SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1 )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
UNIFI, INC.
_____________________________________________
(Name of Registrant as Specified In Its Charter)
CLIFFORD FRAZIER, JR.
_______________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
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:
4) Proposed maximum aggregate value of transaction:
[ ] 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:
_____________________________________________________
UNIFI
QUALITY THROUGH PRIDE
7201 West Friendly Avenue
Greensboro, North Carolina 27410
September 18, 1995
TO THE SHAREHOLDERS OF
UNIFI, INC.
The Annual Meeting of the Shareholders of your Company will
be held at 10:00 A.M. on Thursday, October 19, 1995, at the
Company's Yadkinville Offices at Old Highway 421, Yadkinville,
North Carolina. The Notice of the Annual Meeting and the Proxy
Statement containing detailed information about the business to
be transacted at the meeting, as well as a proxy, are enclosed.
The Annual Report relating to the Company's activities and
operations for the fiscal year ended June 25, 1995 is also
enclosed herewith.
You are cordially invited to attend the Annual Meeting of
the Shareholders in person. We would appreciate your signing and
returning your proxy in the enclosed postage-paid return envelope
so that your shares can be voted in the event you are unable to
attend the meeting. Your proxy will be returned to you if you
are present at the meeting and so request.
Sincerely,
G. ALLEN MEBANE
G. ALLEN MEBANE
Chairman of the Board of Directors
UNIFI
QUALITY THROUGH PRIDE
7201 West Friendly Avenue
Greensboro, North Carolina 27410
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 1995
To The Shareholders Of Unifi, Inc.:
The Annual Meeting of the Shareholders of Unifi, Inc. will
be held at the Yadkinville Offices, Old Highway 421, Yadkinville,
North Carolina, on Thursday, October 19, 1995, at 10:00 A.M.
Eastern Daylight Savings Time, for the following purposes:
1. Electing four persons as Class 1 Directors, with terms
continuing until the Annual Meeting of the Shareholders in 1998
and until their successors are duly elected and qualified.
2. Transacting any other business that may be properly
brought before the meeting or any adjournment or adjournments
thereof.
The Board of Directors, under the provisions of the By-Laws,
has fixed the close of business on September 11, 1995, as the
record date for determination of Shareholders entitled to notice
of and to vote at the Annual Meeting or any adjournment or
adjournments thereof. The transfer books of the Corporation will
not be closed.
By Order Of The Board Of Directors:
CLIFFORD FRAZIER, JR.
C. Clifford Frazier, Jr.
Secretary
Greensboro, North Carolina
September 18, 1995
_________________________________________________________________
YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy.
_________________________________________________________________
UNIFI
QUALITY THROUGH PRIDE
7201 West Friendly Avenue
Greensboro, North Carolina 27410
PROXY STATEMENT
SOLICITATION OF PROXIES
The solicitation of the enclosed proxy is made by the Board
of Directors (the "Board") of Unifi, Inc. (the "Company") for use
at the Annual Meeting of the Shareholders to be held Thursday,
October 19, 1995, at 10:00 A.M. Eastern Daylight Savings Time, at
the Yadkinville Offices of the Company, located on Old Highway
421, Yadkinville, North Carolina, or at any adjournment or
adjournments thereof (Annual Meeting). This statement and the
form proxy will first be mailed to the shareholders entitled to
notice of the annual meeting on or about September 18, 1995.
The expense of this solicitation will be borne by the
Company. Solicitations of proxies may be made in person, by mail
or other telephone, telegraph or electronic means by directors,
officers and regular employees of the Company who will not be
specifically compensated in such regard. In addition, the
Company has retained D. F. King & Company to assist in the
solicitation of proxies and will pay such firm a fee estimated
not to exceed $6,500 plus reimbursement of expenses.
Arrangements will be made with brokers, nominees and fiduciaries
to send proxies and proxy materials, at the Company's expense, to
their principals.
The Company's common stock, par value $.10 per share (common
stock) is the only type of stock the Company has. Shareholders
of record, as of the close of business on September 11, 1995,
will be entitled to notice of and to vote at the meeting or any
adjournment thereof. The total number of shares of common stock,
outstanding and entitled to vote at the Annual Meeting is, as of
August 4, 1995, 66,807,005 shares. Each share of the Company's
common stock entitles the holder to one vote with respect to all
matters coming before the meeting and all of such shares vote as
a single class.
All shares represented by valid proxies received pursuant to
this solicitation and not revoked before they are exercised will
be voted in the manner specified therein. If no specification is
made with respect to the matter to be acted upon, the shares
represented by the proxies will be voted in favor of Proposal No.
1, the election as directors those nominees named in this proxy
statement. If the enclosed form of proxy is executed and returned
it may, nevertheless, be revoked at any time before it is voted
by written notice to the secretary of the Company or by the
shareholder personally attending and voting his or her shares at
the meeting.
VOTING OF SHARES
The holders of a majority of the outstanding shares entitled
to vote, present in person or represented by proxy at this
meeting, will constitute a quorum for the transaction of
business. Each share represented is entitled to one vote on all
matters properly brought before the meeting. In instances where
brokers are prohibited from exercising discretionary authority
for beneficial owners who have not returned a proxy (so-called
broker non-votes) those shares will not be included in the vote
totals and therefore, will have no effect on the vote. Directors
are elected by a plurality of the votes cast by the shareholders
at a meeting in which a quorum is present; therefore, shares not
voted (whether by abstaining or broker non-vote) do not affect
the election of directors.
1
INFORMATION RELATING TO PRINCIPAL SECURITY HOLDERS
The following table sets forth information, as of August 4,
1995, with respect to each person known or believed by the
Company to be the beneficial owner, having sole voting and/or
investment power (other than as set forth below) of more than
five percent (5%) of the Company's common stock and the Company's
directors and officers as a group.
Name and Address of More Amount and Nature Percent of
than 5% Owners Beneficially Owned Class
----------------------- ------------------ ------------
FMR Corp. (a) 6,735,281 9.74%
82 Devonshire Street
Boston, MA 02109
Wachovia Corporation (b) 5,579,970 7.90%
and its subsidiary
Wachovia Bank of North
Carolina, N.A.
P.O. Box 3099 MC 32121
Winston-Salem, NC 27150
All directors and executive 8,956,669 13.41%
officers and nominees for di-
rectors, as a group on August 4,
1995 (c)
___________________________
(a) As indicated in its Schedule 13G, dated June 9, 1995, FMR
Corp, held sole dispositive power with respect to 6,735,281
shares and sole voting power with respect to 399,600 shares.
(b) As indicated in its Schedule 13G, dated February 10, 1995,
Wachovia Corporation and its wholly-owned subsidiary
Wachovia Bank of North Carolina, Inc., may be deemed to
beneficially own this 5,579,970 shares by virtue of having
sole and shared voting and dispositive power over the shares
which are reported to be held on behalf of other persons.
(c) This amount includes the 1,103,715 shares of the outstanding
common stock of the Company which could be acquired through
the exercise of stock options within sixty (60) days after
August 4, 1995. Additional information regarding stock
options is provided on page 8.
Cede & Co., as of August 4, 1995, the nominee of the
Depository Trust Company, New York, New York, which provides
custodial service for various institutions such as banks and
brokerage firms, was the record holder of 45,377,163 shares of
the Company's common stock representing 67.92% of the
outstanding shares of said stock. The Company does not believe
that any of these shares were owned beneficially by Cede & Co.
The definition of "beneficial ownership" referred to herein
is that the owner listed has either the voting or investment
power, or both, alone or shared with others over the number of
shares shown, and options beneficially owned under Rule 13d-3.
ELECTION OF DIRECTORS
General Information -
The Board of Directors presently consists of eleven (11)
members, divided into three classes, Class 1 with four (4)
members, Class 2 with three (3) members, and Class 3 with four
(4) members, with the term of each class staggered so that the
term of one class expires at each Annual Meeting of the
Shareholders. A director shall hold office until the annual
meeting for the year in which his term expires and until his
successor shall be elected and qualified, subject to his prior
death, resignation, retirement or removal from office. The term
of the Class 1 Directors expires at the Annual Meeting of the
Shareholders in 1995.
The Board of Directors has nominated the following persons
as Class 1 Directors:
CLASS 1 DIRECTORS
Donald F. Orr
Timotheus R. Pohl
Robert A. Ward
G. Alfred Webster
2
The Class 1 Directors will serve until the Annual Meeting in
1998, or until their respective successors are elected and
qualified.
All the nominees for election are incumbents and have
consented to be named in this proxy statement and to serve, if
elected. If for any reason any of the nominees should not be a
candidate for election at the meeting, the proxy will be voted
for substitute nominees designated by the Board of Directors
unless the Board has reduced its membership prior to the meeting.
The Board does not anticipate that any of the nominees will be
unavailable. The nominees and directors continuing in office will
normally hold office until the Annual Meeting of the Shareholders
in the year indicated on this and the following pages.
Biographical information concerning each nominee and
director, his age; the year each director and nominee was first
elected to the Board of Directors of the Company; his current
principal occupation (which has continued for the last five (5)
years unless otherwise indicated); the name and principal
business of the corporation in which he is employed and all
positions and offices which he presently holds with said
corporation or the principal business of the corporation in which
his occupation is carried on; and his directorship in other
publicly-held companies are set forth below. The sole (unless
otherwise indicated) and beneficial ownership of the common stock
of the Company, as defined in Rule 13d-3 promulgated under the
Exchange Act, as of August 4, 1995 for each director and nominee
are set forth in the table beginning on pages 4 and 5.
VOTE REQUIRED
A plurality of votes of the shares presented in person or
represented by proxy at the annual meeting is required to elect
directors.
CLASS 1 NOMINEES FOR TERM EXPIRING 1998:
DONALD F. ORR, (52), is Chairman of Sweet Pea Capital,
Greensboro, North Carolina, an investment capital firm, which was
formed in November, 1978. He is a Director of North Carolina
Trust Company. He has been a Director of the Company since 1988,
and is a member of the Company's Compensation Committee, Audit
Committee (Chair) and of the Stock Option Committee.
TIMOTHEUS R. POHL, (55), President and Chief Executive
Officer of Daimler-Benz North America Corporation, New York, New
York, since 1981. DBNA is the holding company of Daimler-Benz
AG's industrial holdings in the United States and Canada. He has
been a Director of the Company since 1992, and is a member of the
Audit Committee.
ROBERT A. WARD, (55), Executive Vice President of Unifi,
Inc., Greensboro, North Carolina. He has been an Executive
Officer and a Director of the Company since 1971, and is a member
of the Executive Committee and an ex-officio member of the Audit
Committee.
G. ALFRED WEBSTER, (47), Executive Vice President of Unifi,
Inc., Greensboro, North Carolina. He has been an Executive
Officer of the Company since 1985, a Director since 1986, and is
a member of the Executive Committee.
CLASS 2 DIRECTORS CONTINUING IN OFFICE UNTIL 1996:
CHARLES R. CARTER, (63), Minister of the Forest Hills
Presbyterian Church, High Point, North Carolina, which position
he has held since 1967. He has been a Director of the Company
since 1982, and is a member of the Audit Committee and Stock
Option Committee.
JERRY W. ELLER, (55), Executive Vice President of Unifi,
Inc., Yadkinville, North Carolina. He has been an Executive
Officer of the Company since 1981, a Director of the Company
since 1985, and is a member of the Executive Committee.
KENNETH G. LANGONE, (60), an Investment Banker and Managing
Director of Invemed Associates, Inc., an investment banking firm,
New York, New York, since 1974. He is a Director of AutoFinance
Group, Inc., The Home Depot, Inc., Patlex Corp., GMIS Inc., Baby
Superstore, Inc., and St. Jude Medical. He has been a Director
of the Company since 1969, and is a member of the Compensation
Committee (Chair) and of the Stock Option Committee (Chair).
3
CLASS 3 DIRECTORS CONTINUING IN OFFICE UNTIL 1997:
WILLIAM J. ARMFIELD, IV, (60), Vice-Chairman of the Board of
Directors of Unifi, Inc., Greensboro, North Carolina. He was a
Director and President of Macfield, Inc., a textile company in
North Carolina, from 1970 until August 8, 1991, when Macfield,
Inc. merged with and into Unifi, Inc. He has been an Executive
Officer and a Director of the Company since 1991, and is a member
of the Executive Committee and Compensation Committee.
WILLIAM T. KRETZER, (49), President and Chief Executive
Officer of Unifi, Inc., Greensboro, North Carolina. He became an
employee of the Company in 1971, served in various offices and
was elected as a Director, President and Chief Executive Officer
in 1985. He is a member of the Executive Committee and the
Compensation Committee.
G. ALLEN MEBANE, (66), is Chairman of the Board of Directors
and Chairman of the Executive Committee of Unifi, Inc.,
Greensboro, North Carolina. He was co-founder of the Company and
has been a Chief Executive Officer and a Director of the Company
since 1971. He is also a member of the Compensation Committee.
GEORGE R. PERKINS, JR., (55), Senior Vice President of Unifi,
Inc., Greensboro, North Carolina. He was the President and a
Director from the founding of Pioneer Yarn Mills, Inc. in 1988,
Pioneer Spinning, Inc. in 1991, and Pioneer Cotton Mill, Inc. in
1993, and of Edenton Cotton Mills, Inc. since its acquisition in
1989. These companies merged with and into Unifi, Inc. in 1993,
at which time he became an Officer and a Director of the Company.
Prior to 1988, he was President and a Director of Imperial
Spinning, Inc., a textile manufacturing company.
SECURITY HOLDING OF DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS
Amount and Nature of Percentage of
Directors Beneficial Ownership(1) Ownership
------------- ----------------------- -------------
G. Allen Mebane(3) 1,846,458 2.76
William J. Armfield, IV(4) 3,309,914 4.95
William T. Kretzer(5) 699,077 1.05
George R. Perkins, Jr.(6) 1,598,274 2.39
Robert A. Ward(7) 495,887 (2)
Jerry W. Eller(8) 266,106 (2)
G. Alfred Webster(9) 348,699 (2)
Charles R. Carter(10) 60,833 (2)
Kenneth G. Langone(11) 148,123 (2)
Donald F. Orr(11) 167,298 (2)
Timotheus Pohl(11) 15,000 (2)
All directors and 8,956,669 13.41
executive officers
and Nominees for
directors [11 persons](12)
______________________
(1) All shares are owned directly and with sole voting and
dispositive power, except as otherwise noted. Ownership is
as of August 4, 1995.
(2) Represents less than one percent (1%) of the Company's common
stock.
(3) Includes 258,190 shares that he has a right to purchase under
presently exercisable stock options granted to him by the
Company, which shares may be determined to be beneficially
owned by him; and 76,125 shares owned by his wife over which
he has voting rights but disclaims any other beneficial
ownership.
(4) Includes 93,000 shares owned by Charitable Remainder Trusts,
of which he as Trustee, has sole voting and dispositive
powers, and 675 shares held by Wheat First Butcher Singer.
Does not include 3,245,512 shares held by the Wachovia Bank
of North Carolina, N.A. as Trustee for the benefit of Mr.
Armfield, IV and his children, as to which neither Mr.
Armfield, IV nor his children have voting or investment
powers.
(5) Includes 294,668 shares that he has the right to purchase
under presently exercisable stock options granted to him by
the Company and 25,500 shares owned by members of his
immediate family, which shares may be determined to be
beneficially owned by him.
(6) Includes 10,000 shares that he has the right to purchase
under presently exercisable stock options granted to him by
the Company, which shares may be determined to be
beneficially owned by him.
4
(7) Includes 117,446 shares that he has the right to purchase
under presently exercisable stock options granted to him by
the Company, which shares may be determined to be
beneficially owned by him.
(8) Includes 194,063 shares that he has the right to purchase
under presently exercisable stock options granted to him by
the Company, which shares may be determined to be
beneficially owned by him.
(9) Includes 164,682 shares that he has the right to purchase
under presently exercisable stock options granted to him by
the Company and 39,357 shares held in trust for the benefit
of his children, which shares may be determined to be
beneficially owned by him.
(10)Includes 19,666 shares that he has the right to purchase
under presently exercisable stock options granted to him
by the Company, which shares may be determined to be
beneficially owned by him.
(11) Includes 15,000 shares that he has the right to purchase
under presently exercisable stock options granted to him by
the Company, which shares may be determined to be
beneficially owned by him.
(12) Includes 1,103,715 shares that they have the right to
purchase within sixty (60) days after August 4, 1995, under
presently exercisable stock options granted to them by the
Company, which shares may be determined to be beneficially
owned by them.
DIRECTORS' COMPENSATION
Each director who is not an employee of the Company is paid,
for serving on the Board, a retainer at the rate of $14,000 per
annum and an additional $1,000 for each meeting of the Board of
Directors attended, as well as being reimbursed for reasonable
expenses incurred in attending said meetings. Directors who are
employees of the Company are paid an attendance fee of $1,000 for
each meeting of the Board attended.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has four (4) standing committees: the
Executive Committee, the Compensation Committee, the Audit
Committee, and the Stock Option Committee. The Executive
Committee (composed of Messrs. Mebane, Armfield, Kretzer, Eller,
Ward and Webster) met regularly during the year. The
Compensation Committee (composed of Messrs. Mebane, Armfield,
Kretzer, Langone, and Orr) met twice during the year. The Audit
Committee (composed of Messrs. Carter, Pohl, Orr, and Ward, as an
ex-officio member) met twice during the year. The Stock Option
Committee (composed of Messrs. Langone, Carter and Orr) met three
times during the year.
The Board of Directors has no Nominating Committee however, in
relation to nominations, the Executive Committee recommends to
the Board nominees for election as directors. The Executive
Committee will consider those recommendations by shareholders
which are submitted with biographical and business experience
information to the Committee Chairman, in compliance with the
Shareholder Proposals provision, hereinafter set forth.
The Executive Committee has, except to the extent prohibited by
the Business Corporation Law of the State of New York, all the
powers of the Board in the management of the Company. All
important actions taken by the Executive Committee are required
to be reported to the Board at the meeting next succeeding such
action. The Executive Committee, as noted in the preceding
paragraph, makes recommendations of nominees for directors to the
Board.
The Compensation Committee's duties include, among other
things, the review of performance and approval of salaries and
other types of compensation for senior management of the Company,
advising senior management with respect to the range of
compensation to be paid other officers of the Company, making
recommendations to the full Board concerning benefit plans for
the Company's directors, officers and employees and grants of
stock options under the Company's Non-Qualified Stock Option
Plan.
The Audit Committee's function is to be aware of the financial
reporting procedures of the Company, review with the independent
auditors the plans and results of the audit engagement, and to
investigate when called upon and recommend such changes as deemed
desirable to the Board. The control over the financial reports
of the Company is the function of Management and the object of
this committee is liaison with the Board in a recommendation
capacity.
The Stock Option Committee administers the 1992 Incentive Stock
Option Plans. It has exclusive jurisdiction to select the
persons to whom options shall be granted, determine the number of
shares subject to each option, the time or times an option shall
5
be granted, the purchase price of the shares subject to option,
which shall not be less than the fair market value of the
Company's common stock on the date the option is granted,
determine when options may be exercised, and establish such other
provisions in the Option Agreement, as the committee may deem
necessary or desirable, consistent with the terms of the plan.
The Board of Directors met four (4) times during the fiscal
year 1995. All directors attended at least seventy-five percent
(75%) of the meetings of the Board and the Committee of the Board
on which they were a member during that period, except Mr. Pohl,
who attended only one of the two meetings of the Audit Committee.
COMPENSATION AND OPTION COMMITTEES INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Mr. Langone is a director, controlling stockholder, and
Chairman of the Executive Committee of Salem National
Corporation. In the fiscal year 1995, the Company paid Salem
Leasing Corporation, a wholly-owned subsidiary of Salem National
Corporation, $3,123,367 on leases of tractors and trailers, and
for services thereto. The terms of the Company's lease with
Salem Leasing Corporation are, in Management's opinion, no less
favorable than the Company would have been able to negotiate with
an independent third party for similar equipment and services.
Mr. Langone is Chairman of the Board of Directors and principal
shareholder of Invemed Associates, Inc., an investment firm.
During the fiscal year 1995, such firm performed certain advisory
services for the Company. Mr. Mebane owns in excess of ten
percent (10%) of said firm's equity securities. The amount paid
Invemed Associates, Inc. for services rendered during the fiscal
year ended in 1995 was $60,000 . In the opinion of management
the fees that are paid to Invemed are as fair and reasonable and
as favorable to the Company as those which could have been
obtained from unrelated third parties.
EXECUTIVE OFFICERS AND THEIR COMPENSATION
The following table sets forth information for the fiscal years
ended June 1995, 1994 and 1993, as to cash compensation paid by
the Company and its subsidiaries (for the purpose of this
section, collectively referred to as "Company") to the Chief
Executive Officer ("CEO"), and the four most highly compensated
executive officers for services rendered in all capacities during
the last three (3) fiscal years.
UNIFI, INC. SUMMARY COMPENSATION TABLE
Annual Compensation Other Annual All other
Name and Principal ---------------------- Compen- Compen-
Position Year Salary Bonus sation(1) Options sation(2)
------------------ ---- ------ -------- -------- ------- ---------
William T. Kretzer 1995 $750,000 $250,000 $ 52,070 231,000 $ 26,650
President/CEO 1994 $750,000 $200,000 - 20,000 $ 22,377
and Director 1993 $650,000 $400,000 - 30,000 $ 33,058
G. Allen Mebane, IV 1995 $800,000 $250,000 $ 88,850 283,190 $ 39,040
Chairman of the 1994 $800,000 $200,000 $ 84,353 0 $ 23,163
Board and Director 1993 $800,000 $400,000 $ 58,566 225,000 $ 52,745
William J. Armfield,IV 1995 $600,000 $150,000 $112,082 0 $ 31,017
Vice Chairman 1994 $600,000 $150,000 $ 87,812 0 $ 22,884
and Director 1993 $600,000 $150,000 $ 83,866 0 $ 572,835
Jerry W. Eller 1995 $400,000 $100,000 - 71,145 $ 26,642
Executive VP 1994 $400,000 $ 70,000 - 10,000 $ 22,986
and Director 1993 $310,000 $160,000 - 15,000 $ 33,649
Robert A. Ward 1995 $300,000 $100,000 - 80,906 $ 26,296
Executive VP 1994 $300,000 $ 85,000 - 10,000 $ 23,119
and Director 1993 $250,000 $135,000 - 15,000 $ 33,805
___________
Footnotes:
(1) As permitted by the Securities and Exchange Commission's rules regarding disclosure of
executive compensation in proxy statements, this column excludes perquisites and other
6
personal benefits of the named executive officer if their total cost is less than
$50,000. The amounts reported under "Other Annual Compensation" are the approximate
incremental cost to the Company of their respective personal travel expense, where
applicable.
(2) The components of the amounts shown in this column consists of the following: (i) a
director's fee of $4,000 each paid to the CEO and named executives; (ii) payments of
the Company's portion of the premiums on the split-dollar life insurance in 1995, 1994
and 1993, respectively, amounted to: Mr. Kretzer - $2,940, $1,320 and $1,399; Mr.
Mebane - $15,330, $2,106 and $21,086; Mr. Armfield - $7,307, $1,827 and $7,150; Mr.
Eller - $2,932, $1,929 and $1,990; Mr. Ward - $2,586, $2,062 and $2,146; and (iii)
allocation of the Company's contribution to the Profit Sharing Plan for the CEO and
other named executive officers, in the amounts of $19,710, $17,057 and $27,659 in
1995, 1994, and 1993, respectively. No distributions were made under the Profit
Sharing Plan to any of the executive officers. Additionally, Mr. Armfield, upon
termination of the Macfield Pension Plan in 1993, received $534,026.
EMPLOYMENT AND TERMINATION AGREEMENTS
The Company has an Employment Agreement with Mr. Mebane which
provides that from July 1, 1990, through June 30, 2000, (the
"executive period") Mr. Mebane would receive a salary of
$800,000.00 per annum, plus such additional compensation and
bonuses as may be awarded, from time to time, by the Board of
Directors of the Company and is entitled to receive Directors'
fees; and from July 1, 2000, until June 30, 2005, (the
"consultant period"), Mr. Mebane would receive annual
compensation equal to one-fourth (1/4) of the base compensation
being paid to him during the last year of his executive
employment.
The Company has an Employment Agreement with Mr. Kretzer,
effective July 1, 1990 and ending June 30, 2000. The agreement
was amended in 1992 to increase Mr. Kretzer's salary from
$550,000 to $750,000 per annum, plus such additional compensation
and bonuses as may be awarded, from time to time, by the Board of
Directors of the Company. The other terms of the agreement were
not amended.
The Company has Severance Employment Agreements with Messrs.
Mebane, Armfield, Kretzer, Eller, Webster and Ward. The
agreements provide that if said executive officers' employment is
terminated involuntarily, other than by death or disability or
cause, or voluntarily, other than for good reason, after a change
in control of the Company, such executive officer may receive
certain benefits. The present value of the benefits will be 2.99
times such executive officers' average annual taxable
compensation paid during the five (5) calendar years preceding
the change in control of the Company limited to the amount
deductible by Unifi, Inc. and as may be subject to excise taxes
under the Internal Revenue Code, all as determined by the
Company's Independent Certified Public Accountants, whose
decision shall be binding upon the Company and the executive
officers. A change in control is deemed to occur if someone
acquires twenty percent (20%) or more of the outstanding
voting stock of the Company, or if there is a change in the
majority of directors under specified conditions within a two (2)
year period. The benefits under these contingent employment
agreements are, as noted, contingent and therefore not reported
under the Summary Compensation Table.
7
OPTIONS GRANTED
Information concerning grants of options in 1995 is presented
in the following table. The options were granted at an exercise
price equal to the fair market value of the Company's stock on
the date of grant and can not be exercised for a period of six
months from the date of grant.
OPTION GRANTS IN FISCAL YEAR 1995
Potential Realized
Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation
----------------------------- ---------------------------
% of Total
Options Options Granted Exercise or Present
Granted to Employees Base Price Expiration 5% 10% Value
Name (#) in Fiscal Year(1)($/Share) Date ($) ($) ($)(2)
------------ ------ ------------ ---------- -------- -------- ---------- -------
Kretzer (3) 150,000 12.7% $25.25 04/19/05 $2,382,000 $6,036,000 $2,008,500
(4) 81,000 06.9% $23.875 09/21/04 $1,215,810 $3,082,050 $1,058,670
Mebane (3) 250,000 21.2% $25.25 04/19/05 $3,970,000 $10,060,000$3,347,500
(4) 33,190 02.8% $23.875 09/21/04 $ 498,182 $1,262,880 $ 433,793
Armfield 0 N/A N/A N/A $0 $0 $0
Eller (4) 50,000 04.2% $25.25 04/19/05 $ 794,000 $2,012,000 $ 669,500
(4) 21,145 01.8% $23.875 09/21/04 $ 317,386 $ 804,567 $ 276,365
Ward (4) 50,000 04.2% $25.25 04/19/05 $ 794,000 $2,012,000 $ 669,500
(4) 30,906 02.6% $23.875 09/21/04 $ 463,899 $1,175,973 $ 403,941
___________________
Footnotes:
1) Total amount granted in FY 1995 equals 1,181,836
(NQSO-408,519 & ISO-773,317).
2) The Grant Date Present Value was calculated using the
Black-Scholes option valuation model. Assumptions used in
the calculation of the Black-Scholes values are as follows:
Stock price on date of grant and exercise price: 04/18/95 $25.25 & 09/22/94 $23.875.
Expected Dividend Yield: 1.54%
Risk-Free Rate: 04/18/95 7.24% & 09/22/94 7.85%
Term: 10 Years
Volatility: 04/18/95 .41 & 09/22/94 .42.
3) Non-Qualified Stock Options
4) Incentive Stock Options
OPTION EXERCISES AND OPTION/SAR VALUES
The net value realized upon the exercise in fiscal year 1995 of previously granted
options and the number and value of unexercised options are shown in the following table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
Shares Number of Unexercised Value of Unexercised
Acquired Value Options/SARS In-the-Money Options/SARs
on Exercise Realized at Year End at Year End (1)
----------- ------------- ----------- -------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
----------- ---------- -------- ----------- ------------- ----------- -------------
Kretzer 0 $0 294,668 150,000 $3,451,962 0
Mebane 0 $0 258,190 250,000 $ 41,488 0
Armfield 0 $0 0 0 $ 0 0
Eller 0 $0 194,063 50,000 $3,101,195 0
Ward 0 $0 117,446 50,000 $1,301,513 0
__________
Footnotes:
1) The fair market value of the Company's common stock at its
fiscal year end, June 25, 1995 was $25.125.
8
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
ON EXECUTIVE COMPENSATION
This report of the Compensation Committee and the Stock Option
Committee ("Committees") of the Board of Directors of the Company
sets forth the Company's compensation policies with respect to
the executives of the Company, including the named executives for
whom specific compensation information is reported in the
accompanying summary compensation tables.
The Compensation Committee was composed of two non-employee
directors and three employee directors of the Company. The
non-employee directors determine the compensation of the employee
directors and the full Compensation Committee determines the
compensation of other officers.
The duties of the Committees include the review of performance
and approval of salaries and other types of compensation for
senior management of the Company; advising senior management with
respect to the range of compensation to be paid to other officers
of the Company; and making recommendations to the full Board
concerning benefit plans for the Company's directors, officers
and employees and the granting of stock options under the
Company's option plans.
The Stock Option Committee is composed of three non-employee
directors who determine the executives and other personnel who
will receive options, the number of shares subject to the option,
the price and other terms and conditions of the options granted
under the Company's 1992 Incentive Stock Option Plan.
COMPENSATION PHILOSOPHY
One of the Company's primary business objectives is to maximize
long-term shareholder returns. To achieve this objective it is
necessary to attract, retain and motivate the highest quality
management team possible that can conceptualize, strategize and
technically implement business development, product development,
manufacturing technology, and service programs to generate long-
term growth.
Establishing compensation programs generally and determining
the compensation of individual executive officers can be complex
matters involving numerous issues and a variety of data. The
Company's Committees and its Board of Directors believe that the
compensation programs should be flexible to allow judgment and
discretion on the part of the Committees rather than utilizing a
formula approach. The compensation of the executive officers,
including the CEO, is determined on a subjective evaluation,
including said officer's past, present and future value to the
Company, the performance of the Company contrasted with the
economic conditions of the textile market in particular, and the
general economy in general. The Committees view the compensation
in three component parts; base salary, annual cash incentive
compensation (collectively, "cash compensation") and stock option
grants.
BASE SALARIES
The Compensation Committee recommends to the Board of Directors
base salaries they think are fair and reasonable for the services
rendered by the respective executive officers and necessary to
keep him or her from resigning and going to work for some other
corporation. Adjustments to base salaries for executives are
recommended annually by the Committee, based on individual
performances and contributions to the Company's success. All
base salary adjustments are approved by the full Board. Base
salaries for the named executives, other than the CEO, did not
increase in fiscal year 1995. Mr. Mebane's and Mr. Kretzer's
base salaries are covered by Employment Agreements.
ANNUAL CASH INCENTIVE COMPENSATION
The Company rewards executives based on each fiscal year's
results and reflects a balance between overall corporate
performance and performance of the specific areas of the Company
under the individual's control. The annual cash incentive
compensation, in the form of bonuses, are, as previously noted,
based on subjective evaluation of the respective executive.
Bonuses, if any, recommended by the Committees are subject to the
full Board.
The annual incentive compensation awarded to the named
executives in the Summary Compensation Table other than the Chief
Executive Officer averaged 28.57% of base salary compared to
24.05% of base salary in fiscal 1994. The Committees recommend
9
approval of the bonuses to the full Board, noting exceptional
performance by management for the year.
STOCK OPTIONS
The Company maintains four stock option plans. The 1992
Incentive Stock Option Plan, the 1987 Non-Qualified Stock Option
Plan, the 1982 Incentive Stock Option Plan ("1982 Plan") and the
Unifi Spun Yarns, Inc.'s 1992 Employee Stock Option Plan
(formerly Vintage Yarns, Inc.) ("USY Plan"). Options can no
longer be granted under the 1982 Plan or the USY Plan.
Incentive stock options are granted from time to time to key
management employees, as approved by the Stock Option Committee.
Options are granted with an exercise price equal to the fair
market value of the shares of the Company's common stock on the
date of grant. Non-Qualified Stock Options are granted from time
to time to directors who are not employees of the Company
(outside directors) and key employees by the Board of Directors
on the recommendation of the Compensation Committee.
Non-Qualified Stock Options may be granted with such exercise
price as the Board of Directors deems appropriate however, to
date all options have been granted with an exercise price equal
to the fair market value of the shares of the Company's common
stock on the date of grant.
The optionee will receive value from the grants only if the
market value of such shares increase. Because the compensation
element of options is dependent upon increase over time in the
market value of such shares, stock options represent compensation
that is tied to the Company's long-term performance for periods
of up to ten (10) years (the period during which such option may
be exercised). Compensation in the form of stock options serve
to align the interest of the executive officers directly with the
interest of the Company's shareholders.
In 1995, the stock options granted to the executive officers as
a group constituted approximately 68.68% of their total 1995
compensation package, utilizing (for illustration purposes only)
the valuation method used in the Table of Options Granted in
Fiscal Year 1995. Executive officers will realize no value from
their stock option grant unless the market price of the shares of
the Company stock rises above such price on the date of the
grant.
CEO COMPENSATION
Compensation paid to the Chief Executive Officer, Mr. Kretzer,
during the fiscal year was based on the same factors generally
applicable to compensation paid to other executives of the
Company. Mr. Kretzer's base salary was $750,000 (as provided in
his Employment Contract) and his annual incentive (bonus)
represented 33.33% of his base salary, compared to 26.67% for
fiscal 1994. The Committee awarded Mr. Kretzer 231,000 stock
options at fair market value.
COMMITTEES' JUDGMENT
It is the judgment of the Committees that in 1995, and for the
three periods ending June 25, 1995, the Company had excellent
results and total compensation to the executives was appropriate
for such performance and to retain and motivate such executives
in the future. The foregoing report has been furnished by the
members of the following Committees:
Compensation Committee: Stock Option Committee:
Kenneth G. Langone Kenneth G. Langone
William J. Armfield, IV Charles R. Carter
William T. Kretzer Donald F. Orr
G. Allen Mebane
Donald F. Orr
10
PERFORMANCE GRAPH - SHAREHOLDER RETURN ON COMMON STOCK
Comparison of Five Year Cumulative Total Return*
NOTE: Pursuant to Reg. Section 232.304(d) the Performance
Graph is omitted herein and represented by the
following table:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIFI, INC., MEDIA GENERAL TEXTILE AND THE
NEW YORK STOCK EXCHANGE MARKET VALUE INDICES
Company June 1990 June 1991 June 1992 June 1993 June 1994 June 1995
-------------------- --------- --------- --------- --------- --------- ---------
Unifi, Inc. $100.00 $213.98 $284.61 $422.21 $296.85 $309.48
Media General Textile
Group $100.00 $ 99.98 $146.15 $155.63 $141.73 $140.57
New York Stock
Exchange Market Value $100.00 $106.16 $120.83 $137.04 $141.81 $169.28
* Assumes $100 invested in the common stock of Unifi, Inc. and comparison groups on
June 25, 1990. Assumes reinvestment of dividends.
NEW YORK STOCK EXCHANGE
Unifi, Inc.'s Common Stock now trades on the New York Stock
Exchange (NYSE) under the symbol "UFI", with the closing price of
said stock on August 31, 1995, being $25.25 per share.
INFORMATION RELATING TO THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ernst & Young LLP, the Company's Independent Certified Public
Accountants for the fiscal year ended June 25, 1995, is expected
to be present at the shareholders' meeting, at which time a
representative will have an opportunity to make a statement if
he/she so desires and to answer appropriate questions from
shareholders.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES AND EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934
requires the Company's directors and executive officers to file
reports of ownership and changes of ownership of shares of the
Company's stock with the Securities and Exchange Commission.
Directors and executive officers are required by the Securities
and Exchange Commission's regulations to furnish the Company with
copies of all 16(a) reports they file. Based on its review of
the copies of such reports received by it, or written
11
representation from certain reporting persons, no Form 5's were
required for those persons, and the Company believes that from
July 1, 1994 through June 30, 1995, its directors and executive
officers complied with all the applicable filing requirements.
SHAREHOLDER PROPOSALS
Any shareholder satisfying the Securities and Exchange
Commission's requirements and wishing to submit a proposal to be
included in the 1996 proxy statement, should submit the proposal
in writing to Secretary, Unifi, Inc., 7201 West Friendly Avenue,
Greensboro, North Carolina 27410. Unifi, Inc. must receive the
proposal by May 18, 1996, in order to consider it for inclusion
in the 1996 Proxy Statement.
OTHER MATTERS
The Management of the Company is not aware of any other
matters which may be presented for action at the meeting other
than those set forth herein. However, should any other matter
requiring the vote of the shareholders arise, it is intended that
shares represented by proxies in the accompanying form will be
voted by the persons named in the proxy in accordance with their
best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
CLIFFORD FRAZIER, JR.
Secretary
Greensboro, North Carolina
September 18, 1995
12
APPENDIX "A" FORM PROXY [PROXY CARD-SIDE ONE]
UNIFI, INC.
PROXY
Annual Meeting, October 19, 1995
The undersigned hereby appoints Robert A. Ward and C.
Clifford Frazier, Jr., or either of them, with full power of
substitution, as attorneys and proxies to represent and vote all
shares of Unifi, Inc. Common Stock which the undersigned is
entitled to vote at the Annual Meeting of the Shareholders to be
held at the Yadkinville Offices, located on Highway 421,
Yadkinville, North Carolina, on Thursday, October 19, 1995, at
10:00 A.M. Eastern Daylight Savings Time, and any adjournment or
adjournments thereof as follows:
(1) ELECTION OF CLASS 1 DIRECTORS
To vote FOR all WITHHOLD AUTHORITY
nominees listed to vote for all
below (except as nominees listed
marked to the below
contrary below)
Nominees: Donald F. Orr, Timotheus R. Pohl, Robert A. Ward
and G. Alfred Webster
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
The undersigned hereby authorizes the proxies, in their
discretion, to vote on any other business which may properly be
brought before the meeting or any adjournment thereof.
APPENDIX "A" CONTINUED - [PROXY CARD-SIDE TWO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS AND WILL BE VOTED FOR THE BOARD OF DIRECTORS'
NOMINEES FOR DIRECTORS, UNLESS A CONTRARY CHOICE IS
SPECIFIED, IN WHICH CASE THE PROXY WILL BE VOTED AS
SPECIFIED.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders, dated September 18, 1995, and the
Proxy Statement furnished therewith.
Dated this day of , 1995.
______________________________(SEAL)
______________________________(SEAL)
NOTE: Signature should agree with
name on stock certificate as printed
hereon. Executors, administrators,
trustees and other fiduciaries
should so indicate when signing. If
the signer is a corporation, please
sign in full corporate name, by duly
authorized officer.
This Proxy is Solicited on Behalf of the Board of Directors.
Please date, sign and return this Proxy. Thank you.
