Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED DECEMBER 26, 1998
OR
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM to
Commission file number 1-10095
DELTA WOODSIDE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
South Carolina
57-0535180
(State or other jurisdiction of
(IRS Employer incorporation or organization)
Identification No.)
233 North Main Street, Suite 200
Greenville, South Carolina
29601
(Address of principal executive offices)
(ZIP Code)
Registrant's telephone number, including area code (864) 232-
8301
(Not Applicable)
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of outstanding shares of the issuer's $.01 par
value common stock as of January 27, 1998 was 24,186,900.
PART II
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation
S-K
10.10Letter dated December 14, 1998 to Robert W.
Humphreys
10.11Letter dated December 14, 1998 to Jane H. Greer
(b) The Company filed Form 8-K with date of October
27, 1998.
Item 5. Other Events
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Delta Woodside Industries,
Inc.
Date: August 16, 1999
______________________________
Robert W. Humphreys
Vice President - Finance
December 14, 1998
PERSONAL & CONFIDENTAL
Mr. Robert W. Humphreys
Delta Woodside Industries, Inc.
233 N. Main Street, Suite 200
Greenville, SC 29601
Dear Bob:
You have expressed to me your concern about the potential
negative impact on corporate employees as the result of the
downsizing of Delta Woodside. Further, you have asked if
you will have a job and whether you should plan to "move
on".
It is important to understand where we are as a company. We
have certain assets that are performing very well and some
that are performing horribly. Our Board has adopted the
position that we should not tolerate those bad situations
any longer, and that we should concentrate on the textile
business where most of our experience and expertise lies.
Our plan is to eliminate those businesses that have caused
us problems and, thereby, strengthen our balance sheet.
With a strengthened balance sheet, we will be able to make
significant acquisitions in the textile industry. We do not
know for sure that acquisitions will be available, but we do
know that we will be able to afford them.
A couple of analysts have suggested in print that as we
restructure our company, we could become an acquisition
target. That could be. It is not correct, as some analysts
have said, that our Board plans to liquidate the company.
As corporate management, our job is to increase the value of
our stockholders' investment, whether that means
restructuring or acquiring someone or being acquired.
It is important that you understand your value as a key
member of the Delta Woodside corporate management team, and
that you can manage your job and your departments with
confidence about your own future. Hopefully, you can
concentrate on the executing of our restructuring strategy
and not worry about what the future might bring. I believe
it will take up to two years to finish the restructuring of
Delta Apparel and Duck Head.
Mr. Robert W. Humphreys
Page 2
December 14, 1998
In order to accomplish this, we will need your devotion to
this task and want to eliminate any need for you to "look
over your shoulder" as to what is going to happen to the
company. Therefore, if your job is eliminated because of
downsizing, restructuring, or a change of control between
now and the end of December 2000, you will be paid a
severance equal to two years' salary at the time of
termination, in addition to your regular severance.
This should relieve you from worrying about the future and
also reward you for your services in building the company to
its current state.
I've put a two-year time on this agreement because I believe
we will get all the restructuring completed within that time
frame, and things will be "settled down". If that is not
the case, we will discuss the situation again as we get
close to the end of 2000. We do not want this arrangement
to be open-ended, due to our no contract policy and because
I believe the need for it will go away.
I do not like writing letters like this because they have a
negative tone. We need to look at the future in a positive
way, even though we do not know what it holds for us. I am
very positive about the future and I hope this arrangement
will eliminate your personal concerns about the future.
Thanks again for all you have done for Delta Woodside over
the years, and for your continued efforts in the future.
Best regards.
Sincerely yours,
E. Erwin Maddrey, II
President & CEO
EEM:hw
December 14, 1998
PERSONAL & CONFIDENTAL
Ms. Jane H. Greer
Delta Woodside Industries, Inc.
233 N. Main Street, Suite 200
Greenville, SC 29601
Dear Jane:
You have expressed to me your concern about the potential
negative impact on corporate employees as the result of the
downsizing of Delta Woodside. Further, you have asked if
you will have a job and whether you should plan to "move
on".
It is important to understand where we are as a company. We
have certain assets that are performing very well and some
that are performing horribly. Our Board has adopted the
position that we should not tolerate those bad situations
any longer, and that we should concentrate on the textile
business where most of our experience and expertise lies.
Our plan is to eliminate those businesses that have caused
us problems and, thereby, strengthen our balance sheet.
With a strengthened balance sheet, we will be able to make
significant acquisitions in the textile industry. We do not
know for sure that acquisitions will be available, but we do
know that we will be able to afford them.
A couple of analysts have suggested in print that as we
restructure our company, we could become an acquisition
target. That could be. It is not correct, as some analysts
have said, that our Board plans to liquidate the company.
As corporate management, our job is to increase the value of
our stockholders' investment, whether that means
restructuring or acquiring someone or being acquired.
It is important that you understand your value as a key
member of the Delta Woodside corporate management team, and
that you can manage your job and your departments with
confidence about your own future. Hopefully, you can
concentrate on the executing of our restructuring strategy
and not worry about what the future might bring. I believe
it will take up to two years to finish the restructuring of
Delta Apparel and Duck Head.
Ms. Jane H. Greer
Page 2
December 14, 1998
In order to accomplish this, we will need your devotion to
this task and want to eliminate any need for you to "look
over your shoulder" as to what is going to happen to the
company. Therefore, if your job is eliminated because of
downsizing, restructuring, or a change of control between
now and the end of December 2000, you will be paid a
severance equal to two years' salary at the time of
termination, in addition to your regular severance.
This should relieve you from worrying about the future and
also reward you for your services in building the company to
its current state.
I've put a two-year time on this agreement because I believe
we will get all the restructuring completed within that time
frame, and things will be "settled down". If that is not
the case, we will discuss the situation again as we get
close to the end of 2000. We do not want this arrangement
to be open-ended, due to our no contract policy and because
I believe the need for it will go away.
I do not like writing letters like this because they have a
negative tone. We need to look at the future in a positive
way, even though we do not know what it holds for us. I am
very positive about the future and I hope this arrangement
will eliminate your personal concerns about the future.
Thanks again for all you have done for Delta Woodside over
the years, and for your continued efforts in the future.
Best regards.
Sincerely yours,
E. Erwin Maddrey, II
President & CEO
EEM:hw
