UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 1999
DELTA MILLS, INC.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 333-376-17 13-2677657
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or organization) File Number) Identification No.)
233 North Main Street
Hammond Square, Suite 200
Greenville, South Carolina 29601
(Address of principal executive offices) (Zip Code)
864\232-8301
Registrant's telephone number, including area code
Not Applicable
Former name, former address and former fiscal year, if
changed since last report.
Item 5. Other Events.
On February 8, 1999, Delta Woodside Industries, Inc. ("Delta
Woodside") which indirectly owns all the outstanding shares of
Delta Mills, Inc. (the "Registrant"), issued a press release
announcing that Delta Woodside's Board of Directors had
approved a plan to effect a major restructuring of Delta
Woodside, which would involve the spin-off to Delta Woodside's
shareholders of each of Delta Woodside's two apparel divisions,
leaving the Registrant, and its operating division, Delta Mills
Marketing Company, in Delta Woodside. Simultaneously with the
spin-off, Delta Woodside would be sold to a third party buyer
not yet identified. Under this plan, shareholders of Delta
Woodside would receive, for their shares of Delta Woodside,
shares of each of the new spun-off apparel companies and cash
for their post spin-off Delta Woodside shares.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference thereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press release dated February 8, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
DELTA MILLS, INC.
(Registrant)
Date February 9, 1999 /s/ Robert W. Humphreys
Robert W. Humphreys
Vice President-Finance
Exhibit Index
The following exhibit is filed herewith:
Exhibit No. Description
99.1 Press release dated February 8, 1999
Exhibit 99.1
February 8, 1999 Robert W. Humphreys
Greenville, South Carolina (864) 232-8301
For Immediate Release
DELTA WOODSIDE ANNOUNCES RESTRUCTURING
Delta Woodside Industries, Inc. (NYSE-DLW) announced today
that its Board of Directors has approved a plan to effect a major
restructuring of the Company, which would involve the spin-off to
its shareholders of each of its two apparel divisions, leaving
the Delta Mills, Inc. subsidiary, and its operating division,
Delta Mills Marketing Company, in Delta Woodside. Simultaneously
with the spin-off, Delta Woodside would be sold to a third party
buyer not yet identified. Under this plan, shareholders of Delta
Woodside would receive, for their shares of Delta Woodside,
shares of each of the new spun-off apparel companies and cash for
their post spin-off Delta Woodside shares. The Company expects
that the receipt of such stock and cash will be taxable to the
Delta Woodside shareholders as capital gain for income tax
purposes.
The plan will be subject to the approval of the Delta
Woodside shareholders. If the plan is approved by the requisite
shareholder vote, the Rainsford plant in Edgefield, South
Carolina, will be sold by the Company's Delta Mills, Inc.
subsidiary to the Company's Delta Apparel division, the Company's
Duck Head Apparel division and the Company's Delta Apparel
division will be separated into two corporations, and the stock
of each of the Duck Head Apparel corporation and the Delta
Apparel corporation will be distributed to all of the Delta
Woodside shareholders.
The Company will promptly begin the process of soliciting
offers for the purchase of the post spin-off Delta Woodside
shares. The Company expects to retain an investment banking firm
to assist in the implementation of this restructuring plan.
The Company believes this restructuring will allow its
shareholders to realize the substantial value of the Delta Mills
Marketing division, which is a highly profitable operation,
focused mostly on the growing khaki industry. The Company's
apparel divisions have had less than satisfactory results for a
number of years. The Company believes that each of the apparel
divisions, as a separate public company, should have the
necessary focus to generate improved results.
As previously announced, the Duck Head Apparel division has
been offered for sale in recent months, but no agreement to sell
has been reached with any buyer.
Delta Woodside Industries, Inc., headquartered in
Greenville, South Carolina, manufactures and sells a wide variety
of textile and apparel products. The Company, which employs
about 5,600 people, operates 16 plants and 26 garment outlet
stores. These facilities are located in 12 states, Costa Rica
and Honduras.
