SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
DELTA APPAREL, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
DELTA APPAREL, INC.
(NAME OF FILING PERSON (ISSUER))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
247368103
(CUSIP NUMBER OF CLASS OF SECURITIES)
HERBERT M. MUELLER
DELTA APPAREL, INC.
2750 PREMIERE PARKWAY, SUITE 100
DULUTH, GA 30097
(678) 775-6900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
ERIC K. GRABEN, ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
44 EAST CAMPERDOWN WAY (29601)
POST OFFICE BOX 728
GREENVILLE, SC 29602-0728
(864) 242-8200
CALCULATION OF FILING FEE
------------------------------------ -------------------------------------------
Transaction Valuation Amount of Filing Fee
$7,700,000.00 $1,540.00
------------------------------------ -------------------------------------------
*Calculated solely for the purpose of determining the filing fee, based upon the
purchase of 350,000 shares at $22 per share.
___ CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid:
-------------------------------------------------
Form or Registration No.:
-----------------------------------------------
Filing Party:
-----------------------------------------------------------
Date Filed:
-------------------------------------------------------------
___ CHECK BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE
BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes to designate any transactions to which this
statement relates:
__ THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
__ ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
__ GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
__ AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. ___
This issuer tender offer statement on Schedule TO relates to an offer
by Delta Apparel, Inc., a Georgia corporation ("Company"), to purchase 350,000
shares (or such lesser number of shares as are properly tendered and subject to
increase as provided in the Offer to Purchase dated December 7, 2001 ("Offer to
Purchase") of its Common Stock, $0.01 par value per share (the "Shares"),
2,334,149 of which Shares were outstanding as of December 7, 2001, at a purchase
price not greater than $22.00 nor less than $19.00 net per Share in cash upon
the terms and subject to the conditions set forth in the Offer to Purchase and
the related Letter of Transmittal (which together constitute the "Offer"),
copies of which are attached as Exhibit (a)(1) and (a)(2), respectively, and
incorporated herein by reference.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all of the items of this Schedule TO, except as otherwise set forth
below.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing person and the issuer of the securities to which this
Schedule TO relates is Delta Apparel, Inc., a Georgia corporation ("Company"),
and the address and telephone number of its principal executive office is 2750
Premiere Parkway, Suite 100; Duluth, Georgia, 30097; Tel: (678) 775-6900. The
following table names each person specified in Instruction C to Schedule TO.
NAME POSITION BUSINESS ADDRESS
---------------------------------- ---------------------------------------------- ------------------------------------
William F. Garrett Director 1071 Avenue of the Americas
New York, NY 10018
C.C. Guy Director 918 Elizabeth Road
Shelby, NC 28150
Robert W. Humphreys Director; President & 109 Barksdale Green
Chief Executive Officer Greenville, SC 29607
Dr. James F. Kane Director 1705 College Street
Columbia, SC 29208
Dr. Max Lennon Director Post Office Box 1775
Mars Hill, NC 28754
E. Erwin Maddrey, II Director; Chairman 233 N. Main Street, Suite 200
Greenville, SC 29601
Buck A. Mickel Director Post Office Box 6721
Greenville, SC 29606
Herbert M. Mueller Vice President; Chief Financial Officer 2750 Premiere Pkwy, Suite 100
& Treasurer Duluth, GA 30097
ITEM 4. TERMS OF THE TRANSACTION.
(a)(2) Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) None.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The purpose of the transaction is to purchase up to 350,000 shares of
the Company's Common stock, which the Board of Directors of the Company
believes to be an attractive investment and use of available funds.
(b) The securities acquired in the transaction will be retained and
restored to the status of authorized but unissued shares.
(c) None.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)(i) Form of Offer to Purchase dated December 7, 2001, as amended.
(a)(1)(ii) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies, and Other Nominees.
(a)(1)(v) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees.
(a)(2) Form of Letter to Shareholders of the Company dated December 7,
2001, from Robert W. Humphreys, President and Chief Executive
Officer of the Company.
(a)(5)(i) Text of Press Release issued by the Company dated November 20,
2001.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
DELTA APPAREL, INC.
/s/ Robert W. Humphreys
--------------------------------------
Robert W. Humphreys
President & Chief Executive Officer
Dated: December 7, 2001.
EXHIBIT INDEX
(a)(1)(i) Form of Offer to Purchase dated December 7, 2001, as amended.
(a)(1)(ii) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).
(a)(1)(iii) Form of Notice of Guaranteed Delivery.
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies, and Other Nominees.
(a)(1)(v) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees.
(a)(2) Form of Letter to Shareholders of the Company dated December 7,
2001, from Robert W. Humphreys, President & Chief Executive
Officer of the Company.
(a)(5)(i) Text of Press Release issued by the Company dated November 20,
2001.
EXHIBIT (a)(1)(i)
DELTA APPAREL, INC.
-------------------------------------------------------------------------------=
Offer To Purchase For Cash Up To
350,000 Shares Of Its Common Stock
At A Purchase Price Not In Excess Of $22.00
Nor Less Than $19.00 Net Per Share
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON THURSDAY, JANUARY 10, 2002, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
Delta Apparel, Inc., a Georgia corporation ("Company"), hereby invites
its shareholders to tender shares of its Common Stock, $0.01 par value per share
(the "Shares"), at prices not in excess of $22.00 nor less than $19.00 net per
Share in cash, as specified by shareholders tendering their Shares, upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Letter of Transmittal, which together constitute the "Offer." The
Company will determine the single per Share price, not in excess of $22.00 nor
less than $19.00 per Share, net to the seller in cash ("Purchase Price") that it
will pay for Shares properly tendered pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 350,000 Shares (or such lesser number of Shares as are properly
tendered at prices not in excess of $22.00 nor less than $19.00 net per Share,
in multiples of $0.25). All Shares properly tendered at prices at or below the
Purchase Price and not properly withdrawn will be purchased at the Purchase
Price, subject to the terms and the conditions of the Offer, including the
proration and conditional tender provisions. All Shares acquired in the Offer
will be acquired at the Purchase Price. The Company Reserves the right, in its
sole discretion, to purchase more than 350,000 Shares pursuant to the Offer. See
Section 15.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
The Shares are listed and traded on the American Stock Exchange
("AMEX") under the symbol DLA. On November 16, 2001, the last full trading day
prior to the announcement of the Offer, the closing price on the AMEX as
reported in published financial sources was $18.90 per Share. SHAREHOLDERS ARE
URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 8.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
OFFER. HOWEVER, NONE OF THE COMPANY, THE COMPANY'S BOARD OF DIRECTORS, OR THE
INFORMATION AGENT MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE
OR PRICES SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF
ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER.
IMPORTANT
Any shareholder wishing to tender all or any part of his Shares may
either (a) (i) complete and sign a Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
either mail or deliver it with any required signature guarantee and any other
required documents to First Union National Bank ("Depositary") and (ii) either
mail or deliver the stock certificates for such Shares to the Depositary (with
all such other documents) or tender such Shares pursuant to the procedure for
book-entry tender set forth in Section 3 or (b) request a broker, dealer,
commercial bank, trust company, or other nominee to effect the transaction for
such shareholder. Holders of Shares registered in the name of a broker, dealer,
commercial bank, trust company, or other nominee should contact such person if
they desire to tender their Shares. Any shareholder who desires to tender Shares
(i) whose certificates for such Shares cannot be delivered to the Depositary,
(ii) who cannot comply with the procedure for book-entry transfer, or (iii)
whose other required documents cannot be delivered to the Depositary prior to
the expiration of the Offer may tender such Shares pursuant to the guaranteed
delivery procedure set forth in Section 3.
TO PROPERLY TENDER SHARES, SHAREHOLDERS MUST COMPLETE THE SECTION OF
THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING
SHARES.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal, or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the address and telephone
number set forth below and on the back cover of this Offer to Purchase.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free (800) 223-2064
DECEMBER 7, 2001
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOM-MENDATION ON BEHALF
OF THE COMPANY OR THE INFORMATION AGENT AS TO WHETHER SHAREHOLDERS SHOULD TENDER
OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT
AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN
CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE INFORMATION AGENT.
TABLE OF CONTENTS
SECTION PAGE
SUMMARY TERM SHEET.................................................................................... 1
INTRODUCTION........................................................................................... 2
THE OFFER ............................................................................................. 3
1. Number of Shares; Proration ..................................................................... 3
2. Purpose of the Offer; Certain Effects of the Offer .............................................. 6
3. Procedures for Tendering Shares ................................................................ 8
4. Withdrawal Rights .............................................................................. 12
5. Purchase of Shares and Payment of Purchase Price ............................................... 13
6. Conditional Tender of Shares ................................................................... 14
7. Certain Conditions of the Offer ................................................................ 14
8. Price Range of Shares; Dividends ............................................................... 16
9. Source and Amount of Funds ..................................................................... 17
10. Certain Information Concerning the Company...................................................... 17
11. Interest of Directors and Officers; Transactions and Arrangements Concerning Shares............. 19
12. Effects of the Offer on the Market for Shares; Registration under the Exchange Act.............. 21
13. Certain Legal Matters; Regulatory Approvals..................................................... 21
14. Certain Federal Income Tax Consequences......................................................... 22
15. Extension of Offer; Termination; Amendment...................................................... 25
16. Fees and Expenses............................................................................... 25
17. Miscellaneous................................................................................... 26
SUMMARY TERM SHEET
This summary term sheet is solely for the convenience of the Company's
shareholders and is qualified in its entirety by reference to the full text of,
and more specific details contained in, this Offer to Purchase.
Purchase Price The Company will select a single Purchase Price which will be not
more than $22.00 nor less than $19.00 net per Share, in multiples
of $0.25. All Shares purchased by the Company will be purchased at
the Purchase Price even if some Shares were tendered below the Purchase
Price. Each shareholder other than Odd Lot Holders (defined in
Section 1) desiring to tender Shares must specify in the Letter
of Transmittal the minimum price (not more than $22.00 nor less than
$19.00 net per Share, in multiples of $0.25) at which such shareholder
is willing to have his, her, or its Shares purchased by the Company.
Number of Shares to be Purchased........... 350,000 Shares (or such lesser number of Shares as are properly
tendered) subject to increase as set forth in Sections 1 and 15.
How to Tender Shares ...................... See Section 3. Call the Information Agent or consult your broker for
assistance.
Brokerage Commissions ..................... None. A tendering shareholder who holds securities with such
shareholder's broker, bank, or other nominee may be required by such
nominee to pay a service charge or other fee.
Stock Transfer Tax ........................ None, if payment is made to the registered holder of the Shares.
Expiration and Proration Dates ............ The Offer will expire on Thursday, January 10, 2002, at 5:00 P.M.
New York City time, unless extended by the Company, and if proration
is required, the Company will determine the proration factor as soon
as practicable after the expiration date of the Offer.
Payment Date .............................. As soon as practicable after the expiration of the Offer.
Position of the Company.................... Neither the Company nor its Board of Directors makes any
and its Directors recommendation to any shareholder as to whether to tender or refrain
from tendering Shares.
Withdrawal Rights ......................... Shares tendered pursuant to the Offer may be withdrawn at any time
prior to 5:00PM New York City time on Thursday, January 10, 2002,
and, unless theretofore accepted for payment by the Company pursuant
to the Offer, may also be withdrawn at any time after 12:00
Midnight, New York City time, on January 10, 2002.
Odd Lots .................................. There will be no proration of Shares tendered by any shareholder
owning beneficially or of record fewer than 100 Shares who properly
tenders all Shares owned, does not properly withdraw any Shares
owned, and checks the "Odd Lots" box in the Letter of Transmittal.
See Section 1.
Further Developments Regarding ............ Call the Information Agent or consult your broker.
the Offer
1
TO HOLDERS OF COMMON STOCK OF DELTA APPAREL, INC.:
INTRODUCTION
Delta Apparel, Inc., a Georgia corporation (the "Company"), invites its
shareholders to tender shares of its Common Stock, $0.01 par value per share
(the "Shares"), at prices not in excess of $22.00 nor less than $19.00 net per
Share, in multiples of $0.25, as specified by shareholders tendering their
Shares, upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Letter of Transmittal that together constitute the
"Offer." The Company will determine the single per Share price, not in excess of
$22.00 nor less than $19.00 per Share net to the seller in cash ("Purchase
Price"), that it will pay for Shares properly tendered pursuant to the Offer
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 350,000 Shares (or such lesser number of Shares as are
properly tendered). All Shares acquired in the Offer will be acquired at the
Purchase Price. Subject to the conditions of the Offer, including the proration
and conditional tender provisions, all Shares properly tendered at prices at or
below the Purchase Price and not properly withdrawn will be purchased at the
Purchase Price. Shares tendered at prices in excess of the Purchase Price,
Shares not purchased because of proration or conditional tender, and Shares
properly withdrawn will be returned. The Company reserves the right, in its sole
discretion, to purchase more than 350,000 Shares pursuant to the Offer. See
Section 15.
THIS OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF
SHARES BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 350,000 Shares are properly tendered at or
below the Purchase Price and not properly withdrawn, the Company will buy Shares
first from all Odd Lot Holders (as defined in Section 1) who properly tendered
all their Shares at or below the Purchase Price (and did not properly withdraw
them prior to the expiration of the Offer) and then on a pro rata basis from all
other shareholders who properly tendered at prices at or below the Purchase
Price (and did not properly withdraw them prior to the expiration of the Offer).
See Section 1.
All stock certificates representing Shares not purchased pursuant to
the Offer, including Shares tendered at prices greater than the Purchase Price
and not properly withdrawn and Shares not purchased because of proration or
conditional tenders, will be returned at the Company's expense to the
shareholders who tendered such Shares.
The Purchase Price will be paid net to the tendering shareholder in
cash for all Shares purchased. Registered shareholders who tender their Shares
directly to the Depositary will not be obligated to pay brokerage commissions,
solicitation fees to the Information Agent or Depositary or, subject to
Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by the Company. A tendering shareholder who holds securities with a
broker, bank, or other nominee may be required by such nominee to pay a service
charge or other fee. HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS
TO COMPLETE, SIGN, AND RETURN TO THE DEPOSITARY THE FORM W-9 THAT IS INCLUDED
WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME
TAX WITHHOLDING OF 30.5% (30% BEGINNING IN JANUARY 2002) OF THE GROSS PROCEEDS
PAYABLE TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
2
The Company will pay all fees and expenses of First Union National
Bank ("Depositary") and Georgeson Shareholder Communications, Inc. ("Information
Agent") incurred in connection with the Offer. See Section 16.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
OFFER. HOWEVER, NONE OF THE COMPANY, THE COMPANY'S BOARD OF DIRECTORS, OR THE
INFORMATION AGENT MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE
OR PRICES SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT FOR
REASONS RELATED TO THE TAXATION OF THE COMPANY'S PRIOR SPINOFF FROM DELTA
WOODSIDE, INDUSTRIES, INC., NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS
TO TENDER ANY SHARES PURSUANT TO THE OFFER.
As of December 7, 2001, the Company had issued and outstanding
2,334,149 Shares and had reserved 700,000 Shares for issuance upon exercise of
outstanding stock options and incentive stock awards. The 350,000 Shares that
the Company is offering to purchase pursuant to the Offer represent
approximately 15.0% of the outstanding Shares. The Shares are listed and traded
on the American Stock Exchange ("AMEX") under the symbol DLA. On November 16,
2001, the last full trading day prior to the announcement of the Offer, the
closing price on the AMEX as reported in published financial sources was $18.90
per Share. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES. See Section 8.
The executive offices of the Company are located at 2750 Premiere
Parkway, Suite 100, Duluth, Georgia, 30097 and the telephone number is (678)
775-6900.
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the Company
will purchase up to 350,000 Shares or such lesser number of Shares as are
properly tendered (and not properly withdrawn in accordance with Section 4)
prior to the Expiration Date (as defined below) at prices not in excess of
$22.00 nor less than $19.00 net per Share in cash, in multiples of $0.25. The
term "Expiration Date" means 5:00 P.M., New York City time, on Thursday, January
10, 2002, unless and until the Company, in its sole discretion, shall have
extended the period of time during which the Offer will remain open, in which
event the term "Expiration Date" shall refer to the latest time and date at
which the Offer, as so extended by the Company, shall expire. See Section 15 for
a description of the Company's right to extend, delay, terminate, or amend the
Offer. The Company reserves the right to purchase more than 350,000 Shares
pursuant to the Offer. In accordance with applicable regulations of the
Securities and Exchange Commission (the "Commission"), the Company may purchase
additional Shares pursuant to the Offer without amending or extending the Offer,
provided the amount of additional Shares does not exceed 2% of the outstanding
Shares. See Section 15. In the event of an over-subscription of the Offer as
described below, Shares tendered at or below the Purchase Price prior to the
Expiration Date, except for Odd Lots as explained below, will be subject to
proration. The proration factor will be determined, if necessary, by the Company
as soon as practicable after the Expiration Date.
3
The Company will select the lowest Purchase Price that will allow it to
buy 350,000 Shares (or such lesser number of Shares as are properly tendered at
prices not in excess of $22.00 nor less than $19.00 net per Share, in multiples
of $0.25). All Shares properly tendered at prices at or below the Purchase Price
and not properly withdrawn will be purchased at the Purchase Price subject to
the terms and the conditions of the Offer, including the proration and
conditional tender provisions. All Shares purchased in the Offer will be
purchased at the Purchase Price.
THE OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF
SHARES BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
In accordance with Instruction 5 of the Letter of Transmittal,
shareholders other than Odd Lot Holders (as defined below) desiring to tender
Shares must specify the price, not in excess of $22.00 nor less than $19.00 net
per Share, in multiples of $0.25, at which they are willing to sell their Shares
to the Company. As promptly as practicable following the Expiration Date, the
Company, in its sole discretion, will determine the Purchase Price that it will
pay for Shares properly tendered pursuant to the Offer and not properly
withdrawn, taking into account the number of Shares tendered and the prices
specified by tendering shareholders. The Company intends to select the lowest
Purchase Price, not in excess of $22.00 nor less than $19.00 net per Share in
cash that will enable it to purchase 350,000 Shares (or such lesser number of
Shares as are properly tendered and not properly withdrawn) pursuant to the
Offer. Shares properly tendered pursuant to the Offer at or below the Purchase
Price and not properly withdrawn will be purchased at the Purchase Price subject
to the terms and conditions of the Offer, including the proration and
conditional tender provisions. All Shares tendered and not purchased pursuant to
the Offer, including Shares tendered at prices in excess of the Purchase Price,
Shares not purchased because of proration or conditional tender, and Shares
properly withdrawn will be returned to the tendering shareholders at the
Company's expense as promptly as practicable following the Expiration Date.
PRIORITY OF PURCHASES. Upon the terms and subject to the conditions of
the Offer, if more than 350,000 Shares have been properly tendered at prices at
or below the Purchase Price and not properly withdrawn prior to the Expiration
Date, the Company will purchase properly tendered Shares on the basis set forth
below:
(a) first, all Shares properly tendered and not properly withdrawn prior to
the Expiration Date by any Odd Lot Holder (as defined below) who:
(1) tenders all Shares beneficially owned by such Odd Lot Holder at a
price at or below the Purchase Price (tenders of less than all
Shares owned by such shareholder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed
Delivery;
(b) second, after purchase of all of the foregoing Shares, all Shares
conditionally tendered in accordance with Section 6, for which the
condition was satisfied, and all other Shares tendered properly and
unconditionally, in each case at prices at or below the Purchase Price
and not properly withdrawn prior to the Expiration Date, on a pro rata
basis (with appropriate adjustments to avoid purchases of fractional
Shares) as described below;
(c) third, if necessary, Shares conditionally tendered, for which the
condition was not satisfied, at or below the Purchase Price and not
properly withdrawn prior to the Expiration Date, selected by random lot
in accordance with Section 6.
4
ODD LOTS. For purposes of the Offer, the term "Odd Lots" shall mean all
Shares properly tendered prior to the Expiration Date at prices at or below the
Purchase Price and not properly withdrawn by any person who owned, beneficially
or of record, an aggregate of fewer than 100 Shares and so certified in the
appropriate place on the Letter of Transmittal and, if applicable, on the Notice
of Guaranteed Delivery (an "Odd Lot Holder"). In order to qualify for this
preference, an Odd Lot Holder must tender all such Shares owned in accordance
with the procedures described in Section 3. In accordance with Instruction 8 of
the Letter of Transmittal, unless they indicate to the contrary by indicating a
specific price at which their Shares are being tendered, Odd Lot Holders will be
deemed to be tendering their Shares at the Purchase Price as the same may be
determined by the Company in accordance with the terms of the Offer. As set
forth above, Odd Lots will be accepted for payment before proration, if any, of
the purchase of other tendered Shares. This preference is not available to
partial tenders or to beneficial or record holders of an aggregate of 100 or
more Shares, even if such holders have separate accounts or certificates
representing fewer than 100 Shares. By accepting the Offer, an Odd Lot Holder
who has Shares registered in his own name and who tenders directly to the
Depositary would not only avoid the payment of brokerage commissions but also
would avoid any applicable odd lot discounts on a sale of such Shares. A
tendering shareholder who holds securities with a broker, bank, or other nominee
may be required by such nominee to pay a service charge or other fee. Any Odd
Lot Holder wishing to tender all of such shareholder's Shares pursuant to this
Section should complete the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery.
The Company also reserves the right, but will not be obligated, to
purchase all Shares duly tendered by any shareholder who tendered all Shares
owned, beneficially or of record, at or below the Purchase Price and who, as a
result of proration, would then own, beneficially or of record, an aggregate of
fewer than 100 Shares. If the Company exercises this right, it will increase the
number of Shares that it is offering to purchase by the number of Shares
purchased through the exercise of the right, provided that the Company may not
increase the amount of Shares to be purchased pursuant to the Offer by an amount
in excess of 2% of the outstanding Shares without amending or extending the
Offer.
PRORATION. In the event that proration of tendered Shares is required,
the Company will determine the proration factor as soon as practicable following
the Expiration Date. Proration for each shareholder tendering Shares other than
qualifying Odd Lot Holders shall be based on the ratio of the total number of
Shares the Company desires to purchase to the total number of Shares tendered by
all shareholders other than qualifying Odd Lot Holders at or below the Purchase
Price, subject to the conditional tender provisions described in Section 6.
Because of the difficulty in determining the number of Shares properly tendered
(including Shares tendered by guaranteed delivery procedures as described in
Section 3) and not withdrawn, and because of the Odd Lot procedure, the Company
does not expect that it will be able to announce the final proration factor, if
required, or to commence payment for any Shares purchased pursuant to the Offer
until approximately three AMEX trading days after the Expiration Date. The
preliminary results of any proration will be announced by press release as
promptly as practicable after the Expiration Date. Shareholders may obtain such
preliminary information from the Information Agent and may be able to obtain
such information from their brokers.
This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares and will be furnished to brokers, banks, and
similar persons whose names, or the names of whose nominees, appear on the
Company's shareholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
5
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
This Offer to Purchase includes by reference the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2001, and its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 29, 2001, which both
include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), that involve certain risks and
uncertainties. Discussions containing such forward-looking statements may be
found in such reports. The Company's actual results could differ materially from
those anticipated in such forward-looking statements as a result of certain
factors, including, but not limited to, uncertainties regarding continual market
acceptance of the Company's products, competition, the Company's relationship
with its principal customers, as well as those risks identified in the
incorporated report under the heading "Risk Factors". Those forward-looking
statements were made as of the date of the incorporated report. The safe harbor
for forward-looking statements provided by the Private Securities Litigation
Reform Act does not apply to statements made solely in connection with this
tender offer.
The Board of Directors believes that the purchase of Shares pursuant to
the Offer constitutes an attractive investment at this time for the Company
without affecting adversely any possible capital requirements that might be
anticipated in the next 12 months. The Board of Directors took into account that
the purchase of 350,000 Shares will represent the retirement of approximately
15.0% of its outstanding Shares at an aggregate cost of approximately
$7,700,000.00 (before transaction fees and other expenses) if the Offer is fully
subscribed and the purchase of Shares is made at the maximum per Share price.
The purchase of Shares in the Offer will be financed using internally-generated
funds.
E. Erwin Maddrey, II, a director of the Company, beneficially owns
347,814 Shares representing approximately 14.9% of the outstanding Shares. Buck
A. Mickel, a director of the Company, together with his mother and siblings,
beneficially own 246,280 Shares representing approximately 10.6% of the
outstanding Shares. Robert W. Humphreys, the Company's President and Chief
Executive Officer, beneficially owns 30,472 Shares (15,625 of which are subject
to unexercised options and stock awards that will not vest within 60 days of the
date of this Offer) representing approximately 1.3% of the outstanding Shares.
These officers and directors and related parties have advised the Company that
they do not intend to tender any Shares pursuant to the Offer. If the Company
purchases 350,000 Shares pursuant to the Offer, then after the purchase of such
Shares, these officer, directors and related parties would own beneficially
approximately 31.5% of the outstanding Shares. The Company has been advised that
none of its other directors or executive officers intends to tender any Shares
pursuant to the Offer, and the Company has not been advised that any of its
affiliates intends to tender any Shares pursuant to the Offer. See Section 11.
In addition to the officers, directors and related parties listed
above, the Company is aware of the other beneficial owners of more than 5% of
the outstanding Shares set forth below. The Company has no information regarding
whether any of these beneficial owners will tender any of their Shares. The
following table sets forth certain information as of December 7, 2001, regarding
the beneficial ownership of the Company's common stock by such persons. Unless
otherwise noted in the notes to the table, the Company believes that the persons
named in the table have sole voting and investment power with respect to all
shares of common stock of the Company shown as beneficially owned by them.
6
SHARES
BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENTAGE
------------------------------------------------------ ------------------- ------------------
Bettis C. Rainsford (1) 328,568 14.1
108-1/2 Courthouse Square
Post Office Box 388
Edgefield, SC 29824
Reich & Tang Asset Management L. P. (2) 224,050 9.6
600 Fifth Avenue
New York, New York 10020
Franklin Resources, Inc. (3) 239,750 10.3
Franklin Advisory Services, LLC
Charles B. Johnson
Rupert H. Johnson, Jr.
777 Mariners Island Boulevard
San Mateo, California 94404224,000
Dimensional Fund Advisors Inc. (4) 190,011 8.1
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Royce & Associates (5) 190,140 8.1
1414 Avenue of the Americas
Ninth Floor
New York, NY 10019
(1) Mr. Rainsford was a director of the Company until September 14, 2000
and was the Executive Vice President, Treasurer and Chief Financial Officer of
Delta Woodside until October 1, 1999. The information set forth in the table
above is based on a Form 4 filed by Mr. Rainsford on March 2, 2001 with the
Securities and Exchange Commission.
(2) The information set forth in the table above is based on Amendment #1
to Schedule 13G of Reich & Tang Asset Management, L.P. ("Reich & Tang") filed
with the Securities and Exchange Commission on February 15, 2001 pertaining to
its ownership of the Company's common stock, and on oral confirmation by Reich &
Tang on November 29, 2001. In the amendment, Reich & Tang reported that, with
respect to the common stock of the Company, it has shared voting power and
shared dispositive power with respect to all of the shares shown. The amendment
reported that the shares of the Company's common stock were held on behalf of
certain accounts for which Reich & Tang provides investment advice and as to
which Reich & Tang has full voting and dispositive power for as long as it
retains management of the assets. According to the amendment, each account has
the right to receive and the power to direct receipt of dividends from, or the
proceeds from the sale of, the shares. The amendment reported that none of such
accounts has an interest with respect to more than 5% of the outstanding shares
of the Company.
(3) The information set forth above is based on a Schedule 13G that was
filed by Franklin Resources, Inc. ("FRI") with the Securities and Exchange
Commission on January 30, 2001 with respect to the Company's common stock and on
oral confirmation by FRI on November 29, 2001. In the amendment FRI reported
that the shares are beneficially owned by one or more investment companies or
other managed accounts that are advised by one or more direct and indirect
investment advisory subsidiaries of FRI. The Schedule 13G reported that the
advisory contracts grant to the applicable investment advisory subsidiary(ies)
all investment and/or voting power over the securities owned by their investment
advisory clients. Accordingly, such subsidiary(ies) may be deemed to be the
beneficial owner of the shares shown in the table. The Schedule 13G reported
that Charles B. Johnson and Rupert H. Johnson, Jr. (the "FRI Principal
Shareholders") (each of whom has the same business address as FRI) each own in
excess of 10% of the outstanding common stock and are the principal shareholders
of FRI and may be deemed to be the beneficial owners of securities held by
persons and entities advised by FRI subsidiaries. The Schedule 13G reported that
one of the investment advisory subsidiaries, Franklin Advisory Services, LLC
(whose address is One Parker Plaza, Sixteenth Floor, Fort Lee, New Jersey
07024), has sole voting and dispositive power with respect to all of the shares
shown. FRI, the FRI Principal Shareholders and the investment advisory
7
subsidiaries disclaim any economic interest or beneficial ownership in the
shares and are of the view that they are not acting as a "group" for purposes of
the Securities Exchange Act of 1934, as amended. The Schedule 13G reported that
Franklin Microcap Value Fund, a series of Franklin Value Investors Trust, a
company registered under the Investment Company Act of 1940, has an interest in
more than 5% of the class of securities reported in the amendment.
(4) The information set forth in the table above is based on Schedule 13G
that was filed by Dimensional Fund Advisors Inc. ("Dimensional") with the
Securities and Exchange Commission on February 2, 2001 and on Form 13F filed
with the SEC on October 25, 2001 with respect to its ownership of shares of the
Company. Dimensional reported that it had sole voting power and sole dispositive
power with respect to all of the shares. The Schedule 13G reports that
Dimensional furnishes investment advice to four investment companies and serves
as investment manager to certain other commingled group trusts and separate
accounts, that all of the shares of the Company's common stock were owned by
such investment companies, trusts or accounts, that in its role as investment
adviser or manager Dimensional possesses voting and/or investment power over the
Company's shares reported, that Dimensional disclaims beneficial ownership of
such securities and that, to the knowledge of Dimensional, no such investment
company, trust or account client owned more than 5% of the outstanding shares of
the Company's common stock.
(5) The information set forth in the table above is based on a Schedule 13G
filed by Royce & Associates, Inc. ("Royce"), Royce Management Company ("RMC")
and Charles M. Royce with the Securities Commission on February 8, 2001 and on a
Form 13-F filed on November 8, 2001 with respect to the Company's common stock.
In the Schedule 13G, Royce reported that the shares are beneficially owned by
Royce and RMC. The Schedule 13G also reported that Charles M. Royce may be
deemed to be a controlling person of both Royce and RMC and, therefore, may be
deemed to beneficially own the shares. Mr. Royce holds no shares of the
Company's common stock directly and disclaims beneficial ownership of the shares
held by Royce and RMC. The Schedule 13G reported that Royce has sole power to
vote and/or dispose of 172,940 of the shares and RMC has the sole power to vote
and/or dispose of 17,500 of the shares. The Schedule 13G reported that Royce,
RMC and Charles M. Royce act as a group for purposes of the Securities Exchange
Act of 1934, as amended. The Schedule 13G reported that no entity has more than
a 5% interest in the securities reported in the Schedule.
NONE OF THE COMPANY, THE COMPANY'S BOARD OF DIRECTORS, OR THE
INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES, AND
NONE OF THEM HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER,
CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS, AND MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR
PRICES AT WHICH TO TENDER.
The Company may in the future purchase additional Shares in the open
market, in private transactions, through tender offers, or otherwise. Any such
purchases may be on the same terms or on terms that are more or less favorable
to shareholders than the terms of the Offer. However, Rule 13e-4 under the
Exchange Act prohibits the Company and its affiliates from purchasing any Shares
other than pursuant to the Offer until at least ten business days after the
Expiration Date. Any possible future purchases by the Company will depend on
many factors, including the market price of the Shares, the results of the
Offer, the Company's business and financial position, and general economic and
market conditions.
Shares acquired by the Company pursuant to the Offer will be restored
to the status of authorized and unissued Shares and will be available for
issuance by the Company without further shareholder action (except as required
by applicable law or the rules of the AMEX or any other securities exchange on
which the Shares may be listed) for purposes including, but not limited to,
employee benefits, acquiring other businesses, or raising additional capital for
use in the Company's business. The Company has no current plans for reissuance
of the Shares repurchased pursuant to the Offer.
3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be tendered properly pursuant to
the Offer, (a) the certificates for such Shares (or confirmation of receipt of
such Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) including any required signature guarantees
8
and any other documents required by the Letter of Transmittal, must be received
prior to 5:00 p.m. New York City time on the Expiration Date by the Depositary
at its address set forth on the back cover of this Offer to Purchase or (b) the
tendering shareholder must comply with the guaranteed delivery procedure set
forth below.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL,
SHAREHOLDERS (OTHER THAN ODD LOT HOLDERS TENDERING AT THE PURCHASE PRICE AS
DETERMINED BY THE COMPANY) DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST
PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN
MULTIPLES OF $0.25) AT WHICH THEIR SHARES ARE BEING TENDERED.
Shareholders who desire to tender Shares at more than one price must
complete a separate Letter of Transmittal for each price at which Shares are
tendered, provided that the same Shares cannot be tendered (unless properly
withdrawn previously in accordance with the terms of the Offer) at more than one
price. IN ORDER TO TENDER SHARES PROPERLY, ONE AND ONLY ONE PRICE BOX MAY BE
CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In accordance
with Instruction 8 of the Letter of Transmittal, Odd Lot Holders need not
indicate a specific price at which their Shares are being tendered and may
tender their Shares at the Purchase Price as the same may be determined by the
Company in accordance with the terms of the Offer.
In addition, if certificates representing Shares that are to be
tendered have been lost or destroyed, shareholders must complete the box
captioned "Description of Shares Tendered" on the Letter of Transmittal. The
shareholder then will be instructed by the Depositary as to the steps that must
be taken in order to replace the certificate(s). In order to avoid any delay,
such shareholder should call First Union National Bank at (800) 829-8432.
Also, Odd Lot Holders who tender all such Shares must complete the box
captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Holders set forth in Section 1 of this Offer to
Purchase.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required (i) if the Letter of Transmittal is signed by the registered holder of
the Shares (which term, for purposes of this Section 3, shall include any
participant in The Depository Trust Company (the "Book-Entry Transfer Facility")
whose name appears on a security position listing as the owner of the Shares)
tendered therewith and such holder has not completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" on the Letter of Transmittal or (ii) if Shares are tendered for
the account of a firm or other entity that is a member in good standing of the
Security Transfer Agent Medallion Program ("Eligible Institution"). See
Instruction 1 of the Letter of Transmittal. If a certificate for Shares is
registered in the name of a person other than the person executing a Letter of
Transmittal, or if payment is to be made or Shares not purchased or tendered are
to be issued to a person other than the registered holder, then the certificate
must be endorsed or accompanied by an appropriate stock power, in each case
signed exactly as the name of the registered holder appears on the certificate,
and guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) certificates for such Shares (or a timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-Entry Transfer
9
Facility as described above), (ii) a properly completed and duly executed Letter
of Transmittal (or manually signed facsimile thereof), and (iii) any other
documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, THE LETTER OF TRANSMITTAL, AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE
ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with
respect to the Shares for purposes of the Offer at the Book-Entry Transfer
Facility within two business days after the date of this Offer to purchase, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing such
facility to transfer Shares into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedures for transfer. Although delivery of
Shares may be effected through a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility, either (i) a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof)
with any required signature guarantees, or an Agent's Message, and any other
required documents must be transmitted to and received by the Depositary at its
address set forth on the back cover of this Offer to Purchase prior to the
Expiration Date or (ii) the guaranteed delivery procedure described below must
be followed. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary, which states
that the Book-Entry Transfer Facility has received an express acknowledgement
from the participant in the Book-Entry Transfer Facility tendering the Shares
that such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Company may enforce such agreement against
such participant.
BACKUP FEDERAL INCOME TAX WITHHOLDING. TO PREVENT BACKUP FEDERAL INCOME
TAX WITHHOLDING EQUAL TO 30.5% (30% BEGINNING IN JANUARY 2002) OF THE GROSS
PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER ("TIN") AND PROVIDE CERTAIN OTHER INFORMATION BY
COMPLETING THE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL. The Internal
Revenue Service (the "Service") may impose a penalty on a tendering shareholder
who fails to provide a correct TIN. Certain shareholders (including, among
others, all corporations and certain foreign shareholders) are not subject to
backup withholding. Foreign shareholders (as defined below) may be required to
submit Form W-8 certifying non-United States status to avoid backup withholding.
See Instructions 14 and 15 of the Letter of Transmittal. For a discussion of
certain Federal income tax consequences to tendering shareholders, see Section
14.
WITHHOLDING FOR FOREIGN SHAREHOLDERS. The following discussion applies
to any "foreign shareholder" that is a shareholder that, for United States
Federal income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, a foreign estate, or a foreign trust. A
foreign shareholder who has provided the necessary certification to the
Depositary will not be subject to backup withholding. However, foreign
shareholders generally are subject to backup withholding under Internal Revenue
Code sections 1441 or 1442 at a rate of 30% of the gross payments received by
such foreign shareholders that are not entitled to capital gains treatment. If a
10
shareholder's address is outside the United States, and if the Depositary has
not received a substitute W-9, the Depositary will assume that the shareholder
is a foreign shareholder. The general 30% withholding rate may be reduced under
a tax treaty, if appropriate certification is furnished to the Depositary.
FOREIGN SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING
THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE.
GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant
to the Offer and such shareholder's Share certificates cannot be delivered to
the Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or if time will not permit all
required documents to reach the Depositary prior to the Expiration Date, such
Shares may nevertheless be tendered, provided that all of the following
conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, or facsimile transmission prior
to the Expiration Date a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form the Company has provided
with this Offer to Purchase (specifying the price at which the Shares
are being tendered) including (where required) a signature guarantee by
an Eligible Institution; and
(c) the certificates for all tendered Shares, in proper form for transfer
(or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together
with a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) and any required signature
guarantees or other documents required by the Letter of Transmittal,
are received by the Depositary within three AMEX trading days after the
date of receipt by the Depositary of such Notice of Guaranteed
Delivery.
If any tendered Shares are not purchased, or if fewer than all Shares
evidenced by a shareholder's certificates are tendered, certificates for
unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer or, in the case of Shares tendered by
book-entry transfer at a Book-Entry Transfer Facility, such Shares will be
credited to the appropriate account maintained by the tendering shareholder at
the appropriate Book-Entry Transfer Facility, in each case without expense to
such shareholder.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted, the price to be paid for Shares to be accepted and the validity,
form, eligibility (including time of receipt), and acceptance of any tender of
Shares will be determined by the Company, in its sole discretion, and its
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders of any Shares that it determines
are not in appropriate form or with respect to which the acceptance for payment
of, or payment for, such Shares may be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer or any defect or
irregularity in any tender with respect to any particular Shares or any
particular shareholder. No tender of Shares will be deemed to have been properly
made until all defects or irregularities have been cured by the tendering
shareholder or waived by the Company. None of the Company, the Depositary, the
Information Agent, or any other person shall be obligated to give notice of any
defects or irregularities in tenders, nor shall any of them incur any liability
for failure to give any such notice.
11
TENDERING SHAREHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S
ACCEPTANCE CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the
procedures described above will constitute the tendering shareholder's
acceptance of the terms and conditions of the Offer, as well as the tendering
shareholder's representation and warranty to the Company that (a) such
shareholder has a net long position in the Shares being tendered within the
meaning of Rule 14e-4 promulgated by the Commission under the Exchange Act and
(b) the tender of such Shares complies with Rule 14e-4. It is a violation of
Rule 14e-4 for a person, directly or indirectly, to tender Shares for such
person's own account unless, at the time of tender and at the end of the
proration period or period during which Shares are accepted by lot (including
any extensions thereof), the person so tendering (i) has a net long position
equal to or greater than the amount of (A) Shares tendered or (B) other
securities convertible into or exchangeable or exercisable for the Shares
tendered and will acquire such Shares for tender by conversion, exchange, or
exercise and (ii) will deliver or cause to be delivered such Shares in
accordance with the terms of the Offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. The Company's acceptance for payment of Shares tendered pursuant
to the Offer will constitute a binding agreement between the tendering
shareholder and the Company upon the terms and subject to the conditions of the
Offer.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares
pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company pursuant to the Offer, may also be withdrawn
at any time after 12:00 Midnight, New York City time, on January 10, 2002.
For a withdrawal to be effective, a notice of withdrawal must be in
written or facsimile transmission form and must be received in a timely manner
by the Depositary at its address set forth on the back cover of this Offer to
Purchase. Any such notice of withdrawal must specify the name of the tendering
shareholder, the name of the registered holder (if different from that of the
person who tendered such Shares), the number of Shares tendered, and the number
of Shares to be withdrawn. If the certificates for Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
release of such certificates, the tendering shareholder also must submit the
serial numbers shown on the particular certificates for Shares to be withdrawn,
and the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for book-entry tender set
forth in Section 3, the notice of withdrawal also must specify the name and the
number of the account at the applicable Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the procedures of
such facility. None of the Company, the Depositary, the Information Agent, or
any other person shall be obligated to give notice of any defects or
irregularities in any notice of withdrawal, nor shall any of them incur
liability for failure to give any such notice. All questions as to the form and
validity (including time of receipt) of notices of withdrawal will be determined
by the Company, in its sole discretion, which determination shall be final and
binding.
Withdrawals may not be rescinded, and any Shares withdrawn will
thereafter be deemed not properly tendered for purposes of the Offer unless such
withdrawn Shares are properly re-tendered prior to the Expiration Date by
following one of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares,
or is unable to purchase Shares pursuant to the Offer for any reason, then,
without prejudice to the Company's rights under the Offer, the Depositary,
subject to applicable law, may retain tendered Shares on behalf of the Company,
12
and such Shares may not be withdrawn except to the extent tendering shareholders
are entitled to withdrawal rights as described in this Section 4.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, as promptly
as practicable following the Expiration Date, the Company (a) will determine the
Purchase Price it will pay for the Shares properly tendered and not properly
withdrawn prior to the Expiration Date by taking into account the number of
Shares so tendered and the prices specified by tendering shareholders and (b)
will accept for payment and pay for (and thereby purchase) Shares properly
tendered at prices at or below the Purchase Price and not withdrawn prior to the
Expiration Date. For purposes of the Offer, the Company will be deemed to have
accepted for payment (and therefore purchased) Shares that are tendered at or
below the Purchase Price and not withdrawn (subject to the proration and
conditional tender provisions of the Offer) only when, as, and if it gives oral
or written notice to the Depositary of its acceptance of such Shares for payment
pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date the Company will accept for payment and pay a
single per Share Purchase Price for 350,000 Shares (subject to increase or
decrease as provided in Sections 1 and 15) or such lesser number of Shares as
are properly tendered at prices not in excess of $22.00 nor less than $19.00 net
per Share, in multiples of $0.25, and not properly withdrawn as permitted in
Section 4.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, who will
act as agent for tendering shareholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering shareholders.
In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date, provided that the Company does not expect
to be able to announce the final results of any proration and commence payment
for Shares purchased until approximately three AMEX trading days after the
Expiration Date. Certificates for all Shares tendered and not purchased,
including all Shares tendered at prices in excess of the Purchase Price and
Shares not purchased due to proration or conditional tender, will be returned
(or, in the case of Shares tendered by book-entry transfer, such Shares will be
credited to the account maintained with the Book-Entry Transfer Facility by the
participant therein who so delivered such Shares) to the tendering shareholder
at the Company's expense as promptly as practicable after the Expiration Date
without expense to the tendering shareholders. Under no circumstances will
interest on the Purchase Price be paid by the Company by reason of any delay in
making payment. In addition, if certain events occur, the Company may not be
obligated to purchase Shares pursuant to the Offer. See Section 7.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, payment
of the Purchase Price is to be made to, or (in the circumstances permitted by
the Offer) if unpurchased Shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all stock transfer taxes, if any (whether imposed on the
registered holder or such other person), payable on account of the transfer to
such person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of the stock transfer taxes, or exemption therefrom, is
submitted. See Instruction 7 of the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY,
SIGN, AND RETURN TO THE DEPOSITARY THE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF
30.5% (30% BEGINNING IN JANUARY 2002) OF THE GROSS PROCEEDS PAID TO SUCH
13
SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. ALSO SEE
SECTION 3 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN SHAREHOLDERS.
6. CONDITIONAL TENDER OF SHARES.
Under certain circumstances set forth in Section 1 above, the Company
may prorate the number of Shares purchased pursuant to the Offer. As discussed
in Section 14, the number of Shares to be purchased from a particular
shareholder might affect the tax consequences to such shareholder of such
purchase and such shareholder's decision whether to tender. Accordingly, a
shareholder may tender Shares subject to the condition that a specified minimum
number, if any, must be purchased, and any shareholder wishing to make such a
conditional tender should so indicate in the box captioned "Conditional Tender"
on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery. It is the tendering shareholder's responsibility to calculate such
minimum number of Shares, and each shareholder is urged to consult his or her
own tax advisor. If the effect of accepting tenders on a pro rata basis is to
reduce the number of Shares to be purchased from any shareholder below the
minimum number so specified, such tender will automatically be deemed withdrawn
(except as provided in the next paragraph), and the Shares tendered will be
returned to such shareholder as soon as practicable after the Expiration Date.
However, if so many conditional tenders would be deemed withdrawn that
the total number of Shares to be purchased falls below 350,000 Shares, then, to
the extent feasible, the Company will identify conditional tenders from
shareholders who tender all of their Shares and will select enough of such
conditional tenders which would otherwise have been deemed withdrawn to purchase
such desired number of Shares. In selecting among such conditional tenders, the
Company will select by random lot.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A
CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT
BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWN.
7. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not
be required to accept for payment, purchase, or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment of,
or the purchase of and the payment for, Shares tendered, subject to Rule
13e-4(f) under the Exchange Act, if at any time on or after December 7, 2001,
and prior to the Expiration Date (as the same may be extended in accordance with
Section 15) any of the following events shall have occurred (or shall have been
determined by the Company to have occurred) that, in the Company's reasonable
judgment in any such case and regardless of the circumstances giving rise
thereto (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
(a) there shall have been threatened, instituted, or pending any action or
proceeding by any government or governmental regulatory or
administrative agency, authority or tribunal, or any other person,
domestic or foreign, before any court, authority, agency, or tribunal
that directly or indirectly:
(i) challenges the making of the Offer, the acquisition of some or
all of the Shares pursuant to the Offer, or otherwise relates in
any manner to the Offer, or
14
(ii) in the Company's reasonable judgment, could materially and
adversely affect the business, condition (financial or other),
income, operations, or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in
any way the contemplated future conduct of the business of the
Company or any of its subsidiaries or materially impair the
contemplated benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending, or taken, or
approval withheld, or any statute, rule, regulation, judgment, order,
or injunction threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced, or deemed to be applicable to the Offer or
the Company or any of its subsidiaries, by any court or any authority,
agency, or tribunal that, in the Company's sole judgment, would or
might directly or indirectly:
(i) make the acceptance for payment of, or payment for, some or all of
the Shares illegal or otherwise restrict or prohibit consummation
of the Offer,
(ii) delay or restrict the ability of the Company, or render the
Company unable, to accept for payment or pay for some or all of
the Shares,
(iii) materially impair the contemplated benefits of the Offer to the
Company, or
(iv) materially and adversely affect the business, condition (financial
or other), income, operations, or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in
any way the contemplated future conduct of the business of the
Company or any of its subsidiaries;
(c) there shall have occurred:
(i) any general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the over-the-
counter market,
(ii) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States,
(iii)the commencement of a war, armed hostilities, or other
international or national calamity directly or indirectly
involving the United States,
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory, or administrative agency or authority on, or any event
that, in the Company's reasonable judgment, might affect, the
extension of credit by banks or other lending institutions in the
United States,
(v) any significant decrease in the market price of the Shares or any
change in the general political, market, economic, or financial
conditions in the United States or abroad that could, in the
reasonable judgment of the Company, have a material adverse effect
on the Company's business, operations, or prospects or the trading
in the Shares,
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening
thereof, or
(vii) any decline in either the Dow Jones Industrial Average or the
Standard and Poor's Index of 500 Industrial Companies by an amount
in excess of 10% measured from the close of business on December
7, 2001;
15
(d) a tender or exchange offer with respect to some or all of the Shares
(other than the Offer), or a merger or acquisition proposal for the
Company, shall have been proposed, announced, or made by another person
or shall have been publicly disclosed, or the Company shall have
learned that:
(i) any person or "group" (within the meaning of Section 13(d)(3) of
the Exchange Act), other than the persons disclosed as holders of
more than 5% of the outstanding Shares listed above in Section 2,
shall have acquired or proposed to acquire beneficial ownership of
more than 5% of the outstanding Shares, or
(ii) any new group shall have been formed that beneficially owns more
than five percent of the outstanding Shares; or
(e) any change or changes shall have occurred in the business, condition
(financial or otherwise), assets, income, operations, prospects, or
stock ownership of the Company or its subsidiaries that, in the
Company's sole judgment, is or may be material to the Company or its
subsidiaries.
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and may be
waived by the Company, in whole or in part, at any time and from time to time
prior to the Expiration Date in its reasonable discretion. The Company's failure
at any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right, and each such right shall be deemed an ongoing right which
may be asserted prior to the Expiration Date at any time and from time to time.
Any determination by the Company concerning the events described above will be
final and binding.
8. PRICE RANGE OF SHARES; DIVIDENDS; PRIOR PURCHASE OF SHARES.
The Shares have been listed and traded on the AMEX under the symbol
"DLA" since June 30, 2000. The following table sets forth, for the periods
indicated, the high and low closing prices on the AMEX as reported in published
financial sources in each such fiscal quarter. The Company has never paid
dividends.
FISCAL QUARTER HIGH LOW
---------------------------------------------- -------------------------- --------------------------
July 2 - September 30, 2000 $11.625 $ 8.750
October 1 - December 31, 2000 $20.125 $11.500
January 1 - March 31, 2001 $20.250 $13.375
April 1 - June 30, 2001 $18.750 $15.300
July 1 - September 30, 2001 $19.550 $16.960
On November 16, 2001, the last full trading day for the Shares prior to
the announcement of the Offer, the closing price on AMEX as reported in
published financial sources was $18.90 per Share. SHAREHOLDERS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
Since the Company became publicly traded on June 30, 2000, the Company
has purchased 115,000 of its shares at an average purchase price of $18.62.
16
9. SOURCE AND AMOUNT OF FUNDS.
Assuming the Company purchases 350,000 Shares pursuant to the Offer at
a price of $22.00 net per Share or $19.00 net per Share, the total amount
required by the Company to purchase such Shares will be $7,700,000.00 or
$6,665,000.00, respectively. Including the estimated transaction fees and other
expenses of $176,540.00, a total of $7,876,540.00 or $6,841,540.00,
respectively, will be funded with internally generated funds.
10. CERTAIN INFORMATION CONCERNING THE COMPANY.
DESCRIPTION OF BUSINESS. The Company was incorporated on December 10,
1999 as an indirect wholly-owned subsidiary of Delta Woodside Industries, Inc.
("Delta Woodside"), NYSE: DLW. On June 30, 2000, Delta Woodside distributed all
of the outstanding shares of Delta Apparel to the shareholders of Delta Woodside
(the "Spin-off"). As a result of the spin-off, Delta Apparel became a separate
public reporting company traded on AMEX. Prior to May 2000, the business of the
Company was conducted by the Delta Apparel Company division of various
subsidiaries of Delta Woodside. In May 2000, Delta Woodside reorganized its
subsidiaries and divisions, and all of the assets and operations of the Delta
Apparel Company division were transferred to the Company or its subsidiary, and
the Company became a direct subsidiary of Delta Woodside. Historical data for
the periods prior to June 30, 2000 pertain to the Delta Apparel Company division
of Delta Woodside's subsidiaries or the Company prior to the Spin-off.
Delta Apparel is a vertically integrated manufacturer and marketer of
high quality knit apparel. The Company specializes in selling undecorated
T-shirts, golf shirts and tank tops to distributors, screen printers and private
label accounts. The Company's business is discussed more fully in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2001 (the "2001
Annual Report") and its Quarterly Report on Form 10-Q for the fiscal quarter
ended September 29, 2001 (the "First 2002 Quarterly Report"). The 2001 Annual
Report and the First 2002 Quarterly Report are incorporated herein by reference.
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL INFORMATION.
The following information includes certain historical and pro forma consolidated
financial information related to the Company. Historical financial information
was excerpted or derived from the audited consolidated financial statements
contained in the Company's 2001 Annual Report and from the unaudited
consolidated financial statements contained in the Company's First 2002
Quarterly Report. The historical information should be read in conjunction with
the financial information and related notes contained therein, copies of which
may be obtained as set forth under the caption "Additional Information" below in
this Section 10.
17
FOR THE THREE FOR THE YEAR
MONTHS ENDED ENDED
SEPTEMBER 29, 2001 JUNE 30, 2001
UNAUDITED AUDITED
--------------------------- ---------------------
(In thousands, except per share amounts)
Net sales (Historical)............................... $ 31,014 $ 120,400
Net income:
Historical........................................ 64 9,977
Pro Forma for the Offer at $19.00 per Share....... 3 9,453
Pro Forma for the Offer at $22.00 per Share....... (6) 9,373
Earnings per share:
Basic:
Historical........................................ 0.03 4.15
Pro Forma for the Offer at $19.00 per Share....... -- 4.60
Pro Forma for the Offer at $22.00 per Share....... -- 4.57
Diluted:
Historical........................................ 0.03 4.03
Pro Forma for the Offer at $19.00 per Share....... -- 4.45
Pro Forma for the Offer at $22.00 per Share....... -- 4.41
Shareholders' equity:
Historical........................................ 62,666 63,483
Pro Forma for the Offer at $19.00 per Share....... 55,281 56,159
Pro Forma for the Offer at $22.00 per Share....... 54,141 55,029
Shareholders' equity Per Share:
Historical........................................ 26.74 26.58
Pro Forma for the Offer at $19.00 per Share....... 27.72 27.54
Pro Forma for the Offer at $22.00 per Share....... 27.15 26.99
The pro forma consolidated financial information of the Company is
presented for informational purposes only, is unaudited, and does not purport to
be indicative of the future results or the consolidated financial position of
the Company or the consolidated net income and consolidated financial position
that would actually have been attained had the pro forma transactions occurred
on the date or for the periods indicated. This information should be read in
conjunction with the historical consolidated financial statements of the Company
set forth in the 2001 Annual Report and the First 2002 Quarterly Report.
ADDITIONAL INFORMATION. The Company is subject to the informational
filing requirements of the Exchange Act and, in accordance therewith, is
obligated to file reports and other information with the Commission relating to
its business, financial condition, and other matters. Information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, options and incentive stock awards granted to them, the principal
holders of the Company's equity securities, and any material interest of such
persons in transactions with the Company is required to be disclosed in proxy
statements distributed to the Company's shareholders and filed with the
Commission. Such reports, proxy statements, and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549 and at
its regional offices located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 233 Broadway, New York, New York 10279. Copies of such
material may also be obtained by mail, upon payment of the Commission's
customary charges, from the Public Reference Section of the Commission at
18
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
material can also be obtained for free from the Commission's web site at http://
www.sec.gov. Such reports, proxy statements, and other information concerning
the Company also can be inspected at the offices of the AMEX, 86 Trinity Place,
New York, New York 10005, on which the Shares are listed.
11. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES
As of December 7, 2001, the Company had issued and outstanding
2,334,149 Shares and had 700,000 Shares reserved for issuance upon exercise of
outstanding stock options and incentive stock awards. The 350,000 Shares that
the Company is offering to purchase represents 14.9% of the outstanding Shares.
As of that date, the Company's directors and executive officers as a group (9
persons) beneficially owned an aggregate of 678,579 Shares representing 34.2% of
the outstanding Shares, assuming the exercise by such persons of their currently
exercisable options and options exercisable within 60 days of the date hereof.
See "Purpose of the Offer; Certain Effects of the Offer" for a discussion of the
Shares owned by certain shareholders of the Company.
The following table sets forth the number of Shares beneficially owned
by each director and executive officer of the Company and by all executive
officers and directors as a group:
SHARES
BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENTAGE
---------------------------------------------------------------- ---------------------- ---------------------
E. Erwin Maddrey, II (1) 347,814 14.9
233 North Main Street
Suite 200
Greenville, SC 29601
Buck A. Mickel (2) (3) 158,963 6.8
Post Office Box 6721
Greenville, SC 29606
Micco Corporation (3) 124,063 5.3
Post Office Box 795
Greenville, SC 29602
Minor H. Mickel (3)(4) 157,804 6.8
415 Crescent Avenue
Greenville, SC 29605
Minor M. Shaw (3)(5) 152,008 6.5
Post Office Box 795
Greenville, SC 29602
Charles C. Mickel (3) (6) 149,694 6.4
Post Office Box 6721
Greenville, SC 29606
William F. Garrett (7) 429 (15)
C. C. Guy (8) 4,070 (15)
Robert W. Humphreys (9) 30,472 1.3
Dr. James F. Kane (10) 4,276 (15)
Dr. Max Lennon (11) 3,102 (15)
19
Herbert M. Mueller (12) 11,034 (15)
Martha M. "Sam" Watson (13) 3,126 (15)
All current directors and executive officers 563,286 24.1
as a group (9 persons) (14)
(1) Mr. Maddrey is the Chairman of the board and a director of the Company
and was the President and Chief Executive Officer of Delta Woodside until June
2000. The number of shares shown as beneficially owned by Mr. Maddrey includes
43,147 shares held by the E. Erwin and Nancy B. Maddrey, II Foundation, a
charitable trust, as to which shares Mr. Maddrey holds sole voting and
investment power but disclaims beneficial ownership, and approximately 107
shares allocated to the account of Mr. Maddrey in Delta Woodside's Savings and
Investment Plan (the "Delta Woodside 401(k) Plan"). Mr. Maddrey is fully vested
in the shares allocated to his account in the Delta Woodside 401(k) Plan.
(2) Buck A. Mickel is a director of the Company. The number of shares shown
as beneficially owned by Buck A. Mickel includes 34,613 shares directly owned by
him, all of the 124,063 shares owned by Micco Corporation, and 287 shares held
by him as custodian for a minor. See Note (3).
(3) Micco Corporation owns 124,063 shares of the Company's common stock.
The shares of common stock of Micco Corporation are owned in equal parts by
Minor H. Mickel, Buck A. Mickel (a director of the Company), Minor M. Shaw and
Charles C. Mickel. Buck A. Mickel, Minor M. Shaw and Charles C. Mickel are the
children of Minor H. Mickel. Minor H. Mickel, Buck A. Mickel, Minor M. Shaw and
Charles C. Mickel are officers and directors of Micco Corporation. Each of Minor
H. Mickel, Buck A. Mickel, Minor M. Shaw and Charles C. Mickel disclaims
beneficial ownership of three-quarters of the shares of the Company's common
stock owned by Micco Corporation. Minor H. Mickel directly owns 33,741 shares of
the Company's common stock. Buck A. Mickel, directly or as custodian for a
minor, owns 34,900 shares of the Company's common stock. Charles C. Mickel,
directly or as custodian for his children, owns 25,621 shares of the Company's
common stock. Minor M. Shaw, directly or as custodian for her children, owns
26,497 shares of the Company's common stock. Minor M. Shaw's husband, through an
individual retirement account and as custodian for their children, beneficially
owns approximately 1,448 shares of the Company's common stock, as to which
shares Minor M. Shaw may also be deemed a beneficial owner. Minor M. Shaw
disclaims beneficial ownership with respect to these shares and with respect to
the 274 shares of the Company's common stock held by her as custodian for her
children. The spouse of Charles C. Mickel owns 10 shares of the Company's common
stock, as to which shares Charles C. Mickel may also be deemed a beneficial
owner. Charles C. Mickel disclaims beneficial ownership with respect to these
shares and with respect to the 351 shares of the Company's common stock held by
him as custodian for his children. Buck A. Mickel disclaims beneficial ownership
with respect to the 287 shares of the Company's common stock held by him as
custodian for a minor.
(4) The number of shares shown as beneficially owned by Minor H. Mickel
includes 33,741 shares directly owned by her and all of the 124,063 shares owned
by Micco Corporation. See Note (3).
(5) The number of shares shown as beneficially owned by Minor M. Shaw
includes 26,497 shares owned by her directly or as custodian for her children,
approximately 1,448 shares beneficially owned by her husband through an
individual retirement account or as custodian for their children, and all of the
124,063 shares owned by Micco Corporation. See Note (3).
(6) The number of shares shown as beneficially owned by Charles C. Mickel
includes 25,621 shares owned by him directly or as custodian for his children,
10 shares owned by his wife and all of the 124,063 shares owned by Micco
Corporation. See Note (3).
(7) William F. Garrett is a director of the Company. The number of shares
shown as beneficially owned by Mr. Garrett includes 208 shares allocated to the
account of Mr. Garrett in the Delta Woodside 401(k) Plan. Mr. Garrett is fully
vested in the shares allocated to his account in the Delta Woodside 401(k) Plan.
(8) C. C. Guy is a director of the Company. The number of shares shown as
beneficially owned by C. C. Guy includes 1,896 shares owned by his wife, as to
which shares Mr. Guy disclaims beneficial ownership.
(9) Robert W. Humphreys is President and Chief Executive Officer and a
director of the Company. The shares shown as beneficially owned in the table
above include 15,625 shares subject to options that are currently exercisable
and 50,000 shares are excluded from the table that are covered by options that
are not exercisable until July 14, 2002. Also excluded from the above are 12,000
shares subject to awards under the Company's Incentive Stock Award Plan that
will not vest until June 30, 2002.
(10) Dr. James F. Kane is a director of the Company. The shares shown as
beneficially owned by him are held in a Keogh account or an IRA account.
20
(11) Dr. Max Lennon is a director of the Company.
(12) Herbert M. Mueller is Vice President, Chief Financial Officer and
Treasurer of the Company. The shares shown as beneficially owned in the table
above include 3,500 shares subject to options that are currently exercisable and
11,200 shares are excluded from the table that are covered by options that are
not exercisable until July 14, 2002. Also excluded from the above are 3,600
shares subject to awards under the Company's Incentive Stock Award Plan that
will not vest until June 30, 2002.
(13) Martha M. "Sam" Watson is Vice President and Secretary of the Company.
The shares shown as beneficially owned in the table above include 2,000 shares
subject to options that are currently exercisable, and 6,000 shares are excluded
from the table that are covered by options that are not exercisable until July
14, 2002. Also excluded from the table above are 3,200 shares subject to awards
under the Company's Incentive Stock Award Plan that will not vest until June 30,
2002.
(14) Includes all shares deemed to be beneficially owned by any current
director or executive officer.
(15) Less than one percent.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION
UNDER THE EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and is expected to
reduce the number of shareholders. Nonetheless, the Company expects that there
will be a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the AMEX, the Company does not believe that
its purchase of Shares pursuant to the Offer will cause the Company's remaining
Shares to be delisted from the AMEX.
The Shares are currently "margin securities" under the regulations of
the Federal Reserve Board. This has the effect, among other things, of allowing
brokers to extend credit to their customers using such Shares as collateral. The
Company believes that, following the purchase of Shares pursuant to the Offer,
the Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit material
to the Company's business that might be adversely affected by the Company's
acquisition of Shares as contemplated herein or of any approval or other action
by any government or governmental, administrative, or regulatory authority or
agency, domestic or foreign, that would be required for the acquisition or
ownership of Shares by the Company as contemplated herein. Should any such
approval or other action be required, the Company presently contemplates that
such approval or other action will be sought. The Company is unable to predict
whether it may determine that it is required to delay the acceptance for payment
of or payment for Shares tendered pursuant to the Offer pending the outcome of
any such matter. There can be no assurance that any such approval or other
action, if needed, would be obtained or would be obtained without substantial
conditions or that the failure to obtain any such approval or other action might
not result in adverse consequences to the Company's business. The Company's
obligations under the Offer to accept for payment and pay for Shares is subject
to certain conditions. See Section 7.
21
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL. The Federal income tax discussion set forth below summarizes
the material Federal income tax consequences to U.S. Holders of sales of Shares
pursuant to the Offer and is included for general information only. The
discussion does not address all aspects of Federal income taxation that may be
relevant to a particular shareholder or any relevant foreign, state, local or
other tax laws. Certain shareholders (including insurance companies, tax-exempt
entities, foreign persons, financial institutions, broker dealers, employee
benefit plans, personal holding companies, persons who hold Shares as a position
in a "straddle" or as part of a "hedging" or "conversion" transaction, or other
than as a capital asset, and persons who acquired their Shares upon the exercise
of employee stock options or incentive stock awards or as compensation) may be
subject to special rules not discussed below. Foreign shareholders should see
Section 3 for a discussion of the applicable United States withholding tax
rules. This discussion is based on laws, regulations, rulings, and court
decisions currently in effect, all of which are subject to change, possibly with
retroactive effect. The Company has neither requested nor obtained a written
opinion of counsel or a ruling from the Service with respect to the tax matters
discussed below. EACH SHAREHOLDER IS URGED TO CONSULT AND RELY ON THE
SHAREHOLDER'S OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THE
SHAREHOLDER OF SELLING SHARES PURSUANT TO THE OFFER, INCLUDING THE APPLICATION
OF FOREIGN, STATE, LOCAL, OR OTHER TAX LAWS.
A sale of Shares pursuant to the Offer will constitute a "redemption"
under the Internal Revenue Code of 1986, as amended (the "Code"), and will be a
taxable transaction for Federal income tax purposes. If the redemption qualifies
as a sale of Shares by a shareholder under Section 302 of the Code, the
shareholder will recognize gain or loss equal to the difference between (a) the
cash received pursuant to the Offer and (b) the shareholder's tax basis in the
Shares surrendered pursuant to the Offer. If the redemption does not qualify as
a sale of Shares under Section 302, the shareholder will not be treated as
having sold Shares but will be treated as having received a dividend taxable as
ordinary income in an amount equal to the cash received pursuant to the Offer.
As described below, whether a redemption qualifies for sale treatment will
depend largely on the total number of the shareholder's Shares (including any
Shares constructively owned by the shareholder) that are purchased. A
shareholder desiring to obtain sale treatment may want to make a conditional
tender, as described in Section 6, to make sure that a minimum number of his or
her Shares (if any) are purchased.
SALE TREATMENT. Under Section 302 of the Code, a redemption of Shares
pursuant to the Offer will be treated as a sale of such Shares for Federal
income tax purposes if such redemption (i) results in a "complete redemption" of
all of the shareholder's stock in the Company, (ii) is "substantially
disproportionate" with respect to the shareholder, or (iii) is "not essentially
equivalent to a dividend" with respect to the shareholder.
In determining whether any of these three tests under Section 302 is
satisfied, a shareholder must take into account not only Shares that the
shareholder actually owns but also any Shares that the shareholder is treated as
owning pursuant to the constructive ownership rules of Section 318 of the Code.
Under those rules, a shareholder generally is treated as owning (i) Shares owned
by the shareholder's spouse, children, grandchildren, and parents, (ii) Shares
owned by certain trusts of which the shareholder is a beneficiary in proportion
to the shareholder's interest, (iii) Shares owned by any estate of which the
shareholder is a beneficiary in proportion to the shareholder's interest, (iv)
Shares owned by any partnership or "S corporation" in which the shareholder is a
partner or shareholder in proportion to the shareholder's interest, (v) Shares
owned by any non-S corporation of which the shareholder owns at least 50% in
value of the stock, in proportion to the shareholder's interest, and (vi) Shares
that the shareholder has an option or similar right to acquire. A shareholder
that is a partnership or S corporation, estate, trust, or non-S corporation is
treated as owning stock owned (as the case may be) by partners or S corporation
22
shareholders, by estate beneficiaries, by certain trust beneficiaries, and by
50% shareholders of a non-S corporation. Stock constructively owned by a person
generally is treated as being owned by that person for the purpose of
attributing ownership to another person.
A redemption of Shares from a shareholder pursuant to the Offer will
result in a "complete redemption" of all the shareholder's stock in the Company
if either (i) the Company purchases all of the Shares actually and
constructively owned by the shareholder or (ii) the shareholder actually owns no
Shares after all transfers of Shares pursuant to the Offer, constructively owns
only Shares owned by certain family members, and the shareholder qualifies to
and does waive (pursuant to Section 302(c)(2) of the Code) constructive
ownership of Shares owned by family members. Any shareholder desiring to waive
such constructive ownership of Shares should consult a tax advisor about the
applicability of Section 302(c)(2).
A redemption of Shares from a shareholder pursuant to the Offer will be
"substantially disproportionate" with respect to the shareholder if the
percentage of Shares actually and constructively owned by the shareholder
compared to all Shares outstanding immediately after all redemptions of Shares
pursuant to the Offer is less than 80% of the percentage of Shares actually and
constructively owned by the shareholder immediately before such redemptions. If
exactly 350,000 Shares are redeemed pursuant to the Offer, the number of Shares
outstanding after consummation of the Offer will be approximately 85% of the
number of Shares currently outstanding. Consequently, in that case a shareholder
must dispose of more than 32% (100% minus 80% of 85%) of the number of Shares
the shareholder actually and constructively owns in order possibly to qualify
for a substantially disproportionate redemption. If the Company were to exercise
its right to purchase an additional 2% of the Shares, a shareholder would have
to dispose of more than 33.6% (100% minus 80% of 83%) of the number of
outstanding Shares the shareholder actually and constructively owns in order
possibly to qualify for a substantially disproportionate redemption.
A redemption of Shares from a shareholder pursuant to the Offer will be
"not essentially equivalent to a dividend" if, pursuant to the Offer, the
shareholder experiences a "meaningful reduction" in his or her proportionate
interest in the Company, including voting rights, participation in earnings, and
liquidation rights, arising from the actual and constructive ownership of
Shares. The Service has indicated in a published ruling that a very small
reduction (3.3%) in the proportionate interest of a small minority
(substantially less than 1%) shareholder of a publicly-held corporation who does
not exercise any control over corporate affairs generally constitutes a
"meaningful reduction" in the shareholder's interest. The fact that the
redemption fails to qualify as a sale pursuant to the other two tests is not
taken into account in determining whether the redemption is "not essentially
equivalent to a dividend."
If exactly 350,000 Shares are redeemed pursuant to the Offer, the
number of Shares outstanding will be reduced by 15.0%. Consequently, in that
case, a small minority shareholder must dispose of more than 17.8% of the number
of Shares the shareholder actually and constructively owns in order to have any
reduction in the shareholder's proportionate stock interest in the Company. If
the Company were to exercise its right to purchase an additional 2% of the
outstanding Shares, a shareholder would have to dispose of more than 19.7% of
the number of Shares the shareholder actually and constructively owns in order
to have any reduction in the shareholder's proportionate interest.
Shareholders should be aware that their ability to satisfy any of the
foregoing tests also may be affected by proration pursuant to the Offer.
THEREFORE, UNLESS A SHAREHOLDER MAKES A CONDITIONAL TENDER (SEE SECTION 6), THE
SHAREHOLDER (OTHER THAN AN ODD LOT HOLDER WHO TENDERS ALL OF HIS, HER, OR ITS
SHARES AT OR BELOW THE PURCHASE PRICE) CAN BE GIVEN NO ASSURANCE EVEN IF HE,
SHE, OR IT TENDERS ALL OF THE SHAREHOLDER'S SHARES THAT THE COMPANY WILL
PURCHASE A SUFFICIENT NUMBER OF SUCH SHARES TO PERMIT THE SHAREHOLDER TO SATISFY
ANY OF THE FOREGOING TESTS. Shareholders also should be aware that an
acquisition or disposition of Shares in the market or otherwise as part of a
23
plan that includes the shareholder's tender of Shares pursuant to the Offer
might be taken into account in determining whether any of the foregoing tests is
satisfied. Shareholders are urged to consult their own tax advisors with regard
to whether acquisitions from or sales to third parties, including market sales,
and a tender may be so integrated.
If any of the foregoing three tests is satisfied, the shareholder will
recognize gain or loss equal to the difference between the amount of cash
received pursuant to the Offer and the shareholder's tax basis in the Shares
sold. Generally such gains of individuals, estates, and trusts are subject to
federal income tax rates applicable to long- or short-term capital gains
depending on how long the shareholder held the Shares sold.
DIVIDEND TREATMENT. If none of the foregoing three tests under Section
302 of the Code is satisfied, the shareholder generally will be treated as
having received a dividend taxable as ordinary income in an amount equal to the
amount of cash received by the shareholder pursuant to the Offer, to the extent
the Company has accumulated or current earnings and profits. The Company expects
that its current and accumulated earnings and profits will be sufficient to
cover the amount of any payments pursuant to the Offer that are treated as
dividends.
Dividend income of individuals, estates, and trusts generally is
subject to graduated federal income tax rates. To the extent that the purchase
of Shares from any shareholder pursuant to the Offer is treated as a dividend,
the shareholder's tax basis in any Shares that the shareholder actually or
constructively owns after consummation of the Offer should be increased by the
shareholder's tax basis in the Shares surrendered pursuant to the Offer.
TREATMENT OF DIVIDEND INCOME FOR CORPORATE SHAREHOLDERS. In the case of
a corporate shareholder, if the cash received for Shares pursuant to the Offer
is treated as a dividend, the dividend income may be eligible for the 70%
dividends-received deduction under Section 243 of the Code. The
dividends-received deduction is subject to certain limitations, however. For
example, the deduction may not be available if the corporate shareholder does
not satisfy certain holding period requirements with respect to its tendered
Shares or if the Shares are "debt-financed portfolio stock." If a
dividends-received deduction is available, the dividend (having arisen in a
non-pro rata redemption) also will be an "extraordinary dividend" under Section
1059 of the Code. In that case, the corporate shareholder's tax basis in its
remaining Shares generally will be reduced (but not below zero) by the amount of
any "extraordinary dividend" not taxed because of the dividends-received
deduction. Any amount of the "extraordinary dividend" not taxed because of the
dividends-received deduction in excess of the corporate shareholder's tax basis
for the remaining Shares generally would be currently taxable as gain from the
sale of Shares. If a redemption of Shares from a corporate shareholder pursuant
to the Offer is treated as a dividend as a result of the shareholder's
constructive ownership of other Shares that it has an option or other right to
acquire, the portion of the extraordinary dividend not otherwise taxed because
of the dividends-received deduction would reduce the shareholder's basis only in
its Shares sold pursuant to the Offer, and any excess of such non-taxed portion
over such basis would be currently taxable as gain from the sale of Shares.
Corporate shareholders should consult their tax advisors as to the availability
of the dividends-received deduction and the application of Section 1059 of the
Code. SEE SECTION 3 WITH RESPECT TO THE APPLICATION OF BACKUP FEDERAL INCOME TAX
WITHHOLDING.
24
15. EXTENSION OF OFFER; TERMINATION; AMENDMENT.
The Company expressly reserves the right, in its sole discretion, at
any time and from time to time and regardless of whether or not any of the
events set forth in Section 7 shall have occurred or shall be deemed by the
Company to have occurred, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. The Company also expressly reserves the right, in
its sole discretion, to terminate the Offer and not accept for payment or pay
for any Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of the
events specified in Section 7 hereof by giving oral or written notice of such
termination or postponement to the Depositary and making a public announcement
thereof. The Company's reservation of the right to delay payment for Shares that
it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the
Exchange Act, which requires that the Company must pay the consideration offered
or return the Shares tendered promptly after termination or withdrawal of a
tender offer.
Subject to compliance with applicable law, the Company further reserves
the right, in its sole discretion, and regardless of whether any of the events
set forth in Section 7 shall have occurred or shall be deemed by the Company to
have occurred, to amend the Offer in any respect (including, without limitation,
by decreasing or increasing the consideration offered in the Offer to holders of
Shares or by decreasing or increasing the number of Shares being sought in the
Offer). Amendments to the Offer may be made at any time and from time to time by
public announcement thereof, provided that in the case of an extension, such
public announcement must be issued no later than 9:00 a.m., New York City time,
on the next business day after the last previously scheduled or announced
Expiration Date. Any public announcement made pursuant to the Offer will be
disseminated promptly to shareholders in a manner reasonably designed to inform
shareholders of such change. Without limiting the manner in which the Company
may choose to make a public announcement, except as required by applicable law,
the Company shall have no obligation to publish, advertise, or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.
If the Company materially changes the terms of the Offer or the
information concerning the Offer or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. These rules
require that the minimum period during which an offer must remain open following
material changes in the terms of the Offer or information concerning the Offer
(other than a change in price or a change in percentage of securities sought)
will depend on the facts and circumstances, including the relative materiality
of such terms or information. If (i) the Company increases or decreases the
price to be paid for Shares and/or the number of Shares being sought in the
Offer and, in the event of an increase in the number of Shares being sought,
such increase exceeds 2% of the outstanding Shares and (ii) the Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the tenth business day from, and including, the date that such notice of an
increase or decrease is first published, sent, or given in the manner specified
in this Section 15, the Offer will be extended until the expiration of such
period of ten business days.
16. FEES AND EXPENSES.
The Company has retained Georgeson Shareholder Communications, Inc. to
act as Information Agent and First Union National Bank to act as Depositary in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, and personal interviews and may request brokers, dealers,
and other nominee shareholders to forward materials relating to the Offer to
beneficial owners. The Information Agent and the Depositary each will receive
reasonable and customary compensation for their respective services, will be
25
reimbursed by the Company for certain reasonable out-of-pocket expenses, and
will be indemnified against certain liabilities in connection with the Offer,
including certain liabilities under the Federal securities laws.
No fees or commissions will be payable by the Company to brokers,
dealers, or other persons (other than fees to the Information Agent and the
Depositary as described above) for soliciting tenders of Shares pursuant to the
Offer. The Company, however, upon request will reimburse brokers, dealers, and
commercial banks for customary mailing and handling expenses incurred by such
persons in forwarding the Offer and related materials to the beneficial owners
of Shares held by any such person as a nominee or in a fiduciary capacity. No
broker, dealer, commercial bank, or trust company has been authorized to act as
the agent of the Company, the Information Agent, or the Depositary for purposes
of the Offer. The Company will pay or cause to be paid all stock transfer taxes,
if any, on its purchase of Shares except as otherwise provided in Instruction 7
in the Letter of Transmittal.
17. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the
Offer is not in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to comply with
such law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission a Tender Offer Statement
on Schedule TO which contains additional information with respect to the Offer.
Such Schedule TO, including the exhibits and any amendments thereto, may be
examined, and copies may be obtained, at the same places and in the same manner
as is set forth in Section 10 with respect to information concerning the
Company.
DELTA APPAREL, INC.
December 7, 2001
26
Manually signed photocopies of the Letter of Transmittal will be
accepted from Eligible Institutions. The Letter of Transmittal and certificates
for Shares and any other required documents should be sent or delivered by each
shareholder or his broker, dealer, commercial bank, trust company, or nominee to
the Depositary at its address set forth below.
The Depositary for the Offer is:
________________________________________________________________________________
FIRST UNION NATIONAL BANK
By Overnight Courier:
FIRST UNION NATIONAL BANK
c/o Alpine Fiduciary Services, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Attention: Reorg Department
Tel: (201) 896-5648
By Mail: By Facsimile Transmission: By Hand:
------- ------------------------- -------
First Union National Bank (Eligible Institutions Only) First Union National Bank
c/o Alpine Fiduciary Services, Inc. First Union National Bank 599 Lexington Avenue
P.O. Box 2065 Customer Service 22nd Floor
South Hackensack, NJ 07606-9974 (201) 460-2889 New York, NY 10022
Tel: (212) 839-7500
Confirm by Telephone
(201) 896-5648
________________________________________________________________________________
Any questions or requests for assistance or additional copies of this
Offer to Purchase, the Letter of Transmittal, or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
locations listed below. Shareholders may also contact their local broker,
dealer, commercial bank, or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free (800) 223-2064
27
EXHIBIT (a)(1)(ii)
DELTA APPAREL, INC.
________________________________________________________________________________
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
DELTA APPAREL, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 7, 2001
________________________________________________________________________________
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
THURSDAY, JANUARY 10, 2002, UNLESSTHE OFFER IS EXTENDED.
________________________________________________________________________________
TO: FIRST UNION NATIONAL BANK
By Overnight Courier:
FIRST UNION NATIONAL BANK c/o
Alpine Fiduciary Services, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Attention: Reorg Department
Tel: (201) 896-5648
By Mail: By Facsimile Transmission: By Hand:
------- ------------------------- -------
First Union National Bank (Eligible Institutions Only) First Union National Bank
c/o Alpine Fiduciary Services, Inc. First Union National Bank 599 Lexington Avenue
P.O. Box 2065 Customer Service 22nd Floor
South Hackensack, NJ 07606-9974 (201) 460-2889 New York, NY 10022
Tel: (212) 839-7500
Confirm by Telephone
(201) 896-5648
________________________________________________________________________________
Delivery of this instrument and all other documents to the address or
transmission of instructions to a facsimile number other than as set forth above
does not constitute a valid delivery.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
This Letter of Transmittal is to be used only if (a) certificates for
Shares (as defined below) are to be forwarded herewith or (b) a tender of Shares
is being made concurrently by book-entry transfer to the account maintained by
First Union National Bank ("Depositary") at The Depository Trust Company
("Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase.
See Instruction 2.
________________________________________________________________________________
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
________________________________________________________________________________
----------------------------------------------------------- ----------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) TENDERED CERTIFICATES (ATTACH SIGNED ADDITIONAL LIST IF
(PLEASE USE PREADDRESSED LABEL OR FILL IN NECESSARY. SEE INSTRUCTION 3.)
EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)
----------------------------------------------------------- ----------------------------------------------------------
Certificate No. of Shares* No. of Shares
Number(s) Tendered
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
----------------------------------------------------------- --------------- ---------------------- -------------------
------------------
TOTAL SHARES
TENDERED
----------------------------------------------------------- --------------- ---------------------- -------------------
================================================================================
Indicate in this box order (by certificate number) in which Shares are to be
purchased in event of proration. (Attach additional list if necessary.) *** See
Instruction 10.
1st: 2nd: 3rd: 4th: 5th:
________________________________________________________________________________
[ ] Check here if any of the certificates representing Shares that you own
have been lost or destroyed. See Instruction 16. Number of Shares
represented by lost or destroyed certificates:
___________________________________________________________________________
* Does not need to be completed if Shares are tendered by book-entry
transfer.
** If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number
of Shares you wish to tender. Otherwise, all Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
*** If you do not designate an order, in the event, due to proration,
fewer than all Shares tendered are purchased, Shares will be selected
for purchase by the Depositary.
________________________________________________________________________________
NOTE: SIGNATURE MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
SHAREHOLDERS WHO CANNOT DELIVER THE CERTIFICATES FOR THEIR SHARES TO
THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE
(AS DEFINED BELOW)) OR WHO CANNOT COMPLETE THE PROCEDURE FOR BOOK-ENTRY TRANSFER
ON A TIMELY BASIS OR WHO CANNOT DELIVER A LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE DEPOSITARY PRIOR TO THE EXPIRATION DATE MUST TENDER
THEIR SHARES PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE SET FORTH IN SECTION
3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2.
SHAREHOLDERS WHO DESIRE TO TENDER SHARES PURSUANT TO THE OFFER (AS
DEFINED BELOW) AND WHO CANNOT DELIVER THE CERTIFICATES FOR THEIR SHARES (OR WHO
ARE UNABLE TO COMPLY WITH THE PROCEDURES FOR BOOK-ENTRY TRANSFER ON A TIMELY
BASIS) AND ALL OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL TO THE
DEPOSITARY AT OR BEFORE THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO
PURCHASE) MAY TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY
PROCEDURES SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
________________________________________________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK ENTRY-TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:__________________________________________________
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Name of Institution that Guaranteed Delivery:___________________________________
Give Account Number if Delivered by Book-Entry__________________________________
Account Number:_________________________________________________________________
________________________________________________________________________________
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if the Shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 Shares.
The undersigned either (check one Box):
[ ] is the beneficial or record owner of an aggregate of fewer than 100
Shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other
nominee that (a) is tendering for the beneficial owner(s) thereof
Shares with respect to which it is the record holder and (b) believes,
based upon representations made to it by such beneficial owner(s),
that each such person is the beneficial owner of an aggregate of fewer
than 100 Shares and each is tendering all of such Shares.
UNLESS A BOX UNDER "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" IN THIS LETTER OF TRANSMITTAL IS CHECKED, THE UNDERSIGNED IS TENDERING
SHARES AT THE PURCHASE PRICE, AS THE SAME SHALL BE DETERMINED BY THE COMPANY IN
ACCORDANCE WITH THE TERMS OF THE OFFER.
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
________________________________________________________________________________
________________________________________________________________________________
CONDITIONAL TENDER
(SEE INSTRUCTION 9)
[ ] check here if tender of Shares is conditional on the Company
purchasing all or a minimum number of tendered Shares and complete the
following:
Minimum number of Shares to be sold:___________________________________
________________________________________________________________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
TO: FIRST UNION NATIONAL BANK:
The undersigned hereby tenders to Delta Apparel, Inc., a Georgia corporation
("Company"), the above-described shares of the Company's Common Stock, at the
price per Share indicated in this Letter of Transmittal, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Company's
Offer to Purchase, dated December 7, 2001 ("Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, together
with the Offer to Purchase, constitutes the "Offer").
Subject to and effective upon acceptance for payment of the Shares tendered
hereby in accordance with the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns, and
transfers to, or upon the order of, the Company all right, title, and interest
in and to all the Shares that are being tendered hereby and orders the
registration of all such Shares if tendered by book-entry transfer and hereby
irrevocably constitutes and appoints the Depositary as the true and lawful agent
and attorney-in-fact of the undersigned (with full knowledge that said
Depositary also acts as the agent of the Company) with respect to such Shares
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to:
(a) deliver certificate(s) for such Shares or transfer
ownership of such Shares on the account books maintained by the
Book-Entry Transfer Facility, together with all accompanying evidences
of transfer and authenticity, to, or upon the order of, the Company
upon receipt by the Depositary, as the undersigned's agent, of the
aggregate Purchase Price (as defined below) with respect to such
Shares;
(b) present certificates for such Shares for cancellation and
transfer on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, subject to the next paragraph, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned understands that tenders of Shares
pursuant to any one of the procedures described in Section 3 of the
Offer to Purchase and in the instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the Offer,
including the undersigned's representation and warranty that:
(i) the undersigned has a net long position in Shares
or equivalent securities at least equal to the Shares
tendered within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended, and
(ii) such tender of Shares complies with Rule 14e-4;
(b) when and to the extent the Company accepts such Shares for
purchase, the Company will acquire good, marketable, and unencumbered
title to them, free and clear of all security interests, liens,
charges, encumbrances, conditional sales agreements, or other
obligations relating to their sale or transfer, and not subject to any
adverse claim;
(c) on request, the undersigned will execute and deliver any
additional documents the Depositary or the Company deems necessary or
desirable to complete the assignment, transfer, and purchase of the
Shares tendered hereby; and
(d) the undersigned has read and agrees to all of the terms of
the Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy, and legal representatives of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be
printed above, if they have not already been printed above, exactly as they
appear on the certificates representing Shares tendered hereby. The certificate
numbers, the number of Shares represented by such certificates, and the number
of Shares that the undersigned wishes to tender should be set forth above in the
appropriate boxes. The price at which such Shares are being tendered should be
indicated in the box below.
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
in excess of $22.00 nor less than $19.00 net to the seller in cash ("Purchase
Price") that it will pay for Shares properly tendered and not properly withdrawn
prior to the Expiration Date pursuant to the Offer, taking into account the
number of Shares so tendered and the prices (in multiples of $0.25) specified by
tendering shareholders. The undersigned understands that the Company will select
the lowest Purchase Price that will allow it to buy 350,000 Shares (or such
lesser number of Shares as are properly tendered at prices not in excess of
$22.00 nor less than $19.00 net per Share, in multiples of $0.25) pursuant to
the Offer. The undersigned understands that all Shares properly tendered at
prices at or below the Purchase Price and not properly withdrawn prior to the
Expiration Date will be purchased at the Purchase Price, upon the terms and
subject to the conditions of the Offer, including its proration and conditional
tender provisions, and that the Company will return all other Shares not
purchased pursuant to the Offer, including Shares tendered at prices greater
than the Purchase Price, Shares not withdrawn prior to the Expiration Date, and
Shares not purchased because of proration or conditional tender.
The undersigned recognizes that, under certain circumstances set forth
in the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for payment fewer than all of the Shares tendered hereby. In any such
event, the undersigned understands that certificate(s) for any Shares delivered
herewith but not tendered or not purchased will be returned to the undersigned
at the address indicated above, unless otherwise indicated below under the
"Special Payment Instructions" or the "Special Delivery Instructions." The
undersigned recognizes that the Company has no obligation, pursuant to the
Special Payment Instructions, to transfer any certificate for Shares from the
name of its registered holder, or to order the registration or transfer of
Shares tendered by book-entry transfer, if the Company purchases none of the
Shares represented by such certificate or tendered by such book-entry transfer.
The undersigned understands that acceptance of Shares by the Company
for payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the aggregate Purchase Price for such of the Shares
tendered hereby as are purchased will be issued to the order of the undersigned
and mailed to the address indicated above, unless otherwise indicated below
under the "Special Payment Instructions" or the "Special Delivery Instructions."
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
________________________________________________________________________________
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
________________________________________________________________________________
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETEA
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. ODD
LOT HOLDERS WHO ELECT TO TENDER THEIR SHARES AT THE PURCHASE PRICE AS DETERMINED
BY THE COMPANY SHOULD NOT CHECK ANY BOX BELOW. SEE INSTRUCTION 8.)
________________________________________________________________________________
[ ] $19.00 [ ] $19.75 [ ] $20.50 [ ] $21.25 [ ] $22.00
[ ] $19.25 [ ] $20.00 [ ] $20.75 [ ] $21.50
[ ] $19.50 [ ] $20.25 [ ] $21.00 [ ] $21.75
________________________________________________________________________________
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 11)
To be completed ONLY if certificates for Shares not tendered or not purchased
and/or any check for the aggregate Purchase Price of Shares purchased are to be
issued in the name of and sent to someone other than the undersigned.
Issue:
[ ] Check to:
[ ] Certificates to:
Name(s): _______________________________________________________________________
(Please print)
Address:________________________________________________________________________
________________________________________________________________________________
(Zip Code)
________________________________________________________________________________
(Taxpayer Identification or Social Security No.)
________________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 11)
To be completed ONLY if certificates for Shares not tendered or not
purchased and/or any check for the Purchase Price of Shares purchased, issued in
the name of the undersigned, are to be mailed to someone other than the
undersigned, or to the undersigned at an address other than that shown above.
Mail:
[ ] Check to:
[ ] Certificates to:
Name(s):________________________________________________________________________
(Please print)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Zip Code)
================================================================================
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
(PLEASE COMPLETE AND RETURN THE ENCLOSED FORM W-9)
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or another
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 6.)
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Owner(s)
Dated:_______________ , 2002
Name(s):________________________________________________________________________
(Please Print)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
Area Code(s) and
Telephone Number(s):____________________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
NAME OF FIRM:___________________________________________________________________
AUTHORIZED SIGNATURE:___________________________________________________________
NAME: __________________________________________________________________________
(Please Print)
Title: _________________________________________________________________________
Address: _______________________________________________________________________
Dated:______________ , 2002
________________________________________________________________________________
IMPORTANT TAX INFORMATION
Under the Federal income tax law, a shareholder whose tendered Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such shareholder's correct taxpayer identification number ("TIN") on
Substitute Form W-9 below. If such shareholder is an individual, the TIN is such
shareholder's social security number. If the Depositary is not provided with the
correct TIN, the shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service and payments that are made to such shareholder with
respect to Shares purchased pursuant to the Offer may be subject to backup
withholding of 30.5% (reduced to 30% in January 2002).
Certain shareholders including, among others, all corporations and
certain foreign individuals, are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a Form W-8, signed under penalties
of perjury, attesting to such individual's exempt status. A Form W-8 can be
obtained from the Depositary. Exempt shareholders should furnish their TIN,
write "Exempt" on the face of the Substitute Form W-9, and sign, date, and
return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions. A shareholder should consult his or her tax advisor as
to such shareholder's qualification for an exemption from backup withholding and
the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold
30.5% (reduced to 30% in January 2002) of any payments made to the shareholder.
Backup withholding is not an additional tax. Rather, the Federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form below certifying that (a) the TIN provided on
Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN) and
(b) that (i) such shareholder has not been notified by the Internal Revenue
Service that such shareholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified such shareholder that such shareholder is no longer subject to
backup withholding.
The shareholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering shareholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN within 60 days, the Depositary
will withhold 30.5% (reduced to 30% in January 2002) of all payments of the
Purchase Price to such shareholder.
PAYER'S NAME: FIRST UNION NATIONAL BANK
SUBSTITUTE Part 1 - Taxpayer Identification
FORM W-9 Number - Please provide your TIN in the ______________________
box at right and certify by signing and Social Security Number
dating below. If awaiting TIN, write
"Applied For"
______________________
DEPARTMENT OF THE TREASURY Employer
INTERNAL REVENUE SERVICE Identification Number
PAYER'S REQUEST FOR TAXPAYER PART 2 - For Payees Exempt from Backup Withholding - Check the box if you are NOT
IDENTIFICATION NUMBER ("TIN") subject to backup withholding. [ ]
AND CERTIFICATION _________________________________________________________________________________
PART 3 - CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct taxpayer identification number (or I
am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a Result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
(3) I am a U. S. Person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS. - You must cross out item 2 above if you have been notified by
IRS that you are currently subject to backup withholding because you have failed to report
all interest and dividends on your tax return. However, if, after being notified by the IRS
that you were subject to backup withhold, you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out item 2.
______________________________________________________________________________________________________________________________
SIGNATURE _________________________________________ DATE ___________________
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30.5% (REDUCED TO 30% IN JANUARY 2002) OF ANY PAYMENTS MADE
TO YOU PURSUANT TO THE OFFER. IN ADDITION FAILURE TO PROVIDE
SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY THE
INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED
FOR" INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9
________________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number ("TIN") to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a taxpayer identification number by the time of payment, 30.5%
(reduced to 30% in January 2002) of all reportable payments made to me will be
withheld until I provide a number.
__________________________________________ ______________________
Signature Date
________________________________________________________________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if
either:
(a) this Letter of Transmittal is signed by the registered
holder of the Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of such Shares)
exactly as the name of the registered holder appears on the certificate
tendered with this Letter of Transmittal and payment and delivery are
to be made directly to such owner unless such owner has completed above
either the box entitled "Special Payment Instructions" or "Special
Delivery Instructions;" or
(b) such Shares are tendered for the account of a firm or
other entity that is a member in good standing of the Security Transfer
Agent Medallion Program ("Eligible Institution").
In all other cases, an Eligible Institution must guarantee all
signatures on this Letter of Transmittal. See Instruction 6
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used only if
certificates for Shares are delivered with it to the Depositary (or such
certificates will be delivered pursuant to a Notice of Guaranteed Delivery
previously sent to the Depositary) or if a tender for Shares is being made
concurrently pursuant to the procedure for tender by book-entry transfer set
forth in Section 3 of the Offer to Purchase. Certificates for all physically
tendered Shares or confirmation of a book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility of Shares tendered electronically,
together in each case with a properly completed and duly executed Letter of
Transmittal or duly executed and manually signed facsimile of it, or an Agent's
Message (as defined below), and any other documents required by this Letter of
Transmittal, should be mailed or delivered to the Depositary at the appropriate
address set forth herein and must be delivered to the Depositary on or before
the Expiration Date (as defined in the Offer to Purchase). DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary which states
that the Book-Entry Transfer Facility has received an express acknowledgment
from the participant in such Book-Entry Transfer Facility tendering the Shares
that such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Company may enforce such agreement against
such participant.
Shareholders whose certificates are not immediately available or who
cannot deliver certificates for their Shares and all other required documents to
the Depositary before the Expiration Date or whose Shares cannot be delivered on
a timely basis pursuant to the procedures for book-entry transfer must, in any
such case, tender their Shares by or through any Eligible Institution by
properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or a facsimile thereof) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure, certificates for all physically tendered Shares or book-entry
confirmations, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), or an Agent's Message,
and all other documents required by this Letter of Transmittal, must be received
by the Depositary within three American Stock Exchange trading days after
receipt by the Depositary of such Notice of Guaranteed Delivery, all as provided
in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile transmission or mail to the Depositary and must include
a signature guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be validly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS
AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY U.S.
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional, or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering shareholders, by execution of
this Letter of Transmittal (or a facsimile thereof), waive any right to receive
any notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to
shareholders who tender by book-entry transfer.) If fewer than all of the Shares
evidenced by any certificate are to be tendered, fill in the number of Shares
that are to be tendered in the column entitled "Number of Shares Tendered" in
the box captioned "Description of Shares Tendered." In such case, if any
tendered Shares are purchased, a new certificate for the remainder of the Shares
(including any Shares not purchased) evidenced by the old certificate(s) will be
issued and sent to the registered holder(s), unless otherwise specified in
either the "Special Payment Instructions" or "Special Delivery Instructions" box
on this Letter of Transmittal, as soon as practicable after the Expiration Date.
Unless otherwise indicated, all Shares represented by the certificate(s) listed
and delivered to the Depositary will be deemed to have been tendered.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. (Not
applicable to "Odd Lot" shareholders who tender at the Purchase Price. See
Instruction 8.) For Shares to be properly tendered, the shareholder MUST check
the box indicating the price per Share at which he or she is tendering Shares
under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this
Letter of Transmittal. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS
CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A
shareholder wishing to tender portions of his or her Share holdings at different
prices must complete a separate Letter of Transmittal for each price at which he
or she wishes to tender each such portion of his or her Shares. The same Shares
cannot be tendered (unless previously properly withdrawn as provided in Section
4 of the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS, AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without any change
whatsoever.
(b) If the Shares are registered in the names of two or more joint
holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign, and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of
certificate(s) representing such Shares or separate stock power(s) are required
unless payment is to be made, or the certificate(s) for Shares not tendered or
not purchased are to be issued, to a person other than the registered holder(s).
If payment is to be made, or the certificate(s) for Shares not tendered or not
purchased are to be issued, to a person other than the registered holder(s),
SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION. If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, or if payment is to be made
or certificate(s) for Shares not tendered or not purchased are to be issued to a
person other than the registered holder(s), the certificate(s) must be endorsed
or accompanied by appropriate stock power(s), in either case signed exactly as
the name(s) of the registered holder(s) appears on the certificate(s), and the
signature(s) on such certificate(s) or stock power(s) must be guaranteed by an
Eligible Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Company of their authority to so act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay or cause to be paid any stock
transfer taxes payable on the transfer to it of Shares purchased pursuant to the
Offer. If, however:
(a) payment of the aggregate Purchase Price for Shares tendered hereby
and accepted for purchase is to be made to any person other than the registered
holder(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered holder(s);
or
(c) tendered certificates are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of Transmittal; then the
Depositary will deduct from such aggregate Purchase Price the amount of any
stock transfer taxes (whether imposed on the registered holder, such other
person, or otherwise) payable on account of the transfer to such person unless
satisfactory evidence of the payment of such taxes or any exemption from them is
submitted.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if the
Company is to purchase fewer than all Shares tendered before the Expiration Date
and not withdrawn, the Shares purchased first will consist of all Shares
tendered by any shareholder who owned, of record or beneficially, an aggregate
of fewer than 100 Shares and who tenders all of his or her Shares at or below
the Purchase Price. This preference will not be available unless the box
captioned "Odd Lots" is completed. Unless they indicate to the contrary by
checking a box under "Price (in Dollars) per Share at which Shares are being
Tendered", such shareholders will be deemed to be tendering their Shares at the
Purchase Price as the same may be determined by the Company in accordance with
the terms of the Offer.
9. CONDITIONAL TENDERS. As described in Sections 1 and 6 of the Offer
to Purchase, shareholders may condition their tenders on all or a minimum number
of their tendered Shares being purchased ("Conditional Tenders"). If the Company
is to purchase less than all Shares tendered before the Expiration Date and not
withdrawn, the Depositary will perform a preliminary proration, and any Shares
tendered at or below the Purchase Price pursuant to a Conditional Tender for
which the condition was not satisfied shall be deemed withdrawn, subject to
reinstatement if such Conditionally Tendered Shares are subsequently selected by
random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase.
Conditional Tenders will be selected by lot only from shareholders who tender
all of their Shares. All tendered Shares shall be deemed unconditionally
tendered unless the "Conditional Tender" box is completed. The Conditional
Tender alternative is made available so that a shareholder may assure that the
purchase of Shares from the shareholder pursuant to the Offer will be treated as
a sale of such Shares by the shareholder rather than the payment of a dividend
to the shareholder for Federal income tax purposes. Odd Lot Shares, which will
not be subject to proration, cannot be conditionally tendered. It is the
tendering shareholder's responsibility to calculate the minimum number of Shares
that must be purchased from the shareholder in order for the shareholder to
qualify for sale (rather than dividend) treatment, and each shareholder is urged
to consult his or her own tax advisor.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A
CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT
BE ACCEPTED AND DEEMED WITHDRAWN.
10. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1
of the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the Federal income tax treatment of the Purchase Price for the
Shares purchased. See Sections 1 and 14 of the Offer to Purchase.
11. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
Shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of the Letter of Transmittal, or if such
certificates and/or checks are to be sent to someone other than the person
signing the Letter of Transmittal or to the signer at a different address, the
boxes captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed as applicable,
and signatures must be guaranteed as described in Instruction 1.
12. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefore, and the validity, form, eligibility
(including time of receipt), and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determinations
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares it determines not to be in proper
form or the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any defects
or irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Depositary, the
Information Agent (as defined in the Offer to Purchase), or any other person is
or will be obligated to give notice of any defects or irregularities in tenders,
and none of them will incur any liability for failure to give any such notice.
13. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to, or additional copies
of the Offer to Purchase, the Notice of Guaranteed Delivery, and this Letter of
Transmittal may be obtained from, the Information Agent at its address and
telephone number set forth at the end of this Letter of Transmittal or from a
broker, dealer, commercial bank, or trust company.
14. FORM W-9 AND FORM W-8. Shareholders other than corporations and
certain foreign persons may be subject to backup Federal income tax withholding.
Each tendering shareholder who does not otherwise establish to the satisfaction
of the Depositary an exemption from backup Federal income tax withholding is
required to provide the Depositary with a correct taxpayer identification number
("TIN") on Form W-9, which is provided with this Letter of Transmittal. For an
individual, his or her TIN will generally be his or her social security number.
Failure to provide the information requested or to make the certification on
Form W-9 may subject the tendering shareholder to 30.5% (reduced to 30% in
January 2002) backup Federal income tax withholding on the payments made to or
for the shareholder with respect to Shares purchased pursuant to the Offer.
Failing to furnish a correct TIN may subject the shareholder to a $50.00 penalty
imposed by the Internal Revenue Service. Providing false information may result
in additional penalties. Backup withholding is not an additional tax. Rather,
the unpaid tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained. Shareholders who are foreign persons should
submit Form W-8 to certify that they are exempt from backup withholding. Form
W-8 may be obtained from the Depositary.
15. WITHHOLDING ON FOREIGN HOLDER. The following discussion applies to
any "foreign shareholder", that is a shareholder that, for United States Federal
income tax purposes, is a non-resident alien individual, a foreign corporation,
a foreign partnership, a foreign estate, or a foreign trust. A foreign
shareholder who has provided the necessary certification to the Depositary will
not be subject to backup withholding. However, foreign shareholders generally
are subject to backup withholding under Internal Revenue Code sections 1441 or
1442 at a rate of 30% of the gross payments received by such foreign
shareholders which are not entitled to capital gains treatment. If a
shareholder's address is outside the United States, and if the Depositary has
not received a substitute W-9, the Depositary will assume that the shareholder
is a foreign shareholder. The general 30% withholding rate may be reduced under
a tax treaty, if appropriate certification is furnished to the Depositary.
FOREIGN SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING
THEAPPLICATION OF THE UNITED STATES FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE.
16. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed, or stolen, the shareholder should
promptly notify the Depositary by checking the box provided in the box titled
"Description of Shares Tendered" and indicating the number of Shares represented
by such lost, destroyed, or stolen certificates and by calling the Depositary at
(704) 829-8432. The shareholder will then be instructed by the Depositary as to
the steps that must be taken in order to replace the certificate(s). This Letter
of Transmittal and related documents cannot be prepared until the procedures for
replacing lost, destroyed, or stolen certificates have been followed.
THE DEPOSITARY FOR THE OFFER IS:
FIRST UNION NATIONAL BANK
________________________________________________________________________________
By Overnight Courier:
FIRST UNION NATIONAL BANK c/o
Alpine Fiduciary Services, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Attention: Reorg Department
Tel: (201) 896-5648
By Mail: By Facsimile Transmission: By Hand:
------- ------------------------- -------
First Union National Bank (Eligible Institutions Only) First Union National Bank
c/o Alpine Fiduciary Services, Inc. First Union National Bank 599 Lexington Avenue
P.O. Box 2065 Customer Service 22nd Floor
South Hackensack, NJ 07606-9974 (201) 460-2889 New York, NY 10022
Tel: (212) 839-7500
Confirm by Telephone
(201) 896-5648
________________________________________________________________________
The Information Agent for the Offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS, INC. OMITTED]
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free (800) 223-2064
IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with
certificates for the Shares being tendered and all other required documents), or
a Notice of Guaranteed Delivery must be received prior to 5:00 p.m., New York
City time, on the Expiration Date. SHAREHOLDERS ARE ENCOURAGED TO RETURN A
COMPLETED FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
EXHIBIT (a)(1)(iii)
DELTA APPAREL, INC.
________________________________________________________________________________
NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK
This form (or a facsimile hereof) may be used to accept the Offer (as defined
below) if:
(a) certificates for shares of common stock ("Shares") of Delta Apparel,
Inc., a Georgia corporation ("Company"), cannot be delivered to the Depositary
prior to the Expiration Date (as defined in Section 1 of the Company's Offer to
Purchase dated December 7, 2001 ("Offer to Purchase")),
(b) the procedure for book-entry transfer (set forth in Section 3 of the
Offer to Purchase) cannot be completed on a timely basis, or
(c) the Letter of Transmittal (or a facsimile thereof) and all other
required documents cannot be delivered to the Depositary prior to the Expiration
Date.
This form, properly completed and duly executed, may be delivered by hand,
mail, or facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.
By Overnight Courier:
FIRST UNION NATIONAL BANK
c/o Alpine Fiduciary Services,
Inc.
111 Commerce Road
Carlstadt, NJ 07072
Attention: Reorg Department
Tel: (201) 896-5648
By Mail: By Facsimile Transmission: By Hand:
------- ------------------------- -------
First Union National Bank (Eligible Institutions Only) First Union National Bank
c/o Alpine Fiduciary Services, Inc. First Union National Bank 599 Lexington Avenue
P.O. Box 2065 Customer Service 22nd Floor
South Hackensack, NJ 07606-9974 (201) 460-2889 New York, NY 10022
Tel: (212) 839-7500
Confirm by Telephone
(201) 896-5648
________________________________________________________________________
DELIVERY OF THIS INSTRUMENT AND ALL OTHER DOCUMENTS TO THE ADDRESS
OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company at the price per Share
indicated in this Notice of Guaranteed Delivery, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal (which together constitute the "Offer"), receipt of both of which is
hereby acknowledged, Shares pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase.
ODD LOTS
To be completed ONLY if the Shares are being tendered by or on behalf of a
person owning, beneficially or of record, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] was the beneficial or record owner of an aggregate of fewer than 100
Shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) thereof Shares with
respect to which it is the record holder and (b) believes, based upon
representations made to it by such beneficial owner(s), that each such
person was the beneficial owner of an aggregate of fewer than 100 Shares
and is tendering all of such Shares.
UNLESS A BOX UNDER "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" IN THIS NOTICE OF GUARANTEED DELIVERY IS CHECKED, THE UNDERSIGNED IS
TENDERING SHARES AT THE PURCHASE PRICE, AS THE SAME SHALL BE DETERMINED BY THE
COMPANY IN ACCORDANCE WITH THE TERMS OF THE OFFER.
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
CONDITIONAL TENDER
[ ] check here if tender of Shares is conditional on the Company purchasing
all or a minimum number of the tendered Shares and complete the
following:
Minimum number of Shares to be sold:_____________________________________
________________________________________________________________________________
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
________________________________________________________________________________
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A
SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE AT WHICH SHARES ARE
TENDERED. HOLDERS OF FEWER THAN 100 SHARES WHO ELECT TO TENDER THEIR SHARES AT
THE PURCHASE PRICE AS DETERMINED BY THE COMPANY SHOULD NOT CHECK ANY BOX BELOW.)
________________________________________________________________________________
[ ] $19.00 [ ] $19.75 [ ] $20.50 [ ] $21.25 [ ] $22.00
[ ] $19.25 [ ] $20.00 [ ] $20.75 [ ] $21.50
[ ] $19.50 [ ] $20.25 [ ] $21.00 [ ] $21.75
________________________________________________________________________________
(Please type or print) SIGN HERE
Certificate Nos. (if available):
________________________________
Signature(s)
_____________________________________ Dated:____________________
_____________________________________
Name(s)
If Shares will be tendered by book-
entry transfer, check this box: [ ]
_____________________________________
Address(es)
_____________________________________
_____________________________________
Area Code(s) and Telephone Number(s) Account Number: ______________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned is a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office, branch, or agency in the United States
and represents that: (a) the above-named person(s) "own(s)" the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) such tender of Shares complies with
such Rule 14e-4 and guarantees that the Depositary will receive (i) certificates
for the Shares tendered hereby in proper form for transfer or (ii) confirmation
that the Shares tendered hereby have been delivered pursuant to the procedure
for book-entry transfer (set forth in Section 3 of the Offer to Purchase) into
the Depositary's account at The Depository Trust Company together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal, all
within three American Stock Exchange trading days after the date the Depositary
receives this Notice of Guaranteed Delivery.
Authorized Signature:_________________________ Address:_________________________
Name:_________________________________________ _________________________
(Please Print) (Including Zip Code)
Title:________________________________________ Area Code and Telephone Number:
Name of Firm:_________________________________ _______________________________
Date:____________________, 2001
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST
BESENT WITH A LETTER OF TRANSMITTAL.
EXHIBIT (a)(1)(iv)
DELTA APPAREL, INC.
________________________________________________________________________________
Offer To Purchase For Cash Up To
350,000 Shares Of Its Common Stock
At A Purchase Price Not In Excess Of $22.00
Nor Less Than $19.00 Net Per Share
________________________________________________________________________________
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON THURSDAY, JANUARY 10, 2002, UNLESS THE OFFER IS
EXTENDED.
________________________________________________________________________________
To Brokers, Dealers, Commercial Banks,
Trust Companies, and Other Nominees:
Delta Apparel, Inc., a Georgia corporation ("Company"), is offering to
purchase up to 350,000 shares of the Company's Common Stock at a price not in
excess of $22.00 nor less than $19.00 net per Share, in multiples of $0.25,
specified by its shareholders, upon the terms and subject to the conditions set
forth in its Offer to Purchase dated December 7, 2001 ("Offer to Purchase"), and
in the related Letter of Transmittal (which together constitute the "Offer").
The Company will determine the single price per Share, not in excess of
$22.00 nor less than $19.00, net to the seller in cash ("Purchase Price"), that
it will pay for Shares properly tendered pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 350,000 Shares (or such lesser number of Shares as are properly
tendered). All Shares acquired in the Offer will be acquired at the Purchase
Price. All Shares properly tendered at prices at or below the Purchase Price and
not withdrawn will be purchased at the Purchase Price upon the terms and subject
to the conditions of the Offer, including the proration and conditional tender
provisions. Shares tendered at prices in excess of the Purchase Price, Shares
not purchased because of proration or conditional tender, and Shares withdrawn
pursuant to the Offer will be returned. The Company reserves the right, in its
sole discretion, to purchase more than 350,000 Shares pursuant to the Offer. See
Sections 1 and 15 of the Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase),
more than 350,000 Shares (or such greater number of Shares as the Company may
elect to purchase) are properly tendered and not withdrawn, the Company, upon
the terms and subject to the conditions of the Offer, will accept Shares for
purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from all other shareholders whose Shares are properly tendered at or
below the Purchase Price and not withdrawn. If any shareholder tenders Shares
and does not wish to have such Shares purchased subject to proration, such
shareholder may tender Shares subject to the condition that a specified minimum
number of Shares (which may be represented by designated stock certificates) or
none of such Shares be purchased. See Sections 1, 3, and 6 of the Offer to
Purchase.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7 OF THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated December 7, 2001;
2. Letter to Clients, which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer; and
3. Letter dated December 7, 2001, from Robert W. Humphreys, President and
Chief Executive Officer of the Company, to shareholders of the Company; and
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Form W-9); and
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to the
Depositary by the Expiration Date or if the procedure for book-entry transfer
cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY,
JANUARY 10, 2002, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers, or any person
for soliciting tenders of Shares pursuant to the Offer other than fees paid to
the Information Agent or the Depositary as described in the Offer to Purchase.
The Company will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
the beneficial owners of Shares held by you as a nominee or in a fiduciary
capacity. The Company will pay or cause to be paid any stock transfer taxes
applicable to its purchase of Shares, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section 3 of the Offer to Purchase, tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer if such tenders are made by or
through a broker or dealer that is a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office, branch, or agency
in the United States. Certificates for Shares so tendered (or a confirmation of
a book-entry transfer of such Shares into the Depositary's account at the
"Book-Entry Transfer Facility" described in the Offer to Purchase), together
with a properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal, must be received by the
Depositary within three American Stock Exchange trading days after timely
receipt by the Depositary of a properly completed and duly executed Notice of
Guaranteed Delivery.
Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent at its address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
DELTA APPAREL, INC.
Enclosures
________________________________________________________________________________
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
INFORMATION AGENT, OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
________________________________________________________________________________
EXHIBIT (a)(1)(v)
DELTA APPAREL, INC.
________________________________________________________________________________
Offer To Purchase For Cash Up To
350,000 Of Its Common Stock
At A Purchase Price Not In Excess Of $22.00
Nor Less Than $19.00 Net Per Share
________________________________________________________________________________
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, JANUARY 10, 2002, UNLESS THE OFFER IS EXTENDED.
________________________________________________________________________________
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated December
7, 2001 ("Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by Delta Apparel,
Inc., a Georgia corporation ("Company"), to purchase up to 350,000 shares of its
Common Stock at a price not in excess of $22.00 nor less than $19.00 net per
Share, in multiples of $0.25, specified by tendering shareholders, upon the
terms and subject to the conditions set forth in the Offer.
The Company will determine the single per Share price, not in excess of
$22.00 nor less than $19.00 net to the seller in cash ("Purchase Price") that it
will pay for Shares properly tendered pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 350,000 Shares (or such lesser number of Shares as are properly
tendered). All Shares acquired in the Offer will be acquired at the Purchase
Price. All Shares properly tendered at prices at or below the Purchase Price and
not withdrawn will be purchased at the Purchase Price upon the terms and subject
to the conditions of the Offer, including the proration and conditional tender
provisions. Shares tendered at prices in excess of the Purchase Price, Shares
not purchased because of proration or conditional tender, and Shares withdrawn
pursuant to the Offer, will be returned. The Company reserves the right, in its
sole discretion, to purchase more than 350,000 Shares pursuant to the Offer. See
Sections 1 and 15 of the Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase),
more than 350,000 Shares (or such greater number of Shares as the Company may
elect to purchase) are properly tendered and not withdrawn, the Company, upon
the terms and subject to the conditions of the Offer, will accept Shares for
purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from all other shareholders whose Shares are properly tendered at or
below the Purchase Price and not withdrawn. If any shareholder tenders Shares
and does not wish to have such Shares subject to proration, such shareholder may
tender Shares subject to the condition that a specified minimum number of Shares
(which may be represented by designated stock certificates) or none of such
Shares be purchased. See Sections 1, 3 and 6 of the Offer to Purchase.
We are the owner of record of Shares held for your account. As such, we are
the only ones who can tender and then only pursuant to your instructions. WE ARE
SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE
IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices not in excess of $22.00 nor less than
$19.00 net per Share, in multiples of $0.25, as indicated in the attached
Instruction Form, net to you in cash.
2. You may condition your tender of Shares on the Company purchasing all or
a minimum number of your Shares.
3. You may designate the priority in which your Shares shall be purchased
in the event of proration.
4. The Offer is not conditioned upon any minimum number of Shares being
tendered.
5. The Offer and withdrawal rights will expire at 5:00 P.M, New York City
time, on Thursday, January 10, 2002, unless the Company extends the Offer.
6. The Offer is for 350,000 Shares, constituting approximately 15.0% of the
Shares outstanding as of December 7, 2001.
7. Tendering shareholders will not be obligated to pay any brokerage
commissions to the Information Agent or the Depositary (as identified in the
Offer to Purchase), solicitation fees or, subject to Instruction 7 of the Letter
of Transmittal, any stock transfer taxes on the Company's purchase of Shares
pursuant to the Offer.
8. If you beneficially hold an aggregate of fewer than 100 Shares and you
instruct us to tender on your behalf all such Shares at or below the Purchase
Price before the Expiration Date (as defined in the Offer to Purchase) and check
the box captioned "Odd Lots" in the attached Instruction Form, the Company, upon
the terms and subject to the conditions of the Offer, will accept all such
Shares for purchase before proration, if any, of the purchase of other Shares
properly tendered at or below the Purchase Price.
9. If you wish to tender portions of your Shares at different prices, you
must complete a separate Instruction Form for each price at which you wish to
tender each such portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept. If you wish to have
us tender any or all of your Shares, please so instruct us by completing,
executing, detaching, and returning to us the attached Instruction Form. An
envelope to return your Instruction Form to us is enclosed. If you authorize us
to tender your Shares, we will tender all such Shares unless you specify
otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
THURSDAY, JANUARY 10, 2002, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more than 350,000
Shares have been properly tendered at prices at or below the Purchase Price and
not withdrawn prior to the Expiration Date (as defined in the Offer to
Purchase), the Company will purchase properly tendered Shares on the basis set
forth below:
(a) first, all Shares properly tendered and not withdrawn prior to the
Expiration Date by any Odd Lot Holder (as defined in the Offer to Purchase) who:
(1) tenders all Shares beneficially owned by such Odd Lot
Holder at a price at or below the Purchase Price (tenders of less than
all Shares owned by such shareholder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
(b) second, after purchase of all of the foregoing Shares, all Shares
conditionally tendered in accordance with Section 6 of the Offer to Purchase for
which the condition was satisfied and all other Shares tendered properly and
unconditionally at prices at or below the Purchase Price and not withdrawn prior
to the Expiration Date on a pro rata basis (with appropriate adjustments to
avoid purchases of fractional Shares) as described in the Section 1 of the Offer
to Purchase; and
(c) third, if necessary, Shares conditionally tendered for which the
condition was not satisfied which are tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date, selected by random lot in
accordance with Section 6 of the Offer to Purchase.
You may condition your tender on the Company purchasing a minimum number of
your tendered Shares. In such case, if as a result of the preliminary proration
provisions in the Offer to Purchase the Company would purchase less than such
minimum number of your Shares, then the Company will not purchase any of your
Shares, except as provided in the next sentence. If as a result of conditionally
tendered Shares not being purchased the total number of Shares that would be
purchased is less than 350,000, the Company will select, by random lot, for
purchase from shareholders who tender all their Shares, conditionally tendered
Shares for which the condition, based on a preliminary proration, has not been
satisfied. See Section 1 of the Offer to Purchase.
The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company will
make a good faith effort to comply with such statute. If, after such good faith
effort, the Company cannot comply with such statute, the Offer will not be made
to, nor will tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions whose securities, blue sky, or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF DELTA APPAREL, INC.
Please tender to Delta Apparel, Inc. ("Company"), on (our) (my) behalf,
the number of Shares indicated below, which are beneficially owned by (us) (me)
and registered in your name, upon terms and subject to the conditions contained
in the Offer to Purchase of the Company dated December 7, 2001, and the related
Letter of Transmittal, the receipt of both of which is acknowledged.
________________________________________________________________________________
Number of Shares to be tendered: ____________ Shares
________________________________________________________________________________
________________________________________________________________________________
ODD LOTS
[ ] By checking this box the undersigned represents that the undersigned owns,
beneficially or of record, an aggregate of fewer than 100 Shares and is
tendering all of such Shares.
UNLESS A BOX UNDER "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" IN THIS INSTRUCTION FORM IS CHECKED, THE UNDERSIGNED IS TENDERING
SHARES AT THE PURCHASE PRICE, AS THE SAME SHALL BE DETERMINED BY THE COMPANY IN
ACCORDANCE WITH THE TERMS OF THE OFFER.
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
________________________________________________________________________________
________________________________________________________________________________
CONDITIONAL TENDER
[ ] check here if tender of Shares is conditional on the Company purchasing all
or minimum number of the tendered Shares and complete the following:
Minimum number of Shares to be sold: ____________________
________________________________________________________________________________
________________________________________________________________________________
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
________________________________________________________________________________
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER
TENDER OF SHARES
(SHAREHOLDERS WHO DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A
SEPARATE INSTRUCTION FORM FOR EACH PRICE AT WHICH SHARES ARE TENDERED. HOLDERS
OF FEWER THAN 100 SHARES WHO ELECT TO TENDER THEIR SHARES AT THE PURCHASE PRICE
AS DETERMINED BY THE COMPANY SHOULD NOT CHECK ANY BOX BELOW.)
________________________________________________________________________________
[ ] $19.00 [ ] $19.75 [ ] $20.50 [ ] $21.25 [ ] $22.00
[ ] $19.25 [ ] $20.00 [ ] $20.75 [ ] $21.50
[ ] $19.50 [ ] $20.25 [ ] $21.00 [ ] $21.75
________________________________________________________________________________
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
HOWEVER, NONE OF THE COMPANY, THE COMPANY'S BOARD OF DIRECTORS, OR THE
INFORMATION AGENT MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE
OR PRICES SHARES SHOULD BE TENDERED.
Signature(s):_____________________________ Address:____________________________
__________________________________________ ____________________________________
(Including Zip Code)
Name(s): _________________________________
__________________________________________ Area Code and Telephone Number:_____
(Please Print)
__________________________________________ Date:________________________, 2001.
(Taxpayer Identification or
Social Security Number)
IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR
INSTRUCTION FORM.
EXHIBIT (a)(2)
DELTA APPAREL, INC.
________________________________________________________________________________
[DELTA APPAREL, INC. LOGO OMITTED]
December 7, 2001
To Our Shareholders:
Delta Apparel, Inc. is offering to purchase from existing shareholders
350,000 shares (or such lesser number as are properly tendered) of its Common
Stock. The 350,000 Shares represent approximately 15.0% of the Shares currently
outstanding.
The offer to purchase Shares is for cash at a price specified by tendering
shareholders that is not in excess of $22.00 nor less than $19.00 net per Share,
in multiples of $0.25. Delta Apparel will consider the responses to the offer
and select the lowest purchase price that will allow it to buy 350,000 Shares.
Delta Apparel will pay the same price per share for all Shares purchased
pursuant to this offer. If the number of Shares properly tendered is equal to or
less than the number of Shares Delta Apparel seeks to purchase through the
offer, the purchase price per Share will be the highest price specified by any
tendering shareholder, up to $22.00. If the number of Shares tendered is greater
than the number sought, Delta Apparel will select the lowest purchase price
specified by tendering shareholders that will allow it to buy the number of
Shares it seeks.
If tendering shareholders properly tender more than the number of Shares
Delta Apparel seeks to purchase through this offer, Delta Apparel will accept
Shares for purchase first from holders of fewer than 100 Shares who properly
tender all their Shares and then on a pro rata basis from all other shareholders
whose Shares are properly tendered.
The offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. We encourage you to read these materials carefully before
making any decision with respect to the offer. If you wish to tender your
Shares, the instructions on how to tender Shares also are included in the
accompanying materials.
The Board of Directors believes that the purchase of Shares pursuant to the
Offer is an attractive investment at this time for the Company without affecting
adversely any possible capital requirements. Neither Delta Apparel nor its Board
of Directors makes any recommendation to any shareholder whether or not to
tender any or all Shares.
Sincerely,
/s/ Robert W. Humphreys
President and Chief Executive Officer
EXHIBIT (a)(5)
Delta Apparel Announces Dutch Auction
DULUTH, Ga.-(BUSINESS WIRE)-November 20, 2001-Delta Apparel, Inc. (AMEX-DLA)
Announces on November 19, 2001, Delta Apparel's Board of Directors authorized
the purchase by Delta Apparel of as many as 350,000 of its shares of common
stock in a tender offer expected to commence by the mailing of materials to
shareholders on December 7, 2001, and end on January 10, 2002.
The offer to purchase shares will be at a price not in excess of $22.00, nor
less than $19.00, net per share. Delta Apparel will consider the responses to
the offer and select the lowest purchase price that will allow it to buy 350,000
shares. Delta Apparel will pay the same price per share for all shares purchased
in the offering. The offer will also include a mechanism for odd lot holders to
tender all their shares.
If the number of shares properly tendered is equal to or less than the number of
shares Delta Apparel seeks to purchase through the offer, the purchase price
will be the highest price of those prices specified by tendering shareholders.
If the number of shares tendered is greater than the number sought, the Company
will select the lowest purchase price that will allow it to buy the number of
shares it seeks.
Georgeson Shareholder Communications has been appointed information agent for
the offering. Delta Apparel believes that the repurchase of its shares currently
represents an excellent use of available funds. Delta Apparel has sufficient
liquid assets to consummate the offer without adversely affecting plans for
growth of its business.
This press release is for informational purposes only and is not intended to
serve as a solicitation to buy securities. Any solicitation to buy securities
will be made only pursuant to an Offer to Purchase and Letter of Transmittal,
which Delta Apparel expects to mail to shareholders and file with the Securities
and Exchange Commission ("Commission") on December 7, 2001. Before tendering
shares, shareholders should read these documents carefully as they will contain
important information. Investors can also obtain copies of these and other
documents filed with the Commission in connection with the tender offer for free
at the Commission's Web site at http://www.sec.gov and from Delta Apparel.
Delta Apparel, Inc. is a vertically integrated manufacturer and marketer of high
quality knit apparel. The Company specializes in selling undecorated T-shirts,
golf shirts and tank tops to distributors, screen printers and private label
accounts. Delta Apparel has operations in five states, two company-operated
sewing facilities in Honduras and one company-operated sewing facility in
Mexico. The Company employs about 2,600 worldwide.
CONTACT: Delta Apparel, Inc.
Herb Mueller, 678/775-6948