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
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[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)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Scheule 14A.
[ ] $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 transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
* Set forth amount on which the filing fee is calculated and
state how it was determined.
4) Proposed maximum value of transaction
5) Total fee paid
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(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:
DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite
200 Greenville, South Carolina 29601
Telephone (803) 232-8301
DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite 200
Greenville, South Carolina 29601
Telephone (864) 232-8301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 7, 1996
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 Peace Center for the
Performing Arts, Dorothy Gunter Theater, 101 West Broad Street,
Greenville, South Carolina, on November 7, 1996, 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
1997; 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 September 16,
1996 as the record date for the determination of the 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 September 16, 1996 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,
/s/Jane H. Greer
Jane H. Greer
Secretary
September 24, 1996
DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite 200
Greenville, South Carolina 29601
Telephone (864) 232-8301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 7, 1996
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 Peace Center for the Performing
Arts, Dorothy Gunter Theater, Greenville, South Carolina at 10:30
a.m. on Thursday, November 7, 1996. The approximate date of
mailing this Proxy Statement and the accompanying proxy is
September 27, 1996.
Only shareholders of record at the close of business on
September 16, 1996 are entitled to receive notice of and to vote
at the Annual Meeting. As of such date, there were outstanding
24,511,309 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, FOR ratification of the
appointment of KPMG Peat Marwick LLP as independent auditors for
the Company for fiscal 1997, 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 September
16, 1996 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 for quorum purposes, but have no effect on the
votes respecting the matters to be voted upon at the meeting.
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 (63) Retired Businessman 1984
Shelby, North Carolina (2) (9) (10)
Dr. James F. Kane (64) Dean Emeritus of the College of 1986
Business Administration of the
University of South Carolina
Columbia, South Carolina (3) (9) (10)
Dr. Max Lennon (55) President of Mars Hill College 1986
Mars Hill, North Carolina (4) (9) (10)
E. Erwin Maddrey, II (55) President and Chief Executive 1984
Officer of the Company (5)
Buck A. Mickel (40) Vice President of Micco Corporation, 1984
Greenville, South Carolina (6) (10)
Buck Mickel (70) Chairman of the Board and Chief 1987
Executive Officer of RSI Holdings, Inc.
Greenville, South Carolina (7) (10)
Bettis C. Rainsford (45) Executive Vice President, Chief 1984
Financial Officer and Treasurer
of the Company (8)
(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 a director of RSI Holdings, Inc.,
and from before the RSI Merger he also served as President of RSI
Holdings, Inc. until January 1995. RSI Holdings, Inc. until 1992
was engaged in the sale of outdoor power equipment, until 1994
was engaged in the sale of turf care products and currently is
seeking new 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,
among other matters, was engaged in the office supply business,
as well as the businesses of selling outdoor power equipment and
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 was President and Chief
Executive Officer of Eastern Foods, Inc., which is engaged in the
business of manufacturing and distributing food products, from
August 1994 until March 1996. He commenced service in March 1996
as President of Mars Hills College. 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 served as
Vice President and a director of RSI Holdings, Inc. from before
the RSI Merger until January 1995 and served as Vice President of
RSI Corporation from October 1983 until November 1989.
(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 and Liberty Corporation.
(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. Mr.
Rainsford also serves as a director of Martin Color-fi, Inc.
(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 five times during the fiscal year ended June 29, 1996.
The Compensation Committee of the Company met two times 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 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
grants 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 following table sets forth certain information as of
September 16, 1996, regarding the beneficial ownership of the
Company's common stock by (i) persons beneficially owning in any
case 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) 3,230,567 13.2%
233 North Main Street
Hammond Square, Suite 200
Greenville, SC 29601
Bettis C. Rainsford (2) 3,180,999 13.0%
108-1/2 Courthouse Square
Post Office Box 388
Edgefield, SC 29824
Buck A. Mickel (3) (4) (16) 1,566,992 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 1,568,616 6.4%
Minor H. Mickel(4) (5) (16)
415 Crescent Avenue
Greenville, SC 29605
Minor M. Shaw (4) (6) 1,520,255 6.2%
Post Office Box 795
Greenville, SC 29602
Charles C. Mickel (4) (7) 1,496,434 6.1%
Post Office Box 6721
Greenville, SC 29606
C. C. Guy (8) (16) 40,490 (15)
James F. Kane (9) (16) 8,224 (15)
Max Lennon (10) (16) 6,217 (15)
Jane H. Greer (11) 27,093 (15)
Douglas J. Stevens (12) 19,613 (15)
Brenda L. Jones (13) 1,855 (15)
All directors and executive officers
as a group (10 Persons) (14) 8,959,733 36.6%
(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 10,296
shares allocated to Mr. Maddrey's account in the Company's
Employee Stock Purchase Plan, 431,470 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 945 shares
allocated to the account of Mr. Maddrey per the latest report of
the Company's Employee Retirement Plan for fiscal 1995. The
allocation to employees of the fiscal 1996 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.
(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 47,945 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,
and approximately 68 shares allocated to the account of Mr.
Rainsford per the latest report of the Company's Employee
Retirement Plan for fiscal 1995. The allocation to employees of
the fiscal 1996 contribution to such plan has not been completed.
Mr. Rainsford is not vested in any shares allocated to his
account in the Company's Employee Retirement Plan.
(3) Buck A. Mickel is a director of the Company. The number
of shares shown as beneficially owned by Buck A. Mickel includes
326,358 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 and Buck A. Mickel
directly own 116,854 shares and 326,358 shares, respectively, of
the Company's common stock. Charles C. Mickel, directly or as
custodian for his son, owns 255,700 shares 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 211,128 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
14,643 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 and with respect to the
3,000 shares of the Company's common stock held by him as
custodian for his son. 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 211,128 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 14,643 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 255,700 shares owned by him directly
or as custodian for his son, 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.
(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 1,085 shares allocated to her account per
the latest report of the Company's Employee Retirement Plan for
fiscal 1995. The allocation to employees of the fiscal 1996
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. Excluded from the table are
22,500 unissued shares covered by stock options which are not
exercisable within 60 days after September 16, 1996.
(12) Mr. Stevens is Controller and Assistant Secretary of the
Company. The number of shares shown as beneficially owned by Mr.
Stevens includes approximately 238 shares allocated to his
account per the latest report of the Company's Employee
Retirement Plan for fiscal 1995. The allocation to employees of
the fiscal 1996 contribution to such plan has not been completed.
Mr. Stevens is fully vested in the shares allocated to his
account in the Company's Employee Retirement Plan. Also included
are 12,250 unissued shares which can be acquired by the exercise
of options exercisable within 60 days of September 16, 1996, but
excluded are 10,250 unissued shares covered by options which are
not exercisable within 60 days after September 16, 1996.
(13) Ms. Jones is Assistant Secretary of the Company. The
number of shares shown as beneficially owned by Ms. Jones
includes approximately 155 shares allocated to her account per
the latest report of the Company's Employee Retirement Plan for
fiscal 1995. The allocation to employees of the fiscal 1996
contribution to such plan has not been completed. Ms. Jones is
fully vested in the shares allocated to her account in the
Company's Employee Retirement Plan. Also included are 1,500
unissued shares which can be acquired by the exercise of options
exercisable within 60 days of September 16, 1996. Excluded from
the table are 500 unissued shares covered by options which are
not exercisable within 60 days after September 16, 1996.
(14) Includes all shares deemed to be beneficially owned by
any director or executive officer. Includes 549,701 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 13,750 non-issued shares subject
to employee stock options held by executive officers which are
exercisable within 60 days or less, but excludes 33,250 non-
issued shares subject to employee stock options held by executive
officers which are not exercisable within 60 days.
(15) Less than one percent.
(16) The number of shares shown in the table excludes the
shares with approximate value of $10,000 per person to be
acquired in October 1996, as described in "Management
Compensation-Director Compensation."
EXECUTIVE OFFICERS
The following provides certain information regarding the
executive officers of the Company.
Name and Age Position
E. Erwin Maddrey, II (55) President and Chief Executive Officer (1)
Bettis C. Rainsford (45) Executive Vice President, Chief Financial
Officer and Treasurer (1)
Jane H. Greer (58) Vice President and Secretary (2)
Douglas J. Stevens (63) Controller and Assistant Secretary (3)
Brenda L. Jones (50) 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.
(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.
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 1996 in excess of $100,000 (the
"Named Executives") during the fiscal years ended June 29, 1996,
July 1, 1995 and July 2, 1994 .
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Other Awards All
Annual Securities Other
Compen- Underlying Compen-
Name and Salary Bonus sation Options/SARs sation
Principal Position Year ($)(a) ($)(a)(b) ($)(c) (#)(d) ($)
<S> <C> <C> <C> <C> <C> <C>
E. Erwin Maddrey,II, 1996 500,000 0 0 0 47,571(h)(l)(m)
President & Chief 1995 492,311 0 0 0 34,678(h)(l)(m)
Executive Officer 1994 450,021 0 0 0 30,125(h)(l)(m)
Bettis C. Rainsford, 1996 450,000(e) 0 0 0 15,074(i)(l)(m)
Executive VP, CFO, 1995 442,308(e) 0 0 0 14,450(i)(l)
& Treasurer 1994 400,000(e) 0 0 0 13,838(i)(l)
Jane H. Greer, 1996 138,769 18,000 7,567 22,500(f) 878(j)(m)
Vice President 1995 131,077 22,000 12,587 0 864(j)(m)
& Secretary 1994 126,000 17,250 17,315 10,000 (f) 2,827(j)(m)
Douglas J. Stevens, 1996 126,923 18,000 6,229 7,500(g) 1,723(k)(m)
Controller & 1995 106,539 20,000 9,350 0 837(k)(m)
Asst. Secretary 1994 102,885 12,228 17,315 10,000(g) 1,991(k)(m)
(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) Of this amount $150,000 was paid to The Rainsford
Development Corporation, a company wholly owned by Mr. Rainsford.
(f) During fiscal 1996, Ms. Greer was granted an option
covering 22,500 shares under the Company's Stock Option Plan.
During fiscal 1994, Ms. Greer was granted an award covering
10,000 shares under the Company's Incentive Stock Award Plan.
(g) During fiscal 1996, Mr. Stevens was granted an option
covering 7,500 shares under the Company's Stock Option Plan.
During fiscal 1994, Mr. Stevens was granted an award covering
10,000 shares under the Company's Incentive Stock Award Plan.
(h) The fiscal 1996 amount represents $33,825 premium paid by
the Company for $10 million of life insurance on the life of Mr.
Maddrey, $549 allocated to Mr. Maddrey's account under the
Company's Employee Retirement Plan (the "Retirement Plan"), $32
received for a safety award, and $13,165 contributed by the
Company to the Company's deferred compensation plan as payment
for the amount of Company contributions to the Retirement Plan
for fiscal years 1992 through 1994 that were not made for Mr.
Maddrey because of Internal Revenue Code contribution
limitations. The fiscal 1995 amount represents $33,750 premium
paid for such life insurance and $928 allocated to Mr. Maddrey's
account under the Retirement Plan. The fiscal 1994 amount
represents $26,838 premium paid for such life insurance and
$3,287 allocated to Mr. Maddrey's account under the Retirement
Plan.
(i) The fiscal 1996 amount represents $14,525 premium paid by
the Company for $10 million of life insurance on the life of Mr.
Rainsford and $549 allocated to Mr. Rainsford's account under the
Retirement Plan. The fiscal 1995 and fiscal 1994 amounts
represent premiums paid for such life insurance. Fiscal 1995 was
the first year in which Mr. Rainsford participated in the
Retirement Plan.
(j) Of the fiscal 1996 amount, $537 was allocated to Ms.
Greer's account under the Retirement Plan, $309 was contributed
by the Company to the Company's deferred compensation plan to
equal the amount the Company would have contributed to the
Company's 401(k) plan for Ms. Greer with respect to her
compensation deferred under the deferred compensation plan, and
$32 was received for a safety award. Of the fiscal 1995 amount,
$590 was allocated to Ms. Greer's account under the Retirement
Plan, and $274 was contributed by the Company to the Company's
deferred compensation plan to equal the amount the Company would
have contributed to the Company's 401(k) plan for Ms. Greer with
respect to her compensation deferred under the deferred
compensation plan. The fiscal 1994 amount represents the
allocation to Ms. Greer's account under the Retirement Plan.
(k) Of the fiscal 1996 amount, $357 was allocated to Mr.
Stevens' account under the Retirement Plan, and $762 and $604
were contributed by the Company to the Company's deferred
compensation plan to equal the amount the Company would have
contributed to the Company's 401(k) plan and Retirement Plan,
respectively, for Mr. Stevens with respect to his compensation
deferred under the deferred compensation plan. Of the fiscal
1995 amount, $352 was allocated to Mr. Stevens' account under the
Retirement Plan, $324 was contributed by the Company to the
Company's deferred compensation plan to equal the amount the
Company would have contributed to the Company's 401(k) plan for
Mr. Stevens with respect to his compensation deferred under the
deferred compensation plan, and $161 was earned on Mr. Stevens'
deferred compensation at a rate in excess of 120% of the Federal
mid-term rate. Of the fiscal 1994 amount, $1,689 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.
(l) The Company pays the premiums due for life insurance
policies that total $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 First Refusal
Agreements described in this Proxy Statement under the heading
"Related Party Transactions."
(m) 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, Ms. Greer and Mr. Stevens are vested
in the amounts allocated to their accounts, but Mr. Rainsford is
not vested in the amount 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.
Option/SAR Grants in the Last Fiscal Year
The following table provides certain information respecting the
grant to any Named Executive during fiscal 1996 of awards under
the Company's Incentive Stock Award Plan or 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>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
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 22,500(a)(b) 8.73 3.375 6.75 1/29/01(a) 75,938 117,898 168,659
Douglas J.
Stevens 7,500(a)(b) 2.91 3.375 6.75 1/29/01(a) 25,313 39,299 56,220
(a) These represent shares covered by an option granted during
fiscal 1996 under the Company's Stock Option Plan, pursuant to
which a participant is granted the right to acquire shares of the
Company's Common Stock for an exercise price per share which will
be not less than one half of the fair market value on the date of
the grant. Each option granted under the Plan sets forth the
circumstances under which all or part of the option can be
exercised. The expiration date set forth in the table is the
termination date for the option.
(b) The option will become exercisable with respect to 25% of
the shares covered by the option on January 29, 1997, and with
respect to an additional 25% of the shares covered by the option
on each anniversary of January 29, 1997, provided that the
participant is an employee of the Company on the relevant dates.
Additional terms and conditions are set forth in the option
relating to the exercise of options 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 termination date.
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 1996 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 Realized (#) ($)(a)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
Jane H.
Greer 9,500 32,605 -0- 22,500 -0- 42,188
Douglas J.
Stevens 2,000 10,480 12,250 10,250 -0- 14,063
(a) Based on the closing sales price of $5.25 per share on July
1, 1996.
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, after the death of a director, the Company will make an
aggregate donation of $500,000, to be paid in 10 annual
installments commencing no later than six months after the
director's death, 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.
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, on 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.
On Page 13 a line graph appears where indicated. Plot points are listed
below:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG DELTA WOODSIDE INDUSTRIES, INC.,
S&P 500 STOCK INDEX & PEER GROUP
Cumulative Total Return
6/91 6/92 6/93 6/94 6/95 6/96
Delta Woodside Inds Inc New 100 122 85 91 61 43
PEER GROUP 100 134 132 135 131 134
S&P 500 100 113 129 131 165 208
This Performance Graph assumes that $100 was invested in the
common stock of Delta Woodside Industries, Inc. and comparison
groups on June 30, 1991 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.
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 1996 that included both fixed
and performance-based components. The Other Officers'
compensation consisted of the following elements: base salary,
cash bonuses, the vesting of awards under the Incentive Stock
Award Plan, and the granting and 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 1996, the total cash bonuses awarded to the two Other
Officers named in the Summary Compensation Table above amount to
14% 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 and amended by approval of the shareholders in
November 1995. Awards made under this plan to the Other Officers
have been structured so that sixty percent of each individual's
award will vest by remaining in service with the Company through
predetermined anniversary dates and up to forty percent of each
individual's award will vest if the Company meets specified
performance targets respecting cumulative 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 and amended by approval of the shareholders in November
1995. 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 1996 the
compensation of such officers consisted of base salary only. No
cash bonuses were paid to either of these officers for fiscal
1996.
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. In the
Committee's judgment, these factors did not support the award of
a cash bonus for fiscal 1996 to the Chief Executive Officer or
the Chief Financial Officer.
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
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee of
the Company's Board of Directors during fiscal 1996: 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, space
for its benefits department, purchasing department and financial
accounting department, and space for its printing operation, from
a corporation (Hammond Square, Ltd.), one half 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 the directors and executive officers of
Hammond Square, Ltd. The lease of the Company's principal office
space and space for its benefits department, purchasing
department and financial accounting department is for a term of
approximately ten years expiring in 1997, covers approximately
11,666 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
Company paid an aggregate of approximately $239,096 in rent and
other expenses under these leases during fiscal 1996.
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 1996 the Company
made lease payments in the amount of $33,939. 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, $12,147 was paid to Mr.
Rainsford during fiscal 1996. As described above under the
heading "Management Compensation," part of Mr. Rainsford's cash
compensation with respect to fiscal 1996 was paid to The
Rainsford Development Corporation for Mr. Rainsford's services.
The Company expects that a portion of Mr. Rainsford's cash
compensation with respect to fiscal 1997 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 $74,081 in fiscal 1996.
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 $42,689 in fiscal 1996.
In February 1991, each of Mr. Maddrey and Mr. Rainsford entered
into a stock transfer restrictions and right of first refusal
agreement (a "First Refusal Agreement") with the Company.
Pursuant to each such First 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 First 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 First 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 First 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 premiums 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 1997 and to audit and report to the
shareholders upon the financial statements of the Company as of
and for the period ending June 28, 1997.
KPMG Peat Marwick LLP was engaged by the Company on August 19,
1994, pursuant to approval by the Board of Directors and
subsequent ratification by the shareholders, as principal
accountants for the Company's 1995 fiscal year. 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.
In connection with the audit of the fiscal year ended 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 procedure, 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 connection with their report.
The audit report of Ernst & Young LLP on the consolidated
financial statements of the Company and subsidiaries for the
Company's 1994 fiscal year 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 KPMG Peat Marwick LLP will be present at the
Annual Meeting and such representatives 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 the firm nor any of its members has any relation
with the Company except in the firm's capacity as auditors or as
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 or persons
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.
PROPOSALS OF SECURITY HOLDERS
Any shareholder of the Company who desires to present a
proposal at the 1997 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 May 27, 1997.
FINANCIAL INFORMATION
The Company's fiscal 1996 Annual Report is being mailed to
shareholders on or about September 27, 1996. The Company will
provide without charge to any shareholder of record as of
September 16, 1996, and to each person to whom this Proxy
Statement is delivered in connection with the Annual Meeting of
Shareholders, upon written request of such shareholder or person,
a copy of such fiscal 1996 Annual Report or the Company's fiscal
1996 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
September 24, 1996
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 7, 1996
The undersigned shareholder of Delta Woodside
Industries,Inc., a SouthCarolina corporation, hereby constitutes
and appoints E.Erwin Maddrey, II,Bettis C. Rainsford and Jane H.
Greer, and each of them, attorneys and proxieson behalf of the
undersigned to act and vote at the Annual Meeting of shareholders
to be held at the Dorthy Gunter Theater, 101 West Broad Street,
Greenville, South Carolina, on November 7, at 10:30 A.M., and any
adjournment or adjournments thereof, and the undersignedinstructs
said attorneys to vote:
</TABLE>
<TABLE>
<S> <C> <C>
1. ELECTION OF [ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for
DIRECTORS marked to the contrary below) all 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 1997
[ ] 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)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF DELTA WOODSIDE INDUSTRIES, INC. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE DEEMED TO GRANT AUTHORITY TO VOTE, AND 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, 1995 and the
Proxy Statement furnished therewith.
Dated this day of, 1995
(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.
VOTING INSTRUCTIONS DELTA WOODSIDE INDUSTRIES, INC.
ANNUAL MEETING, NOVEMBER 7, 1996
The undersigned participant in the Employee Retirement Plan
of DeltaWoodside 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 stock of Delta Woodside Industries, Inc. held by such Plan
at the Annual Meeting of shareholders to be held at the Dorthy
Gunter Theater, 101 West Broad Street, Greenville, South
Carolina, on November 7, 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
DIRECTOR marked to the contrary below) all 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 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. At their discretion upon such other matters as may
properly come before the meeting.
PLEASE SIGN
ON REVERSE
SIDE AND
RETURN
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 September 24, 1996
andthe Proxy Statement furnished therewith.
Dated this day of , 1995
(Seal)
(Seal)
NOTE:Please sign exactly as name appears at left.
PLEASE DATE, SIGN AND RETURN THESE VOTING INSTRUCTIONS.
THANK YOU.
