or if the appointment is revoked. Votes
will be tabulated by the secretary of the Company.
Under North Carolina law and under the articles of incorporation and bylaws
of the Company, abstentions and broker non-votes have no effect since a majority
of the votes cast will carry a motion and directors are elected by a plurality
of the votes cast.
SUBSTANTIAL SHAREHOLDERS
________________________
As of February 24, 2003 the following persons are the only persons known to
the Company to be the beneficial owners of more than five percent of the common
stock of the Company (the only voting securities of the Company):
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
________ ___________________ ______________________ __________
Common Naseus, Inc. 1,443,329 shares 52.7%
Stock Flat 72, Building 383 (Direct)
Road 1912
Manama Town 319, Bahrain
Common Humayun N. Shaikh 1,443,329 shares 52.7%
Stock Nafees Cotton Mills, Ltd. (Indirect)
Ismail Aiwan-i-Science
Shahrah-i-Jalaluddin Roomi
Lahore - 54600, Pakistan
-2-
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
________ ___________________ ______________________ __________
Common Robert E. Bell 232,200 shares 8.47%
Stock and Andrea G. Bell (Indirect)
Box 429
Hickory, NC 28603
The shares beneficially owned by Humayun N. Shaikh are shares owned of
record by Naseus, Inc. Naseus, Inc., a Panamanian corporation, holds
1,443,329 shares of the Company's stock. Naseus, Inc. is a holding company for
business interests and does not conduct any active operations. Mr. Humayun
Shaikh is the owner of all the stock of Naseus, Inc.
The Company is informed and believes that as of February 24, 2003 Cede &
Co. held 1,102,572 shares of the Company (40.2%) as nominee for Depository Trust
Company, 55 Water Street, New York, New York 10004, that Cede & Co. and
Depository Trust Company both disclaim any beneficial ownership thereof, and
that such shares are held for the account of numerous other persons, no one of
whom is believed to beneficially own five percent or more of the common stock of
the Company, except for the stock owned by Hickory Brands, Inc.
ELECTION OF DIRECTORS
_____________________
Seven directors are to be elected at the annual meeting of shareholders to
be held on May 20, 2003. Directors are to be elected to serve until the next
annual meeting of shareholders and until their successors shall be elected and
shall qualify.
The enclosed proxy will be voted in favor of the election of the following
nominees as directors:
Amount (Shares)
and Nature of
Name Principal Beneficial Percent
(Age)(Year lst Elected) Occupation Ownership of Class
________________________ ___________ ____________________ ____________
Humayun N. Shaikh Chairman of 1,443,329 52.7%
(60) (1978) the Company (Direct and
Indirect)
Thomas I. Nail President of 7,000 0.26%
(55) (2000) the Company (Direct)
William T. Dunn Retired 7,000 0.26%
(69) (1996) (Direct)
-3-
Robert P. Huntley Chairman, 120,000 4.4%
(65) (1993) Secretary (Direct)
and Treasurer,
Timber Ridge Lumber Co.
Hickory, NC
Robert T. King Retired 0 0.0%
(76) (2001)
Richard F. Byers Executive Vice 6,000 0.22%
(64) (2001) President of the
Company
Aehsun Shaikh Director, 0 0.0%
(30) (1999) Nafees Cotton
Mills, Ltd. and
Legler- Nafees Denim
Mills, Ltd.
Lahore, Pakistan
All nominees are incumbents.
"Direct" ownership means ownership as record owner. "Indirect" ownership
means beneficial ownership other than as record owner.
Mr. Humayun Shaikh serves as a director of Nafees Cotton Mills, Ltd
(engaged in synthetic yarn spinning)of Lahore, Pakistan, and has so served for
more than the past five years. Until 1994 he was a director of Colony Textile
Mills, Ltd. (engaged in spinning and weaving of yarn and dyeing and printing of
fabric) and of National Security Insurance Co., Ltd. (engaged in the writing of
property and casualty insurance) both of Lahore, Pakistan, and so served for
more than the five years prior to 1994. Mr. Shaikh devotes approximately 75% of
his time to the management of the Company. Mr. Shaikh served as President of the
Company from January 1981 until May 1992, when he became Chairman.
Mr. Nail was appointed on May 15, 2000 as, and now serves as, President and
Chief Operating Officer of the Company. Prior to that time, Mr. Nail was Vice
President-Finance of the Company, having assumed that office a second time in
June 1997. From March 1994 to June 1997, Mr. Nail was Chief Financial Officer,
Secretary and Treasurer of Alba Waldensian, Inc., Valdese, NC, a manufacturer of
women's intimate apparel and health products. From September 1987 to March 1994,
Mr. Nail was Vice President-Finance of the Company. Prior to 1987, Mr. Nail held
accounting and controller positions with several companies.
Mr. Huntley serves as Chairman, Secretary and Treasurer of Timber Ridge
Lumber Company, Inc., a supplier of hardwood lumber to the furniture industry.
Mr. Huntley has served in this capacity since 1996. He also has business
interests in other areas including real estate. Mr. Huntley is licensed as a
certified public accountant. Mr. Huntley is a member of the board of directors
of United Community Bancorp, a public company having securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934.
-4-
Mr. Dunn is retired. From 1978 to 1986 Mr. Dunn was Executive Vice
President and a member of the Board of Directors of E. F. Hutton and Company,
having responsibility for trading, marketing, research and syndication of all
fixed income products to institutional clients. From 1986 to 1991 Mr. Dunn was
Senior Managing Director with Bear Stearns and Company. From 1991 until January
1995 Mr. Dunn was Managing Director of PaineWebber, Inc. In these latter two
positions, Mr. Dunn had responsibility for trading, marketing, research and
syndication of fixed income products to institutional clients in the
international market.
Mr. King is retired. From 1952 to 1969 Mr. King was President and part
owner of Collins Yarn Processing, Inc. in Hickory, NC, a dye house. From 1969 to
1985, Mr. King was manager of the dye house division of the yarn division of
Collins & Aikman, Inc. in Hickory, NC.
Mr. Byers is Executive Vice President of the Company, having been appointed
to that position on May 15, 2000. Prior to then Mr. Byers was Vice
President-Sales of the Company, having assumed that office in December 1978. Mr.
Byers served as production control manager of the Company from 1968 to December
1978.
Mr. Aehsun Shaikh is a director (a management position) of Nafees Cotton
Mills, Ltd. since 1993 and of Legler-Nafees Denim Mills, Ltd. since 1999. Mr.
Shaikh is the son of Humayun Shaikh, Chairman of the Board of the Company.
The Board of Directors of the Company met three times during the fiscal
year ended December 28, 2002. Mr. Humayun Shaikh and Mr. Aehsun Shaikh attended
none of those meetings. Mr. Byers attended two of those meetings.
BOARD COMMITTEES
________________
The Board of Directors of the Company has two standing committees - Audit
and Compensation. The Board has no nominating committee. Mr. Huntley, Mr.
Dunn and Mr. King serve on the Audit Committee. Mr. Huntley, Mr. Dunn and
Mr. Shaikh serve on the Compensation Committee. The Audit Committee met twice
during the last fiscal year. The duties of the Audit Committee are to review
the work of the Company's auditors and to confer with the auditors on matters
concerning the annual audit. The Compensation Committee met once during the
last fiscal year. The duties of the Compensation Committee are to review,
and advise the board on, the compensation of the Chairman and Chief Executive
Officer of the Company and the other executive officers of the Company.
The Board of Directors of the Company has adopted a written charter for the
Audit Committee, a copy of which was included as an appendix to the Company's
2001 proxy statement.
Management believes that the members of the Audit Committee of the Company
are independent as defined by Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards.
-5-
AUDIT COMMITTEE FINANCIAL EXPERT
________________________________
The Board of Directors of the Company has determined that the Board's Audit
Committee has at least one Audit Committee financial expert serving on the
Committee. The name of that expert is Robert P. Huntley.
AUDIT COMMITTEE REPORT
______________________
The Audit Committee has reviewed and discussed with management the audited
financial statements of the Company for the fiscal year ended December 28, 2002.
The Audit Committee has discussed with the independent auditors of the
Company the matters required to be discussed by SAS 61 (Codification of
Statements on Auditing Standards, AU380), as it may be modified or supplemented.
The Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), as it may be modified or supplemented, and
has discussed with the independent accountant the independent accountant's
independence.
Based on the review and discussions specified above, the Audit Committee
recommended to the Board of Directors of the Company that the audited financial
statements be included in the Company's annual report on Form 10-K for the
fiscal year ended December 28, 2002.
The members of the Audit Committee are:
Robert P. Huntley
William T. Dunn
Robert T. King
STOCK OWNED BY OFFICERS
_______________________
As of February 24, 2003, the common stock of the Company (the only class of
equity securities of the Company) beneficially owned by the chief executive
officer, Humayun N. Shaikh, by the three most highly compensated executive
officers other than Mr. Shaikh, and by all officers and director nominees as a
group is as follows:
Amount (Shares)
and Nature of Percent
Name/Group Beneficial Ownership of Class
___________________ ___________________________ _________________
Humayun N. Shaikh 1,443,329 52.7%
Chairman and CEO Indirect
-6-
Thomas I. Nail 7,000 0.26%
President and COO Direct
Richard F. Byers 6,000 0.22%
Executive Vice President Direct
William E. Singleton 0 ---
Vice President-Manufacturing
All officers and director 1,583,429 57.8%
nominees as a group (Direct and
(9 persons) Indirect)
EXECUTIVE OFFICERS OF THE COMPANY
_________________________________
All executive officers of the Company are serving until the next annual
meeting of directors and until their successors have been duly elected and
qualified. The current officers of the Company, in addition to Humayun N.
Shaikh, Thomas I. Nail and Richard F. Byers, are as follows:
William E. Singleton (age 53) is Vice President-Manufacturing of the
Company. Mr. Singleton began employment with the Company on June 20, 2000 as
Vice President-Manufacturing. Prior to that time, Mr. Singleton was a
superintendent with Grover Industries, Inc. in Grover, NC (a yarn manufacturer
and dyer) for three years, a general manager with Doran Textiles, Inc. in
Shelby, NC (a manufacturer of yarn, a weaver and a yarn dyer) for three years.
Prior to that time, Mr. Singleton was a superintendent of dyeing at J. P.
Stevens Co. in Greenville, South Carolina, and a technical manager with M.
Lowenstein and Co. in Lyman, South Carolina.
Pender R. McElroy (age 62) is Secretary of the Company, having assumed that
office in April 1981. Mr. McElroy is a member of the law firm of James, McElroy
& Diehl, P.A., Charlotte, NC, legal counsel for the Company.
Michael B. Smith (age 45) is Assistant Secretary of the Company, having
assumed that office in May 1985. Mr. Smith has been employed by the Company as a
cost accountant since 1978.
-7-
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
________________________________________________
All plan and non-plan compensation awarded to, earned by, or paid to the
chief executive officer, Humayun N. Shaikh, Thomas I. Nail and Richard F. Byers
for the past three fiscal years is shown in the following table:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
_______________________________________________________________________________
Humayun N. Shaikh 2000 $210,000 0 $258 0
Chairman and CEO 2001 $210,000 0 $258 0
2002 $210,000 0 $258 0
Thomas I. Nail 2000 $131,919 0 $783 0
President and COO 2001 $149,858 $45,000 $786 0
2002 $150,000 0 $912 __
Richard F. Byers 2000 $101,146 0 $600 0
Executive Vice 2001 $104,592 $31,500 $600 0
President 2002 $104,988 0 $615 __
There is no executive officer of the Company other than those named above
whose total annual salary and bonus exceeded $100,000 for the last completed
fiscal year.
The category of Other Annual Compensation for Mr. Shaikh, Mr. Nail and Mr.
Byers represents the annual premium on group life insurance for each of them on
the amount in excess of $50,000 of coverage and the nonbusiness portion of use
of a company owned automobile.
The Company has no long-term compensation arrangements with its executive
officers.
Directors who are employed by the Company are not compensated for services
as directors. Directors not employed by the Company receive compensation for
board service of $2,000 per quarter, payable at the end of the quarter, and
$1,000 for each board meeting and each committee meeting (if such committee
meeting is not combined with or occurs on a day when there is no board meeting).
Mr. Humayun Shaikh receives reimbursement for actual travel expenses incurred
while traveling for the Company.
-8-
Robert P. Huntley, William T. Dunn and Robert T. King served as members of
the Compensation Committee of the Board during 2002. None was or is an officer
or employee of the Company.
The policy of the Board of Directors for compensation of the Chief
Executive Officer and the other executive officers has been and is to compensate
those officers at a level as close to what the Board believes is competitive in
the industry for companies of comparable size and geographic location (the
piedmont area of North and South Carolina).
The members of the Compensation Committee of the Company are:
Robert P. Huntley
William T. Dunn
Humayun N. Shaikh
TRANSACTIONS WITH RELATED PARTIES
_________________________________
The Company pays Nafees Cotton Mills, Ltd. (Nafees) $24,000 annually toward
the expense of maintaining and operating an office for the Company in Pakistan.
The Company may from time to time purchase yarn from Nafees. Such yarn purchases
totaled $739,000 during the fiscal year ended December 30, 2000. From December
31, 2000 to March 5, 2003, the Company has not purchased yarn from Nafees. As of
March 5, 2003, it is not known whether the Company will purchase additional yarn
from Nafees, although such purchases could reasonably be anticipated. Mr.
Humayun N. Shaikh and Mr. Aehsun Shaikh are directors of Nafees Cotton Mills,
Ltd., and Mr. Humayun N. Shaikh and his family control a majority of the stock
of Nafees.
COMPARATIVE SHAREHOLDER RETURN
______________________________
The graph which follows compares the yearly percentage change in the
Company's cumulative shareholder return on its common stock with the cumulative
total return of (a) all United States companies traded on the NASDAQ stock
market and (b) 16 companies traded on the NASDAQ stock market which carry NASDAQ
Standard Industrial Classification (SIC) Code 22, being companies producing
textile mill products (which is an index published by the Center for Research in
Security Prices of the University of Chicago Graduate School of Business,
Chicago, Illinois.) A list of the 16 companies will be provided to any
shareholder upon written request.
-9-
[Explanation of graph for purposes of electronic filing with the Securities and
Exchange Commission. Original graph not filed electronically.]
The performance graph shows dollar figures from $0 through $400 along the
left side of the graph. Along the base of the graph, the starting point is
January 2, 1998, and the graph is divided into five main segments, each
representing the Company's fiscal years from 1998 through 2002, and each of the
five segments is divided into 12 sections representing the twelve months of the
year. There are four lines on the graph:
(1) One line is a level undeviated line over the five-year period which begins
and ends at the $100 level.
(2) There is a solid line showing the total returns index for Burke Mills, Inc.
(3) A broken line showing the total returns index for all the U.S. companies on
the NASDAQ stock market.
(4) Another broken line showing the total returns index for 16 NASDAQ stocks
carrying the NASDAQ standard industrial classification code 22.
The legend on the graph indicates as follows:
Legend
CRSP Total
Returns 1/2/98 12/31/98 12/31/99 12/29/00 12/28/01 12/29/02
Index for: ______ ________ ________ ________ ________ ________
__________
Burke Mills, Inc. 100.0 94.6 61.8 15.1 15.1 24.1
NASDAQ Stock
Market (U.S.
Companies) 100.0 140.0 259.7 156.3 126.5 86.6
NASDAQ Stock
(SIC 2200-2299
U.S. Companies)
Textile mill
products 100.0 92.6 83.2 97.8 99.4 74.4
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.00 on January 2, 1998.
-10-
STOCK OPTIONS
_____________
No officer or director of the Company was granted, exercised or realized
any stock appreciation rights, options, or warrants during the fiscal year ended
December 28, 2002.
DISCRETIONARY AUTHORITY
_______________________
The proxy being solicited confers, and the holders of each proxy shall
have, discretionary authority to vote with respect to any of the following
matters:
(1) Matters of which the Company did not have notice by March 18, 2003.
(2) In the case in which the Company has received timely notice in
connection with an annual meeting of shareholders, if the Company includes in
the proxy statement advice on the nature of the matter and how the Company's
proxy holders intend to exercise their discretion to vote on each matter. There
are certain stipulations on the right to discretionary voting authority on such
matters spelled out in Rule 14A-4(c)(2) of the Rules of the Securities and
Exchange Commission.
(3) Approval of the minutes of the prior meeting but such approval shall
not amount to ratification of the action taken at that prior meeting.
(4) The election of any person to any office for which a bona fide nominee
is named in the proxy statement and such nominee is unable to serve or for good
cause will not serve.
(5) Any proposal omitted from the proxy statement and form of proxy
pursuant to Rule 14a-8 or Rule 14a-9 of the Rules of the Securities and Exchange
Commission.
(6) Matters incident to the conduct of the meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
______________________________
It has been the custom of the Company for the Board of Directors to select
the independent public accounting firm for the Company each year at its annual
meeting following the annual meeting of shareholders. Therefore, no accounting
firm is being recommended to or selected at this annual meeting of shareholders.
Cole, Samsel & Bernstein LLC, New York, New York, and Lodi, New Jersey, is the
independent public accounting firm for the Company. Cole, Samsel & Bernstein LLC
was the independent public accounting firm for the Company for the fiscal year
ended December 28, 2002. It is expected that a representative from Cole, Samsel
& Bernstein LLC will be present at the annual shareholders meeting. That
representative will have the opportunity to make a statement if he desires to do
so and is expected to be available to respond to appropriate questions.
-11-
AUDIT FEES
__________
The Company's accountants, Cole, Samsel & Bernstein, LLC, billed the
Company $87,090.80 for professional services rendered for the audit of the
Company's annual financial statements for the most recent fiscal year and the
reviews of the financial statements included in the Company's quarterly reports
to the Securities and Exchange Commission on Form 10-Q for the most recent
fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
____________________________________________________________
Cole, Samsel & Bernstein, LLC did not bill any fees for professional
services, and no professional services have been rendered, during the most
recent fiscal year for operating or supervising the operation of the Company's
information system, managing the Company's local area network, designing or
implementing a hardware or software system aggregating source data underlying
the financial system or generating information that is significant to the
Company's financial statements taken as a whole.
ALL OTHER FEES
______________
Cole, Samsel & Bernstein, LLC has not yet billed the Company for other
services rendered for the most recent fiscal year. Those services consist of
auditing and report preparation with respect to the Company's Savings and
Retirement Plan and Trust (401(k)Plan), preparation of state and federal
corporate tax returns for the Company and miscellaneous services. The aggregate
fees billed by Cole, Samsel & Bernstein, LLC for such services for the fiscal
year ended December 29, 2001 was $18,019.00. The board's Audit Committee deems
such services compatible with maintaining the principal accountant's
independence.
The Company has not yet been billed by PricewaterhouseCoopers, LLP for the
Company's 50% share of performing an audit on Fytek, S.A.de C.V., a Mexican
corporation in which the Company owns 49.8% of the stock and 50% of the voting
control. The fees billed by PricewaterhouseCoopers, LLP for such services for
the fiscal year ended December 29, 2001 were $14,550.00. The financial
statements of such company are filed as a part of the Company's annual report to
the Securities and Exchange Commission on Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
_______________________________________________________
To the knowledge of the Company, all directors, officers and beneficial
owners of more than ten percent of the common stock of the Company and other
persons required to so file did file on a timely basis the reports required by
Section 16(a) of the Securities Exchange Act of 1934.
-12-
PROPOSALS OF SHAREHOLDERS
_________________________
Any proposals of shareholders intended to be presented at the 2004
annual meeting of the shareholders, now scheduled for May 18, 2004, must be
received by the Company for inclusion in the Company's proxy statement and form
of proxy relating to that meeting not later than January 2, 2004. Any matter
submitted as a shareholder proposal will be considered untimely if presented
after January 2, 2004. Any such proposal must be received at the principal
executive offices of the Company.
FORM 10-K
_________
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED, UPON
THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 1O-K, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
DECEMBER 28, 2002. SUCH REQUEST SHOULD BE DIRECTED TO THOMAS I. NAIL, BURKE
MILLS, INC., P. O. BOX 190, VALDESE, NORTH CAROLINA 28690.
-13-
[Specimen of proxy card for purposes of electronic filing
with the Securities and Exchange Commission]
BURKE MILLS, INC.
APPOINTMENT OF PROXY
Annual Meeting of Shareholders, May 20, 2003
The undersigned shareholder hereby appoints Humayun N. Shaikh, Chairman of
the Board of the Company, Thomas I. Nail, President of the Company, and Richard
F. Byers, Executive Vice President of the Company, with full power of
substitution, the lawful attorneys, agents and proxies of the undersigned to
vote all shares of Burke Mills, Inc. held by the undersigned with respect to the
election of directors, at the Annual Meeting of its shareholders to be held at
2:00 P.M. on May 20, 2003, at the executive offices of the Company in Valdese,
North Carolina, and all adjourned sessions thereof, with all the powers the
undersigned would possess if personally present at such meeting, and upon the
following matters:
1. The election of the following persons who will be nominated to serve as
directors:
Humayun N. Shaikh Robert P. Huntley Richard F. Byers
Thomas I. Nail William T. Dunn Aehsun Shaikh
Robert T. King
INSTRUCTIONS: You May Withhold Authority To Vote For Any Nominee By Lining
Through Or Otherwise Striking Out The Name Of Any Nominee. If You Execute This
Proxy In Such A Manner As Not To Withhold Authority To Vote For The Election Of
Any Nominee, This Proxy Shall Be Deemed To Grant Such Authority.
2. Such other business and matters as may be brought before the meeting or
any adjournments thereof, including any matters which are not known or
anticipated a reasonable time before the solicitation.
The shares represented by this proxy will be voted as directed by the
shareholder. If the person solicited specifies that authority to vote for a
nominee for director be withheld, the shares will be voted in accordance with
such specification. If no direction is given, the shares will be voted FOR all
nominees for director. To be voted, the proxy must be received prior to the
meeting.
This Appointment of Proxy Confers Upon the Holders Discretionary Authority
To Vote On The Matters Specified In The Proxy Statement Under The Heading
"Discretionary Authority."
This Appointment of Proxy is Solicited By The Board of Directors Of The
Company.
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Dated:___________________, 2003
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Signature of Shareholder
(Please Sign exactly as name appears on this
proxy. Executors, Trustees, etc. should give
full title).
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