UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ]Form 11-K [X] Form 10-Q
[ ]Form N-SAR
For Period Ended: March 28, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Delta Mills, Inc.
Full Name of Registrant
Former Name if Applicable
233 North Main Street, Suite 200
Address of Principal Executive Office (Street and Number)
Greenville, South Carolina 29601
City, State and Zip Code
PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in
of this form could not be eliminated without
unreasonable effort or expense ;
(b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form 20-, 11-K or
[ X ] SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
A number of significant transactions during the quarter ended
March 28, 1998 combined to make it impossible for the Company to
file its 10-Q on a timely basis.
1. The Company decided to take restructuring charges and close
a major business.
2. The company decided to report the closure of
the business as discontinued operations, requiring the
restatement of prior period financials.
3. The Company had to review requirements for a waiver of loan
covenants under an existing credit facility.
4. The recent issuance of senior notes created the need to
file 10Qs.
5. The Company adopted FASB 131 requiring new disclosures for
segment reporting, as well as, restatement of segment data for
prior periods.
These transactions, taken together, have required an extraordinary
amount of accounting effort on the part of the Company compared
to the normal accounting burden involved in filing a 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to notification.
Robert W. Humphreys 864 232-8301
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be
included in the subject report or portion
thereof? [ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be made.
As described previously in Part III, the company is reporting
discontinued operations in this period, requiring reclassification
of certain items previously reported. Following
is a summary of the results of operations of discontinued segments.
Reported revenues and expenses will be adjusted for these items.
The Company's fiscal year ends on the last business day in June.
Three Months Ended Nine Months Ended
March 28, March 29, March 28, March 29,
1998 1997 1998 1997
(In thousands)
Net Sales $ 21,192 $ 26,220 $ 74,250 $ 75,447
Cost and expenses 23,649 28,391 82,233 81,509
(Loss) before income taxes (2,457) (2,171) (7,983) (6,062)
Income tax expense (benefit) (989) (909) (3,153) (2,589)
(Loss) from discontinued
operations (1,468) $ (1,262) (4,830) $ (3,473)
Estimated (loss) on disposal
of discontinued operations $ (20,079) $ (21,079)
Delta Mills, Inc.
(Name ofRegistrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date May 13, 1998 By /s/Robert W. Humphreys
Robert W. Humphreys
