AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 2001
--------------------------------------------------------------------------------
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.
AMENDMENT NO. 2
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
----------------------------------------------- $1,540.00
$7,700,000.00
------------------------------------------------ -------------------------------
*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: $1,540.00
Form or Registration No.: Schedule TO
Filing Party: Issuer
Date Filed: December 7, 2001
__ 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. __
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed on December 7, 2001, as amended by Amendment No. 1 to the
Schedule TO, filed on December 18, 2001, by Delta Apparel, Inc., a Georgia
corporation (the "Company"), relating to an offer by the Company to purchase up
to 350,000 shares of its Common Stock, $0.01 par value per share (the "Shares"),
as provided in the Company's Offer to Purchase dated December 7, 2001, as
amended on December 18, 2001 (the "Offer to Purchase"), 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 the
Offer to Purchase and the Letter of Transmittal are Exhibits (a)(1) and (a)(2),
respectively, to the Schedule TO.
The information in the Offer is hereby incorporated by reference in response to
all items in this Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer, are hereby amended and supplemented as set
forth below.
The Letter of Transmittal sent to all shareholders in connection with the Offer
provides that "Odd Lot Holders who elect to tender their shares at the purchase
price as determined by the Company should not check any box." The Company hereby
adds the following disclosure, which shall follow immediately after the
instructions above: "Please be advised that not checking any box may have the
effect of decreasing the price at which any securities may be purchased by the
Company."
Similarly, the following disclosure is added to the "Odd Lots" portion of the
Summary Term Sheet contained in the Offer to Purchase sent to all shareholders
in connection with the Offer: "Odd Lot Holders tendering Shares without
specifying a minimum price at which they are willing to have their Shares
purchased may have the effect of decreasing the price at which any securities
may be purchased by the Company.
The Offer contains several references to the fact that the satisfaction or
waiver of certain conditions shall be in either the "sole discretion" or "sole
judgment" of the Company. These references appear in the Preface and in Sections
1, 3, 4, 7 and 15 of the Offer to Purchase. Each of these references to "sole
discretion" or "sole judgment" is replaced with "reasonable discretion" or
"reasonable judgment," respectively.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
(a)(5)(iii) Text of Press Release issued by Company dated December 31, 2001.
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.
By: /s/ Herbert M. Mueller
-------------------------------------
Herbert M. Mueller
Vice President & Chief Financial Officer
Dated: December 31, 2001.
EXHIBIT INDEX
(a)(5)(iii) Text of Press Release issued by Company dated December 31, 2001.
EXHIBIT (a)(5)(iii)
DELTA APPAREL, INC.
2750 Premiere Parkway, Suite 100
Duluth, GA 30097
(678) 775-6900
December 31, 2001
NEWS RELEASE
DELTA APPAREL ANNOUNCES NEW DISCLOSURE AND STANDARD OF DISCRETION FOR DUTCH
AUCTION TENDER OFFER
DULUTH, Ga.-- (BUSINESS WIRE) -- December 31, 2001 -- On December 7,
2001, Delta Apparel, Inc. (AMEX-DLA), a Georgia corporation, filed a Schedule TO
with the Securities and Exchange Commission announcing its intention to purchase
up to 350,000 shares of its Common Stock, $0.01 par value per share (the
"Shares"), as provided in the Offer to Purchase of that same date, at a purchase
price not greater than $22 nor less than $19 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." On
December 18, Delta Apparel, Inc. amended the Offer to change the post-expiration
withdrawal date by filing Amendment No. 1 to the Schedule TO and issuing a
formal News Release to the same effect and of the same date. Today, Delta
Apparel announces additional changes to the Offer, which are described below.
The Letter of Transmittal sent to all shareholders in connection with
the Offer provides that "Odd Lot Holders who elect to tender their shares at the
purchase price as determined by the Company should not check any box." The
Company hereby adds the following disclosure, which shall follow immediately
after the instructions above: "Please be advised that not checking any box may
have the effect of decreasing the price at which any securities may be purchased
by the Company."
Similarly, the following disclosure is added to the "Odd Lots" portion
of the Summary Term Sheet contained in the Offer to Purchase sent to all
shareholders in connection with the Offer: "Odd Lot Holders tendering Shares
without specifying a minimum price at which they are willing to have their
Shares purchased may have the effect of decreasing the price at which any
securities may be purchased by the Company.
The Offer contains several references to the fact that the satisfaction
or waiver of certain conditions shall be in either the "sole discretion" or
"sole judgment" of the Company. These references appear in the Preface and in
Sections 1, 3, 4, 7 and 15 of the Offer to Purchase. Each of these references to
"sole discretion" or "sole judgment" is replaced with "reasonable discretion" or
"reasonable judgment," respectively.
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 the Offer to Purchase and Letter of
Transmittal that Delta Apparel, Inc. filed with the Securities and Exchange
Commission (the "Commission") on December 7, 2001, and amended by amendments
filed with the Commission on December 18, 2001 and December 31, 2001. Before
tendering shares, shareholders should read these documents carefully, as they
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 www.sec.gov and/or directly from Delta
Apparel, Inc.
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