UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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Delta Woodside Industries, Inc.
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(Name of issuer)
Common Stock
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(Title Class of Securities)
247909 10 4
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(Cusip Number)
Bettis C. Rainsford, 108 Courthouse Square, P.O. Box 388
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Edgefield, South Carolina 29824 (803) 637-5304
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13(d)-1(f) or 13(d)-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 247909 10 4 SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BETTIS C. RAINSFORD
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 3,193,400 (13.4%)
OWNED BY 8. SHARED VOTING POWER
EACH -0-
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,193,400 (13.4%)
WITH: 10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,193,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D - AMENDMENT NO. 5
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The undersigned hereby amends the Statement on Schedule 13D, dated November
15, 1989 (filed November 27, 1989), as amended (the "Statement"), filed by the
undersigned, relating to the shares of Common Stock (the "Common Stock"), of
Delta Woodside Industries, Inc., a South Carolina corporation (the "Company"),
as set forth below. Notwithstanding such amendment, each prior text of the
Statement speaks as of the date thereof. Unless otherwise indicated, all
capitalized terms used herein shall have the same meaning as set forth in the
Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2(c) is hereby amended in its entirety as follows:
Until October 1, 1999, Mr. Rainsford was the Executive Vice President,
Treasurer and Chief Financial Officer of the Company. Mr. Rainsford continues to
be a director of the Company.
Mr. Rainsford also currently serves as the President of the Rainsford
Development Corporation.
ITEM 4. PURPOSE OF THE TRANSACTION
The following information replaces in full the material previously set
forth under Item 4:
Mr. Rainsford has owned most of the Common Stock of the Company that he
currently owns for more than ten years. Mr. Rainsford is filing this amendment
to disclose the fact that Mr. Rainsford is considering the possibility of making
an offer to purchase those shares of the Common Stock of the Company that he
does not currently own. The terms and financing for any such offer have not yet
been established by Mr. Rainsford.
Mr. Rainsford is considering making this offer because of his strong
disagreement with the recently announced decision by the Board to spin-off Delta
Apparel Company and Duck Head Apparel Company. Mr. Rainsford has significant
concerns regarding the tax ramifications to the Company's shareholders of the
recently announced spin-offs as well as significant concerns regarding the value
and liquidity of the spun-off shares after the spin-off.
The Board of Directors of the Company was aware of Mr. Rainsford's strong
disagreement with the recently announced spin-offs as well as the possibility of
his making an offer to purchase the Company prior to its adoption on December 9,
1999, of new Bylaws containing anti-takeover provisions and an anti-takeover
Shareholder Rights Plan. Mr. Rainsford strongly objected to the adoption of
these measures.
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In his capacity as an officer, director and significant Shareholder of the
Company, Mr. Rainsford has discussed and proposed, a variety of alternatives as
to how best to restructure the Company. If certain alternatives proposed by Mr.
Rainsford are pursued and consummated, such a transaction could result in a
substantial change in the Company's corporate organization and operations,
including particularly the possible sale of the Delta Apparel and/or the Duck
Head divisions.
Mr. Rainsford may modify or change his intentions based upon developments
in the Company's business, discussions with the Company, actions of management
or a change in market or other conditions or other factors. Mr. Rainsford will
continually consider modifications of his position, or may take other steps,
change his intentions, or trade in the Company's securities at any time, or from
time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following information replaces in full the material previously set
forth under Items 5(a), 5(b), 5(c), and 5(d):
a. Aggregate number and percentage of class of securities beneficially
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owned by reporting person:
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Number of Shares Percentage
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3,193,400* 13.4%
*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 167
shares allocated to the account of Mr. Rainsford in the 401(k) Plan, for which
Mr. Rainsford has the right to direct the trustee of the 401(k) Plan as to how
to vote.
b. Number of shares as to which there is:
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(i) Sole power to vote or to direct the vote:
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3,193,400
(ii) Shared power to vote or direct the vote:
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-0-
(iii) Sole power to dispose or to direct the disposition:
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3,193,400
(iv) Shared power to dispose or to direct the disposition:
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-0-
(v) Parties with whom stock powers are shared:
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Not applicable.
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c. Description of transactions in the class of securities effected
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since the last filing or the last 60 days (whichever is the lesser
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of the two time periods):
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On October 18, 1999, Mr. Rainsford acquired 4,302 shares of
the Common Stock from the Company. These shares were part of
a 1999 award grant to Mr. Rainsford under the Company's
Incentive Stock Award Plan. These shares were acquired from
the Company for $0.01 per share.
d. Statement regarding right of any other person to receive or the
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power of any other person to direct the receipt of dividends from,
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or the proceeds from the sale of, such securities:
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Item 5(d) is hereby amended in its entirety as follows:
Mr. Rainsford has pledged a total of 2,757,986 shares of Common
Stock to three commercial banks, Carolina First Bank, Regions Bank
and SouthTrust Bank, N.A., as security for certain loans. Under
the loan agreements, in certain circumstances, the Banks have the
right to receive proceeds from the sale of the shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As discussed in Item 5, Mr. Rainsford has pledged a total of 2,757,986
shares of Common Stock to three commercial banks, Carolina First Bank, Regions
Bank and SouthTrust Bank, N.A., as security for certain loans.
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After reasonable inquiry and to the best of my knowledge and belief, I
Certify that the information set forth in this statement is true, complete
and correct.
/s/ Bettis C. Rainsford
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Bettis C. Rainsford
Dated as of: December 14, 1999
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