SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934(Amendment No. )
Filed by registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Delta Woodside Industries, Inc.
(Name of Registrant as Specified in Its Charter)
Delta Woodside Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box);
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
(4) Proposed maximum aggregate value of transaction
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 011(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite 200
Greenville, South Carolina 29601
Telephone (803)232-8301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 10, 1994
TO OUR SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation ("Delta
Woodside"), will be held at the Dorothy Gunter Theatre in the Peace
Center, 101 West Broad Street, Greenville, South Carolina, on November
10, 1994, at 10:30 a.m., local time, for the following purposes:
1. To elect seven directors to serve until the next Annual Meeting of
shareholders of Delta Woodside or until their successors have been duly
elected and qualified;
2. To vote on the ratification of the appointment of KPMG Peat Marwick
LLP as independent auditors for Delta Woodside for fiscal 1995; and
3. To act on such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
Delta Woodside has fixed the close of business on October 1, 1994 as
the record date for the determination of shareholders of Delta Woodside
entitled to receive notice of and to vote at the Annual Meeting. Only
shareholders of record of Delta Woodside at the close of business on
October 1, 1994 will be entitled to vote at the Annual Meeting and any
adjournment or adjournments thereof.
Whether or not you expect to be present at the Annual Meeting, please
complete, date and sign the enclosed form of proxy and return it
promptly in the enclosed envelope, which requires no additional postage
if mailed in the United States.
By Order of the Board of Directors,
Jane H. Greer
Secretary
October 3, 1994
<PAGE>
DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite 200
Greenville, South Carolina 29601
Telephone (803) 232-8301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 10, 1994
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Delta Woodside
Industries, Inc., a South Carolina corporation (the "Company"), to be
voted at the Annual Meeting of Shareholders of the Company to be held
at the Dorothy Gunter Theatre in the Peace Center, 101 West Broad
Street, Greenville, South Carolina at 10:30 a.m. on Thursday, November
10, 1994. The approximate date of mailing this Proxy Statement and the
accompanying proxy is October 6, 1994.
Only shareholders of record at the close of business on October 1,
1994 are entitled to receive notice of and to vote at the Annual
Meeting. As of such date, there were outstanding 24,301,253 shares of
common stock, $.01 par value (the only voting securities), of the
Company. Each share is entitled to one vote.
Each shareholder described above will be sent this Proxy
Statement, the accompanying Notice of Annual Meeting and a proxy card.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. A proxy may be
revoked by (i) delivery to the Secretary of the Company, at or before
the Annual Meeting, of a written notice of revocation bearing a later
date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or
before the Annual Meeting or (iii) attending the Annual Meeting and
giving notice of revocation to the Secretary of the Company or in open
meeting prior to the proxy being voted (although attendance at the
Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to: Delta
Woodside Industries, Inc., 233 North Main Street, Hammond Square, Suite
200, Greenville, South Carolina 29601, Attention: Secretary.
All shares represented by valid proxies received pursuant to the
solicitation and prior to voting at the meeting and not revoked before
they are exercised will be voted, and, if a choice is specified with
respect to any matter to be acted upon, the shares will be voted in
accordance with such specification. If no contrary instructions are
indicated, all shares represented by a proxy will be voted FOR election
to the Board of Directors of the nominees described herein and FOR
ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors for the Company for fiscal 1995, and in the discretion of the
proxy holders as to all other matters that may properly come before the
Annual Meeting.
The presence, either in person or by proxy, of the holders of a
majority of the outstanding shares of common stock at October 1, 1994
is necessary to constitute a quorum at the Annual Meeting. Directors
will be elected by a plurality of the votes cast at the Annual
Meeting. The affirmative vote of more shares present or represented at
the Annual Meeting voting in favor than voting against will be required
to ratify the appointment of auditors. Abstentions and broker
non-votes, which are separately tabulated, are included in the
determination of the number of shares present and voting, but have no
effect on the votes respecting the matters to be voted upon at the
meeting.
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<PAGE>
ELECTION OF DIRECTORS
The by-laws of the Company provide that the number of Directors to
be elected at any meeting of shareholders may be determined by the
Board of Directors. The Board has determined that seven Directors
shall be elected at the Annual Meeting. The shareholders' common stock
may not be voted cumulatively in the election of Directors.
The following seven persons are nominees for election as Directors
at the Annual Meeting to serve until the next annual meeting of
shareholders of the Company or until their successors are duly elected
and qualified. Unless authority to vote at the election of Directors
is withheld, it is the intention of the persons named in the enclosed
form of proxy to nominate and vote for the persons named below, all of
whom are currently Directors of the Company. Except as otherwise noted
below, the business address of each nominee is Delta Woodside
Industries, Inc., 233 North Main Street, Hammond Square, Suite 200,
Greenville, South Carolina 29601. Each such person is a citizen of the
United States. There are no family relationships among the Directors
and the executive officers of the Company, except that Buck Mickel is
the father of Buck A. Mickel.
Management of the Company believes that all of the nominees will
be available and able to serve as Directors, but in the event any
nominee is not available or able to serve, the shares represented by
the proxies will be voted for such substitute as shall be designated by
the Board of Directors.
Name and Age Principal Occupation Director Since (1)
C. C. Guy (61) President of RSI Holdings, Inc., 1984
Greenville, South Carolina (2) (9) (10)
Dr. James F. Kane (62) Dean Emeritus of the College of 1986
Business Administration of the
University of South Carolina,
Columbia, South Carolina (3) (9) (10)
Dr. Max Lennon (54) President and Chief Executive 1986
Officer of Eastern Foods, Inc.
Atlanta, Georgia (4) (9) (10)
E. Erwin Maddrey, II (53) President and Chief Executive 1984
Officer of the Company (5)
Buck A. Mickel (38) Vice President of RSI Holdings, Inc., 1984
Greenville, South Carolina (6) (10)
Buck Mickel (68) Chairman of the Board and Chief 1987
Executive Officer of RSI Holdings, Inc.,
Greenville, South Carolina (7) (10)
Bettis C. Rainsford (43) Executive Vice President, Chief 1984
Financial Officer and Treasurer
of the Company (8)
2
<PAGE>
(1) Includes service as a director of the Company's predecessor by
merger, Delta Woodside Industries, Inc., a Delaware corporation ("Old
Delta Woodside"), or any predecessor company to Old Delta Woodside.
(2) C. C. Guy served as Chairman of the Board of Old Delta
Woodside or its predecessors from the founding of Old Delta Woodside's
predecessors in 1984 until November 1989. Since before the November
15, 1989 merger (the "RSI Merger") of Old Delta Woodside into RSI
Corporation, a South Carolina corporation which changed its name to
Delta Woodside Industries, Inc. and is now the Company, he has been
President and a director of RSI Holdings, Inc., which until recently
was engaged in the sale of turf care products and currently intends to
seek other business opportunities. Prior to November 15, 1989, RSI
Holdings, Inc. was a subsidiary of RSI Corporation. Mr. Guy served
from October 1979 until November 1989 as President, Treasurer and a
director of RSI Corporation. Prior to the RSI Merger, RSI Corporation
owned approximately 40% of the outstanding shares of common stock of
Old Delta Woodside and was engaged in the business of selling outdoor
power equipment, the office supply business and the business of
distributing doors and windows, as well as the business of selling turf
care products.
(3) Dr. James F. Kane is Dean Emeritus of the College of Business
Administration of the University of South Carolina, having retired
during 1993 as Dean, in which capacity he had served since 1967. He
also serves as a director of Liberty Corporation and Glassmaster
Company.
(4) Dr. Max Lennon was President of Clemson University from March
1986 until August 1994. He commenced service in August 1994 as
President and Chief Executive Officer of Eastern Foods, Inc., which is
engaged in the business of manufacturing and distributing food
products. He also serves as a director of First Union Corporation and
Duke Power Company.
(5) E. Erwin Maddrey, II was President and Chief Executive Officer
of Old Delta Woodside or its predecessors from the founding of Old
Delta Woodside's predecessors in 1984 until the RSI Merger and he has
served in such positions with the Company since the RSI Merger. He
also serves as a director of Kemet Corporation and Renfro Corporation.
(6) Buck A. Mickel was a Vice President of Old Delta Woodside or
its predecessors from the founding of Old Delta Woodside's predecessors
until November 1989, Secretary of Old Delta Woodside from November 1986
to March 1987, and Assistant Secretary of Old Delta Woodside from March
1987 to November 1988. He has served as Vice President and a director
of RSI Holdings, Inc. since before the RSI Merger and served as Vice
President of RSI Corporation from October 1983 until November 1989,
with which he had been employed since 1981.
(7) Buck Mickel has served in various executive positions,
including Vice Chairman of the Board of Fluor Corporation, which is
engaged in the engineering, construction and minerals business, from
which position he resigned in March 1987; Chairman of the Board of
Daniel International Corporation, a construction company wholly-owned
by Fluor Corporation, from which position he resigned in March 1987;
and Chairman of the Board and Chief Executive Officer of RSI
Corporation until November 1989. Since before the RSI Merger, Mr.
Mickel has been Chairman of the Board and Chief Executive Officer of
RSI Holdings, Inc. Mr. Mickel also serves as a director of Duke Power
Company, Emergent Group, Inc., Fluor Corporation, Liberty Corporation,
Monsanto Company and NationsBank Corporation.
3
<PAGE>
(8) Bettis C. Rainsford was Executive Vice President and Chief
Financial Officer of Old Delta Woodside or its predecessors from the
founding of Old Delta Woodside's predecessors in 1984 until the RSI
Merger and has served in such positions with the Company since the RSI
Merger. Mr. Rainsford has served as Treasurer of Old Delta Woodside or
its predecessors or the Company from 1984 to 1986, from August 1988 to
November 1988 and from November 1990 to the present. He is also
President of The Rainsford Development Corporation which is engaged in
general business development activities in Edgefield, South Carolina.
(9) Member of Audit Committee.
(10) Member of Compensation Committee.
The Company's Directors hold office until the next annual meeting
of shareholders or until their successors are duly elected and
qualified.
The Board of Directors of the Company met physically or by
telephone six times during the fiscal year ended July 2, 1994. The
Compensation Committee of the Company met one time and the Audit
Committee of the Company met two times during the fiscal year. Each
Director attended or participated in at least 75 percent of the
meetings of the Board and of any committee of which he was a member.
The Board does not have a standing nominating committee.
The Audit Committee makes recommendations to the Board regarding
the selection of the Company's independent public accountants, reviews
the independence of such accountants, approves the scope of the annual
audit, approves the rendering by such accountants of any material
non-audit services, approves the fee payable to the independent
accountants and reviews the audit results. The Compensation Committee
reviews and submits to the Board of Directors suggested executive
officers' salaries and bonuses and will grant awards under the
Company's Incentive Stock Award Plan and options under the Company's
Stock Option Plan.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The table below sets forth certain information as of October 1,
1994, regarding the beneficial ownership of the Company's common stock
by (i) persons beneficially owning more than five percent of the common
stock, (ii) the directors, (iii) the executive officers, and (iv) all
directors and executive officers as a group. 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.
Shares
Beneficially
Beneficial Owner Owned Percentage
E. Erwin Maddrey, II (1) 3,214,590 13.2%
233 North Main Street
Hammond Square, Suite 200
Greenville, SC 29601
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Bettis C. Rainsford (2) 3,180,931 13.0%
108-1/2 Courthouse Square
Post Office Box 388
Edgefield, SC 29824
Buck A. Mickel (3) (4) 1,563,770 6.4%
Post Office Box 6721
Greenville, SC 29606
Micco Corporation (4) 1,240,634 5.1%
Post Office Box 795
Greenville, SC 29602
Buck Mickel and 1,559,394 6.4%
Minor H. Mickel(4) (5)
415 Crescent Avenue
Greenville, SC 29605
Minor M. Shaw (4) (6) 1,521,165 6.3%
Post Office Box 795
Greenville, SC 29602
Charles C. Mickel (4) (7) 1,493,434 6.1%
Post Office Box 6721
Greenville, SC 29606
C. C. Guy (8) 38,268 (15)
James F. Kane (9) 4,929 (15)
Max Lennon (10) 3,995 (15)
Jane H. Greer (11) 30,404 (15)
Douglas J. Stevens (12) 11,061 (15)
Brenda L. Jones (13) 2,247 (15)
All directors and
executive officers as a
group (10 Persons) (14) 8,913,261 36.7%
(1) Mr. Maddrey is the President and Chief Executive Officer and
a director of the Company. The number of shares shown as beneficially
owned by Mr. Maddrey includes approximately 530 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, 182,970 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 735 shares
allocated to the account of Mr. Maddrey per the latest report of the
Company's Employee Retirement Plan for fiscal 1993. The allocation to
employees of the fiscal 1994 contribution to such plan has not been
completed. Mr. Maddrey is fully vested in the shares allocated to his
account in the Company's Employee Retirement Plan. For fiscal 1994,
Mr. Maddrey will make a late Form 5 filing under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to
two acquisitions under the Company's dividend reinvestment plan of
shares by his wife, as custodian for one of their children.
(2) Mr. Rainsford is the Executive Vice President, Treasurer and
Chief Financial Officer and a director of the Company. The number of
shares shown as beneficially owned by Mr. Rainsford includes 17,945
5
<PAGE>
shares held by The Edgefield County Foundation, a charitable trust, as
to which shares Mr. Rainsford holds sole voting and investment power
but disclaims beneficial ownership.
(3) Buck A. Mickel is a director of the Company. The number of
shares shown as beneficially owned by Buck A. Mickel includes 323,136
shares directly owned by him and all of the 1,240,634 shares owned by
Micco Corporation. See Note (4).
(4) The shares of common stock of Micco Corporation are owned in
equal parts by Minor H. Mickel, the wife of Buck Mickel (a director of
the Company), 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 Buck and 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, Buck A. Mickel and
Charles C. Mickel directly own 116,854 shares, 323,136 shares and
252,700 shares, respectively, of the Company's common stock. Minor M.
Shaw, directly or as custodian for her children, owns 264,978 shares of
the Company's common stock. In addition, Buck Mickel directly owns
201,906 shares of the Company's common stock, as to which shares Minor
H. Mickel may also be deemed a beneficial owner. Minor H. Mickel
disclaims beneficial ownership with respect to these shares. Buck
Mickel disclaims beneficial ownership of the shares directly owned by
Minor H. Mickel and the shares owned by Micco Corporation. Minor M.
Shaw's husband, through an individual retirement account and as
custodian for her children, beneficially owns approximately 15,553
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 2,748 shares of the Company's common stock held by her as custodian
for her children. The spouse of Charles C. Mickel owns 100 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. Micco Corporation
owns 1,240,634 shares of the Company's common stock.
(5) Buck Mickel is a director of the Company. The number of
shares shown as beneficially owned by Buck Mickel and Minor H. Mickel
includes 201,906 shares directly owned by Buck Mickel, 116,854 shares
directly owned by Minor H. Mickel and all of the 1,240,634 shares owned
by Micco Corporation. See Note (4).
(6) The number of shares shown as beneficially owned by Minor M.
Shaw includes 264,978 shares owned by her directly or as custodian for
her children, approximately 15,553 shares beneficially owned by her
husband through an individual retirement account or as custodian for
her children, and all of the 1,240,634 shares owned by Micco
Corporation. See Note (4).
(7) The number of shares shown as beneficially owned by Charles
C. Mickel includes 252,700 shares owned by him directly, 100 shares
owned by his wife and all of the 1,240,634 shares owned by Micco
Corporation. See Note (4).
(8) C. C. Guy is a director of the Company. The number of shares
shown as beneficially owned by C. C. Guy includes 18,968 shares owned
by his wife, as to which shares Mr. Guy disclaims beneficial ownership.
(9) Dr. 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.
6
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(10) Dr. Lennon is a director of the Company.
(11) Ms. Greer is Vice President and Secretary of the Company.
The number of shares shown as beneficially owned by Ms. Greer includes
approximately 896 shares allocated to her account per the latest report
of the Company's Employee Retirement Plan for fiscal 1993. The
allocation to employees of the fiscal 1994 contribution to such plan
has not been completed. Ms. Greer is fully vested in the shares
allocated to her account in the Company's Employee Retirement Plan.
Also included are 7,500 unissued shares which can be acquired by the
exercise of options exercisable within 60 days of October 1, 1994, but
excludes 8,000 unissued shares covered by incentive stock awards which
are not exercisable within 60 days after October 1, 1994.
(12) Mr. Stevens is Controller and Assistant Secretary of the
Company. The number of shares shown as beneficially owned by Mr.
Stevens includes approximately 186 shares allocated to his account per
the latest report of the Company's Employee Retirement Plan for fiscal
1993. The allocation to employees of the fiscal 1994 contribution to
such plan has not been completed. Mr. Stevens is not vested in any
shares allocated to his account in the Company's Employee Retirement
Plan. Also included are 5,750 unissued shares which can be acquired by
the exercise of options exercisable within 60 days of October 1, 1994,
but excludes 9,250 unissued shares covered by options which are not
exercisable within 60 days after October 1, 1994, and 8,000 unissued
shares covered by incentive stock awards which are not exercisable
within 60 days after October 1, 1994.
(13) Ms. Jones is Assistant Secretary of the Company. The number
of shares shown as beneficially owned by Ms. Jones includes
approximately 99 shares allocated to her account per the latest report
of the Company's Employee Retirement Plan for fiscal 1993. The
allocation to employees of the fiscal 1994 contribution to such plan
has not been completed. Ms. Jones is not vested in any shares
allocated to her account in the Company's Employee Retirement Plan.
Also included are 1,125 unissued shares which can be acquired by the
exercise of options exercisable within 60 days of October 1, 1994, but
excludes 375 unissued shares covered by options which are not
exercisable within 60 days after October 1, 1994, and 800 unissued
shares covered by incentive stock awards which are not exercisable
within 60 days after October 1, 1994.
(14) Includes all shares deemed to be beneficially owned by any
director or executive officer. Includes 546,223 shares of the
Company's common stock held by the Company's Employee Retirement Plan.
Each participant in the Employee Retirement Plan has the right to
direct the manner in which the trustee of the Plan, Jane H. Greer (Vice
President and Secretary of the Company), votes the shares held by the
Employee Retirement Plan which are allocated to such participant's
account. Except for shares as to which such a direction is made, the
shares held by the Employee Retirement Plan are voted by the trustee in
the manner directed by the Plan's committee which includes Jane H.
Greer and Douglas J. Stevens (Controller and Assistant Secretary of the
Company) as members. The number of shares shown in the table includes
an aggregate of 14,375 non-issued shares subject to employee stock
options held by executive officers which are exercisable within 60 days
or less, but excludes 9,625 non-issued shares subject to employee stock
options held by executive officers which are not exercisable within 60
days and 16,800 non-issued shares covered by incentive stock awards
which are not exercisable within 60 days of October 1, 1994.
(15) Less than one percent.
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EXECUTIVE OFFICERS
The following provides certain information regarding the executive
officers of the Company.
Name and Age Position
E. Erwin Maddrey, II (53) President and Chief Executive Officer (1)
Bettis C. Rainsford (43) Executive Vice President, Chief Financial
Officer and Treasurer (1)
Jane H. Greer (56) Vice President and Secretary (2)
Douglas J. Stevens (61) Controller and Assistant Secretary (3)
Brenda L. Jones (49) Assistant Secretary (4)
(1) See information under "Election of Directors."
(2) Jane H. Greer became associated with Old Delta Woodside's
predecessors in July 1986, and was elected a Vice President of Old
Delta Woodside in November 1986, in charge of human resources and other
related areas, Assistant Secretary of Old Delta Woodside in November
1987 and Secretary of Old Delta Woodside in August 1988. She became
Vice President and Secretary of the Company on November 15, 1989.
(3) Douglas J. Stevens was elected Controller and Assistant
Secretary of the Company effective August and September 1992. From
February 1991 to August 1992, Mr. Stevens was Vice President of Finance
and Administration for Duck Head Apparel Company, a division of a
subsidiary of the Company. From 1972 to 1986, he was a Corporate Vice
President of Riegel Textile Corporation (engaged in the manufacture and
sale of textiles). From 1987 to 1988, he was Chairman of Eagle Mills,
Inc. (a converter of textile fabrics). From January 1989 to February
1991, Mr. Stevens was Operations Director of Blue Ridge Care, Ltd.
(engaged in the manufacture and sale of disposable diapers) in
England. Blue Ridge Care, Ltd. commenced a receivership proceeding
approximately five months after Mr. Stevens ceased his affiliation with
that company.
(4) Brenda L. Jones was elected Assistant Secretary of Old Delta
Woodside in November 1988. She became Assistant Secretary of the
Company on November 15, 1989. Since July 1987, she has been Vice
President and Chief Financial Officer of The Rainsford Development
Corporation, a corporation wholly-owned by Bettis C. Rainsford which is
engaged in general business development activities.
The Company's executive officers are appointed by the Board of
Directors and serve at the pleasure of the Board.
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MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth certain information respecting the
compensation earned by the Chief Executive Officer, the Chief Financial
Officer, and the other two executive officers who earned salary and
bonus in fiscal 1994 in excess of $100,000 (the "Named Executives")
during the fiscal years ended July 2, 1994, July 3, 1993 and June 27,
1992.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Other Awards All
Annual Securities Other
Compen- Underlying Compen-
Name and Salary Bonus sation Options/SARs sation
Principal Position Year ($)(a) ($)(a)(b) ($)(c) (#)(d) ($)
<S> <C> <C> <C> <C> <C>
E.Erwin Maddrey,II, 1994 450,021 0 0 0 30,125(k)(o)(p)
President & Chief 1993 412,699 0 0 0 25,203(k)(o)(p)
Executive Officer 1992 395,000(f) 175,920 0 0 18,888(k)(o)(p)
Bettis C. Rainsford, 1994 400,000(g) 0 0 0 13,838(l)(o)
Executive VP, CFO, 1993 366,077(h) 0 0 0 11,138(l)(o)
& Treasurer 1992 341,615(h) 175,920(h) 0 0 9,638(l)(o)
Jane H. Greer, 1994 126,000 17,250 17,315 10,000(i) 2,827(m)(p)
Vice President 1993 121,846 24,000 35,023 0 2,983(m)(p)
& Secretary 1992 116,923 75,000 17,996 0 1,348(m)(p)
Douglas J. Stevens, 1994 102,885 12,228 17,315 10,000(j) 2,304(n)(p)
Controller & 1993 100,000 17,000 23,896 14,333(j) 602(n)(p)
Asst. Secretary (e)
</TABLE>
(a) The amounts shown in the column include sums the receipt of
which has been deferred pursuant to the Company's 401(k) plan or the
Company's deferred compensation plan.
(b) Amounts in this column are cash bonuses paid to reward
performance as described in the Compensation Committee's Report below.
(c) The amounts in this column were paid by the Company in
connection with the vesting of awards under the Company's Incentive
Stock Award Plan and were in each case approximately sufficient, after
the payment of all applicable income taxes, to pay the participant's
federal and state income taxes attributable to the vesting of the award.
(d) For purposes of this table, awards under the Company's
Incentive Stock Award Plan are treated as options.
(e) Mr. Stevens was elected Controller and Assistant Secretary of
the Company effective August and September, 1992. The information in
the table includes Mr. Stevens' compensation for all of fiscal 1993.
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(f) Of this amount $75,000 was paid to Mr. Maddrey's sole
proprietorship, Maddrey & Associates.
(g) Of this amount $150,000 was paid to The Rainsford Development
Corporation, a company wholly owned by Mr. Rainsford.
(h) This amount was paid to The Rainsford Development
Corporation, a company wholly owned by Mr. Rainsford.
(i) During fiscal 1994, Ms. Greer was granted an award covering
10,000 shares under the Company's Incentive Stock Award Plan.
(j) During fiscal 1994, Mr. Stevens was granted an award covering
10,000 shares under the Company's Incentive Stock Award Plan. During
fiscal 1993, Mr. Stevens was granted an award covering 3,333 shares
under the Company's Incentive Stock Award Plan and an option for 11,000
shares under the Company's Stock Option Plan.
(k) The fiscal 1994 amount represents $26,838 premium paid by the
Company for $10 million of life insurance on the life of Mr. Maddrey
and $3,287 allocated to Mr. Maddrey's account under the Company's
Employee Retirement Plan (the "Retirement Plan"). The fiscal 1993
amount represents $20,938 premium paid for such life insurance and
$4,265 allocated to Mr. Maddrey's account under the Retirement Plan.
The fiscal 1992 amount represents $16,538 premium paid for such life
insurance and $2,350 allocated to Mr. Maddrey's account under the
Retirement Plan.
(l) The amount represents the premium paid by the Company for $10
million of life insurance on the life of Mr. Rainsford.
(m) The amount was allocated to Ms. Greer's account under the
Retirement Plan.
(n) Of the fiscal 1994 amount, $2,002 was allocated to Mr.
Stevens' account under the Retirement Plan and $302 was earned on Mr.
Stevens' deferred compensation at a rate in excess of 120% of the
Federal mid-term rate. Of the fiscal 1993 amount, $531 was allocated
to Mr. Stevens' account under the Retirement Plan and $71 was earned on
Mr. Stevens' deferred compensation at a rate in excess of 120% of the
Federal mid- term rate.
(o) The Company pays the premiums due for life insurance policies
in the amount of $10 million on each of the lives of Mr. Maddrey and
Mr. Rainsford. The proceeds of these policies are payable to the
beneficiary or beneficiaries chosen by Mr. Maddrey or Mr. Rainsford, as
the case may be. These life insurance policies were established in
connection with the Refusal Agreements described in this Proxy
Statement under the heading "Related Party Transactions."
(p) The Retirement Plan allocation shown for a fiscal year was
allocated to the participant's account during that fiscal year,
although the amount of the allocation may have been determined in whole
or in part on the basis of the participant's compensation during the
prior fiscal year. A participant may withdraw amounts or shares from
the Retirement Plan only upon retirement, death, disability or other
termination of employment. Amounts allocated to a participant's
account under the Retirement Plan generally do not vest until
expiration of a five-year service period at which time the amounts
become fully vested. Immediate vesting would occur upon a
participant's reaching normal retirement age, death or disability. Mr.
Maddrey and Ms. Greer are vested in the amounts allocated to their
accounts, but Mr. Stevens is not vested in the amounts allocated to his
account, under the Retirement Plan.
The amounts shown in the table
above do not include reimbursement by the Company or its subsidiaries
for certain automobile expenses, club memberships and other items. The
non-business personal benefit to any executive officer of these amounts
does not exceed 10% of the executive officer's total salary and bonus.
10
<PAGE>
Option/SAR Grants in the Last Fiscal Year
The following table provides certain information respecting the
grant to any Named Executive during fiscal 1994 of awards under the
Company's Incentive Stock Award Plan and options under the Company's
Stock Option Plan. For purposes of this table, awards under the
Company's Incentive Stock Award Plan are treated as options.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Individual Grants Value at Assumed
Number of Annual Rates
Securities % of Total Market of Stock Price
Underlying Options/SARs Exercise Price on Appreciation
Options/SARs Granted To or Base Date of for Option Term(c)
Granted Employees in Price Grant Expiration O% 5% 10%
Name (#) Fiscal Year ($/Sh.) ($/Sh.) Date ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jane H.
Greer 10,000(a)(b) 3.84 0.01 11.625 9/27/96(a) 116,150 131,354 147,971
Douglas J.
Stevens 10,000(a)(b) 3.84 0.01 11.625 9/27/96(a) 116,150 131,354 147,971
(a) These represent shares covered by an award granted during
fiscal 1994 under the Company's Incentive Stock Award Plan, pursuant to
which a participant can acquire shares of the Company's Common Stock
for $0.01 cash per share upon the vesting of the award respecting such
shares. Each grant of an award under the Plan sets forth the
circumstances under which all or part of the award will vest. These
circumstances may include (i) the participant being an employee of the
Company or any subsidiary on one or more specified dates and (ii) such
additional circumstances (which may include, in the case of certain
shares covered by an award, the Company or a division of the Company
having met certain performance criteria) as may be set forth in the
award. The vesting circumstances may vary among the shares covered by
an award. The part, if any, of an award that does not vest is
forfeited. In connection with the vesting of any award, the Company
pays the participant cash in an amount approximately sufficient, after
the payment of all applicable income taxes, to pay the participant's
federal and state income taxes attributable to the vesting of the
award. The expiration date set forth in the table is the last award
vesting date for any portion of the award, because in certain
circumstances all or part of the award, if not vested, would have
forfeited by or on that date. As to any vested portion, the award does
not technically have any expiration date. A portion of these awards is
subject to future shareholder approval of an amendment to the Incentive
Stock Award Plan increasing the number of shares available for awards
under that plan.
(b) On July 2, 1994, a portion of the awards covering 2,000
shares each to Ms. Greer and Mr. Stevens vested by reason of each
participant being in the Company's employ at that date. Each award
provides that a portion of the award covering 2,000 shares will vest on
11
<PAGE>
each of July 1, 1995 and June 29, 1996, providing that the participant
is an employee of the Company on the relevant of these dates. The
portion of each award covering the remaining 4,000 shares will vest on
September 27, 1996, providing that the participant is an employee of
the Company on that date and the Company has achieved a specified level
of cumulative operating earnings through June 29, 1996. A portion of
these awards will vest if the participant's employment terminates early
by reason of death, retirement or permanent disability.
(c) Based on annual compounding of assumed appreciation rate
until respective vesting dates.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table provides certain information respecting the
exercise by any Named Executive during fiscal 1994 of awards granted
under the Company's Incentive Stock Award Plan and options granted
under the Company's Stock Option Plan. For purposes of this table,
awards under the Company's Incentive Stock Award Plan are treated as
options.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money Options/SARs
Acquired Value Options/SARs at FY-End at FY-End
on Exercise(a) Realized(a) (#) ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
Jane H.
Greer 2,000 23,980 7,500 8,000 60,000 95,920
Douglas J.
Stevens 2,000 23,980 5,750 17,250 18,033 133,538
(a) Excluded are the exercise of awards under the Incentive Stock
Award Plan, the vesting of which was previously reported with respect
to fiscal 1993.
Director Compensation
The Company pays each Director who is not an officer of the
Company a fee of $20,000 per year, plus provides approximately $10,000
annually for each such Director with which shares of the Company's
common stock are purchased. These shares may be newly-issued or
acquired in the open market for such purpose. Each Director is also
reimbursed for his reasonable travel expenses in attending each meeting.
The Company has established the Directors' Charitable Giving
Program covering each director of the Company. Under the program,
within six months after the death of a director, the Company will make
an aggregate donation of $500,000 to one or more charitable
organizations selected by such director. With respect to Max Lennon,
E. Erwin Maddrey, II and Bettis C. Rainsford, the program will be
funded by life insurance policies owned and to be paid for by the
Company on the lives of such directors. The life insurance policies
became effective on July 1, 1991.
12
<PAGE>
Notwithstanding any statement in
any of the Company's previous filings under the Securities Act of 1933,
as amended, or the Exchange Act incorporating future filings, including
this Proxy Statement, in whole or in part, the following Performance
Graph and the Compensation Committee Report below shall not be
incorporated by reference into any such filing.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly change in the
cumulative total stockholder return, assuming dividend reinvestment, on
the Company's Common Stock with the cumulative total return, assuming
dividend reinvestment, of the Standard & Poor's 500 Stock Index and a
peer group, constructed by the Company, consisting of nine corporations
(not including the Company) that are engaged in the manufacture and
sale of textile products and apparel.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG DELTA WOODSIDE
INDUSTRIES, INC., S&P 500 STOCK INDEX & PEER GROUP
Performance graph appears here - see appendix
This Performance Graph assumes that $100 was invested in the common
stock of Delta Woodside Industries, Inc. and comparison groups on June
30, 1989 and that all dividends have been reinvested.
The Peer Group is composed of the following companies:
Farah, Inc. Haggar Corp. Springs Industries, Inc.
Galey & Lord, Inc. Russell Corp. Texfi Industries, Inc.
Guilford Mills, Inc. Salant Corp. Tultex Corp.
13
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
This report of the Compensation Committee (the "Committee") of the
Board of Directors of the Company sets forth the Committee's policies
with regard to compensation of the Executive Officers of the Company,
including the relationship of corporate performance to executive
compensation.
Executive Compensation Policies
Decisions regarding certain aspects of the compensation of the
Company's executive officers are made by the five member Compensation
Committee of the Board, each of whom is a non-employee director. The
Committee believes that its compensation practices are designed to
attract, retain, and motivate key Company executives to achieve short,
medium, and long term goals which the Committee believes will enhance
the value of the shareholders' investment in the Company. These
objectives are implemented through:
A. Cash bonuses to reward the achievement of specific performance
goals,
B. Grants of stock awards under the Incentive Stock Award Plan,
C. Grants of stock options under the Stock Option Plan, and
D. Payment of base salaries at levels that are competitive with those
paid by the peer group of companies shown on the Performance Graph
above. The peer group companies are certain textile and apparel
companies currently listed on the New York Stock Exchange.
Compensation of Executive Officers Other than Chief Executive Officer
and Chief Financial Officer
The Company's executive officers other than the Chief Executive
Officer and the Chief Financial Officer (the "Other Officers") received
compensation for fiscal 1994 which included both fixed and
performance-based components. The Other Officers' compensation
consisted of the following elements: base salary, cash bonuses, the
grant and/or vesting of awards under the Incentive Stock Award Plan,
and the vesting of options under the Stock Option Plan.
Cash bonuses to the Other Officers are made based on the
recommendation of the Company's Chief Executive Officer who considers
on a subjective basis several performance-related factors. These
include, but are not limited to, the Company's operating earnings as a
percent of net capital employed, the total bonus pool earned by the
Company's operating divisions, and the movement in the Company's
year-to-year operating earnings. For fiscal 1994, the total cash
bonuses awarded to the two Other Officers named in the Summary
Compensation Table above amount to 13% of their total salaries.
Each Other Officer participates in the Incentive Stock Award Plan
which was approved by the shareholders of the Company in November
1990. Awards made under this plan to the Other Officers have been
structured so that sixty percent of each individual's award can vest by
remaining in service with the Company through predetermined anniversary
dates and forty percent of each individual's award may vest if the
Company meets specified performance targets respecting cumulative
14
<PAGE>
operating profits. While the number of shares covered by any award to
an Other Officer is not determined by specific, non-subjective
criteria, the determination of such number takes into account the level
and responsibility of the executive's position, the executive's
performance, the executive's compensation, the assessed potential of
the executive, and any other factors that are deemed relevant to the
accomplishment of the purposes of the plan. The Committee believes
that this plan is an important tool to the achievement of medium term
goals.
Each Other Officer also participates in the Stock Option Plan
which was approved by the shareholders of the Company in November
1990. The purpose of this plan is to promote the growth and
profitability of the Company over a longer term by enabling the Company
to attract and retain key and middle level managers of outstanding
competence and by increasing the personal participation of its
executives in the Company's performance by providing these executives
with an additional equity ownership opportunity in the Company. In
making option grants to the Other Officers, no specific, non-subjective
criteria are used, but the factors taken into account include the level
and responsibility of the executive's position, the executive's
performance, the executive's compensation, the assessed potential of
the executive, and any other factors that are deemed relevant to the
accomplishment of the purposes of the plan. Each option granted under
the plan to an Other Officer has provided that the option becomes
exercisable in stages over a period of four years.
Compensation Paid to the Chief Executive Officer and the Chief
Financial Officer
The compensation of each of the Chief Executive Officer and the
Chief Financial Officer has historically included both fixed and
performance-based (cash bonus) components. For fiscal 1994 the
compensation of such officers consisted of base salary only. No cash
bonuses were paid to either of these officers for fiscal 1994 because
the earnings performance of the Company was down significantly from the
prior year.
In determining cash bonuses for the Chief Executive Officer and
the Chief Financial Officer, the Committee considers the performance of
the Company against that of the textile and apparel industries and the
total compensation of the CEO and the CFO as compared to their
respective peer groups in the textile and apparel industries. As a
guideline, the Committee takes into account the difference between the
latest fiscal year's profits before interest and taxes and those of
fiscal year 1991.
Neither the Chief Executive Officer nor the Chief Financial
Officer is eligible, under the terms of the relevant plan, to receive
an award under the Incentive Stock Award Plan or an option under the
Stock Option Plan. However, since these two executives each owns
approximately 13% of the Company's shares presently outstanding, the
Committee believes that they are highly motivated to increase
shareholder value on a long term basis.
In setting base salary levels for the Chief Executive Officer and
the Chief Financial Officer, the Committee considers the possible bonus
awards and attempts to set base salary levels so that total
compensation, including bonuses, will be near to that of the median of
Chief Executive Officers and Chief Financial Officers of the peer group
of companies.
Compensation Committee
Buck Mickel, Chair Dr. Max Lennon
C.C. Guy Buck A. Mickel
Dr. James F. Kane
15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee of
the Company's Board of Directors during fiscal 1994: Buck Mickel, as
Chair, C.C. Guy, Dr. James F. Kane, Dr. Max Lennon and Buck A. Mickel.
C.C. Guy served as Chairman of the Board of Old Delta Woodside or
its predecessors from the founding of Old Delta Woodside's predecessors
in 1984 until November 1989. Buck A. Mickel was a Vice President of Old
Delta Woodside or its predecessors from the founding of Old Delta
Woodside's predecessors until November 1989, Secretary of Old Delta
Woodside from November 1986 to March 1987, and Assistant Secretary of
Old Delta Woodside from March 1987 to November 1988.
RELATED PARTY TRANSACTIONS
The Company leases its principal corporate office space and space
for its printing operation, its benefits office, and its Duck Head
Retail Operations headquarters from a corporation (Hammond Square,
Ltd.), one third of the stock of which is owned by each of E. Erwin
Maddrey, II (President, Chief Executive Officer and a director of the
Company) and Jane H. Greer (Vice President and Secretary of the
Company). Mr. Maddrey and Ms. Greer are also directors and executive
officers of Hammond Square, Ltd. The lease of the Company's principal
office space is for a term of approximately ten years expiring in 1997,
covers approximately 6,400 square feet and involves rental payments of
$8.50 per square foot per year (plus certain other expenses such as
regime fees, real estate taxes, utilities and parking). The Company is
subleasing part of this space to other parties until it needs such
subleased space. The lease of the Company's printing operation space
is for a term of approximately five years expiring in November 1998,
with an option to renew, covers approximately 4,159 square feet and
involves rental payments of $11.36 per square foot per year (plus
certain other expenses such as regime fees, real estate taxes,
utilities and parking). The lease of the Company's benefits office is
for a term expiring in August of 1996, covers approximately 1,125
square feet and involves rental payments of $12.26 per square foot per
year (plus certain other expenses such as regime fees, real estate
taxes, utilities and parking). The lease of the Company's Duck Head
Retail Operations headquarters is for a term expiring in August of
1995, covers approximately 4,141 square feet and involves rental
payments of $12.60 per square foot per year (plus certain other
expenses such as regime fees, real estate taxes, utilities and
parking). The Company paid an aggregate of approximately $236,556 in
rent and other expenses under these leases during fiscal 1994.
The Company currently leases office space in Edgefield, South
Carolina from The Rainsford Development Corporation, a corporation
wholly-owned by Bettis C. Rainsford (Executive Vice President, Chief
Financial Officer, Treasurer and a director of the Company). Pursuant
to this lease in fiscal 1994 the Company made lease payments in the
amount of $31,199. Mr. Rainsford is a director and executive officer
and Brenda L. Jones (Assistant Secretary of the Company) is an
executive officer of The Rainsford Development Corporation. Duck Head
Retail Operations, a division of a subsidiary of the Company, leases a
building in Edgefield, South Carolina from Mr. Rainsford pursuant to an
agreement involving rental payments equal to 3% of gross sales of the
Edgefield store, plus 1% of gross sales of the store for utilities.
Under this lease agreement, $24,651 was paid to Mr. Rainsford during
fiscal 1994. As described above under the heading, "Management
Compensation," part of Mr. Rainsford's cash compensation with respect
to fiscal 1994 was paid to The Rainsford Development Corporation for
16
<PAGE>
Mr. Rainsford's services. The Company expects that a portion of Mr.
Rainsford's cash compensation with respect to fiscal 1995 will be paid
to the same entity for Mr. Rainsford's services. In addition, the
Company reimburses The Rainsford Development Corporation for certain
travel, secretarial and other expenses incurred on behalf of the
Company. Such reimbursement amounted to $86,932 in fiscal 1994. The
amount of Mr. Rainsford's total cash compensation is not affected by
the fact that part of it is paid to The Rainsford Development
Corporation.
The Company reimburses Maddrey & Associates, a sole proprietorship
of Mr. Maddrey, for certain travel and other expenses incurred on
behalf of the Company. Such reimbursement amounted to $40,856 in fiscal
1994.
In February 1991, each of Mr. Maddrey and Mr. Rainsford entered
into a stock transfer restrictions and right of first refusal agreement
(a "Refusal Agreement") with the Company. Pursuant to each such
Refusal Agreement, Mr. Maddrey or Mr. Rainsford, as the case may be,
granted the Company a specified right of first refusal with respect to
any sale of such individual's shares of the Company's common stock
owned at death for five years after such individual's death. In
connection with the Refusal Agreements, life insurance policies were
established on the lives of Mr. Maddrey and Mr. Rainsford. Under the
life insurance policies on the life of each such individual, $30
million is payable to the Company and $10 million is payable to the
beneficiary or beneficiaries chosen by the individual. Nothing in
either Refusal Agreement restricts the freedom of Mr. Maddrey or Mr.
Rainsford to sell any or all of his shares of the Company's common
stock at any time prior to his death or prevents the Company from
canceling the life insurance policies payable to it for $30 million on
either Mr. Maddrey's or Mr. Rainsford's life. A Refusal Agreement
shall terminate if the life insurance policies payable to the
applicable individual's beneficiaries for $10 million are cancelled by
reason of the Company's failure to pay the premium with respect thereto.
Any transaction entered into between the Company and any officer,
director, principal shareholder or any of their affiliates has been and
will be on terms which the Company then believes comparable to those
which would be available to the Company at such time from
non-affiliated persons and will be in the future subject to the
approval at the time of a majority of the Company's disinterested
directors.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors recommends the ratification of the
appointment of KPMG Peat Marwick LLP, independent certified public
accountants, as auditors for the Company and its subsidiaries for
fiscal 1995 and to audit and report to the shareholders upon the
financial statements of the Company as of and for the period ending
July 1, 1995.
Ernst & Young LLP served as the independent certified public
accountants for the Company and its subsidiaries for fiscal 1994. On
August 19, 1994, the Company disengaged Ernst & Young LLP as principal
accountants for the Company upon completion of the annual audit for the
Company's 1994 fiscal year. The decision to change accountants was
approved by the audit committee of the Company's Board of Directors. On
August 19, 1994 KPMG Peat Marwick LLP was engaged by the Company
pursuant to approval by the Board of Directors as principal accountants
for the Company's 1995 fiscal year, subject to shareholder approval.
17
<PAGE>
In connection with the audits of each of the two fiscal years
ended July 3, 1993 and July 2, 1994, and in the subsequent period
preceding August 19, 1994, the Company had no disagreements with Ernst
& Young LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused Ernst & Young LLP to make reference to the
subject matter of the disagreement in their reports.
The audit reports of Ernst & Young LLP on the consolidated
financial statements of the Company and subsidiaries for the Company's
1993 and 1994 fiscal years did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.
Representatives of each of KPMG Peat Marwick LLP and Ernst & Young
LLP will be present at the Annual Meeting and such representatives of
each such firm will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate
questions which the shareholders may have. Neither of each such firm
nor any of each such firm's members has any relation with the Company
except in each such firm's capacity as auditors or as tax advisors.
The appointment of auditors is approved annually by the Board of
Directors and subsequently submitted to the shareholders for
ratification. The decision of the Board is based on the recommendation
of the Audit Committee.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors was
not aware that any business not described above would be presented for
consideration at the Annual Meeting. If any other business properly
comes before the meeting, it is intended that the shares represented by
proxies will be voted with respect thereto in accordance with the
judgment of the person voting them.
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies in the
accompanying form. In addition to solicitation by mail, proxies may be
solicited by directors, officers and other regular employees of the
Company by telephone, telegram or personal interview for no additional
compensation. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to forward solicitation
material to beneficial owners of the stock held of record by such
persons and the Company will reimburse such persons for reasonable
out-of-pocket expenses incurred by them in so doing. The Company has
engaged Corporate Investor Communications to assist in these contacts
with brokerage houses, custodians, nominees and fiduciaries for an
estimated fee of $4,500 plus reasonable out-of-pocket expenses.
18
<PAGE>
PROPOSALS OF SECURITY HOLDERS
Any shareholder of the Company who desires to present a proposal
at the 1995 Annual Meeting of Shareholders for inclusion in the proxy
statement and form of proxy relating to that meeting must submit such
proposal to the Company at its principal executive offices on or before
June 5, 1995.
FINANCIAL INFORMATION
The Company's fiscal 1994 Annual Report is being mailed to
shareholders on or about October 6, 1994. The Company will provide
without charge to any shareholder of record as of October 1, 1994, and
to each person to whom this Proxy Statement is delivered in connection
with the Annual Meeting of Shareholders, upon written request of such
person, a copy of such fiscal 1994 Annual Report or the Company's
fiscal 1994 annual report on Form 10-K, including financial statements
and financial statement schedules (but excluding exhibits), filed with
the Securities and Exchange Commission. Any such request should be
directed to Delta Woodside Industries, Inc., 233 North Main Street,
Hammond Square, Suite 200, Greenville, South Carolina 29601, Attention:
Jane H. Greer, Vice President and Secretary.
* * *
The above Notice and Proxy Statement are sent by order of the
Board of Directors.
Jane H. Greer, Secretary
Greenville, South Carolina
October 3, 1994
19
<PAGE>
On Page 13 a line graph appears where indicated. Plot points are listed
below:
Jun 89 Jun 90 Jun 91 Jun 92 Jun 93 Jun 94
Delta Woodside Industries Inc. $100 $58 $98 $120 $81 $90
S & P 500 $100 $119 $122 $141 $160 $162
Customized Peer Group $100 $102 $119 $117 $150 $158
<PAGE>
P
R
O
X
Y
PLEASE SIGN
ON REVERSE
SIDE AND
RETURN IN
THE ENCLOSED
POSTAGE-PAID
ENVELOPE
DELTA WOODSIDE INDUSTRIES, INC.
ANNUAL MEETING, NOVEMBER 10, 1994
The undersigned shareholder of Delta Woodside Industries, Inc., a South
Carolina corporation, hereby constitutes and appoints E. Erwin Maddrey, II,
Bettis C. Rainsford and Jane H. Greer, and each of them, attorneys and proxies
on behalf of the undersigned to act and vote at the Annual Meeting of
shareholders to be held at the Dorothy Gunter Theatre in the Peace Center,
101 West Broad Street, Greenville, South Carolina, on November 10, 1994 at
10:30 A.M., and any adjournment or adjournments thereof, and the undersigned
instructs said attorneys to vote:
</TABLE>
<TABLE>
<S> <C> <C>
1. ELECTION OF [ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for all
DIRECTORS marked to the contrary below) nominees listed below
</TABLE>
Messrs. C. C. Guy, J. F. Kane, M. Lennon, E. E. Maddrey, II, B. A. Mickel,
B. Mickel, B. C. Rainsford
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
2. PROPOSAL TO RATIFY SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
AUDITORS OF DELTA WOODSIDE INDUSTRIES, INC. FOR FISCAL 1995
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. At their discretion upon such other matters as may properly come before the
meeting.
A majority of said attorneys and proxies who shall be present and acting as such
at the meeting or any adjournment or adjournments thereof (or, if only one such
attorney and proxy may be present and acting, then that one) shall have and may
exercise all the powers hereby conferred.
(over)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DELTA
WOODSIDE INDUSTRIES, INC. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR ELECTION OF THE DIRECTORS LISTED ON THE REVERSE SIDE OF THIS PROXY AND FOR
APPROVAL OF PROPOSAL 2.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders dated October 3, 1994 and the Proxy Statement furnished
therewith.
Dated this day of , 1994
(Seal)
(Seal)
NOTE: Signature should agree
with name on stock certificate
as printed thereon. Executors,
administrators, trustees and
other fiduciaries should so
indicate when signing.
PLEASE DATE, SIGN AND RETURN THIS PROXY. THANK YOU.
<PAGE>
VOTING INSTRUCTIONS DELTA WOODSIDE INDUSTRIES, INC.
ANNUAL MEETING, NOVEMBER 10, 1994
The undersigned participant in the Employee Retirement Plan of Delta
Woodside Industries, Inc., a South Carolina corporation, hereby directs Jane H.
Greer, trustee of such Plan, to vote the undersigned's proportionate share of
the shares of common
<PAGE>
stock of Delta Woodside Industries, Inc. held by such Plan at the Annual Meeting
of shareholders to be held at the Dorothy Gunter Theatre in the Peace Center,
101 West Broad Street, Greenville, South Carolina, on November 10, 1994 at 10:30
A.M., and any adjournment or adjournments thereof, as follows:
<TABLE>
<S> <C> <C>
1. ELECTION OF [ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for all
DIRECTORS marked to the contrary below) nominees listed below
</TABLE>
Messrs. C. C. Guy, J. F. Kane, M. Lennon, E. E. Maddrey, II, B. A. Mickel,
B. Mickel, B. C. Rainsford
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
2. PROPOSAL TO RATIFY SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
AUDITORS OF DELTA WOODSIDE INDUSTRIES, INC. FOR FISCAL 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. At such trustee's discretion upon such other matters as may properly come
before the meeting.
(over)
PLEASE SIGN
ON REVERSE
SIDE AND
RETURN
<PAGE>
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF DELTA WOODSIDE INDUSTRIES, INC. IF NOT OTHERWISE SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE DEEMED A DIRECTION TO VOTE FOR ELECTION OF THE DIRECTORS
LISTED ON THE REVERSE SIDE OF THESE VOTING INSTRUCTIONS AND FOR APPROVAL OF
PROPOSAL 2.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders dated October 3, 1994 and the Proxy Statement furnished
therewith.
Dated this day of , 1994
(Seal)
(Seal)
NOTE: Please sign exactly as
name appears at left.
PLEASE DATE, SIGN AND RETURN THESE VOTING INSTRUCTIONS. THANK YOU.
