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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Delta Woodside Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
247909 10 4
(CUSIP Number)
E. Erwin Maddrey, II**
233 North Main Street, Suite 200, Hammond Sq.
Greenville, SC 29601
((Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 23, 1991***
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box { }.
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Check the following box if a fee is being paid with the statement
{ }. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
** This filing is made by Mr. Maddrey to report his beneficial
ownership and that of his wife, Nancy B. Maddrey. The direct
holdings of Mr. Maddrey's wife constitute less than 5% of the
outstanding shares of Delta Woodside Industries, Inc., (the
"Company"). Accordingly, no statement is filed on behalf of Mrs.
Maddrey.
***This date does not represent a transaction by the filing
person, but is the date on which the percentage of outstanding
shares of the Company's common stock $.01 par value (the "Common
Stock"), beneficially owned by the filing person was decreased as
a result of the sale in a public offering of an aggregarte of
5,175,000 shares of Common Stock by the Company. By filing this
amended Schedule 13D, the filing person does not concede that
such person was obligated to do so by reason of such sale of
Common Stock by the Company.
SEC 1746 (1291)
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(PAGE)
SCHEDULE 13D
CUSIP No. 247909 10 4 Page 2 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin Erwin Maddrey, II
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) { }
(b) { }
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) { }
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,214,060 (see note in response to Item 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 518 (see note in response to Item 5)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,214,060 (see note in response to Item 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH 518 (see note in response to Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,214,578 (see note in response to Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* { }
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
2 of 26
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Item 1. Security and Issuer
a. Title of class of equity securities:
Common Stock
b. Name and address of principal executive offices of
issuer:
233 North Main Street
Suite 200, Hammond Square
Greenville, SC 29601
Item 2. Identity and Background
a. Name of filing person:
E. Erwin Maddrey, II
b. Business address:
233 North Main Street
Suite 200, Hammond Square
Greenville, SC 29601
c. Principal occupation and address:
President and Chief Executive Officer
Delta Woodside Industries, Inc.
233 North Main Street
Suite 200, Hammond Square
Greenville, SC 29601
d. During the last five years, Mr. Maddrey has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
e. During the last five years, Mr. Maddrey has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
f. Citizenship:
United States of America
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Item 3. Source and Amount ofFunds or Other Consideration
Pursuant to an Agreement and Plan of Merger dated as of
October 6, 1989, by and between Delta Woodside Industries, Inc.,
a Delaware corporation ("Old Delta Woodside"), and RSI
Corporation, a South Carolina corporation (incorporated by
reference to Annex II to the Proxy Statement-Prospectus of Delta
Woodside Industries, Inc., Porter Brothers, Inc., and RSI
Corporation filed with the Securities and Exchange Commission
with respect to the Registration Statement of RSI Corporation and
Porter Brothers, Inc., on Form S-4, File No. 33-30247), Old Delta
Woodside Industries, Inc. was merged into RSI Corporation and the
name of RSI Corporation was changed to Delta Woodside Industries,
Inc. In connection with the merger, Mr. Maddrey was issued
shares in the surviving corporation according to an exchange
ratio of 1.0095816 shares of the surviving corporation for each
share of common stock of Old Delta Woodside owned by Mr. Maddrey
as of the effective time of the merger.
In addition, Mr. Maddrey has acquired shares of Common Stock
pursuant to an Employee Stock Purchase Plan with payroll
deductions, Mrs. Maddrey, as custodian for one of Mr. Maddrey's
children, acquired shares pursuant to dividend reinvestment plan,
and shares have been allocated to Mr. Maddrey's account under
the Company's Employee Retirement Plan.
Item 4. Purpose of Transaction
At this time, the reporting person has no other plan or
proposal which relates to or would result in:
a. The acquisition by any person of additional securities
of the issuer (other than by reason of the participation of the
reporting person in the Employee Stock Purchase Plan of Delta
Woodside Industries, Inc., which participation the reporting
person may modify or terminate at his discretion), or the
disposition of securities of the issuer;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or
any of its subsidiaries;
c. A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries;
d. Any change in the present board of directors or
management of the issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
e. Any material change in the present capitalization or
dividend policy of the issuer;
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f. Any other material change in the issuer's business or
corporate structure;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
h. Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
i. A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The following information replaces in full the material
previously set forth under Items 5a, 5b, 5c and 5d:
a. Aggregate number and percentage of class of securities
beneficially owned by reporting person:
Number of Shares Percentage
*3,214,578 12.9%
*Mr. Maddrey owns 3,030,355 shares of Common Stock directly.
In addition, the number of shares shown above includes an
aggregate of 182,970 shares of Common Stock owned by the E. Erwin
and Nancy B. Maddrey, II Foundation, a charitable trust, as to
which shares Mr. Maddrey holds voting and investment power but
disclaims beneficial ownership. Also includes 518 shares
(rounded from 517.1879 shares) held by Mr. Maddrey's wife as
custodian for one of Mr. Maddrey's children, as to which shares
Mr. Maddrey disclaims beneficial ownership. Includes 735 shares
(rounded from 735.1610 shares) of Common Stock allocated to the
account of E. Erwin Maddrey, II, under the Delta Woodside
Industries, Inc., Employee Retirement Plan per such plan's latest
annual report. Mr. Maddrey is not vested in any part of his
account and disclaims beneficial ownership of all shares
allocated to his account. Securities may have accrued to his
account since the plan's last report.
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
3,214,060 (see note above)
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(ii) Shared power to vote or direct the vote:
518 (see note above)
(iii) Sole power to dispose or to direct the
disposition:
3,214,060 (see note above)
(iv) Shared power to dispose or to direct the
disposition:
518 (see note above)
(v) Parties with whom stock powers are shared:
Nancy B. Maddrey
Mr. Maddrey may be deemed to share voting and
dispositive power with respect to 518 shares of
Common Stock held by his spouse, Nancy B.
Maddrey. Mr. Maddrey disclaims beneficial
ownership with respect to these shares.
Information with respect to Mrs. Maddrey is set
forth below:
a. Name: Nancy B. Maddrey
b. Resident Address:
201 Crescent Avenue
Greenville, SC 29605
c. Occupation: Homemaker
Resident Address:
201 Crescent Avenue
Greenville, SC 29605
During the last five years, Mrs. Maddrey has not
been convicted in a criminal proceeding
(excluding traffic violations or similar misde-
meanors) and has not been a party to a civil
proceeding of a judicial or administrative body
of competent jurisdiction resulting in a final
judgment, final decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state
securities laws or finding any violation with
respect to such laws. Mrs. Maddrey is a United
States citizen.
c. Description of transactions in the class of securities
effected since the last filing:
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07-01-91 501 shares of Common Stock previously indirectly owned
by Mr. Maddrey's wife as custodian were transferred to
the account of a son who in August 1991 ceased living
in Mr. Maddrey's household.
07-03-91 186.984 shares of Common Stock at $11.385 per share
were purchased directly by Mr. Maddrey pursuant to an
Employee Stock Purchase Plan with payroll deduction(s).
07-24-91 .617 shares of Common Stock at $16.5334 per share were
sold pursuant to an Employee Stock Purchase Plan.
12-23-91 59,056 shares of Common Stock were given to the
E. Erwin and Nancy B. Maddrey, II Foundation, a chari-
table trust, as to which shares Mr. Maddrey disclaims
beneficial ownership.
01-03-92 160.4512 shares of Common Stock were allocated to
Mr. Maddrey's account under the Delta Woodside
Industries, Inc., Employee Retirement Plan.
Mr. Maddrey is not vested in any portion of this
account and disclaims beneficial ownership of all
shares allocated to his account.
12-22-92 23,250 shares of Common Stock were given by Mr. Maddrey
to the E. Erwin and Nancy B. Maddrey, II Foundation, a
charitable trust, as to which shares Mr. Maddrey
disclaims beneficial ownership.
02-23-93 275.5036 shares of Common Stock were allocated to Mr.
Maddrey's account under the Delta Woodside Industries,
Inc., Employee Retirement Plan. Mr. Maddrey is not
vested in any portion of this account and disclaims
beneficial ownership of all shares allocated to his
account.
Various An aggregate of 16.1879 shares of Common Stock were
Dates acquired by Mrs. Maddrey, as custodian for one of Mr.
From Maddrey's children, pursuant to dividend reinvestment
03-05-93 plan. (3-5-93: 3.5829 shares at $13.425 per share;
to 6-4-93: 3.8225 shares at $12.675 per share; 9-7-93:
12-06-93 4.226 shares at $11.55 per share; 12-06-93: 4.5565
shares at $10.80 per share)
12-20-93 263.8272 shares of Common Stock were allocated to Mr.
Maddrey's account under the Delta Woodside Industries,
Inc., Employee Retirement Plan. Mr. Maddrey is not
vested in any portion of this account and disclaims
beneficial ownership of all shares allocated to his
account.
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12-29-93 39,720 shares of Common Stock were given by Mr.
Maddrey to the E. Erwin and Nancy B. Maddrey, II
Foundation, a charitable trust, as to which shares Mr.
Maddrey disclaims beneficial ownership.
d. Statement regarding right of any other person to receive or
the power of any other person to direct the receipt of dividends
from, or the proceeds from the sale of, such securities:
On January 6, 1994, Mr. Maddrey pledged 724,987 shares of
Common Stock to the South Carolina National Bank as security for
a line of credit in the amount of $5,000,000. Under certain
circumstances, the number of shares pledged by Mr. Maddrey to the
South Carolina National Bank may be increased. The consent of
the South Carolina National Bank must be obtained in order for
Mr. Maddrey to dispose of these shares or to pledge such shares
to any other entity. Pursuant to Rule 13d-3(d)(3), the bank is
not to be treated as beneficially owning any of the shares of
Common Stock beneficially owned by Mr. Maddrey.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The following information replaces the material previously
set forth under Item 6:
Other than the relationships described in response to Item 5
above (which description is incorporated herein by reference) and
the Stock Transfer Restrictions and Right of First Refusal, dated
February 7, 1991, between the Company and the reporting person,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) by any person or entity
described in response to Item 2 with any person with respect to
any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following information is in addition to the exhibits
listed in the filing person's previous filings:
1. Letter of Commitment in regard a revolving credit facility
from the South Carolina National Bank.
2. Note and Security Agreement, including Schedule l, from the
South Carolina National Bank.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
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this statement is true, complete and correct.
Date Signature
/s/E. Erwin Maddrey II
January 19, 1994 E. Erwin Maddrey, II
Name/Title
President and Chief Executive Officer
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December 3, 1993
E. Erwin Maddrey, II
201 Crescent Avenue
Greenville, SC 29605
Dear Mr. Maddrey:
On behalf of South Carolina National Bank, I am pleased to commit
to you for a $5,000,000 revolving credit for purposes of personal
investments. Terms and conditions of this credit facility
commitment are as follows:
BORROWER: E. Erwin Maddrey, II
LENDER: The South Carolina National Bank
AMOUNT: $5,000,000 maximum principal outstanding at any one
time.
MATURITY: This credit facility will mature on December 31,
1995.
INTEREST RATE: The interest rate will be the lesser of SCN Prime
minus 1/2% or the one month LIBOR Funds Rate plus 200 basis
points.
The mechanics of the interest rate selection will be as follows:
On the first business day of each month, the Lender will
take the lower of the two rates indicated above and apply
that index to the loan for the full month. If the Prime
Rate is selected, the interest rate will fluctuate during
the month with changes in the SCN Prime Rate. If the LIBOR
index is chosen, the rate will remain fixed for the month.
The SCN Prime Rate is hereby defined as the rate announced from
time to time by the South Carolina National Bank as its prime
rate of interest, and is subject to change with changes in that
announced rate.
PAYMENTS: Interest will be payable quarterly in arrears.
Principal may be repaid at any time. All remaining principal and
accrued interest will be due and payable at the maturity date.
ADVANCES: Principal may be advanced, repaid, and readvanced
during the life of the credit facility. Each advance shall be
made by the Lender to the Borrower no later than two business
days after the business day on which the Lender receives (a)
written notice from the Borrower setting forth the amount of such
advance, the business day on which the Borrower desires such
advance and the purpose of such advance, and (b) the pledge of
any additional collateral required to maintain the collateral
margin. In no event may the Borrower receive an advance during
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the pendency of an Event of Default.
COLLATERAL: The credit facility will be secured by 724,987
shares of Delta Woodside Industries, Inc. common stock. At all
times, a minimum of 70% loan to market value ratio will be
maintained between the market value of the collateral and the
amount outstanding under the credit facility.
Market value means the value of the collateral as determined on
any day by taking the closing price in the New York Stock
Exchange of shares of stock of Delta Woodside Industries, Inc.
constituting the collateral unless no sale is reported for such
day in which event the mean between the closing bid and ask price
if any on which day shall be used. If there are no such bid in
asked prices, then the value as reasonably determined by its
Lender shall be used.
The Borrower shall provide to the Lender a legal opinion suitable
to the Lender regarding any and all restrictions that would
affect the sale of stock pledged as collateral for this credit
facility. The Lender shall have the right to modify or cancel
this commitment, at the Lender's sole discretion, prior to
closing this facility, based on matters of stock restrictions.
PURPOSE: The Borrower's use of the funds will be for personal
investments. This credit facility will replace the Borrower's
existing $5,000,000 credit facility with NationsBank. The
NationsBank facility will be canceled simultaneously with the
closing of this loan.
MARGIN STOCK: None of the proceeds of the credit facility will
be used directly, or indirectly, by the Borrower for the purpose
of purchasing or carrying, or the for the purpose of reducing or
retiring any indebtedness originally incurred to purchase or
carry, any margin stock, or for any other purpose which will
constitute the transactions contemplated hereby a "purpose
credit" within the meaning Regulation G or Regulation U, or cause
this agreement to violate any other regulation of the Board of
Directors of the Federal Reserve System or the Securities
Exchange Act of 1934 or the Small Business Investment Act of
1958, as amended, or any rules, regulations congregated under any
such statute.
DOCUMENTATION: The Borrower shall have delivered to the Lender
the following, all of which must be satisfactory to the Lender:
note, security agreement, stock certificates, stock powers,
Regulation U Statement, and all other documents, instruments,
opinions, and agreements as the Lender and its counsel may
require in their discretion.
All legal matters relating to this credit facility shall be
satisfactory to counsel for the Lender, and the Borrower shall
have reimbursed the Lender for the fees and expenses of Lender's
counsel in connection with the preparation of the documentation
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and all matters incident thereunto.
COVENANTS: Until payment in full of all of the liabilities, the
Borrower covenants the following:
Other Information: The Borrower will furnish to the Lender a
personal financial statement including a statement of personal
cash flows and contingent liabilities within thirty (30) days
after the end of each calendar year and will furnish promptly
from time to time, such other information concerning the
operations, business, affairs, and financial condition of the
Borrower as the Lender may reasonably request.
Financial Condition: Adverse Change: The Borrower will maintain
a financial condition satisfactory to the Lender. The Borrower
shall promptly notify the Lender of any condition or event that
constitutes, or with the lapse of time, the giving of notice, or
both, would constitute an event of Default, and promptly inform
the Lender of any material adverse change in the condition
(financial, business or otherwise) of the Borrower.
Collateral Ratio: The Borrower will pledge from time to time to
the Lender, as collateral for the credit facility, assets
consisting of common stock of Delta Woodside Industries, Inc.
such that the Lender shall at all times have as collateral for
the credit facility stock of Delta Woodside Industries, Inc.
having a current market value sufficient to meet the collateral
ratio. If at any time the collateral ratio is not complied with,
the Borrower will, within five (5) days after receipt by the
Borrower of written notice from the Lender, either reduce the
then outstanding principal amount of the credit facility or
pledge additional unrestricted shares of stock of Delta Woodside
Industries, Inc. so that the collateral ratio is then satisfied.
In connection with each pledge of any additional stock to satisfy
this requirement, the Borrower shall execute and deliver to the
Lender such additional documents relating to such pledge as the
Lender shall reasonably request.
DEFAULT: The occurrence of any one or more of the following
events (the "Events of Default") shall constitute an event of
default hereunder:
Failure to Pay Interest: If the Borrower shall fail to pay
any interest when and as due and payable; or
Failure to Pay Principal: If the Borrower shall fail to pay
the principal when and as due and payable; or
Terms, Conditions, and Covenants of This Agreement: If the
Borrower shall fail to duly perform, comply with, or observe
any of the other terms, conditions, or covenants contained
in this commitment letter; or
Representations and Warranties: If any representation and
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warranty or any statement or representation made in any
report, opinion, schedule, officer's certificate, or other
certificate or any other information given by the Borrower
or furnished in connection with the credit facility shall
prove to be false or incorrect in any material respect on
the date as of which made; or
Default under Loan Documents: If an event of default (as
described or defined therein) shall occur or exist under the
provisions of any of the other loan documents; or
Bankruptcy, Insolvency, etc.: If the Borrower becomes
insolvent or generally does not pay his debts as they become
due, or is in default on any other personal obligations,
direct or indirect, or if a petition for relief in a
bankruptcy court is filed by the Borrower, or if the
Borrower applies for, consents to, or acquiesces in the
appointment of a trustee, custodian, or receiver for the
Borrower or any of his assets or property, or makes a
general assignment for the benefit of creditors; or, in the
absence of such application, consent, or acquiescence, a
trustee, custodian, or receiver is appointed for the
Borrower or for a substantial part of the assets and
property of the Borrower and is not discharged within thirty
(30) days; or any bankruptcy, reorganization, debt
arrangement, or other proceeding or case under any
bankruptcy or insolvency law or any dissolution or
liquidation proceeding is instituted against the Borrower
and if instituted against the Borrower is consented or
acquiesced in by the Borrower or remains undismissed for
sixty (60) days; or the Borrower takes any action to
authorize any of the actions described in this subsection;
or
Adverse Change: If the Lender determines in good faith that
a material adverse change has occurred in the financial
condition of the Borrower from the financial condition set
forth in the most recent financial statement furnished to
the Lender, or from the financial condition of the Borrower
most recently disclosed to the Lender in any manner.
RIGHTS AND REMEDIES: The occurrence or non-occurrence of an
event of default under this credit facility shall in no way
affect or condition the right of the Lender to demand payment at
any time of any of the liabilities which are payable on demand
regardless of whether or not such an event of default has
occurred. In any one or more events of default shall occur, then
in each and every such case, the Lender as its option may at any
time thereafter exercise and/or enforce any or all of the
following rights and remedies:
Commitment: Terminate its commitment to make the credit
facility available.
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Acceleration: Declare without notice to the Borrower all of
the liabilities to be immediately due and payable, whereupon
the same shall become due and payable, together with accrued
and unpaid interest thereon, without presentment, demand,
protest, or notice, all of which the Borrower hereby waives.
Exercise of Rights and Remedies: Exercise any rights and
remedies available to the Lender under this commitment
letter, the note, the other loan documents, and under
applicable laws.
Liquidation Costs: The Borrower shall reimburse and pay to
the Lender upon demand all costs and expenses, including,
without limitation, attorneys' fees and expenses, advances,
incurred by, or on behalf of the Lender in collecting and
enforcing the liabilities and/or the loan documents.
No Waiver, etc.: No failure or delay by the Lender to
insist upon the strict performance of any term, condition,
covenant, or agreement of this credit facility or of any
other loan documents, or to exercise any right, power or
remedy consequent upon a breach thereof, shall constitute a
waiver of any such term, condition, covenant or agreement or
of any such breach, or preclude the Lender from exercising
any such right, power, or remedy at any later time or times.
By accepting payment after the due date of any amount
payable under this credit facility, the Lender shall not be
deemed to waive the right either to require prompt payment
when due of all other amounts payable under the loan
documents or to declare an event of default for failure to
effect such prompt payment of any such other amount.
MISCELLANEOUS:
Survival: All covenants, agreements, representations, and
warranties made herein and in any other instrument or
documents delivered pursuant hereto shall survive the
execution and deliver of the note and shall continue in full
force and effect so long as any of the liabilities are
outstanding and unpaid.
Change, etc.: Neither this commitment nor any term,
condition, representation, warranty, covenant, or agreement
hereof may be changed, waived, discharged, or terminated
orally but only by an instrument in writing signed by the
party against whom such change, waiver charge, or
termination is sought.
Governing Law: This commitment shall be governed by and
construed in accordance with the laws of the State of South
Carolina.
Terms Binding: All of the terms, conditions, stipulations,
warranties, representations, and covenants of this
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commitment shall apply to and be binding upon, and shall
inure to the benefit of, the Borrower and Lender and each of
their respective heirs, personal representative, successors,
and assigns.
Assignment: this commitment and the other loan documents
may not be assigned, in whole or in part, by the Borrower
without the prior written consent of the Lender.
I believe that the terms contained in this commitment letter
reflect those which we have recently discussed. Please sign
below and return an original of this letter to me to show your
acceptance. This commitment will expire if not accepted by
December 10, 1993, and closed by December 31, 1993.
Sincerely,
/s/ Tom Snider
Thomas F. Snider
Vice President
Terms accepted and acknowledged this 10th day of December, 1993.
By: /s/E. Erwin Maddrey, II
E. Erwin Maddrey, II
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Note and Security Agreement
Date January , 1994 $ 5,000,000
FOR VALUE RECEIVED, the undersigned (hereinafter called the
"Borrower") hereby promises to pay to the order of THE SOUTH
CAROLINA NATIONAL BANK, (hereinafter called the "Lender") at its
office where borrowed, in immediately available funds, the sum of
Five Million Dollars and no/100's
dollars together with any unpaid interest hereon from date of
advance, in accordance with the terms contained in this Note and
Security Agreement (hereinafter referred to as the "Note"). The
optional provisions applicable to this Note are checked below.
Repayment:
{ } One payment in full of principal and unpaid interest due
{ } On Demand
{ } payments of $ beginning
and
thereafter until
when the entire principal amount then outstanding and all accrued
but unpaid interest shall be paid in full.
{X } On December 31, 1995 the principal amount set forth above
or the unpaid principal amount of all advances which the Lender
actually makes hereunder to the Borrower, whichever amount is
less. Each advance and each payment made on account of the
principal thereof, shall be evidenced on an attachment hereto;
provided, however, any such notation or the failure of the Lender
or other holder to make any such notation shall not limit or
otherwise affect the obligation of the Borrower with respect to
repayment of all advances actually made hereunder. This Note and
any attachment hereto shall be used to record the outstanding
principal balance advanced hereunder until it is surrendered to
the Borrower by the Lender, and it shall continue to be used even
though there may be periods prior to such surrender when no
amount of principal or interest is owing hereunder. If
advances of the principal amount hereof are to be made by Lender
to the Borrower after the date of this Note, Lender, at its sole
discretion, is hereby authorized to make such advances under this
Note upon written communication of a borrowing request from the
Borrower.
Interest:
Payable: {X } in arrears; { } in advance
{ } in addition to the payments described above;
{ } included in the payments described above.
Payable at the rate per annum of: { } Prime Rate plus %;
{ } % of Prime Rate;
{ } % Fixed
{ } Those rates which may be offered from time to time by the
Lender and agreed to by the Borrower and so noted by the
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Lender on an attachment hereto. In the event of a good
faith dispute among the parties to this Note as to rate
under this rate option, the rate shall be the Prime Rate,
adjusted for any changes in the Prime Rate as of the day
such Prime Rate changes;
{X } The rate(s) set forth in Schedule 1 attached to this Note
and incorporated herein by reference;
{ } Those rates which have been offered by the Lender to the
Borrower in the Loan Agreement or Commitment Letter checked
below, the provisions of which shall determine such rates,
the procedure for the selection of such rates and the time
periods for which such rates shall apply.
In no case shall interest exceed the maximum rate permitted
by applicable law.
To the extent not prohibited by law, a late charge not to exceed
5% of the payment amount shall be assessed on any payment
remaining unpaid on the fifteenth day after the payment due date.
If the interest is based upon the Prime Rate, such interest will
be adjusted on: {X } The day the Prime Rate changes; { } Other
Due: { } On principal payment dates; { } Other
Interest will be calculated on the basis of {X } A year of 360
days and paid for the actual number of days elapsed; { } Other
After demand or maturity (whether by acceleration or otherwise),
as applicable, interest on any unpaid balance hereof shall be
payable on demand at a rate per annum equal to 150% of the Prime
Rate, or if greater, 2% above the rate applicable prior to demand
or maturity, adjusted for any changes in the Prime Rate as of the
day such Prime Rate changes, not to exceed the maximum rate
permitted by applicable law.
As used herein, "Prime Rate" refers to that interest rate so
denominated and set by the Lender from time to time as an
interest rate basis for borrowings. The Prime Rate is one of
several interst rates used by the Lender. The Lender lends at
interest rates above and below the Prime Rate. All payments on
this Note shall be applied first to accrued interest, then to
principal, and then to late charges.
{ } The terms and conditions in a Loan Agreement dated
between the parties hereto as the same shall be amended from
time to time shall be considered a part hereof to the same
extent as if written herein.
{X } The terms and conditions in a Commitment Letter dated
December 3, 1993 from the Lender to the Borrower, as the
same may be amended, extended or replaced from time to time,
shall be considered a part hereof to the same extent as if
written herein.
{ } Upon payment of all amounts due under this Note, the
Borrower may at any time without penalty terminate the
Commitment Letter and this Note (including without
limitation the security interest herein granted).
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To secure the indebtedness evidenced by this Note, together with
any extensions, modifications, or renewals thereof, in whole or
in part, as well as all other indebtedness, obligations and
liabilities of the Borrower to the Lender, now existing or
hereafter incurred or arising (hereinafter sometimes referred to
collectively as the "Obligations"), except for other
indebtedness, obligations and liabilities owing to Lender or
Lender's Affiliates that constitute open-end credit under, or are
subject to, the disclosure requirements of the Truth-in-Lending
Act and Federal Reserve Board Regulation Z or any applicable
state consumer protection laws (hereinafter collectively referred
to as "Consumer Debt"), the Borrower does hereby grant to the
Lender a security interest in and security title to, and does
hereby assign, pledge, transfer and convey to Lender the
following described property:
724,987 shares of common stock of Delta Woodside Industries, Inc.
(the "Pledged Stock")
whether now owned or hereafter acquired, together with any and
all additions and accessions thereto or replacements thereof,
returned or unearned premiums from any insurance written in
connection with this Note and any products and/or proceeds of any
of the foregoing. As used herein, "Lender's Affiliates" means
any entity or entities now or hereafter directly or indirectly
controlled by Wachovia Corporation or any successor thereto. In
no event, however, shall the Lender or the Lender's Affiliates
(as the case may be) have a security interest in any goods
acquired by the Borrower for personal, family or household
purposes more than 10 days after the date of this Note, unless
such goods are added to or attached to the Collateral (as
hereinafter defined). In addition, to the extent not prohibited
by law, the Borrower hereby grants to the Lender a security
interest in and security title to, and does hereby assign,
pledge, transfer and convey to Lender any checking or money
market deposit accounts of the Borrower with the Lender, whether
such accounts be general or special, or individual or multiple
party, and upon all drafts, notes, or other items deposited for
collection or presented for payment by the Borrower with the
Lender or the Lender (provided that the Borrower may withdraw all
or part of any such items or the proceeds thereof at any time)
exclusive of any such property in the possession or control of
the Lender or any of Lender's Affiliates as a fiduciary, and the
Lender may at any time, after an event of default hereunder,
without demand or notice, appropriate and apply any of such to
the payment of any of the Obligations, with the exception of
Consumer Debt. All property described in this paragraph, in
which the Borrower has granted to the Lender a security interest
or security title hereunder, is herein collectively referred to
as the "Collateral". If, with respect to any Collateral in the
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<PAGE>
form of investment securities, a stock dividend is declared or
any stock split-up made or right to subscribe issued, all the
certificates for the shares representing such stock dividend or
split-up or right to subscribe will be immediately delivered,
duly endorsed, to the Lender as additional Collateral. The
Lender shall be deemed to have possession, control and custody of
any Collateral actually in transit to it or any of its officers
or agents.
2111-SC(3/93) The South Carolina
National Bank
The Lender shall have, but shall not be limited to, the following
rights, each of which may be exercised at any time: (i) to
transfer to any financial institution this Note and the
Collateral, and any transferee shall have all the rights of the
Lender hereunder and the Lender shall be thereafter relieved from
any liability with respect to any Collateral so transferred; (ii)
after an event of default hereunder to transfer the whole or any
part of the Collateral in the name of itself or its nominees;
(iii) after an event of default hereunder to vote any investment
securities forming a part of the Collateral; (iv) after an event
of default hereunder to notify the Obligors on any Collateral to
make payment to the Lender of any amounts due thereon; (v) to
execute at any time in the name of any party hereto and to file
financing statements covering any of the Collateral; (vi) to
receive or take control of any income or other proceeds of any of
the Collateral; and (vii) to request and receive current
financial information from any party liable for all or any part
of the Obligations. Until an event of default hereunder,
Borrower shall have the exclusive right to vote and receive
dividends on the Pledged Stock and any other pledged stock.
Upon (i) any failure of any Obligor (which term shall include the
Borrower and each endorser, surety or guarantor of this Note) to
pay any of the Obligations when due or to observe or perform any
agreement, covenant or promise hereunder or in any other
agreement, note, instrument or certificate of any Obligor to the
Lender, or to any of Lender's Affiliates, now existing or
hereafter executed in connection with any of the Obligations,
including, but not limited to, a loan agreement, if applicable,
and any agreement guaranteeing payment of any of the Obligations;
(ii) any default of any Obligor in the payment or performance of
any other material liabilities, indebtedness or obligations to
any other creditor or to allow or permit any other material
liabilities, indebtedness or obligations to any other creditor to
be accelerated; (iii) any failure of any Obligor to furnish
Lender current financial information upon request; (iv) any
failure of any Obligor or any pledgor of any security interest in
the Collateral (the "Pledgor") to observe or perform any
agreement, covenant or promise contained in any agreement,
instrument or certificate executed in connection with the
granting of a security interest in property to secure the
Obligations; (v) any warranty, representation or statement made
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<PAGE>
or furnished to the Lender by or on behalf of any Obligor or
Pledgor in connection with the extension of credit evidenced by
this Note proving to have been false in any material respect when
made or furnished; (vi) any loss, theft, substantial damage,
destruction, sale, foreclosure of or encumbrance to any of the
Collateral, or the making of any levy, seizure or attachment
thereof or thereon or the rendering of any material judgment or
lien or garnishment or attachment against any Obligor or his
property (vii) the death, dissolution, change in control,
termination of existence, insolvency, business failure, or
appointment of a receiver of any part of the property of,
assignment for the benefit of creditors by, or the commencement
of any proceeding under any bankruptcy or insolvency laws, state
or federal, by or against, the Borrower or any other Obligor;
(viii) any discontinuance or termination of any guaranty of any
of the Obligations by a guarantor; or (ix) the Lender reasonably
and in good faith deeming itself insecure; thereupon, or at any
time thereafter, the Lender at its option may terminate any
obligation to extend any additional credit or make any other
financial accommodation to the Borrower and/or may declare all of
the Obligations to be immediately due and payable, all without
notice or demand, and shall have in addition to and independent
of the right to declare the Obligations to be due and payable and
any other rights of the Lender under this Note or any other
agreement with any Obligor or any Pledgor, the remedies of a
secured party under the Uniform Commercial Code of South
Carolina, as amended from time to time (the "Code"), including,
without limitation thereto, the right to take possession of the
Collateral, or the proceeds thereof and to sell or otherwise
dispose thereof, and for this purpose, to sign in the name of any
Obligor or Pledgor, any transfer, conveyance or instrument
necessary or appropriate in order for the Lender to sell or
dispose of any of the Collateral, and the Lender may, so far as
the Borrower can give authority therefor, enter upon the premises
on which the Collateral or any part thereof may be situated and
remove the same therefrom, without being liable in any way to any
Obligor on account of entering any premises. The Lender may
require the Borrower to assemble the Collateral and make the
Collateral available to the Lender at a place to be designated by
the Lender which is reasonably convenient to both parties.
Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a
recognized market, the Lender shall give the Borrower written
notice of the time and place of any public sale thereof or of the
time after which any private sale or other intended disposition
thereof is to be made. The requirement of sending reasonable
notice shall be met if such notice is mailed, postage prepaid, or
otherwise given, to the Borrower or Pledgor at the last address
shown on the Lender's records at least five days before such
disposition. If any Obligation (including but not limited to the
Note) is a demand instrument, the statement of a maturity date,
the requirement for the payment of periodic interest or the
recitation of defaults and the right of Lender to declare any
Obligation due and payable shall not constitute an election by
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<PAGE>
Lender to waive its right to demand payment under a demand at any
time and in any event as Lender in its sole discretion may deem
appropriate.
The rights of the Lender specified herein shall be in addition
to, and not in limitation of the Lender's rights under the Code,
or any other statute or rules of law conferring rights similar to
those conferred by the Code, and under the provisions of any
other instrument or agreement executed by the Borrower, any other
Obligor or any Pledgor to the Lender. Any rights or remedies of
the Lender may be exercised or taken in any order or sequence
whatsoever, at the sole option of the Lender.
The security agreement set forth herein and the security interest
in the Collateral created hereby shall terminate only when all of
the Obligations have been indefeasibly paid in full and such
payments are no longer subject to rescission, recovery or
repayment upon the bankruptcy, insolvency, reorganization,
moratorium, receivership or similar proceeding affecting the
Borrower or any other person. No waiver by the Lender of any
default shall be effective unless in writing nor operate as a
waiver of any other default or of the same default on a future
occasion. All rights of the Lender hereunder shall inure to the
benefit of its successors and assigns, and all obligations of the
Borrower shall bind the heirs, legal representatives, successors
and assigns of the Borrower. The Borrower and each endorser,
surety or guarantor of this Note, whether bound by this or by
separate instrument or agreement, shall be jointly and severally
liable for the indebtedness evidenced by this Note and hereby
severally (1) waive presentment for payment, demand, protest,
notice of nonpayment or dishonor and of protest and any and all
other notices and demands whatsoever; (2) consent that at any
time, or from time to time, payment of any sum payable under this
Note may be extended without notice whether for a definite or
indefinite time; and (3) agree to remain liable until all of the
Obligations are paid in full notwithstanding any impairment,
substitution, release or transfer of Collateral to any one or
more Borrower or Obligor by the Lender or any of Lender's
Affiliates, with or without consideration, or of any extension,
modification or renewal. No conduct of the holder shall be
deemed a waiver or release of such liability, unless the holder
expressly releases such party in writing. In the event the
indebtedness evidenced hereby is collected by or through an
attorney, the holder shall be entitled to recover reasonable
attorneys' fees and all other costs and expenses of collection.
Time is of the essence.
This Note, and the rights and obligations of the parties
hereunder, shall be governed and construed in accordance with
the laws of the State of South Carolina.
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<PAGE>
IN WITNESS WHEREOF, the Borrower has executed this Note under the
seal the day and year set forth above.
Witness: E. Erwin Maddrey, II, dba
/s/Carol B. Higdon Maddrey & Assoc.
/s/Hope H. Winkler (Individual Borrower)
/s/ E. Erwin Maddrey II(Seal)
(Individual Borrower)
Attest: Borrower:
(Name of Corporation or Partnership)
By: (Seal)
Title (Seal)
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<PAGE>
SCHEDULE 1 TO JANUARY , 1994
$5,000,000 REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT
OF E. ERWIN MADDREY, II
TO
THE SOUTH CAROLINA NATIONAL BANK
The interest rate applicable to the Note and all amounts
outstanding thereunder shall be determined monthly, on the first
Business Day of each month and shall be lower on such date of the
Adjusted Euro-Dollar Rate or the Sub-Prime Rate. If advances are
made other than on the first Business Day of the month, the
interest rate in effect for the Note on the first Business Day of
the month in which the advance is made shall be the applicable
interest rate for the first Interest Period of that advance, even
though the advance was not made until after the determination
date for the interest rate. Prepayments of principal may be made
without penalty or premium at any time. When the applicable
interest rate is the Sub-Prime Rate, the rate shall change
simultaneously with each change in the Prime Rate. When the
applicable interest rate is the Adjusted Euro-Dollar Rate, the
rate shall remain fixed for the entire applicable monthly
Interest Period.
Adjusted Euro-Dollar Rate" means, for any Interest Period, a
rate per annum (rounded upward, if necessary, to the next higher
1/00 of 1%) determined by the Bank pursuant to the following
formula:
Adjusted Euro-Dollar Rate =
LIBOR + Applicable Euro-Dollar Margin
"Applicable Euro-Dollar Margin" means two percent (2.00%) or
200 basis points.
"Business Day" means any day (except a Saturday, Sunday or
other day on which the Bank is not open for business) on which
dealings in United States dollar deposits are carried out in the
London interbank market.
"Interest Period" means, as to the advance, (a) with respect
to the Adjusted Euro-Dollar Rate, the period commencing on the
date that (i) such advance is made, or (ii) is the last day of
the preceding Interest Period, as the case may be; and (b) with
respect to the Sub-Prime Rate the period commencing on the date
that (i) such advance is made, or (ii) is the last day of the
preceding Interest Period, as the case may be, and, in each case,
ending on the first Business Day of the month thereafter.
"LIBOR" means, for any Interest Period, the rate per annum
determined on the basis of the offered rate for deposits in
United States dollars of amounts equal or comparable to the
amount of the advance to which such Interest Period relates
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<PAGE>
offered for a one month period which rate appears on the Reuters
Screen LIBO Page as of 11:00 a.m., London time, on the first
Business Day of the month; provided, that if more than one such
offered rate appears on the Reuters Screen LIBO Page, "LIBOR"
will be the arithmetic average (rounded upward, if necessary, to
the next higher of 1/00 of 1%) of such offered rates.
Notwithstanding any provision herein to the contrary, if the
Bank should at any time determine in its reasonable judgment that
it is not possible to determine LIBOR or that LIBOR shall no
longer cover the effective cost to the Bank of obtaining United
States dollar deposits in the Eurodollar interbank market,
beginning with the next Interest Period, the amount of any
affected advances shall not bear interest at the Adjusted Euro-
Dollar Rate but, instead, at the Sub-Prime Rate, or at such other
rate as the Bank and the Borrower may mutually agree.
"Prime Rate" refers to that interest rate so denominated and
set by the Bank from time to time as an interest rate basis for
borrowings. The Prime Rate is one of several interest rates
bases used by the Bank. The Bank lends at interest rates above
and below the Prime Rate.
"Sub-Prime Rate" means the Prime Rate minus 1/2% (50 basis
points).
In the event that, as a result of any change in applicable
law, reserve requirements, rules, regulations, treaties,
directives or in the interpretation or administration thereof or
by reason of Bank's compliance therewith, the effective cost to
the Bank of making, maintaining or funding advances made at the
Adjusted Euro-Dollar Rate exceeds LIBOR, then beginning with the
next Interest Period, the amount of any affected advances shall
not bear interest at the Adjusted Euro-Dollar Rate, but instead,
shall bear interest at the Sub-Prime Rate, or at such other rate
as the Bank and the Borrower may mutually agree.
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