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                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                         Commission File Number: 0-21469

                                 RIDGEVIEW, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                North Carolina                           56-0377410
       (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
       INCORPORATION OR ORGANIZATION)

            2101 North Main Avenue
             Newton, North Carolina                        28658
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             (ZIP CODE)

                                 (828) 464-2972
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK, $.01 PAR VALUE


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                               Yes   X       No
                                                    ----        -----
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

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         The aggregate market value of the Common Stock (its only voting stock)
held by non-affiliates of the Company, as of March 23, 1998, was $15,438,852.
(Reference is made to the final paragraph of Part I herein for a statement of
the assumptions upon which the calculation is based.)

         As of March 23, 1998, there were 3,000,000 shares of the Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         In Part II of this report, information is incorporated by reference
from the Company's Annual Report to Shareholders for the year ended December 31,
1997. In Part III of this report, information is incorporated by reference to
the proxy statement for the annual meeting of shareholders to be held May 26,
1998.

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                                 Ridgeview, Inc.
                               Index to Form 10-K
                      For the Year Ended December 31, 1997

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                                                                                            Page
<S>                                                                                         <C>
PART I

Item 1 - Business                                                                             4
Item 2 - Properties                                                                          27
Item 3 - Legal Proceedings                                                                   27
Item 4 - Submission of Matters to a Vote of Security Holders                                 27

PART II

Item 5 - Market for the Registrant's Common Equity and Related Stockholder Matters           28
Item 6 - Selected Financial Data                                                             28
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
          Operations                                                                         29
Item 8 - Financial Statements and Supplementary Data                                         29
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial
           Disclosure                                                                        29

PART III

Item 10 - Directors and Executive Officers of the Registrant                                 30
Item 11 - Executive Compensation                                                             30
Item 12 - Security Ownership of Certain Beneficial Owners and Management                     30
Item 13 - Certain Relationships and Related Transactions                                     30

PART IV

Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K                    31
</TABLE>





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                                     PART I

ITEM 1 - BUSINESS

GENERAL

         The Company designs, manufactures and markets a complete range of
sports, rugged outdoor and heavyweight casual socks as well as a wide variety of
women's hosiery products, including tights, trouser socks, pantyhose and
knee-highs. The Company believes it is one of the leading vendors of sports
socks to sporting goods and active apparel stores. The Company also sells its
products to department stores, discount stores and a variety of other retailers.
In addition, the Company produces sports socks for sale by others under such
widely-recognized brand names as adidas, ASICS, Bass, Brooks, Fila, Head
Sportswear, IZOD, New Balance, Reebok and WB Sports and women's hosiery products
for sale under the Liz Claiborne and Elisabeth brand names. Under license
agreements, the Company produces and sells socks and women's hosiery directly to
retailers under the brand names Coleman, Ellen Tracy, Evan-Picone, Picone
Studio, Rockport and Woolrich. The Company estimates that between one-half and
two-thirds of its net sales in the current fiscal year will be derived from
sales of socks with the balance derived from sales of women's hosiery products.
As of March 23, 1998, the Company had more than 3,500 customers in the United
States, Europe and other parts of the world.

         The Company was founded in 1912 in Newton, North Carolina by a group of
individuals, including Joseph Albert Gaither, grandfather of the Company's
Chairman and great grandfather of the Company's President and Chief Executive
Officer, as a manufacturer of women's hosiery. In the mid-1970's the Company
began diversifying its product line to include sports socks, and during the past
ten years the Company has diversified geographically and modernized its
production capacity, increased its domestic customer base, expanded its contract
manufacturing business, acquired the rights to manufacture and sell socks and
women's hosiery under several widely-recognized brand names and increased its
marketing activities and sales in Europe and other foreign markets. In 1986 the
Company established a manufacturing facility in the Republic of Ireland to serve
European customers and in 1992 established a manufacturing facility in Ft.
Payne, Alabama to produce promotionally-priced, multi-pair pack sports socks. In
June 1995, the Company expanded its manufacturing capacity and customer base by
acquiring Seneca Knitting Mills Corporation ("Seneca"), which has been engaged
exclusively in designing, manufacturing and marketing rugged outdoor and
heavyweight casual socks since 1954. In 1995 the Company also completed a major
expansion of its manufacturing facility in the Republic of Ireland to
accommodate growth from a new sports sock manufacturing program for adidas.

INDUSTRY OVERVIEW

         According to statistics compiled by the National Association of Hosiery
Manufacturers ("NAHM"), total retail dollar volume in the United States of total
hosiery, which includes all socks, women's sheer hosiery and tights, increased
by approximately 13% from $6.9 billion in


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1993 to $7.8 billion in 1997. During the same five-year period, total retail
dollar volume of (i) socks increased by 31% from $3.5 to $4.6 billion on a 28.6%
increase in retail unit volume, (ii) women's sheer hosiery decreased from $2.8
to $2.6 billion on a 15.2% decrease in retail unit volume and (iii) tights
increased 13.6% from $619 million to $703 million on an 26.3% increase in retail
unit volume. From 1993 to 1997, total retail dollar volume of men's and boy's
sport/athletic socks (a category that includes rugged outdoor and heavyweight
casual socks) increased by approximately 46% from $660 million to $963 million
on a 61.1% increase in retail unit volume.

         According to preliminary statistics compiled by NAHM, in 1997 retail
unit volume of socks increased 6.0%, retail unit volume of sheer hosiery
declined 7.6% and retail unit volume of tights/opaques increased 7.4%.
Production of socks in the United States increased 26.6% overall in 1997 with
the production of boy's socks, including both sports/athletic and casual dress
socks, showing the greatest increase (50.8%) among the various categories of
socks. Reflecting the decline in retail unit volume, production of women's sheer
hosiery decreased 10.3% in 1997. Production of tights and opaque products
increased 124% overall with the largest increases being in the categories of
infants and women's tights/opaques.

         As part of the current trend in the United States towards more casual
dress, socks are increasingly becoming a fashion statement for style-conscious
consumers. The Company believes that this trend has helped drive the growth in
recent years in sales of socks. Sales of promotionally-priced, multi-pair pack
sports socks have also increased significantly during the past five years and
captured an increasing share of the sports sock retail dollar volume. Influenced
by the same trend towards more casual dress, the market for women's hosiery is
changing from its emphasis on traditional sheer pantyhose to include more
durable, heavyweight products such as tights and trouser socks. Manufacturing of
women's hosiery products is also becoming increasingly concentrated with
approximately 30 manufacturers of sheer hosiery operating in the United States.
Of that number, the 10 largest manufacturers produce approximately 75% of the
women's hosiery sold in the United States.

         Rapid technological change is also affecting all sock and women's
hosiery manufacturers. In the last ten years, manufacturers have been replacing
their existing mechanical knitting machines with a smaller number of higher
speed electronic machines capable of equal or greater production than the
machines they replaced. The newer electronic machines, which have fewer moving
parts and require less maintenance, also provide greater production flexibility
since they can be rapidly changed over to knit a different style or type of
product. Changing over older mechanical machines is a time-consuming, labor
intensive process. The increased production capacity of the latest generation of
knitting machinery has led to production overcapacity in some segments of the
industry, which has been exacerbated by the fact that many of the older machines
they replaced have been purchased by others and put back into production.

         In recent years, the industry has also been, and will continue in the
future to be, affected by certain trends in the retailing industry, including a
trend towards consolidation of all categories of retailers into larger units
having greater purchasing power. The retail sporting goods industry, for
example, which was traditionally highly fragmented and comprised of



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relatively small sporting goods retailers, sports specific specialty shops, pro
shops and departments within chain and discount stores, is being transformed by
the rapid growth of large format sporting goods retailers. They include
customers of the Company such as The Sports Authority, which operates more than
190 stores under that name, Jumbo Sports, which operates approximately 60 stores
and Oshman's Sporting Goods, which operates, in addition to its 34 traditional
sporting goods stores, a chain of 36 large format stores under the name
"SuperSports USA." Similarly, smaller regional discount chains in many regions
of the United States are experiencing increasing pressure from the growth of the
larger national discount stores such as Wal-Mart Stores and Target. Department
stores are also affected by the industry trend towards consolidation of
retailers. In 1995, Federated Department Stores and Broadway Stores merged, and
May Department Stores Co. and J.C. Penney separately purchased most of Woodward
& Lothrop, Inc. Industry analysts expect the trend towards consolidation and
bankruptcy reorganizations among retailers to continue.

         The large format sporting goods stores and national discount,
department and chain stores to which the Company and its competitors sell their
products are using sophisticated electronic inventory management systems to
achieve optimal in-stock levels of merchandise. These systems with electronic
order placement features require manufacturers to make greater investments in
working capital to maintain a more extensive inventory of finished products and
in information technology that will give them a quick response capability when
orders are placed, usually electronically, by these retailers. Increasingly, the
large format sporting goods stores, national discount stores and large
department store chains are also requiring manufacturers to play a greater role
in marketing and managing their retail sock and women's hosiery business. This
includes placing logistical demands on manufacturers that impose extra
distribution costs and penalizing them through "chargebacks" when they do not
conform to a retailer's rules for packaging, pre-pricing and shipping goods.

         The logistical and other demands retailers are placing on manufacturers
and the rapid technological changes that have created overcapacity in some
segments of the industry have already led to some consolidation of women's
hosiery manufacturers (30 at December 31, 1997 as opposed to 66 at the same date
in 1990 and 86 in 1986). While, according to the NAHM, the number of
manufacturers of socks in the United States increased to approximately 325 at
December 31, 1997 compared with 279 at the same date in 1990, the Company
expects this number to decline in the next several years. Industry analysts
expect that the sock manufacturing industry will be increasingly characterized
by the presence of a small number of large manufacturers, relatively few
medium-sized manufacturers and a large number of small manufacturers primarily
selling greige goods and finished hosiery products to the larger manufacturers.

         The trend towards consolidation of manufacturers of socks and women's
hosiery is expected to be reinforced by the trend among large retailers such as
the national discount chains and the large format sporting goods stores to do
business with a smaller group of vendors that are capable of providing a
significant share of their total sock and women's hosiery requirements. With the
exception of the very large manufacturers such as Sara Lee Hosiery and
Kayser-Roth, most manufacturers concentrate on making either socks or women's
hosiery products. The Company, which produces socks and women's sheer hosiery
and tights,



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is one of only a few companies its size that makes all three of these categories
of products. The Company believes that being a diversified manufacturer will
become increasingly important as larger retailers seek to reduce the total
number of vendors with which they do business. The Company also believes that
product diversity will make the Company less vulnerable to consumer trends and
trends in the retailing industry affecting only one segment of the sock and
women's hosiery industry.

GROWTH STRATEGY

         During the past ten years, the Company has increased sales by
diversifying its product lines, adding to and geographically diversifying its
production capacity, expanding its domestic customer base, expanding its
contract manufacturing business, acquiring the rights to manufacture and sell
products under licensed brand names and increasing its marketing activities and
sales in Europe and other foreign markets. The Company intends to continue this
overall growth strategy by focusing on the following goals:

                  INCREASING SALES TO EXISTING CUSTOMERS. Many of the Company's
         existing customers in the sporting goods industry, such as Just for
         Feet, The Sports Authority, Jumbo Sports and Oshman's Sporting Goods,
         are expanding the number of stores they operate, and the Company
         expects that its sales to these customers will increase as a result of
         their unit growth. The Company also believes that it will be able to
         increase its sales to other existing customers such as Target, J.C.
         Penney and Nordstrom. The Company also expects to be able to expand its
         contract manufacturing of products sold under such widely-recognized
         brand names as adidas, Reebok and Fila for major athletic footwear and
         apparel companies, and for other companies, such as Liz Claiborne, that
         design, contract for the manufacture of and market products under their
         own trademarks.

                  ESTABLISHING SALES RELATIONSHIPS THROUGH CROSS-SELLING. The
         Company is seeking to establish relationships with certain major
         retailers with which the Company has not historically done business.
         Management believes that the Company's expanded customer base of major
         retailers resulting from the Seneca acquisition and the Evan-Picone
         women's hosiery program creates opportunities for cross-selling the
         Company's other products. The recent expansion of the Company's
         manufacturing facility in Ft. Payne, Alabama that produces multi-pair
         pack sports socks also positions the Company to compete effectively for
         sales to new customers.

                  OBTAINING ADDITIONAL LICENSING ARRANGEMENTS. The Company is
         seeking to license additional nationally and internationally recognized
         brand names to complement the Coleman, Ellen Tracy, Evan-Picone, Picone
         Studio, Rockport and Woolrich licensed brand names.

                  ADDING COMPLEMENTARY PRODUCT CATEGORIES THROUGH SELECTIVE
         ACQUISITIONS. Women's casual socks and men's dress socks are
         complementary product categories that could be added to the Company's
         existing product lines through selective acquisitions of other
         manufacturers or through internal product diversification.



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         Future acquisitions could also be expected to expand production
         capacity and add to the customer base.

                  INCREASING INTERNATIONAL SALES. The Company plans to build on
         the existing customer base served by the Company's manufacturing
         facility in the Republic of Ireland and on the Company's base of export
         sales of domestically manufactured products. In 1995, the Company
         completed an expansion of this facility that approximately doubled its
         production capacity.

OPERATING STRATEGIES

         In recent years, manufacturers of socks and women's hosiery have
experienced a period of rapid technological change and encountered a demanding
retail environment characterized by customers' expectations of immediate order
fulfillment and depth in all product categories. Through the following core
operating strategies, the Company is investing in new technology and
strengthening its ability to provide a significant share of major retailers'
total socks and women's hosiery requirements.

                  PRODUCING HOSIERY PRODUCTS FOR SALE UNDER BRAND NAMES. The
         Company produces socks for sale under its own brand names and for sale
         by athletic footwear companies and others under such widely-recognized
         brand names as adidas, ASICS, Bass, Brooks, Fila, Head Sportswear,
         IZOD, New Balance, Reebok and WB Sports. Under licensing arrangements,
         the Company produces and sells women's hosiery products directly to
         retailers under the Ellen Tracy, Evan-Picone and Picone Studio brand
         names and socks under the Coleman, Rockport and Woolrich brand names.
         The Company also manufactures women's hosiery products for Liz
         Claiborne, Inc. under its brand names. The Company believes its
         reputation as a producer of well-known branded products, including the
         Company's own branded products in the sporting goods retail industry,
         distinguishes the Company from many of its competitors that manufacture
         socks and women's hosiery for sale only under retailers' private
         labels.

                  INVESTING TO BECOME A LOWER-COST MANUFACTURER. In recent years
         the Company has made significant capital investments in manufacturing
         technology with the goal of becoming a lower-cost, higher-volume
         producer of a broad range of products. Most of these investments have
         been made to replace existing mechanical knitting machinery for socks
         with higher speed, more flexible electronic knitting machines that
         require less maintenance and result in significant productivity
         increases. The Company has also invested in sophisticated machinery
         that automates the finishing operations at certain of its facilities,
         significantly reducing the labor inputs required. The Company will
         continue making capital investments in manufacturing and distribution
         technology when appropriate to remain competitive. As of March 23,
         1998, the Company had commitments to purchase 52 electronic knitting
         machines to expand production capacity at its sports sock operation in
         Ft. Payne, Alabama, reflecting its commitment to becoming a lower-cost,
         higher-volume producer.



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                  OUTSOURCING MANUFACTURING TO INCREASE OPERATING EFFICIENCIES.
         To meet peak demand, the Company regularly outsources the manufacturing
         of certain products. As a result, the Company has been able to operate
         its own manufacturing facilities at more efficient production levels.

                  MANUFACTURING A BROAD RANGE OF PRODUCTS. For a number of years
         the Company has manufactured a complete range of sports socks and
         produced a wide variety of women's hosiery products, including tights,
         trouser socks, pantyhose and knee-highs. With the Seneca acquisition,
         the Company added rugged outdoor and heavyweight casual socks to its
         product lines. The Company has also broadened its product lines beyond
         traditional products to include complementary products such as thermal
         underwear/leggings, glove liners and gators for skiers and other
         outdoor sports enthusiasts.

                  MAINTAINING A LARGE AND DIVERSE CUSTOMER BASE. As of March 23,
         1998, the Company had more than 3,500 customers in the United States,
         Europe and other parts of the world. Only one of such customers,
         Target, accounted for more than 10% of the Company's 1997 net sales and
         is expected to account for more than 10% of the Company's 1998 net
         sales. Management believes that maintaining a large and diverse
         customer base puts the Company in a stronger position to recover
         increased raw material and manufacturing costs through price increases
         than many of the Company's competitors who are dependent on a small
         number of major customers.

                  PROVIDING RAPID ORDER FULFILLMENT. The Company maintains
         finished inventory of many of its products that allows the Company to
         fill and deliver customer orders for those products generally within
         three days of the date the order is placed. In recent years, the
         Company has made capital investments in information technology to
         develop and implement its Quick Response system, which coordinates its
         manufacturing and order fulfillment systems with the sophisticated
         electronic inventory management control systems employed by an
         increasing number of the Company's larger customers.

                  FOCUSING ON CONSISTENT, HIGH QUALITY. The Company believes
         that consistent product quality is as important to its customers as
         rapid order fulfillment. The Company maintains a rigorous quality
         assurance program for its manufacturing operations and enjoys a good
         reputation among its customers for product quality.

         The Company's initial public offering, which was completed in November
1996, contributed to the further implementation of the Company's core operating
strategies by reducing outstanding debt, improving cash flow and funding
additional capital expenditures intended to give the Company an advantage as a
lower-cost, higher-volume producer in an increasingly competitive marketplace.



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OPERATIONS

         Sports Socks

         The Company manufactures an extensive collection of sports specific,
active sport and sports promotional socks for men, women and children. The socks
are knitted from a variety of natural and synthetic fibers and are manufactured
in a wide array of styles, including tubes, crews, half-crews, quarters,
rolldowns, slouches and cuffs.

         "Sports specific socks," which allow a team or individual athlete to
match their socks to their activity, contain extra cushioning and differ
according to where the protective cushioning is placed (ball, toes, instep,
heel, arch, shin), how thick the cushioning is and the materials used to
construct the socks. The Company produces most of its sports specific socks for
athletic footwear and apparel companies that design, contract for the
manufacture of and market sports socks under such widely-recognized brand names
as adidas, ASICS, Bass, Brooks, Fila, Head Sportswear, IZOD, New Balance, Reebok
and WB Sports. Through its vendor relationships with these athletic footwear and
apparel companies, the Company not only increases its sales but also gains
access to changes in styling trends in the sporting goods industry. The Company
also produces its own collection of sports specific socks, which are sold to
retailers under the Company's SportSox brand name (in packaging and on displays
that also bear the Ridgeview name and trademark). This collection includes socks
for seven different sports, including in-line skating, tennis, cross-training,
cycling and aerobics.

    The Company's "team collection" of sports specific socks is designed for
sale to sporting goods dealers that outfit school and recreational athletic
teams. The collection includes basketball, baseball, soccer and football socks.
The baseball socks include the traditional nylon stirrup and sanitary socks worn
under the stirrups as well as several styles of one piece, knitted-in stirrup
socks. The soccer socks include acrylic soccer socks for recreational play and
heavier, more expensive nylon socks for the serious soccer player.

         Under the brand name Kidsox, the Company manufactures several styles of
basic cushion socks specifically for children that are made with the same
quality features found in their adult-sized counterparts. The Kidsox line
includes a feature the Company calls "dirt defender," which is a grey color
blend on the bottom of the sock that helps keep that portion of the sock
color-fast despite rough use and repeated washings.

         "Active sport socks" are specifically designed for the serious athlete
who participates in active sports such as basketball, tennis, running, cycling
and aerobics. They offer high performance features like special fibers and
triple layer construction to provide cushioning in high impact areas and
protection against abrasion and blisters. The Company's premium line of active
sport socks, which includes socks for eight different sports, is sold at premium
prices under the Company's LINEOne brand name in packaging and on displays that
also bear the Ridgeview name and trademark. The natural and synthetic fibers
used in these socks include mercerized cotton (cotton yarn processed in a
caustic solution to increase the fiber's strength and luster), wool, silk,
Duraspun (a Monsanto synthetic fiber that allows for maximum shock absorbency
and offers excellent wicking properties), CoolMax (a DuPont synthetic fiber that


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breathes, while wicking perspiration away from the skin) and Thermastat (a
DuPont cold-weather synthetic fiber that traps warmth while allowing moisture to
escape).

         Under the brand name SportSox and under private labels of various
sporting goods and discount stores, the Company manufactures and sells in
multi-pair packs a variety of styles of lightweight basic cushion socks designed
to be sold at promotional prices. These socks, which include tubes, crews,
quarters, rolldowns, slouches and cuffs and offer many of the features that are
found in the Company's premium-line socks, are knitted from a cotton-rich blend
of yarns.

         Rugged Outdoor and Heavyweight Casual Socks

         The Company's collection of rugged outdoor and heavyweight casual
socks, which expanded significantly with the acquisition of Seneca, is designed
for hikers and other outdoor enthusiasts as well as consumers who appreciate the
value of heavyweight casual socks. The collection of rugged outdoor and
heavyweight casual socks, most of which are sold under private labels includes
14 styles of thermal insulated socks, 11 styles of hiking and trekking socks, 15
styles of general outdoor wear socks and 13 styles of heavyweight casual socks.

         In June 1995, Seneca began manufacturing rugged outdoor and heavyweight
casual socks under the licensed brand name Woolrich. Under the three-year
license agreement with Woolrich, Inc., the Company has the right to manufacture
and sell rugged outdoor and heavyweight casual socks under the Woolrich name in
the United States. The Company must meet minimum annual sales thresholds that
increase during the license term and pay a royalty equal to the greater of 5% of
its net sales of Woolrich brand socks or the applicable minimum annual sales
amount. The Company has signed a new license agreement with Woolrich, Inc.,
extending the term of the original license agreement until December 31, 2001. An
additional three-year renewal option is available to the Company provided its
performance as licensee has been satisfactory.

         The Company also manufactures and sells a collection of outdoor socks
specifically designed for downhill and cross-country skiers, which includes nine
styles of bright, colorful skiing socks and liners. These socks are sold under
the Ridgeview name or private labels to several large retailers with national
distribution as well as to smaller, resort-oriented ski merchandise shops. The
skier-oriented outdoor collection also includes several styles of thermal
underwear/leggings as well as glove liners and gators. The Company believes the
favorable market response to its thermal underwear/leggings products offers
continued opportunities for sales growth and additional complementary product
development.

         The fibers used in manufacturing the rugged outdoor and heavyweight
casual and ski sock collections include wool, wool blend, cotton and silk. They
also include such synthetic fibers as polypropylene (which when blended with
wool or cotton provides a superior level of durability and serves to effectively
wick moisture away from the skin, keeping feet dry), turbo hi-bulk acrylic (a
premium grade of acrylic that provides high bulk, softness and loft), Thermax (a
hollow core fiber used in cold weather socks that traps warmth while wicking
moisture away from the skin) and CoolMax. The thermal underwear/leggings are
constructed



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from a blend of DuPont's newest cold weather fighting polyester fiber,
Thermostat, and spandex fiber, Lycra.

         Women's Hosiery Products

         The Company manufactures a complete line of women's private label
hosiery, including more than 600 styles of tights, trouser socks, pantyhose and
knee-highs available in all popular colors and textures. The Company's largest
customer for these private label products is Target. In 1994, the Company
entered the designer segment of the women's hosiery market through the
negotiation of the license to manufacture and sell women's hosiery under the
Ellen Tracy brand name in the United States and Canada. The licensor, Ellen
Tracy, Inc., is a designer and manufacturer of "upmarket" women's ready-to-wear
fashions. In return, the Company must meet certain quality standards, distribute
primarily to better department and specialty stores, sell only limited
quantities of Ellen Tracy hosiery at off-price and pay a royalty equal to 7% of
its net sales of Ellen Tracy products. In addition, the Company is required to
expend in each year the agreement is in effect an amount equal to 3% of the
annual sales targets on advertising and promotions of Ellen Tracy products.
Approximately one-half of that amount is required to be made in the form of a
contribution to the national advertising budget of the licensor. The Company has
recently broadened the Ellen Tracy product line beyond the original limited
product category of high-end tights and trouser socks to include dress pantyhose
and casual socks and improved the packaging of the entire line of Ellen Tracy
products. Ellen Tracy hosiery products are now available in tights, trouser
socks and pantyhose sold at premium retail prices.

         The Company is required to make minimum guaranteed royalty payments in
increasing amounts each year under the Ellen Tracy license agreement. The
minimum guaranteed royalty payments are based on 7% of annual sales targets for
Ellen Tracy products of $1.5, $3.0 and $5.0 million in 1994, 1995 and 1996,
respectively, which were established by negotiation with no prior sales
experience by the Company or a prior licensee of this Ellen Tracy hosiery
program to serve as a guide. The Company's net sales of Ellen Tracy products
exceeded $1.5 million in 1994. The Company's net sales of Ellen Tracy products
in 1995 represented only 84% of the $3.0 million sales target for that year, and
the Company did not achieve its 1996 sales target of $5.0 million, selling only
$3.0 million of Ellen Tracy products. Nonetheless, in late 1996, the licensor
agreed to a one-year renewal term ending December 31, 1997 for the Ellen Tracy
license agreement with a minimum annual sales threshold of $5.0 million. The
Company exceeded the minimum sales level in 1997 with sales of $5.3 million. As
a result, Ellen Tracy, Inc. has informed the Company that a new three-year
license agreement will be awarded to the Company, however, as of March 23, 1998,
no formal agreement had been signed. The Company is continuing to manufacture
and sell products under the Ellen Tracy brand name.

         On May 28, 1996, the Company negotiated a license to manufacture and
sell women's sheer hosiery and medium-weight tights under the Evan-Picone brand
name, a widely-recognized and established brand of women's hosiery. The initial
term of the license agreement ends December 31, 1999, but the license is
renewable at the Company's option for another three years, provided the Company
has satisfied the minimum annual sales threshold of



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$14.0 million for the twelve-month period ending June 30, 1999. The Company is
required to pay royalties equal to 5% of net sales of Evan-Picone products (3%
of net sales of excess inventory and close-out sales). In addition, the Company
must spend 2% of annual net sales of Evan-Picone products on advertising. The
Company is required to make minimum guaranteed royalty payments during the term
of the agreement in increasing amounts in each annual period of the license
term, which was $450,000 for the 18-month period commencing July 1, 1996 through
December 31, 1997, and will increase to $750,000 in the sixth annual period of
the license agreement. The license also requires the Company to use its best
efforts to sell and promote Evan-Picone women's hosiery and provides that the
Company shall be deemed to be not using its best efforts if the Company's net
sales fail to exceed certain specified amounts during each annual period of the
license term. The specified amount of net sales of Evan-Picone products that
must be achieved was $9.5 million for 18-month period commencing July 1, 1996
through December 31, 1997, and increases in each annual period thereafter with
net sales requirements of $14.0 and $20.0 million in the third and sixth annual
periods, respectively. The Company satisfactorily achieved the minimum sales
level for the first annual period. In the event the Company fails to meet the
specified amount of net sales in any annual period, the licensor has the right
to terminate the agreement. The licensor may also terminate the agreement in
certain other events, including a change of control of the Company, the
Company's failure to make payments due under the agreement, abandonment of the
trademark or the granting of a lien or encumbrance on Evan-Picone products.

SALES AND MARKETING

         During 1995 the Company integrated the sales and marketing of its socks
and women's hosiery products, which have traditionally been segregated by
product category. This reorganization of the Company's direct sales force gives
one executive officer responsibility for sales of all of the Company's products
and allows each member of the direct sales force to offer the entire mix of the
Company's products to customers.

         The following table provides an overview of the sales and marketing of
the Company's finished products by product category, pricing approach, selected
brand names, market segment, major customers and method of distribution.



                                       13
<PAGE>   14


<TABLE>
<CAPTION>
                                                          SELECTED                                       PERCENTAGE
                                            PRICING         BRAND        DISTRIBUTION       MAJOR          OF 1997
 PRODUCT CATEGORY    GENERAL DESCRIPTION    APPROACH        NAMES        CHANNELS USED    CUSTOMERS        REVENUE
-----------------    -------------------    --------      --------       -------------   ----------      -----------
<S>                 <C>                    <C>          <C>              <C>             <C>             <C>

SOCKS

Sports specific      Functional, high      Moderate    adidas,          Sporting goods   The Sports            22.6%
                     quality socks with                Reebok, Fila,    stores,          Authority, Jumbo
                     extra cushioning                  Converse,        athletic         Sports, Champs,
                     that allow an                     IZOD, Head,      footwear         Oshman's
                     individual to match               ASICS,           stores,          SuperSports USA,
                     socks to a                        Ridgeview, Pro   athletic         J.C. Penney,
                     particular sport                  AM               footwear and     Reebok, Fila
                     activity                                           apparel
                                                                        manufacturers

Sports promotional   Lightweight, basic    Value       SportSox,        Sporting goods   The Sports            21.5%
                     cushion socks for a               GAMEsocks, WB    stores,          Authority, Jumbo
                     variety of uses                   Sports           athletic         Sports, Champs,
                                                                        footwear         Oshman's,
                                                                        stores, mass     SuperSports USA,
                                                                        market and       Wal-Mart
                                                                        discount stores

Rugged outdoor and   Heavyweight socks     Moderate    Woolrich,        Mass market      Kmart, J.C.           16.3%
heavyweight casual   with true rib         to Premium  Oyster Bay,      and discount     Penney, The Gap,
                     construction made                 Winchester,      stores,          Lands' End,
                     with wool and                     Seneca           outdoor          Eddie Bauer, WIX
                     cotton blends for                                  specialty        Corporation,
                     hiking, skiing,                                    stores,          Wal-Mart
                     hunting and other                                  department       Stores,  Target
                     active outdoor uses                                stores, mail
                                                                        order
                                                                        retailers,
                                                                        sporting goods
                                                                        stores

Active sport         Cushion-engineered    Premium     LINEOne          Sporting goods   The Sports            2.3%
                     socks with fiber                                   stores,          Authority, Jumbo
                     and construction                                   athletic         Sports, Champs,
                     elements intended                                  footwear         Oshman's
                     to provide high                                    stores,          SuperSports USA,
                     performance                                        athletic         J.C. Penney
                     features for the                                   footwear and
                     serious athlete                                    apparel
                                                                        manufacturers
WOMEN'S HOSIERY

Tights and trouser
socks                Opaque, durable       Moderate    Ellen Tracy,     Department       Target, J.C.          20.4%
                     pantyhose and         to Premium  Liz Claiborne    stores, mass     Penney,
                     trouser socks made                                 market and       Mercantile,
                     with heavy-weight                                  discount         Dillard's,
                     nylon yarns and                                    stores,          Federated
                     with spandex in                                    women's          (Macy's,
                     either half or all                                 fashions         Rich's), Neiman
                     of the knitted                                     specialty        Marcus,
                     courses                                            stores           Parisian,
                                                                                         Nordstrom


Sheer pantyhose      Basic ladies          Value to    Ellen Tracy,     Mass market,     Target, J.C.          15.6%
and knee-highs       pantyhose and         Premium     Liz Claiborne,   discount and     Penney,
                     knee-highs made                   Evan-Picone,     department       Mercantile,
                     with lightweight                  Picone Studio    stores           Dillard's,
                     nylon yarns and                                                     Federated
                     nylon/spandex yarns                                                 (Macy's,
                     for everyday and                                                    Rich's), Neiman
                     special uses                                                        Marcus,
                                                                                         Parisian,
                                                                                         Nordstrom
</TABLE>


                                       14
<PAGE>   15

         Sports, Rugged Outdoor and Heavyweight Casual Socks

         The Company believes it is one of the leading vendors of sports socks
to sporting goods and active apparel stores. The Company also sells its own and
licensed brand name socks to athletic footwear stores, sporting goods dealers,
department stores and mass merchandisers throughout the United States and
Canada. Among the Company's leading customers for its own sports sock brands are
Just for Feet, The Sports Authority, Oshman's Sporting Goods and Jumbo Sports.
Among the Company's leading customers for its rugged outdoor and heavyweight
casual socks, most of which are sold under various retailers' private labels,
are Kmart, J.C. Penney and The Gap.

         The Company also sells sports specific socks to many of the large
athletic footwear and apparel companies, including Adidas AG, Reebok
International, Ltd., New Balance, Inc. and Fila Holdings SpA, which design,
contract for the manufacture of and market sports socks under their
widely-recognized brand names. The Company is the primary manufacturer of sport
socks bearing the adidas brand name to fill orders from distributors of adidas
branded products located throughout Europe. To accommodate growth from the
adidas sports sock manufacturing program, the Company, in 1995, doubled the
capacity of its manufacturing facility in the Republic of Ireland.

         In conjunction with its retailers, the Company employs a sophisticated
marketing program for its own footwear collection designed to increase sales by
educating consumers about the benefits of its active sports, sports specific and
rugged outdoor and heavyweight casual socks. For example, the Company's LINEOne
brand of active sports socks are packaged in bright, colorful, attention-getting
sleeves printed with extensive information about the benefits of the extra
cushioning in high impact areas, the unique qualities and benefits of the
natural and synthetic fibers used and other features of the LINEOne brand that
are designed to help consumers appreciate the value of these premium-priced
socks. The marketing program includes offering retailers a variety of
merchandising aids such as floor and counter unit displays equipped with signage
bearing the Ridgeview name as well as the Company's brand names. For the
Company's promotionally-priced socks, which are typically sold in packages of
three or six pairs each, the Company offers retailers free-standing,
wire-constructed package bins equipped with similar signage. For most of its
socks, the Company also offers a 'tier' unit sock display system equipped with
Ridgeview and brand name specific signage designed to fit into retailers'
existing pegboard or slat wall product display systems.

         Approximately 50% of the Company's sock sales in 1997 were made by a
nationwide network of more than 55 independent sales representatives, most of
whom specialize in sporting goods and athletic apparel, who earn commissions on
sales of the Company's products. The Company has an internal sales force of
seven employees located at the Company's headquarters. Two of these sales
employees work exclusively with large athletic footwear and apparel companies
for which the Company serves as a manufacturing source and major private label
accounts. Sales of sports socks manufactured at the Company's facility in the
Republic of Ireland, which are sold primarily to Adidas AG and Reebok
International Ltd. for distribution by them to retail outlets in Europe, are
handled by a small group of employees located at that facility.



                                       15
<PAGE>   16
         Since the Seneca acquisition in June 1995, the Company has been selling
rugged outdoor and heavyweight casual socks under the licensed brand name
Woolrich. Sales of Woolrich socks are made primarily by the 40-person direct
sales force employed by Woolrich, Inc., who earn commissions from the Company.

         In both its branded and private label sock business, the Company
engages in cooperative advertising with major retail accounts, whereby the
Company pays a percentage of the cost of advertising and promotional expenses.
In most instances, the percentage of the Company's contribution to the
retailer's advertising budget is related to the volume of the Company's sales to
the retail account.

         International Sales and Marketing of Socks

         In 1997, approximately 14% of the Company's sock sales were
attributable to sales to customers located outside of the United States. Among
the principal countries to which the Company exports socks are the United
Kingdom, France, Japan, Singapore and Finland. All of the production at the
Company's manufacturing facility in the Republic of Ireland is sold in Europe.
To accommodate growth from the new adidas sports sock manufacturing program, the
Company completed a major expansion of this facility in 1995.

         Women's Hosiery Products

         The Company sells private label women's hosiery products to
approximately 150 department stores, specialty retailers, mass market and
discount stores throughout the United States in over 5,000 locations. Among the
Company's leading customers for its private label products are Target, J.C.
Penney, Nordstrom and Liz Claiborne, Inc., which designs, contracts for the
manufacture of and markets women's hosiery packaged under various trademarks,
including Liz Claiborne and Elisabeth, to better department and specialty
stores. The Company sells Ellen Tracy women's hosiery to more than 100
department and specialty stores in over 1,000 locations throughout the United
States and Canada. Principal customers for the Ellen Tracy line of hosiery
products include Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's,
Bloomingdale's and Dillard's.

         In July 1996, the Company began selling the line of Evan-Picone women's
hosiery products, which is distributed through more than 200 department and
specialty stores in over 1,500 locations throughout the United States and
Canada. Principal customers for the Evan-Picone product line include The TJX
Companies, Inc, which includes T.J. Maxx and Marshalls, May Department Stores
Co., Dillard's, J.C. Penney and Federated Department Stores. The Company began
selling Evan-Picone products through a nationwide network of sales
representatives, most of whom sold Evan-Picone products for the company that
previously held the license for the Evan-Picone women's hosiery program. On
January 1, 1997, this group of sales representatives became part of the
Company's internal sales force.

         In 1997, the Company contracted with a marketing, advertising and
public relations firm to develop a series of marketing initiatives aimed at
positioning Evan-Picone as a


                                       16
<PAGE>   17

significant competitor in the sheer hosiery marketplace. The initiatives, which
include comprehensive consumer focus group studies, new point of sale materials,
design and creation of new Evan-Picone packaging and direct mail to consumers,
will continue into 1998, and will transform the current line of Evan-Picone
products into a newly, redesigned line.

         With the addition of the sales representatives from the Evan-Picone
women's hosiery program, the Company's internal sales force for women's hosiery
products has grown to 11 employees. This reorganized sales force is now
responsible for the private label, Ellen Tracy and Evan-Picone hosiery business.
Senior management is actively involved in selling to major accounts and
participates during market weeks and at other times in presentations to
department stores and specialty retailing customers.

         The Company works closely with retailers, placing special emphasis on
packaging and design, to develop attractive and economical private label hosiery
programs that will meet with consumer acceptance and generate increased sales
for the retailer as well as the Company. For example, in 1995 the Company made
significant changes in product construction and pricing for its private label
programs with Target and took steps to control product costs by making
additional investments in knitting and automated finishing and packaging
machinery to increase the efficiency of the Company's manufacturing operations.

         In both its private label and branded business, the Company engages in
cooperative advertising with major retail accounts, whereby the Company pays a
percentage of the cost of advertising and promotional expenses. In most
instances, the percentage of the Company's contribution to the retailer's
advertising budget is related to the volume of the Company's sales to the retail
account. From time to time, the Company's major yarn suppliers also contribute
to the cost of such cooperative advertising and promotions. The Company is
required to devote 3% of its Ellen Tracy sales to advertising. In 1997,
approximately one-half of that amount was used for cooperative advertising with
retail accounts, and the remainder was paid to Ellen Tracy, Inc. to support
general advertising of the Ellen Tracy brand name in fashion magazines and other
national media.

         The Company intends to expand its private label women's hosiery
business, sales of which have increased in each of the last three years, by
augmenting sales under private label programs with existing customers, improving
customer service and pursuing additional private label program business with
major retailers. With the completion of the installation of 84 new knitting
machines in 1997, together with the investments in technology recently made to
strengthen women's hosiery manufacturing and the ability to contract with other
manufacturers for finished product when necessary, the Company will have the
capability to expand sales of its private label business without making
significant additional capital expenditures. The Company intends to expand the
sales of Ellen Tracy and Evan-Picone women's hosiery by adding to the existing
styles offered, increasing its sales and marketing effort and continuing major
product development.


                                       17
<PAGE>   18
MANUFACTURING

         The chart set forth below provides an overview of the Company's
manufacturing facilities by geographic location:

<TABLE>
<CAPTION>

                                 Number of
                                 Knitting
                       Number    Machines                                                     Approximate
                         of      Installed                                                    Output per
                      Knitting   in Last        Year      Approximate                           Week in    Approximate
Location              Machines   Three       Operations      Square                            Dozens of    Number of
of Facility                      Years        Commenced     Footage     Product Categories      Pairs      Employees
-----------           -------    ----------   ---------   -----------   ------------------    -----------  ---------
<S>                   <C>        <C>          <C>          <C>          <C>                   <C>          <C>
Newton, NC                90         90         1912       100,000      Tights, trouser         18,000         275
(women's hosiery)                                                       socks, pantyhose
                                                                        and knee-highs
Newton, NC                58         58         1976        70,000      Complete range of       15,000         210
(sports socks)                                                          sports specific
                                                                        socks
Tralee, Republic of       80         50         1986        45,000      Complete range of       15,000         115
Ireland                                                                 sports specific
                                                                        socks
Ft. Payne, AL             76         76         1992        72,000      Complete range of       35,000         185
                                                                        sports promotional
                                                                        socks
Seneca Falls, NY         141         32         1954       180,000      Complete range of       12,000         205
                         ---         --                    -------      rugged outdoor and      ------         ---
                                                                        heavyweight casual
                                                                        socks
Total                    445        306                    467,000                              95,000         990
                         ===        ===                   ========                              ======         ===
</TABLE>

         Sports, Rugged Outdoor and Heavyweight Casual Socks

         The Company manufactures socks primarily for inventory requirements
based on estimated demand but also in response to customer orders on private
label business. The Company maintains finished inventory of its own and licensed
brand products under the Company's Quick Response inventory control system.
Products maintained in finished inventory are generally shipped within three
days of receipt of an order, which in the case of the Company's larger customers
is typically received and processed by the Company electronically. Orders for
socks not maintained in finished goods inventory are typically shipped within
ten to thirty days of receipt of the customer's order, depending upon the size
of the order.

         The Company manufactures socks at all of its facilities. At its
facility located in Newton, North Carolina, the Company has 58 knitting
machines, all of which are electronic. In its facility located in Ft. Payne,
Alabama, where all of the Company's promotionally-priced, multi-pair pack
lightweight cushion socks are made, the Company has 76 electronic knitting
machines. At its facility located in the Republic of Ireland, where the Company
makes sports specific socks primarily for sale to major athletic footwear and
apparel companies, the Company has 80 knitting machines, 50 of which were
installed in the last three years. At its facility located in Seneca Falls, New
York where the Company produces all of its rugged outdoor and heavyweight casual
socks, the Company has 141 "double cylinder" knitting machines, most of which
are mechanical machines.



                                       18
<PAGE>   19

         The Company's electronic, CAD/CAM-driven machines allow the Company to
vary its manufacturing runs to adjust quickly to changing patterns in demand
without traditional high change-over or retooling costs. They also allow the
Company to maintain a computer library of pattern and texture designs that can
be electronically transmitted to these knitting machines. When the appropriate
yarns have been installed to feed into them, the machines will automatically
adjust to knit socks conforming to the new pattern and texture design.

         The Company generally operates its sock knitting machinery at each
facility five days a week, 24 hours a day, except in Newton where the Company
operates its sock knitting machinery seven days a week, 24 hours a day.
Finishing socks, which includes toe closing, bleaching, scouring and dyeing,
boarding, pairing and packaging, is generally accomplished at each facility by
one shift of labor working five days a week and overtime when necessary. To meet
peaks in demand for finished inventory that cannot be met from its own
production, the Company from time to time purchases greige goods from other
manufacturers.

         Although the Company expects to continue making regular, and in some
years significant, investments in technology that will increase the productive
capacity, efficiency and competitive position of its sock manufacturing
operations, the Company believes that its sock manufacturing operations,
supplemented by the purchase of greige goods from others when necessary, will be
able to meet current and projected demand for the Company's products.

         Women's Hosiery Products

         The Company manufactures its women's hosiery products in response to
customer orders and for inventory requirements based on estimated demand. The
Company maintains finished inventory of certain private label and Ellen Tracy
hosiery under the Company's Quick Response inventory system. Products maintained
in finished inventory are generally shipped within three days of receipt of an
order from a retail account, which in the case of the Company's larger
customers, such as Target, is typically received and processed by the Company
electronically. Orders for women's hosiery not maintained in finished goods
inventory are typically shipped within ten to thirty days of receipt of the
customer's order.

         The Company manufactures women's hosiery products at its facility in
Newton, North Carolina, where the Company has 90 new electronic knitting
machines, automated assembly equipment and static dyeing machines. Eleven of the
Company's machines are electronic, CAD/CAM-driven and allow the Company to vary
its manufacturing runs to adjust quickly to changing patterns in demand without
traditional high changeover or retooling costs. The Evan-Picone hosiery program
and certain other women's hosiery products are outsourced to other
manufacturers. In 1997, the Company completed the installation of 84 electronic
knitting machines for its women's hosiery division to replace the existing
mechanical machines currently in use. These new electronic knitting machines
produce hosiery at a faster rate and reduce change-over and retooling costs, as
well as provide higher efficiency levels, significantly improve product quality,
reduce "fallout" and enhance product development through product sophistication
and diversity. The Company generally operates its women's hosiery-knitting
machinery 24 hours a day, five days a week. The finishing of women's



                                       19
<PAGE>   20

hosiery which, includes toe closing, fabricating, boarding and packaging, is
generally accomplished by one shift of labor working five days a week. Overtime
work is scheduled when necessary to respond to increased product demand. The
Company recently purchased new assembly and packaging machinery, which by
automating several of the steps in the finishing process, has reduced the
Company's labor requirements for this traditionally labor intensive part of the
manufacturing process.

         For its electronic CAD/CAM-driven knitting machinery, the Company is
able to maintain a computer library of hosiery patterns and texture designs that
can be electronically transmitted to the knitting machines. When the appropriate
yarns have been installed to feed into them, these machines will automatically
adjust to knit hosiery conforming to the new pattern and texture design. The
Company has a small in-house product development staff which includes two
experienced fashion designers that develop original designs on the Company's
CAD/CAM system.

         The Company regularly contracts with other manufacturers for greige
goods as well as finished hosiery when orders for the Company's women's hosiery
products exceed its production capacity. Although the Company expects to make
continuing, significant investments in technology to increase the production
capacity and efficiency of its women's hosiery manufacturing operations, the
Company believes that, with the exception of the Evan-Picone program and a
limited number of other styles of women's hosiery products that will be
outsourced from time to time to other manufacturers, it will have sufficient
technologically advanced production capacity to meet current and projected
demand for its women's hosiery products for the next several years.

QUALITY ASSURANCE PROGRAM

         The Company maintains a rigorous quality assurance program for its
manufacturing operations that begins with the purchase of only high-quality
yarns and a program of regular maintenance and constant monitoring, some of
which is done by computer, of the Company's knitting machinery. Greige goods
produced by the Company or purchased from others are carefully inspected prior
to finishing, and randomly selected samples of finished goods are inspected
prior to being packaged and shipped. The Company also emphasizes strong
interaction with its major customers on quality assurance issues and employee
education on the importance of quality assurance. During each of the past five
years, the Company has achieved high-quality standards with less than 1% of its
products in each of such years being returned as defective. Based on their
collective years of experience, management of the Company believes this record
compares favorably with those of others in the industry.

RAW MATERIALS

         The Company's products are manufactured from yarns spun from either
synthetic (e.g., nylon and acrylic) or natural (e.g., cotton and wool) fibers,
or a blend of both. The principal yarns used in the manufacture of sports,
outdoor and casual socks are cotton, wool and a variety of synthetic fibers. The
principal yarns used in the manufacture of women's hosiery products are textured
nylon of varying weights and spandex, principally DuPont's Lycra. As



                                       20
<PAGE>   21

the Company has achieved greater manufacturing efficiencies through investments
in modern knitting machinery and automated finishing and packaging equipment
that reduce labor inputs and as the prices of yarns spun from both natural and
synthetic fibers have increased, the cost of raw materials as a percentage of
the Company's cost of goods sold has increased.

         The Company and other major users of cotton and wool yarns typically
enter into fixed-price contracts, having terms ranging from six to twelve
months, during the fall of the year when much of the cotton crop is being
harvested worldwide. By doing so, the Company and its competitors are able to
avoid making significant purchases of cotton and wool on the spot market and are
able to establish and maintain pricing for their products using large amounts of
these natural fibers throughout the year with only minor adjustments.

         The Company purchases its requirements for textured nylon, polyester,
polypropylene and other yarns made from synthetic fibers from a variety of
suppliers at prevailing prices that are influenced both by changes in demand and
the producers' costs. Many synthetic fibers, such as polyester, are
petrochemical-based, and prices for them are influenced by changes in the price
of petroleum. The Company has reduced the adverse effect of price increases for
synthetic fiber yarns in recent years by negotiating rebates with its major
synthetic yarn suppliers based on the Company's volume of purchases.

         The Company generally has been successful in recovering increased raw
material costs on its branded products, many of which include significant
amounts of wool and cotton yarn as well as yarns made from synthetic fibers.
Recovering higher costs for raw materials on the Company's private label women's
hosiery products is generally more difficult because of the highly competitive
nature of this business.

QUICK RESPONSE INVENTORY SYSTEM

         The Company has developed its sophisticated Quick Response inventory
system to enable the Company to coordinate its manufacturing operations and
order fulfillment system with the electronic inventory control systems employed
by most of the Company's women's hosiery customers and an increasing number of
its major sport socks customers. The Quick Response inventory system, which
combines bar code technology with electronic data interchange ("EDI"), provides
a link between the customers' and the Company's computers, eliminates
inefficiencies by automating receipt and processing of customers' orders and
allows the Company to respond with "just-in-time" manufacturing techniques to
the tighter shipment schedules demanded by large retailers. Using EDI
technology, the Company receives from certain major customers, via electronic
interchange, weekly updates of sales and inventory levels from store locations
nationwide. For certain customers, such as Target and The Sports Authority, this
information automatically generates orders which the Company then fills.



                                       21
<PAGE>   22

         For some time, the Company has been planning to construct a
distribution center at its manufacturing facility in Newton, North Carolina.
Management has postponed the construction of this new facility, however, until
the Company has successfully completed the implementation of its enterprise wide
management information system, which is currently underway. When completed, this
new system will incorporate sophisticated inventory control and order
fulfillment technology and become an integral component of the Company's Quick
Response inventory system. The construction of a distribution center, which
management expects to occur in the next two to four years, will become the focal
point of the Company's Quick Response inventory system. While the Company will
need to continue making significant capital investments in new information
technology to maintain and strengthen its Quick Response system in response to
major retailers' increasingly sophisticated EDI expectations, the Company
believes the system it is currently implementing will be adequate for its
current and future business needs.

MAJOR CUSTOMERS

         In 1997, sales of women's hosiery products and socks to Target
accounted for approximately 13% of the Company's total net sales. During such
year, no other single customer accounted for more than 10% of the Company's
consolidated net sales. The Company's business relationship with Target began
more than 20 years ago when Target had less than 100 stores. As the number of
stores operated by Target has increased to over 700, the Company's sales to this
customer have increased commensurately. The Company's five largest women's
hosiery customers, including Target, accounted for greater than 75% of the
Company's total women's hosiery business in 1997. During the same year, the
Company's five largest sock customers accounted for approximately 30% of the
Company's sock business.

CREDIT AND COLLECTIONS

         The Company's credit and collection functions are managed by the
Company's credit department at its corporate headquarters, except for credit and
collection on sales of socks manufactured at the Company's facilities located in
Seneca Falls, New York and in the Republic of Ireland, which are handled by
employees at those facilities. The credit of the Company's customers is
evaluated regularly by monitoring of accounts receivable and through reports
obtained from major business credit evaluation services. In the case of smaller
retail outlets for sports socks, the Company relies in part on credit evaluation
information available through a variety of credit information sources. The
Company believes its credit and collection management has been a significant
factor in minimizing the effect on the Company of bankruptcy filings of certain
customers. In each of the last five years, the Company's write-off of
uncollectible receivables has averaged less than 1% of net sales.

SEASONALITY

         The Company's sales of rugged outdoor and heavyweight casual socks, ski
socks and thermal underwear/leggings are highly seasonal and generally occur
during the fall and winter selling seasons, which begin in August and end in
December. The Company's women's


                                       22
<PAGE>   23

hosiery business is also somewhat seasonal with hosiery sales, particularly
sales of tights (which sell for higher wholesale prices than women's sheer
hosiery) increasing in the fall and winter months. Historically, the majority of
the Company's sales have been generated, and most of the Company's profits have
been earned, in the third and fourth quarters of its fiscal year.

BACKLOG

         As a result of the seasonality of certain products, the Company
accumulates a temporary backlog of orders primarily during the summer and early
fall months. At March 1, 1998, the Company's order book reflected unfilled
customer orders for approximately $9.0 million of products as compared to $7.2
million at the same date in the prior year. Order book data at any given date is
also materially affected by the timing of recording orders and of shipments, as
well as the status of major private label programs. Recently, certain large
customers who formerly placed firm orders with the Company began instead
providing projections of their demand for the Company's products and
transmitting smaller firm orders on a more frequent basis. Accordingly, order
book data should not be taken as indicative of eventual actual shipments or net
sales, or as providing meaningful period-to-period comparisons. Excluding those
products which are seasonal in nature and major private label programs, the
Company receives orders fairly evenly throughout the year and generally ships
within three to thirty days after receipt of a customer's order.

COMPETITION

         The sock manufacturing segment of the hosiery industry is highly
fragmented and competitive. According to the NAHM, at December 31, 1997 there
were approximately 325 companies manufacturing socks in the United States. The
Company is subject to competition from a number of these companies that
manufacture and sell a complete range of sports socks or, in many cases,
specific categories of sports socks, such as active sports socks, that are
competitive with one or more of the Company's products. The Company believes
that it is one of the leading vendors of sports socks to sporting goods and
active apparel stores. The number of competitors in the manufacture and sale of
rugged outdoor and heavyweight casual socks is considerably smaller because the
number of "double cylinder" knitting machines required to make these socks is
limited.

         The women's hosiery industry is highly competitive and is currently
experiencing excess capacity and flat demand for sheer hosiery products. The
women's hosiery industry is dominated by the industry leader, Sara Lee Hosiery,
and by Kayser-Roth. Sara Lee Hosiery not only sells private label and brand name
women's hosiery to department stores, specialty stores and mass merchandisers,
it also sells substantial quantities of its brand name products directly to
consumers through its outlet catalog. Sara Lee Hosiery and Kayser-Roth, as well
as several other large domestic manufacturers of women's hosiery, have
substantially greater market share and financial resources than the Company. The
Company is also subject to competition from a large number of smaller domestic
competitors, which compete primarily based on price for private label business.
Sara Lee Hosiery manufactures and sells women's hosiery in the designer segment
of the market under the licensed Donna Karan brand name in



                                       23
<PAGE>   24

competition with the Company's Ellen Tracy hosiery. Other women's hosiery
manufacturers sell similar designer name brand women's hosiery with equal or
greater consumer recognition, which is marketed to the same group of
fashion-conscious consumers to which the Company's Ellen Tracy hosiery is
marketed.

         Competition among manufacturers of all categories of the Company's
products is primarily on the basis of customer service, product quality,
pricing, order fulfillment capability and relationships forged over time between
sales personnel and buyers for the large national retailers and other major
customers. The Company believes that the most important of these are order
fulfillment and product quality, which encompass the ability to service the
customer's needs by fulfilling and shipping orders for products that are of a
consistent quality on a timely basis. The Company believes its good reputation
for order fulfillment and consistent product quality gives it a competitive
advantage over many of its competitors, including some competitors whose prices
are lower than the Company's prices for similar products.

         The Company believes that its increased size, which has occurred as the
result of internal sales growth and the Seneca acquisition, as well as its
diversified product lines, give the Company an increasing competitive advantage.
The Company believes a manufacturer's size will be particularly important during
a period of anticipated consolidation in the sock and women's hosiery industry
that is being driven in part by increased retail concentration. In this regard,
the Company expects to benefit from an industry trend for retailers to align
with a fewer number of major manufacturers who can provide a significant share
of a major retailer's total sock and women's hosiery requirements, have the
capability of assisting the retailer in managing its hosiery business and are
able to meet increased logistical demands imposed by major retailers.

REGULATION

         The Company's business is subject to regulation by federal, state and
local governmental agencies dealing with various aspects of conducting a sock
and women's hosiery manufacturing business such as work place safety, protection
of the environment, wage and hour policies, product labeling, family and medical
leave policies and product flammability standards. Certain of these regulations,
particularly those relating to air quality, water quality and disposal of waste
products, are technical in nature, involve substantial penalties in the event of
breach and require extensive controls to assure compliance with their
provisions. While the Company believes that it has operated and intends to
operate in full compliance with these regulations, such compliance may result in
significant additional costs.



                                       24
<PAGE>   25

EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information regarding the
executive officers of the Company.


<TABLE>
<CAPTION>
           Name                             Age        Position
           ----                             ---        --------
           <S>                              <C>        <C>
           Albert C. Gaither                 66        Chairman and Director
           Hugh R. Gaither                   47        President, Chief Executive Officer
                                                       and Director
           William D. Durrant                60        Executive Vice President and Director
           Walter L. Bost, Jr.               43        Executive Vice President and Chief
                                                       Financial Officer
           Barry F. Tartarkin                43        Executive Vice President - Sales and
                                                       Marketing
           M. Ander Horne                    46        Vice President - Sales and Marketing - Socks
           Joseph G. Royall                  37        Vice President - Operations
</TABLE>


         Albert C. Gaither has been a director since 1958 and Chairman of the
Company since January 1992. From January 1980 through December 1991 he served as
the Company's President, and from January 1992 until September 1995 was the
Company's Chief Executive Officer. He received a B.A. from Davidson College in
1956 and has been employed with the Company since 1956. Mr. Gaither is Susan
Gaither Jones' father and a cousin of Hugh R. Gaither and J. Michael Gaither.

         Hugh R. Gaither has been a director since 1977 and President of the
Company since January 1992. Since September 1995, he also has served as the
Company's Chief Executive Officer. Mr. Gaither served as Vice President of the
Company from January 1980 to January 1992. He joined the Company in 1975 after
having received a B.A. from Davidson College and a M.B.A. from the University of
North Carolina at Chapel Hill. During 1994 and 1995, Mr. Gaither served as
Chairman of the National Association of Hosiery Manufacturers. Mr. Gaither is J.
Michael Gaither's brother and a cousin of Albert C. Gaither and Susan Gaither
Jones.

         William D. Durrant who was elected to his current position in September
1995, has been employed by the Company since 1976 and has been a director since
1979. From January 1992 until September 1995, Mr. Durrant served as Senior Vice
President (Sales and Marketing) for the Company's sports sock division. From
July 1976 until December 1992, he served as Vice President (Sales) for the
sports sock division.



                                       25
<PAGE>   26


         Walter L. Bost, Jr., who is a certified public accountant, was elected
to his current position in September 1995 and has been employed by the Company
since 1987, during which entire period he has served as the Company's Chief
Financial Officer. From 1982 until 1987 he was controller of a privately-owned
hosiery manufacturing company located in Hickory, North Carolina. Mr. Bost
received a B.A. in Accounting from the University of North Carolina at Chapel
Hill in 1977.

         Barry Tartarkin, who was named to his current position in January 1997,
has been employed by the Company since March 1993, serving as Vice President of
Sales for the Company's women's hosiery division. From 1980 until 1993, Mr.
Tartarkin served as president of two different women's hosiery sales companies.
Mr. Tartarkin received a B.S. in Economics and Finance from the University of
Hartford in 1976.

         M. Ander Horne, who was named to his current position in January 1997,
has been employed by the Company since April 1979, serving previously as Eastern
Regional Sales Manager from April 1979 until January 1995 and National Sales
Manager for the Company's sports sock manufacturing operations from January 1995
until January 1997. Mr. Horne received a B.A. in Journalism from the University
of Georgia in 1972.

         Joseph G. Royall, who was named to his current position in January
1996, has been employed by the Company since 1989, serving as the Company's cost
accounting manager from October 1989 until June 1992 and as General Manager for
the Company's sports sock operation in Ft. Payne, Alabama from June 1992 until
January 1996. Mr. Royall received a B.S. in Accounting and Business Management
from Tennessee Wesleyan College in 1984.

EMPLOYEES

         As of March 1, 1998, the Company employed approximately 990 persons,
177 of whom, employed at Seneca, were covered by a collective bargaining
agreement with the Union of Needletrades, Industrial and Textile Employees
("UNITE"). The employees at the Company's facility in the Republic of Ireland
are not covered by a collective bargaining agreement, but the Company does
recognize Services Industrial Professional Technical Union as their
representative. The Company's current collective bargaining agreement covering
wages and benefits for its employees at Seneca expires March 31, 1998, and the
Company is currently negotiating the terms of a new multi-year agreement. None
of the Company's employees represented by a union has engaged in any kind of
work stoppage in the last ten years. The Company considers its relationships
with its employees to be good.

         At its manufacturing facility in Newton, North Carolina, the Company
operates a day care center for the benefit of its employees with space for 75
children. The operating costs of the center that are not covered by payments
made by employees using the center, grants received or funds from other sources
are paid by the Company. Approximately 75% of the Company's hourly employees at
this facility are female. For the past two years, Working Mother magazine has
named the Company to the magazine's annual list of "100 Best Companies for
Working Mothers," citing the availability of this day care center and the
Company's other family-friendly policies for its employees. Management believes
these



                                       26
<PAGE>   27

policies foster employee morale and loyalty, help the Company attract and
retain talented people and contribute to a stable and productive work force.

ITEM 2 - PROPERTIES


         The Company's corporate offices, all of its women's hosiery and a
significant portion of its sports sock manufacturing operations are located in
Newton, North Carolina in five Company-owned buildings containing approximately
170,000 square feet of space. The Company is currently examining the logistical
and physical requirements necessary for the construction of a distribution
facility on property the Company currently owns, which should be completed in
the next two to four years. As part of this process, the Company will give
consideration to either constructing a new facility or purchasing an existing
facility that meets the Company's distribution needs. The Company's facilities
in Newton also include a 4,000 square foot building housing a Company-sponsored
child care center.

         The Company owns an approximately 60,000 square foot sock finishing and
shipping facility and leases on a month-to-month basis an approximately 24,000
square foot sock knitting and sewing facility in Ft. Payne, Alabama. The Company
also owns a manufacturing facility located in Tralee, Republic of Ireland. With
the assistance of a grant from the Irish Development Authority equal to
approximately one-third of the total capital investment required, the Company
expanded the size of this facility in 1995 to approximately 45,000 square feet.
The Company also owns an approximately 100,000 square foot, three-story building
at Seneca that houses the knitting, sewing and finishing operations for the
Company's production of rugged outdoor and heavyweight casual socks. The Company
owns a nearby 80,000 square foot building on 37 acres of land that serves as a
warehouse and distribution center for Seneca.

ITEM 3 - LEGAL PROCEEDINGS

         None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                  * * * * * * *

         For the purposes of calculating the aggregate market value of the
shares of Common Stock held by non-affiliates, as shown on the cover page of
this report, the Company has assumed that all outstanding shares are held by
non-affiliates except for shares outstanding that are beneficially owned by
directors or executive officers of the Company. However, this should not be
deemed to constitute an admission that all directors and executive officers of
the Company are, in fact, affiliates of the Company, or that there are not other
persons who may be deemed to be affiliates of the Company. Further information
concerning shareholdings of directors, executive officers and principal
shareholders is included in the Company's proxy statement for


                                       27
<PAGE>   28


the annual meeting of shareholders to be held May 26, 1998. The Company will
file its proxy statement with the Securities and Exchange Commission not later
than April 30, 1998.




                                     PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

(a)      Market Information

         The Company's Common Stock is traded on The Nasdaq Stock Market
         National Market System ("Nasdaq") under the symbol RIDG. The following
         table sets forth for the period indicated the high and low sale prices
         for the Company's Common Stock as reported by Nasdaq beginning with the
         closing price on the first day of trading, November 1, 1996.

<TABLE>
<CAPTION>
                                                          Price Range
                                              --------------------------------
                                                       High              Low
                                                       ----              ---
                    <S>                       <C>                      <C>
                          1996
                          ----
                    Fourth Quarter                    $8.250           $7.125
                    (from November 1, 1996)

                          1997
                          ----
                    First Quarter                     $8.000           $6.625
                    Second Quarter                    $7.875           $6.500
                    Third Quarter                     $8.375           $7.000
                    Fourth Quarter                    $8.000           $5.750
</TABLE>

(b)      Holders

         As of March 23, 1998, there were 114 holders of record of the
         Company's Common Stock and 900 persons or entities holding in nominee
         name.

(c)      Dividends on the Company's Common Stock.

         The Company ceased paying dividends on its Common Stock immediately
         prior to the initial public offering in November 1996 and does not
         intend to pay any cash dividends in the foreseeable future. In
         connection with the initial public offering of its Common Stock, the
         Company issued a stock dividend, effective October 8, 1996, of
         approximately 129 additional shares of Common Stock for each
         outstanding share of Common Stock.

ITEM 6 - SELECTED FINANCIAL DATA

         The information required to be furnished in response to this item
appears in and is incorporated by reference from the Company's 1997 Annual
Report to Shareholders. Relevant portions of the Company's 1997 Annual Report to
Shareholders have been filed as Exhibit 13.1 to this report.


                                       28
<PAGE>   29
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

         The information required to be furnished in response to this item
appears in and is incorporated by reference from the Company's 1997 Annual
Report to Shareholders. Relevant portions of the Company's 1997 Annual Report to
Shareholders have been filed as Exhibit 13.1 to this report.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required to be furnished in response to this item
appears in and is incorporated by reference from the Company's 1997 Annual
Report to Shareholders. Relevant portions of the Company's 1997 Annual Report to
Shareholders have been filed as Exhibit 13.1 to this report.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.


                                       29
<PAGE>   30



                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required to be furnished in response to this item with
respect to directors appears under the heading "Election of Directors" in the
Company's proxy statement for the annual meeting of shareholders to be held May
26, 1998, which information is incorporated by reference. The Company will file
its proxy statement with the Securities and Exchange Commission not later than
April 30, 1998. Information relating to the Company's executive officers is
contained in Part I of this report under the heading "Executive Officers of the
Registrant."

ITEM 11 - EXECUTIVE COMPENSATION

         The information required to be furnished in response to this item
appears under the heading "Election of Directors" in the Company's proxy
statement for the annual meeting of shareholders to be held May 26, 1998, which
information is incorporated by reference. The Company will file its proxy
statement with the Securities and Exchange Commission not later than April 30,
1998.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required to be furnished in response to this item
appears under the heading "Security Ownership of Certain Beneficial Owners and
Management" in the Company's proxy statement for the annual meeting of
shareholders to be held May 26, 1998, which information is incorporated by
reference. The Company will file its proxy statement with the Securities and
Exchange Commission not later than April 30, 1998.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required to be furnished in response to this item
appears under the heading "Election of Directors" in the Company's proxy
statement for the annual meeting of shareholders to be held May 26, 1998, which
information is incorporated by reference. The Company will file its proxy
statement with the Securities and Exchange Commission not later than April 30,
1998.


                                       30
<PAGE>   31



                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)   The Company has included the following Consolidated Financial
         Statements with this 10-K Report:


-    Consolidated Statements of Income -- For the Years Ended December 31, 1995,
     1996 and 1997 are incorporated by reference from the Company's 1997 Annual
     Report to Shareholders. Relevant portions of the Company's 1997 Annual
     Report to Shareholders have been filed as Exhibit 13.1 to this report.

-    Consolidated Balance Sheets at December 31, 1996 and 1997 are incorporated
     by reference from the Company's 1997 Annual Report to Shareholders.
     Relevant portions of the Company's 1997 Annual Report to Shareholders have
     been filed as Exhibit 13.1 to this report.-

-    Consolidated Statements of Shareholders' Equity -- For the Years Ended
     December 31, 1995, 1996 and 1997 are incorporated by reference from the
     Company's 1997 Annual Report to Shareholders. Relevant portions of the
     Company's 1997 Annual Report to Shareholders have been filed as Exhibit
     13.1 to this report.

-    Consolidated Statements of Cash Flows -- For the Years Ended December 31,
     1995, 1996 and 1997 are incorporated by reference from the Company's 1997
     Annual Report to Shareholders. Relevant portions of the Company's 1997
     Annual Report to Shareholders have been filed as Exhibit 13.1 to this
     report.

-    Notes to Consolidated Financial Statements -- For the Years Ended
     December 31, 1995, 1996 and 1997 are incorporated by reference from the
     Company's 1997 Annual Report to Shareholders. Relevant portions of the
     Company's 1997 Annual Report to Shareholders have been filed as Exhibit
     13.1 to this report.

(a)(2) The Company has included the following Consolidated Financial Statement
schedules with this 10-K Report:

-    Report of independent certified public accountants on Supplemental
     Schedule filed as Exhibit 23.1 to this report

-    Schedule II - Valuation and Qualifying Accounts


                                       31
<PAGE>   32
         We have omitted all other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission
because they are either not required under the related instructions or are
inapplicable.

(b)      Reports on Form 8-K

                  None.

(c)      Exhibits

------------------------------------------
           Previously Filed and
          Incorporated Herein by
                Reference
------------------------------------------




<TABLE>
<CAPTION>
              Document With Which Exhibit      As
Exhibit                Was                   Exhibit
   No.              Previously Filed           No.                          Exhibit Description
-------       ---------------------------    --------                       -------------------
<S>           <C>                            <C>       <C>
   3.1                    (1)                  3.1     Articles of Incorporation of Ridgeview, Inc., as amended and
                                                       restated.
   3.2                    (1)                  3.2     Bylaws of Ridgeview, Inc., as amended and restated.
   4.1                    (1)                  4.1     Form of Common Stock Certificate.
  10.1                    (1)                 10.1     License Agreement dated as of January 1, 1994 by and between
                                                       Ellen Tracy, Inc. and Company
  10.1(a)                 (2)                 10.1(a)  Form of letter dated October 22, 1996 from Ellen Tracy, Inc.
                                                       extending license agreement until December 31, 1997
  10.1(b)                                              Form of letter dated February 27, 1998 from Ellen Tracy, Inc.
                                                       extending license agreement through December 31, 2000.
  10.2                    (1)                 10.2     License Agreement dated May 28, 1996 between Jones
                                                       Investment Co., Inc. and Ridgeview, Inc.
  10.3                    (2)                 10.3     Amended and Restated Loan and Security  Agreement (Term Loan
                                                       and Revolving  Loan) dated as of December 20, 1996 by and
                                                       among Ridgeview, Inc. Seneca Knitting Mills Corporation,
                                                       Interknit, Inc. and NationsBank, N.A. (South).
  10.4                    (2)                 10.4     First Amendment to Amended and Restated Loan and Security
                                                       Agreement (Term Loan and Revolving Loan) dated as of January
                                                       31, 1997 by and among Ridgeview, Inc., Seneca Knitting Mills
                                                       Corporation, Interknit, Inc. and NationsBank, N.A. (South)

</TABLE>


                                       32
<PAGE>   33
<TABLE>

<S>                       <C>                 <C>      <C>
10.5                      (2)                 10.5     Second Amendment to Amended and  Restated Loan and Security
                                                       agreement (Term Loan and Revolving  Loan) dated March 13,
                                                       1997, by and among Ridgeview, Inc., Seneca Knitting Mills
                                                       Corporation, Interknit, Inc. and NationsBank N.A. (South)
10.6                      (3)                          Third Amendment to Amended and Restated Loan and Security
                                                       Agreement (Term Loan and Revolving Loan) dated July 31, 1997,
                                                       by and among Ridgeview, Inc., Seneca Knitting Mills Corporation
                                                       and NationsBank, N.A.
10.7                                                   Fourth Amendment to Amended and Restated Loan and Security
                                                       Agreement (Term Loan and Revolving Loan) dated March 13, 1998,
                                                       by and among Ridgeview, Inc., Seneca Knitting Mills Corporation
                                                       and NationsBank, N.A.
10.8                      (1)                 10.11    Form of Loan and Security Agreement for outstanding loans
                                                       from MetLife Capital Corporation to Interknit, Inc.
10.9                      (1)                 10.12    Mortgage and Security Agreement dated June 28, 1995 between
                                                       Ridgeview, Inc. and NationsBank of Georgia, N.A.
10.10                     (1)                 10.13    Deed of Trust and Security Agreement (Term Loans) dated as
                                                       of January  10, 1995, by and among Ridgeview, Inc.,
                                                       Christopher C. Kupec and NationsBank of Georgia, N.A.
10.11                     (1)                 10.14    Deed of Trust and Security Agreement (Revolving Loans) dated
                                                       as of January  10, 1995, by and among Ridgeview, Inc.,
                                                       Christopher C. Kupec and NationsBank of Georgia, N.A.
10.12                     (1)                 10.15    First Amendment to Deed of Trust and Security Agreement
                                                       (Revolving Loans) dated as of June 11, 1996 by and among
                                                       Ridgeview,  Inc., Christopher C. Kupec and NationsBank, N.A.
                                                       (South).
10.13                     (1)                 10.16    Security Agreement dated as of June 28, 1995 by and between
                                                       Seneca Knitting Mills Corporation and NationsBank of
                                                       Georgia, N.A.
10.14                     (1)                 10.17    Agreement for Sale of Capital Stock dated April 27,  1995,
                                                       between George G. Souhan, Susan C. Souhan, Geb F. Souhan,
                                                       Elizabeth M. Souhan and Timothy J.J. Souhan and Ridgeview,
                                                       Inc.
10.15                     (1)                 10.18    Agreement for Sale of Stock Amendment No. 1 dated June 28,
                                                       1995, between George G. Souhan, Susan C. Souhan, Geb F.
                                                       Souhan,  Elizabeth  M.  Souhan and  Timothy  J.J.  Souhan and
                                                       Ridgeview, Inc.
10.16                     (1)                 10.19    Salary Continuation Agreement dated March 1, 1983 by and
                                                       between Ridgeview Mills, Inc. and Albert C. Gaither.*
10.17                     (1)                 10.20    Salary Continuation Agreement dated March 1,  1983 by and
                                                       between Ridgeview, Mills, Inc. and Hugh R. Gaither.*
10.18                     (1)                 10.21    First Amendment to Salary Continuation Agreement by and
                                                       between Ridgeview, Inc. and Hugh R. Gaither dated June 8,
                                                       1992.*
</TABLE>



                                       33
<PAGE>   34

<TABLE>
<S>                       <C>                 <C>      <C>
10.19                     (1)                 10.22    Salary Continuation Agreement dated March 1, 1983 by and
                                                       between Ridgeview Mills, Inc. and William D. Durrant.*
10.20                     (1)                 10.23    First Amendment to Salary Continuation Agreement by and
                                                       between Ridgeview, Inc. and William D. Durrant dated June 8,
                                                       1992.*
10.21                     (1)                 10.24    Salary Continuation Agreement dated June 8, 1992 by and
                                                       between Ridgeview, Inc. and Susan Gaither Jones.*
10.22                     (1)                 10.25    Salary Continuation Agreement dated July  1,  1996 by and
                                                       between Ridgeview, Inc. and Walter L. Bost, Jr.*
10.23                     (1)                 10.26    Split Dollar Life Insurance Agreement dated January 1, 1992
                                                       between Ridgeview, Inc. and Albert C. Gaither.*
10.24                     (1)                 10.27    Ridgeview, Inc. 1995 Omnibus Stock Option Plan as amended
                                                       and restated.*
10.25                     (1)                 10.28    Description of Incentive Bonus Arrangement for Named
                                                       Executive Officers.*
10.26                     (1)                 10.29    Ridgeview, Inc. Stock Option Plan for Outside Directors.*
10.27                     (2)                 10.25    First Modification to Mortgage and Security  Agreement dated
                                                       December 20, 1996 between  Ridgeview, Inc. and NationsBank,
                                                       N.A. (South)
10.28                     (2)                 10.26    First Modification to Mortgage and Security Agreement dated
                                                       December 20, 1996 between GPM Corporation and NationsBank,
                                                       N.A. (South)
10.29                     (2)                 10.27    Amended, Restated and Consolidated First Assignment of
                                                       Lessee's Interest in Lease dated December 20, 1996 by
                                                       Ridgeview, Inc. and NationsBank, N.A. (South)
10.30                     (2)                 10.28    Amended, Restated and Consolidated Deed of Trust and
                                                       Security Agreement dated December 20, 1996, by and among
                                                       Ridgeview, Inc., John B. Miller, Jr. And NationsBank, N.A.
                                                       (South)
13.1                                                   The portions of the Company's 1996 Annual Report to
                                                       Shareholders that have been  incorporated  by reference into
                                                       the Company's Annual Report on Form 10-K.
21                                                     Subsidiaries of Ridgeview, Inc.
23                                                     Consent of BDO Seidman, LLP, independent certified public accountants.
27                                                     Financial Data Schedule (included in the EDGAR filing only.)

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       34
<PAGE>   35

*        Management contract or compensatory plan or arrangement required to be
         filed as an exhibit to this report pursuant to Item 14(c) of Form 10-K.

(1)   Registration Statement on Form S-1, file No. 333-11111 filed August 30,
      1996.

(2)   Annual Report on Form 10-K, file No. 0-21469 filed March 31, 1997.

(3)   Quarterly Report on Form 10-Q, file No. 0-21469 filed November 13, 1997.





















                                       35
<PAGE>   36

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       RIDGEVIEW, INC.


                                       By: /s/ Hugh R. Gaither
                                           ------------------------------------
                                           Hugh R. Gaither, President and
                                           Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons signed this report in the capacities indicated on the 27th
day of March, 1998.

<TABLE>
<CAPTION>

SIGNATURE                                                     TITLE
---------                                                     -----
<S>                                                   <C>
/s/ Hugh R. Gaither                                   President, Chief Executive
----------------------------------                    Officer and Director
Hugh R. Gaither                                       (Principal Executive Officer)

/s/ Albert C. Gaither                                 Chairman and Director
----------------------------------
Albert C. Gaither

/s/ Walter L. Bost, Jr.                               Executive Vice President and
----------------------------------                    Chief Financial Officer
Walter L. Bost, Jr.

/s/ P. Douglas Yoder                                  Corporate Controller\
----------------------------------                    (Principal Accounting Officer)
P. Douglas Yoder

/s/ William D. Durrant                                Executive Vice President and Director
----------------------------------
William D. Durrant

/s/ Susan Gaither Jones                               Vice President and Director
----------------------------------
Susan Gaither Jones

/s/ J. Michael Gaither                                Director
----------------------------------
J.    Michael Gaither

/s/ Claude S. Abernethy, Jr.                          Director
----------------------------------
Claude S. Abernethy, Jr.

/s/ George Watts Carr, III                            Director
----------------------------------
George Watts Carr, III


/s/ Joseph D. Hicks                                   Director
----------------------------------
Joseph D. Hicks

/s/ Charles M. Snipes                                 Director
----------------------------------
Charles M. Snipes
</TABLE>

                                       36