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West Point Pepperell Inc

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WEST POINT-PEPPERELL, INC. PROXY STATEMENT

January 20, 1989

WEST POINT-PEPPERELL, INC.

400 West Tenth Street, West Point, Georgia 31833

SPECIAL MEETING OF SHAREHOLDERS

February 25, 1989

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of West Point-Pepperell, Inc., a Georgia corporation (the "Company"), for use at a Special Meeting of Shareholders (the "Meeting") to be held on February 25, 1989, and at any adjournment or adjournments thereof.

Background of the Meeting.

On October 24, 1988, Farley/WPM Acquisition Corp., a wholly owned indirect subsidiary of Farley Inc. ("Farley"), commenced a tender offer (the "Offer") for all outstanding shares of the Company's Common Stock, par value $5.00 per share (including the associated Preferred Share Purchase Rights) (the "Shares"), at a price of $48 per Share.

On November 2, 1988, the Company's Board of Directors met to consider the Offer. After receiving opinions from Merrill Lynch Capital Markets and Goldman, Sachs & Co., the Company's financial advisors, that the Offer is inadequate, the Board determined that the Offer is not in the best interests of the Company or its shareholders, and recommended that shareholders reject the Offer.

The Board also rejected the request by Farley that the Company's Preferred Share Purchase Rights be redeemed. The Board's actions are described in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 dated November 3, 1988, which was mailed to all shareholders.

On November 17, 1988, the Company received a request from Cede & Co., acting as the record holder of Shares beneficially owned by Farley, that the Board set a record date for determining the shareholders entitled to request a special meeting of shareholders, as provided in the Company's bylaws.

On November 23, 1988, the Board set December 5, 1988 as such record date. On or about December 2, 1988 Farley began a solicitation of the Company's shareholders to obtain support for a request that the Company call a special meeting. The Company's by-laws provide that a special meeting shall be called at the request of holders of at least 25% of the outstanding Shares.

On December 12, 1988, Farley delivered to the Company requests for a special meeting from Farley and certain other shareholders.

On December 19, 1988, the Company received a report from The Corporation Trust Company, acting as independent inspector of election, that requests for a special meeting had been received from holders of 8,145,178 Shares, or approximately 27% of the outstanding Shares.

In accordance with the procedures specified in the Company's by-laws, on December 22, 1988 the Board scheduled the Meeting for February 25, 1989 and fixed January 6, 1989 as the record date for the Meeting.

The Proxy.

The persons named as proxies in the accompanying form of proxy were selected by the Board of Directors of the Company and are Directors of the Company.

When the enclosed proxy is properly executed and returned, the Shares it represents will be voted in accordance with the directions indicated thereon, or if no direction is indicated, they will be voted in accordance with the recommendations of the Board of Directors contained in this proxy statement.

Record Date; Voting Securities; Quorum.

The Board of Directors of the Company has fixed the close of business on January 6, 1989 as the time for determining the shareholders entitled to notice of and to vote at the Meeting.

A majority of the outstanding Shares must be represented in person or by proxy to constitute a quorum at the Meeting.

Annual Report to Shareholders.

The Annual Report of the Company for the fiscal year ended September 24, 1988, including financial statements, was mailed to shareholders commencing December 23, 1988.

MATTERS TO BE VOTED ON AT THE MEETING

Farley Proposal to Remove the Board of Directors (Proposal 1)

The Board of Directors and management of the Company recommend that you vote AGAINST Proposal 1.

Election of Directors to Fill Vacancies (Proposal 2)

If Farley succeeds in removing the current members of the Board, shareholders will elect Directors to fill the resulting vacancies. If Proposal 1 is defeated, Proposal 2 will be withdrawn.

INFORMATION CONCERNING THE BOARD OF DIRECTORS

The following table sets forth certain information concerning the Directors of the Company:

Nominee Information About Nominee Shares Beneficially Owned
W. Cecil BauerA Director since 1975, retired Chairman of the Board of South Central Bell Telephone Company. Mr. Bauer is 72 years old.2,800
Henry H. Henley, Jr.A Director since 1986, retired Chairman and Chief Executive Officer of Cluett, Peabody & Co., Inc. Mr. Henley is 67 years old.38,504
Donald J. KellerA Director since 1986, President and Chief Operating Officer of the Company. Mr. Keller is 56 years old.58,150
Joseph L. Lanier, Jr.Chairman of the Board since 1979 and Chief Executive Officer since 1975. Mr. Lanier is 56 years old.155,014
Other DirectorsSee proxy statement for complete list and footnotes.Varies

The Board of Directors has designated an Audit Committee and a Compensation Committee.

During fiscal year 1988, the Board of Directors met 17 times, the Audit Committee met two times, and the Compensation Committee met eight times.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of Shares beneficially owned by all Directors and officers of the Company as a group and by the only persons known by the Company to be beneficial owners of more than 5% of the Shares as of January 3, 1989:

Name and Address Amount & Nature of Beneficial Ownership Percent
All Directors and Officers as a Group428,2621.4%
Farley Inc.2,872,8009.8%

EXECUTIVE COMPENSATION

The following information is furnished with respect to each of the five highest paid executive officers of the Company:

Name Position Cash Compensation
Joseph L. Lanier, Jr.Chairman of the Board and Chief Executive Officer$828,333
Donald J. KellerPresident and Chief Operating Officer$626,667
Clayton H. SauersVice President-Finance and Chief Financial and Accounting Officer$333,333
Richard H. Monk, Jr.Vice President of the Company and President, International Division$234,000
D. Michael RoarkVice President-Human Resources$194,500

DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

The Company's 1989 Annual Meeting of Shareholders is currently scheduled for March 22, 1989.

However, the record date for the 1989 Annual Meeting has not been set and the Company has not determined when its proxy statement for the 1989 Annual Meeting will be distributed.

MISCELLANEOUS AND OTHER MATTERS

The cost of soliciting proxies will be borne by the Company. The Company will reimburse brokerage houses, banks, custodians, nominees and fiduciaries for forwarding proxy material to beneficial owners of stock.

It is estimated that the expense of solicitation of proxies excluding the salaries and wages of regular employees and officers will amount to approximately $1.5 million, of which approximately $250,000 has been expended to date.

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What the West Point Pepperell Inc document is and how it’s used

This page explains the West Point Pepperell Inc document, a corporate agreement template used to record commercial transactions, asset transfers, or company-specific contractual terms for the entity West Point Pepperell Inc. It summarizes purpose, required data fields, execution and notarization options, and electronic submission considerations under U.S. e-signature law. The guidance covers who should complete the form, typical supporting documents, state variations for notarization or witness requirements, and retention expectations. It also highlights how to prepare the form for secure electronic signing and reliable storage for compliance and audit trails.

Why accurate completion matters for enforceability

Using the West Point Pepperell Inc document establishes clear contractual terms and supports enforceability when executed electronically under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Proper completion reduces disputes, clarifies responsibilities, and preserves an auditable record for compliance and inspections.

Why accurate completion matters for enforceability

Who typically prepares and signs this company document

Typical users who prepare or sign the West Point Pepperell Inc document include corporate legal teams, contract managers, and external counterparties.

  • In-house counsel and corporate secretaries overseeing contract governance and signatures.
  • Finance and procurement teams when the document affects payment terms or vendor relationships.
  • External partners, vendors, and buyers signing as counterparty under delegated authority.

Ensure authorized signatories and reviewers are identified to match signatory authority and company records before execution.

Representative signers and reviewers

General Counsel

Typically a corporate officer or general counsel who confirms corporate authority, reviews material terms, and signs on the company's behalf. Must ensure the signatory matches corporate records and that board or committee approvals exist where required by bylaws or state law.

VP Finance

Finance officers verify payment clauses, pricing schedules, and tax identifiers. They confirm whether the document triggers withholding, 1099 reporting, or accounting treatments, and coordinate with procurement and legal to align payment milestones and invoicing requirements.

Essential sections to include in the West Point Pepperell Inc document

Core sections of the West Point Pepperell Inc document define parties, scope, payment, warranties, termination, and signature blocks to ensure clear contractual obligations and enforceability.

Parties

Identify full legal names and roles for all parties, including corporate status, registered addresses, and taxpayer identification where relevant. Use exact legal entity names to avoid mismatch with state filings or tax forms.

Scope

Describe services, goods, territories, or obligations with measurable deliverables, acceptance criteria, and deadlines. Include change control and attach exhibits or SOWs for complex projects to reduce ambiguity and dispute risk.

Payment

State currency, amounts, invoicing cadence, payment methods, payment terms, late fees, and any retainers. Clarify tax responsibilities and which party bears transaction, wire, or processing charges.

Warranties

Include representations of authority, title, compliance with laws, accuracy of statements, and limitations of liability. Specify remedy types such as repair, replacement, refund, or capped damages and survival clauses.

Termination

Define termination events, notice procedures, cure periods, allocation of liabilities on termination, and post-termination obligations such as return of property, final payments, and non-solicit clauses.

Signatures

Provide clear signature blocks with printed names, titles, dates, and witness or notary lines if required by state law or corporate governance; specify whether electronic or remote signatures are acceptable.

Security and compliance checkpoints

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Timestamps, IP, action history
Access Controls: Role-based access, SSO/SAML
HIPAA BAA: Available with required agreement
21 CFR Part 11: Compliant options for regulated records
SOC 2 / ISO: SOC 2 Type II; ISO 27001 certified

Step-by-step: prepare, review, and execute

Follow this sequence to complete and execute the West Point Pepperell Inc document accurately and in compliance with e-signature rules.

  • 01
    Prepare: Assemble parties, exhibits, and funding terms before drafting.
  • 02
    Draft: Complete clauses for scope, payment, warranties, and termination.
  • 03
    Review: Legal and finance review for authority and tax impact.
  • 04
    Execute: Sign with required witnesses, notary, or e-signature workflow.

Suggested e-signature workflow settings

Configure a secure e-signature workflow to control authentication, routing, and storage for the West Point Pepperell Inc document.

Field Configuration
Signer Authentication Email + SMS code; KBA optional
Field Types Signature, initials, date, checkbox, text
Routing Order Sequential or parallel signer order
Retention PDF + audit trail stored, retention policy applied

How electronic routing and execution typically works

Overview of routing and submission for electronic execution and filing of the West Point Pepperell Inc document.

  • Upload: Upload final PDF with exhibits included.
  • Place Fields: Add signature, initials, dates, and conditional fields.
  • Authenticate: Choose email, SMS code, or KBA per risk.
  • Complete: Signer signs; system issues signed copy and audit trail.

Platform capabilities to check before digital execution

Common platform requirements for secure collection and storage when using e-signatures for the West Point Pepperell Inc document.

  • Formats: PDF, DOCX supported, PDF/A export
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security: AES-256 at rest; TLS in transit

Common legal and financial risks from errors

Invalid Signature: Could render agreement unenforceable.
Mismatched Name: Triggers tax reporting or banking delays.
Incorrect EIN: May cause 24% backup withholding.
Late Filings: Penalties per IRC §6721 apply.
Notarization Omitted: State law may invalidate document.
I-9 Violations: Civil fines range $281–$2,789.

Frequent preparation errors to avoid

  • Using an abbreviated or trade name instead of the exact legal entity name, causing bank, tax, and filing mismatches that delay processing and require corrective filings.
  • Failing to specify whether electronic signatures are acceptable, leading to confusion at execution and potential refusal by counterparties or notarizers.
  • Leaving dates or amounts blank or ambiguous, which creates enforcement challenges and can void pricing or payment obligations under state contract law.
  • Omitting required witnesses or notary blocks for state-specific instruments, creating probate or enforcement obstacles and necessitating re-execution.

Practical tips to speed execution and reduce disputes

Practical tips to reduce errors, shorten approval cycles, and ensure enforceability when preparing and executing the West Point Pepperell Inc document.

Confirm Signatory Authority in Advance
Verify the signer is authorized per corporate bylaws or board resolution. Obtain written evidence of delegated authority and keep it with the executed document; this prevents disputes about authority and is often required for bank or regulatory review.
Use Clear Exhibits and Schedules
Attach detailed exhibits, technical specs, and SOWs rather than embedding vague references. Number exhibits and incorporate them by reference to avoid later interpretation disputes and to improve procurement and accounting alignment.
Choose Appropriate Authentication Methods
Match signer authentication strength to transaction risk: email for low-risk, SMS or knowledge-based verification for higher-risk, and multi-factor authentication for sensitive or regulated agreements.
Preserve Audit Trails and Originals
Keep a tamper-evident signed PDF and a complete audit trail including timestamps, IP addresses, and signer emails. Maintain originals per retention policy and capture notarization records when applicable.

Illustrative examples from comparable corporate workflows

Real-world examples show how similar corporate agreements are executed, reviewed, and stored for West Point Pepperell Inc–style transactions.

Tech Data — Bob Dutkowsky

Tech Data streamlined customer-facing contracts and reduced turnaround time using an e-signature workflow for corporate agreements.

  • Bulk sending and integrations improved speed to revenue.
  • Bob Dutkowsky said: "Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue." The implementation centralized audit trails and reduced manual handoffs between sales and finance.

Martin Properties — Tim Martin

A real estate operator processed contracts and closing documents online to avoid in-person delays.

  • Mobile signing and offline capability supported field teams.
  • Tim Martin said: "I can process and execute all of these documents online with 100% compliance and built-in security." The workflow reduced turnaround time and improved record availability for audits.

Key timelines and filing expectations

Key timelines for review, execution, filing, and related tax reporting when using the West Point Pepperell Inc document.

Review Period:

Allow 7–14 business days for legal and finance review.

Execution Window:

Complete signatures within 30 days to avoid stale terms.

Provide W-9 on Request:

Supply a W-9 immediately when requested by payer.

Tax Filing Deadlines:

1099-NEC due to recipients and IRS by Jan 31.

State Filing Processing:

Corporation filings typically processed in 5–15 business days.

eSignature vendor pricing and feature comparison

Comparison of starting prices and core features for common e-signature vendors; signNow appears first per vendor listing requirements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about execution, compliance, and storage

Answers to common questions about completing, executing, and storing the West Point Pepperell Inc document, including electronic signing and compliance considerations.


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