SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 1999
-------------------
DELTA WOODSIDE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 1-10095 57-0535180
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
233 N. 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
--------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On December 30, 1999:
- Delta Apparel, Inc. ("Delta Apparel"), an indirect wholly-owned
subsidiary of Delta Woodside Industries, Inc. ("Delta Woodside"),
filed with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
a Form 10 (General Form for Registration of Securities Pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934) (the
"Delta Apparel Form 10") to register the shares of common stock (the
"Delta Apparel Shares") of Delta Apparel to be distributed by Delta
Woodside to the stockholders of Delta Woodside on a pro rata basis
when the Delta Apparel distribution described in the Delta Apparel
Form 10 occurs; and
- DH Apparel Company, Inc. (to be renamed Duck Head Apparel Company,
Inc.) ("Duck Head"), an indirect wholly-owned subsidiary of Delta
Woodside, filed with the SEC under the Exchange Act a Form 10 (the
"Duck Head Form 10") to register the shares of common stock (the "Duck
Head Shares") of Duck Head to be distributed by Delta Woodside to the
stockholders of Delta Woodside on a pro rata basis when the Duck Head
distribution described in the Duck Head Form 10 occurs.
The following portions of the Information Statement of Delta Apparel,
included as Exhibit 99.1 to the Delta Apparel Form 10, are incorporated herein
by reference: "The Delta Apparel Distribution", "Relationships Among Delta
Apparel, Delta Woodside and Duck Head" and "Interests of Directors and Executive
Officers in the Delta Apparel Distribution". This information that is
incorporated herein by reference is included as Exhibit 99.3 to this Report.
The following portions of the Information Statement of Duck Head, included
as Exhibit 99.1 to the Duck Head Form 10, are incorporated herein by reference:
"The Duck Head Distribution", "Relationships Among Duck Head, Delta Woodside and
Delta Apparel" and "Interests of Directors and Executive Officers in the Duck
Head Distribution". This information that is incorporated herein by reference
is included as Exhibit 99.4 to this Report.
Delta Woodside currently anticipates that in January or February 2000 its
Board of Directors will declare the record date for the Delta Apparel
distribution and the record date for the Duck Head distribution. Delta Woodside
currently anticipates that the record date for each distribution will be a date
in February 2000, and that each distribution will occur on a date in early March
2000. Delta Woodside anticipates that the Delta Apparel distribution will occur
as soon as reasonably practicable following the record date for the Delta
Apparel distribution and that the Duck Head distribution will occur as soon as
reasonably practicable following the record date for the Duck Head distribution.
<PAGE>
Completion of the Delta Apparel distribution is conditioned on several
matters, including:
- Delta Apparel entering into credit facilities satisfactory to it;
- The Delta Woodside Board receiving an opinion satisfactory to it as to
the solvency of Delta Apparel at the time of the Delta Apparel
distribution; and
- Delta Mills, Inc. (an indirect wholly-owned subsidiary of Delta
Woodside) receiving an opinion satisfactory to it that the sale by it
to Delta Apparel of the Rainsford yarn plant in Edgefield, South
Carolina including related inventory is fair from a financial point of
view to the holders of Delta Mills, Inc.'s 9-5/8% Senior Notes in the
principal amount of $150 million.
Completion of the Duck Head distribution is conditioned on several matters,
including:
- Duck Head entering into credit facilities satisfactory to it; and
- The Delta Woodside Board receiving an opinion satisfactory to it as to
the solvency of Duck Head at the time of the Duck Head distribution.
As previously announced, Delta Woodside is in the process of transferring
various corporate functions to its three operating divisions (Delta Mills
Marketing Company, Duck Head Apparel Company and Delta Apparel Company). Upon
the complete transfer of these functions or at the time of the spin-offs (as
appropriate), the current executive officers of Delta Woodside will resign their
positions with Delta Woodside, and William F. Garrett, who currently heads the
Delta Mills Marketing Company division, will become President and Chief
Executive Officer of the remaining Delta Woodside (the operations of which will
consist solely of the Delta Mills Marketing Company business).
Following completion of the spin-offs, Delta Woodside intends to propose to
its stockholders the adoption of a new Delta Woodside stock option plan and a
new Delta Woodside incentive stock award plan pursuant to which significant
equity incentives could be granted to the new management of Delta Woodside.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Although pro forma financial statements are not required to be
included in this filing by the instructions to Form 8-K, Delta Woodside has
elected to include pro forma financial statements for Delta Woodside in this
filing because each of the Delta Apparel Form 10 and the Duck Head Form 10
includes pro forma financial statements, and Delta Woodside believes that pro
forma statements for Delta Woodside that correspond to the pro forma statements
included in the Delta Apparel Form 10 and the Duck Head Form 10 would be helpful
to Delta Woodside's stockholders.
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
information has been prepared from and should be read in conjunction with the
historical financial statements and the related notes thereto of Delta Woodside
incorporated by reference into Delta Woodside's Form 10-K for the fiscal year
ended July 3, 1999, and the historical financial statements and the related
notes thereto of Delta Woodside included in Delta Woodside's Form 10-Q for the
three months ended October 2, 1999.
The unaudited pro forma condensed consolidated balance sheet has been
prepared to give effect to the following transactions as if they occurred on
October 2, 1999:
- The contribution to equity of intercompany debt owed by Delta Apparel
to its parents, the contribution to equity of intercompany debt owed
by Duck Head to its parents and the distribution of Delta Apparel
common stock and Duck Head common stock to existing Delta Woodside
stockholders.
- The refinancing of current existing debt by Delta Apparel and Duck
Head.
- The purchase of the net assets of the Rainsford plant by Delta Apparel
from Delta Mills.
The unaudited pro forma condensed consolidated statements of operations
for the year ended July 3, 1999 and for the three months ended October 2, 1999
give effect to the following transactions as if they had occurred at the
beginning of the fiscal year ended July 3, 1999:
- The distribution of Delta Apparel common stock and Duck Head common
stock to existing Delta Woodside stockholders.
- The elimination of corporate expenses associated with a multidivision
operation.
- The reduction in interest expense associated with the debt assumed or
repaid by Delta Apparel and Duck Head.
- The interest income on the cash balance generated by the sale of the
Rainsford plant.
Delta Woodside believes that the assumptions used provide a reasonable
basis on which to present the unaudited pro forma condensed consolidated
financial statements. Delta Woodside is providing the unaudited pro forma
condensed consolidated financial statements for informational purposes only.
These pro forma condensed consolidated financial statements should not be
construed to be indicative of Delta Woodside's results of operations or
financial position had the transactions and events described above been
consummated on the dates assumed. These pro forma condensed consolidated
financial statements also do not project the results of operations or financial
position for any future period or date.
<PAGE>
<TABLE>
<CAPTION>
DELTA WOODSIDE INDUSTRIES, INC.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS AT OCTOBER 2, 1999
(IN THOUSANDS)
Pro Forma Pro Forma
Historical Adjustments As Adjusted
----------- ------------------------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 32,010 $ 13,238 (1) $ 45,248
Accounts receivable
Factor 56,005 56,005
Customer 308 5,000 (2) 5,308
----------- -------------- -----------
56,313 5,000 61,313
Less allowances for doubtful accounts and returns 139 139
----------- -------------- -----------
56,174 5,000 61,174
Inventories:
Finished goods 9,581 9,581
Work in process 27,464 27,464
Raw material and supplies 7,159 7,159
----------- -------------- -----------
44,204 0 44,204
Net current assets of discontinued operations 50,381 (49,706) (3) 675
Deferred income taxes 2,186 (2,186) (5) 0
Prepaid expenses and other current assets 967 967
----------- -------------- -----------
Total current assets 185,922 (33,654) 152,268
Property, plant and equipment
Cost 166,607 166,607
Accumulated depreciation 68,516 68,516
----------- -------------- -----------
98,091 0 98,091
Noncurrent assets of discontinued operations 41,441 (41,152) (3) 289
Noncurrent deferred income taxes 1,257 (5) 1,257
Other assets 7,469 7,469
----------- -------------- -----------
Total Assets $ 332,923 ($73,549) $ 259,374
=========== ============== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DELTA WOODSIDE INDUSTRIES, INC.
UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS AT OCTOBER 2, 1999
(IN THOUSANDS)
Pro Forma Pro Forma
Historical Adjustments As Adjusted
------------ -----------------------------
<S> <C> <C> <C>
LIABILITIES
Current liabilities
Trade accounts payable 11,442 11,442
Accrued and sundry liabilities 18,069 (530) (3) 17,539
Deferred income taxes 641 (5) 641
Current portion of long-term debt 6,634 (6,634) (4) 0
------------ ------------ ------------
Total current liabilities 36,145 (6,523) 29,622
Long-term debt (less current portion) 150,071 (71) (4) 150,000
Deferred income taxes 4,295 (4,295) (5) 0
Other liabilities and deferred credits 8,227 (1,262) (3) 6,965
SHAREHOLDERS EQUITY
Common Stock, par value $.01 - Authorized
50,000,000 shares issued and outstanding
23,804,000 shares at October 2, 1999 239 239
Additional paid in capital 160,943 (61,398) (3) 99,545
Accumulated deficit (26,997) (26,997)
------------ ------------ ------------
134,185 (61,398) 72,787
------------ ------------ ------------
Total Liabilities and Equity $ 332,923 ($73,549) $ 259,374
============ ============ ============
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
OCTOBER 2, 1999
(in thousands of dollars, unless otherwise noted)
The following is a summary of the adjustments reflected in the unaudited pro
forma condensed consolidated balance sheet:
(1) To reflect the transfer of cash to Delta Apparel and Duck Head in
conjunction with the transaction ($475), and the purchase of the net assets of
the Rainsford plant by Delta Apparel from Delta Mills at a purchase price equal
to the net book value of the assets less the net book value of certain assumed
liabilities ($13,713).
(2) To reflect a receivable from Delta Apparel related to yarn sales from Delta
Mills which was previously classified as an inter-company receivable and
therefore eliminated upon consolidation.
(3) To reflect the spin-off of the assets and liabilities of Delta Apparel and
Duck Head.
(4) To reflect the assumption or payoff of Delta Woodside debt by Delta Apparel
and Duck Head.
(5) To reflect reclassifications and spin-off of income tax attributes.
<PAGE>
<TABLE>
<CAPTION>
DELTA WOODSIDE INDUSTRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED JULY 3, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Unaudited
----------------------------------
Pro Forma Pro Forma
Historical Adjustments As Adjusted
------------ ------------- -----------
<S> <C> <C> <C>
Net sales $ 493,027 ($178,572) (5) $ 314,455
Cost of goods sold 420,763 (163,019) (5) 257,744
------------ ------------- -----------
Gross profit on sales 72,264 (15,553) 56,711
Selling, general, and administrative expense 69,175 (51,115) (1)&(5) 18,060
Restructuring and impairment charge 13,996 (13,996) (5) 0
Other income (expense) (1,295) 1,421 (5) 126
------------ ------------- -----------
Operating profit (12,202) 50,979 38,777
Interest expense 19,929 (1,077) (2) 18,852
Interest (income) (467) (525) (3) (992)
------------ ------------- -----------
Net interest expense 19,462 (1,602) 17,860
Income (loss) from continuing operations
before income taxes (31,664) 52,581 20,917
Income tax expense (benefit) 825 (2,743) (4) (1,918)
------------ ------------- -----------
Income (loss) from continuing operations (32,489) 55,324 22,835
(Loss) on disposal of discontinued operations
less applicable income taxes (6,906) 0 (6,906)
------------ ------------- -----------
Net income (loss) ($39,395) $ 55,324 $ 15,929
============ ============= ===========
Basic and diluted earnings (loss) per share:
Continuing operations ($1.35) $ 2.29 $ 0.94
Discontinued operations ($0.28) $ 0.00 ($0.28)
------------ ------------- -----------
Net income ($1.63) $ 2.29 $ 0.66
============ ============= ===========
Weighted average shares outstanding 24,149 24,149 24,149
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DELTA WOODSIDE INDUSTRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 2, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
Pro Forma Pro Forma
Historical Adjustments As Adjusted
----------- ----------- -----------
<S> <C> <C> <C>
Net sales $ 57,306 $ 57,306
Cost of goods sold 51,205 51,205
----------- ----------- -----------
Gross profit on sales 6,101 0 6,101
Selling, general, and administrative expense 3,763 (348) (1) 3,415
Other income (expense) 45 45
----------- ----------- -----------
Operating profit 2,383 348 2,731
Interest expense 4,542 (200) (2) 4,342
Interest (income) (175) (152) (3) (327)
----------- ----------- -----------
Net interest expense 4,367 (352) 4,015
Income (loss) from continuing operations
before income taxes (1,984) 700 (1,284)
Income tax expense (benefit) (545) 192 (4) (353)
----------- ----------- -----------
Income (loss) from continuing operations (1,439) 508 (931)
Income from operations of discontinued
operations less applicable income taxes 1,563 (1,563) (5) 0
----------- ----------- -----------
Net income (loss) $ 124 ($1,055) ($931)
=========== =========== ===========
Basic and diluted earnings (loss) per share:
Continuing operations ($0.06) $ 0.02 ($0.04)
Discontinued operations $ 0.07 ($0.07) $ 0.00
----------- ----------- -----------
Net income $ 0.01 ($0.05) ($0.04)
=========== =========== ===========
Weighted average shares outstanding 23,799 23,799 23,799
</TABLE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED JULY 3, 1999 AND THE THREE MONTHS ENDED OCTOBER 2,
1999
(in thousands of dollars, unless otherwise noted)
The following is a summary of the adjustments reflected in the unaudited pro
forma condensed consolidated statements of operations:
(1) To reflect the net reduction in general and administrative expenses due to
the elimination of corporate expenses associated with a multi division
operation. These adjustments totaled $1,880 for year ended July 3, 1999 and
$348 for the quarter ended October 2, 1999
(2) To reflect the reduction in interest expense associated with the debt
assumed or repaid by Delta Apparel and Duck Head.
(3) To reflect interest income on the cash balance generated by the sale of the
Rainsford plant.
(4) To reflect the income tax effect of the pro forma adjustments.
(5) To eliminate the results of operations of Delta Apparel and Duck Head.
<PAGE>
(c) Exhibits
99.1 Form of Information Statement of Delta Apparel, Inc.:
Incorporated by reference to Exhibit 99.1 to the Form 10 of Delta
Apparel, Inc. (File No. 001-15583).
99.2 Form of Information Statement of Duck Head Apparel Company, Inc.:
Incorporated by reference to Exhibit 99.1 to the Form 10 of DH
Apparel Company, Inc. (File No. 001-15585).
99.3 The following portions of the Information Statement of Delta
Apparel, included as Exhibit 99.1 to the Delta Apparel Form 10:
"The Delta Apparel Distribution", "Relationships Among Delta
Apparel, Delta Woodside and Duck Head" and "Interests of
Directors and Executive Officers in the Delta Apparel
Distribution".
99.4 The following portions of the Information Statement of Duck Head,
included as Exhibit 99.1 to the Duck Head Form 10: "The Duck Head
Distribution", "Relationships Among Duck Head, Delta Woodside and
Delta Apparel" and "Interests of Directors and Executive Officers
in the Duck Head Distribution".
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DELTA WOODSIDE INDUSTRIES, INC.
(Registrant)
By:/s/ E. Erwin Maddrey, II
----------------------------
E. Erwin Maddrey, II
President and Chief Executive
Officer
Date: December 29, 1999
<PAGE>
EXHIBIT INDEX
99.3 The following portions of the Information Statement of Delta Apparel,
included as Exhibit 99.1 to the Delta Apparel Form 10: "The Delta Apparel
Distribution", "Relationships Among Delta Apparel, Delta Woodside and Duck
Head" and "Interests of Directors and Executive Officers in the Delta
Apparel Distribution".
99.4 The following portions of the Information Statement of Duck Head, included
as Exhibit 99.1 to the Duck Head Form 10: "The Duck Head Distribution",
"Relationships Among Duck Head, Delta Woodside and Delta Apparel" and
"Interests of Directors and Executive Officers in the Duck Head
Distribution".
<PAGE>
THE DELTA APPAREL DISTRIBUTION
PARTIES TO THE DISTRIBUTION AGREEMENT
Delta Woodside
---------------
Delta Woodside is a South Carolina corporation with its principal executive
offices located at 233 North Main Street, Suite 200, Greenville, South Carolina
29601 (telephone number: 864-232-8301).
Prior to the Delta Apparel distribution, Delta Woodside had three operating
divisions: Delta Mills Marketing Company, Delta Apparel Company and Duck Head
Apparel Company.
- Delta Mills Marketing Company produces a range of cotton, synthetic
and blended finished and unfinished woven products that are sold for
the ultimate production of apparel, home furnishings and other
products. After the Delta Apparel distribution and the Duck Head
distribution, Delta Mills Marketing Company will remain the only
continuing Delta Woodside operation.
- Pursuant to the Delta Apparel distribution, Delta Woodside will
distribute to its stockholders all of the outstanding common stock of
Delta Apparel, which will continue the business formerly conducted by
the Delta Apparel Company division of various subsidiaries of Delta
Woodside. For a description of the business of the Delta Apparel
Company division, see the information under the heading "Business of
Delta Apparel".
- Simultaneously with the Delta Apparel distribution, Delta Woodside
will, pursuant to the Duck Head distribution, distribute to its
stockholders all of the outstanding stock of Duck Head, which will
continue the business formerly conducted by the Duck Head Apparel
Company division of various subsidiaries of Delta Woodside. For a
description of the business of the Duck Head Apparel Company division,
see the information below under the subheading "Duck Head".
Delta Apparel
--------------
Delta Apparel is a Georgia corporation with its principal executive offices
located at 3355 Breckinridge Blvd., Suite 100, Duluth, Georgia 30680 (telephone
number: 770-806-6800).
Duck Head
----------
Duck Head is a Georgia corporation with its principal executive offices
located at 1020 Barrow Industrial Parkway, P.O. Box 688, Winder, Georgia 30680
(telephone number: 770-867-3111). Duck Head's business is designing, sourcing,
producing, marketing and distributing boy's and men's value-oriented casual
sportswear predominantly under the 134-year-old nationally recognized "Duck
Head" (Reg. Trademark) label.
BACKGROUND OF THE DELTA APPAREL DISTRIBUTION
Since the middle of its 1998 fiscal year, Delta Woodside's board of
directors has explored various means, in addition to effectively operating Delta
Woodside's businesses, to enhance stockholder value.
On March 9, 1998, Delta Woodside announced that it was withdrawing from the
circular knit fabrics business, which had operated under the name of Stevcoknit
Fabrics Company, and would be selling or closing and liquidating its two
knitting, dyeing and finishing plants in Wallace, North Carolina, and its yarn
spinning plant in Spartanburg, South Carolina. In the announcement, Delta
Woodside also stated that it had decided to sell its Nautilus International
fitness equipment division, and had retained an investment banking firm to
handle the sale.
<PAGE>
Delta Woodside completed most of the liquidation and sale of the Stevcoknit
Fabrics Company division during its 1998 fiscal year. The Nautilus
International sale was consummated in January 1999.
On September 15, 1998, Delta Woodside announced that its board of directors
had approved a plan to purchase from time to time up to 2,500,000 outstanding
Delta Woodside common shares at prices and at times at the discretion of Delta
Woodside's top management. The announcement stated that Delta Woodside believed
that, at times, its stock price was undervalued and that these purchases would
enhance stockholder value.
At a meeting on October 9, 1998, the Delta Woodside board of directors made
the decision to sell the Duck Head Apparel Company division. To assist in this
transaction, Delta Woodside hired an investment banking firm.
On January 21, 1999, Delta Woodside announced that it had discussions with
third parties with respect to a possible sale of the Duck Head Apparel Company
division, and that, based on these discussions, Delta Woodside was continuing to
explore strategic alternatives for the Duck Head Apparel Company division, but
could not be reasonably certain that a transaction on satisfactory terms would
be consummated in the near future. The announcement stated that, for this
reason, Delta Woodside had made the decision to continue to report the Duck Head
Apparel Company division as a part of continuing operations.
At a meeting on February 4, 1999, the Delta Woodside board of directors
approved a plan to effect a major restructuring of Delta Woodside. This
restructuring would have involved the spin-off to the Delta Woodside
stockholders of each of Delta Woodside's two apparel divisions, leaving the
Delta Mills, Inc. subsidiary, and its operating division, Delta Mills Marketing
Company, in Delta Woodside. Simultaneously with the spin-off, Delta Woodside
would have been sold to a third party buyer not yet identified. Under this
plan, the Delta Woodside stockholders would have received, for their shares of
Delta Woodside common stock, shares of each of the new spun-off apparel
companies and cash for their post spin-off Delta Woodside shares. The plan
would have been subject to the approval of the Delta Woodside stockholders. If
the plan had been approved by the requisite stockholder vote, the Rainsford
plant in Edgefield, South Carolina, would have been sold by the Delta Mills,
Inc. subsidiary to the Delta Apparel Company division, the Delta Apparel Company
division and the Duck Head Apparel Company division would have been separated
into two corporations, and the stock of each of the Delta Apparel corporation
and the Duck Head corporation would have been distributed to all of the Delta
Woodside stockholders. The Delta Woodside board of directors decided that Delta
Woodside would promptly begin the process of soliciting offers for the purchase
of the post spin-off Delta Woodside common stock, and that Delta Woodside would
retain an investment banking firm to assist in the implementation of this
restructuring plan.
On March 16, 1999, Delta Woodside announced that Robert Rockey was assuming
the position of chief executive officer of the Duck Head Apparel Company
division, effective immediately. The announcement stated that, after the
planned spin-off of the Duck Head Apparel Company operation, Mr. Rockey would
serve as chairman and chief executive officer of that new separate corporation.
On March 23, 1999, Delta Woodside announced that it had engaged Prudential
Securities Incorporated (which this document refers to as "Prudential") to
advise the Delta Woodside board of directors with respect to the previously
announced plan to sell the portion of Delta Woodside remaining after the
distribution to the Delta Woodside stockholders of the shares of stock of Delta
Woodside's apparel businesses. The announcement also stated that the Duck Head
Apparel Company division was no longer for sale.
Following this announcement, Delta Woodside provided information
respecting a possible sale of the remaining Delta Woodside--- to nineteen
companies. None of these potential purchasers, however, made an offer for the
remaining Delta Woodside that Delta Woodside considered to be satisfactory.
<PAGE>
On April 21, 1999, Delta Woodside announced that Robert W. Humphreys was
assuming the position of president and chief executive officer of the Delta
Apparel Company division. The announcement stated that, after the planned
spin-off of the Delta Apparel Company operation, Mr. Humphreys would serve as
the president and chief executive officer of that new separate corporation.
At a meeting on June 24, 1999, the Delta Woodside board of directors
decided to terminate the process of attempting to sell a post-spin-off Delta
Woodside comprised solely of Delta Mills Marketing Company in line with its
previously-announced plan, because it had not received any satisfactory offer
for the business. The Board determined to continue to explore other strategies
to enhance stockholder value, including: (1) the purchase of the Duck Head
Apparel Company division and the Delta Apparel Company division by the Delta
Mills, Inc. subsidiary, or (2) a spin-off/recapitalization in which the apparel
divisions would be spun-off to the Delta Woodside stockholders as separate
public companies, and substantial cash would be paid out to stockholders from
new borrowings by the remaining Delta Woodside. Under the purchase of the Duck
Head Apparel Company division and the Delta Apparel Company division by Delta
Mills, Inc. scenario, Delta Woodside would have been provided with substantial
cash to make acquisitions of Delta Woodside common stock or other businesses, or
for other purposes. Under the spin-off/recapitalization scenario, Delta
Woodside stockholders would have received, for their Delta Woodside common
shares, shares of each of the new spun-off apparel companies, cash and stock in
the remaining Delta Woodside. Also, additional shares of the remaining Delta
Woodside (representing more than 20% of the then outstanding shares of the
remaining Delta Woodside) would have been sold to members of management of Delta
Mills Marketing Company. Consummation of the spin-off/recapitalization
transaction was to be conditioned upon receiving a favorable vote of the Delta
Woodside stockholders.
Following this announcement, Delta Woodside, with the assistance of
Prudential, explored the possibility of Delta Mills, Inc. refinancing its
existing $150 million of 9 -5/8% Senior Notes with a larger issue of
indebtedness in order to effect the proposed recapitalization. During the time
frame of this examination, however, the interest rates payable by issuers of new
senior debt in the textile and apparel industries became higher than were deemed
acceptable by the Delta Woodside board of directors.
On August 20, 1999, Delta Woodside announced that, due to weakness in the
bond market, Delta Woodside believed that its previously announced
recapitalization/spin-off strategy was not feasible at that time. Delta
Woodside further announced that, because Delta Woodside believed that its
stockholders would best be served by separating the operating companies, Delta
Woodside did not plan to pursue the acquisition of the two apparel divisions by
its textile subsidiary, Delta Mills, Inc., at that time. The announcement also
stated that Delta Woodside was continuing to explore strategic alternatives to
accomplish the separation of its operating companies, and would announce
specific plans in the upcoming months.
On October 4, 1999, Delta Woodside announced that it planned to spin off to
the Delta Woodside stockholders its two apparel businesses (Delta Apparel
Company and Duck Head Apparel Company) as two separate publicly-owned
corporations. The announcement further stated that Delta Woodside was in the
process of transferring various corporate functions to its three operating
divisions (Delta Mills Marketing Company, Delta Apparel Company and Duck Head
Apparel Company). The announcement stated that, upon the complete transfer of
these functions or at the time of the spin-offs (as appropriate), the functions
then being performed at the Delta Woodside level would no longer need to be
performed at that level, and the executive officers of Delta Woodside would
resign their positions with Delta Woodside. The announcement stated that, upon
consummation of the spin-offs, Delta Mills Marketing Company would be Delta
Woodside's sole remaining business, and William Garrett, the head of the Delta
Mills Marketing Company division, would become President and Chief Executive
Officer of the remaining Delta Woodside. The announcement stated that, in
connection with the proposed spin-offs, significant equity incentives, in the
form of stock options and incentive stock awards for the new public companies'
stock, would be granted to the managements of the new companies. The
announcement stated that Delta Woodside could not determine at that time whether
the receipt of the apparel companies' stock would, or would not, be taxable to
the Delta Woodside stockholders for Federal income tax purposes, but that, at
the time that Delta Woodside had sufficient information to determine the
appropriate Federal income tax treatment of the spin-offs, it would promptly
provide the necessary income tax information to the Delta Woodside stockholders.
The announcement stated that Delta Woodside believed that, even if the spin-offs
were determined to be taxable for Federal income tax purposes, the spin-offs
would still be in the best interests of Delta Woodside's stockholders.
<PAGE>
REASONS FOR THE DELTA APPAREL DISTRIBUTION
Since the summer of 1998, Delta Woodside's board of directors has been
engaged in the process of exploring various means to maximize stockholder value.
The alternatives that the Delta Woodside Board has examined have included:
(a) a potential sale of the Duck Head Apparel Company division;
(b) a pro rata tax-free spin-off of Delta Woodside's two apparel
businesses to Delta Woodside's stockholders accompanied by a sale of
the remaining company;
(c) a pro rata tax-free spin-off of Delta Woodside's two apparel
businesses to Delta Woodside's stockholders accompanied by a
recapitalization of the remaining company that would involve a cash
distribution to Delta Woodside's stockholders by that remaining
company;
(d) a pro rata tax-free spin-off of Delta Woodside's two apparel
businesses to Delta Woodside's stockholders;
(e) a pro rata taxable spin-off of Delta Woodside's two apparel businesses
to Delta Woodside's stockholders;
(f) a disproportionate tax-free spin-off of one of Delta Woodside's
apparel businesses to one of Delta Woodside's major stockholders
accompanied by a pro rata tax-free spin-off of the other apparel
business to all the other stockholders;
(g) a potential sale of the Delta Apparel Company business or assets;
(h) a purchase by Delta Mills, Inc. of the Delta Apparel Company and the
Duck Head Apparel Company businesses; and
(i) leaving Delta Woodside's three businesses in Delta Woodside in their
current corporate form.
During the course of this exploration, the Delta Woodside board witnessed a
deterioration of general market conditions in the textile and apparel
industries. This deterioration caused the market's perceived values of textile
and apparel businesses to decline significantly.
This decline, together with the information obtained by Delta Woodside in
the process of exploring the alternatives described above, led the Delta
Woodside board to conclude that:
(i) any sale or liquidation at this time or in the near future of any of
Delta Woodside's businesses would, more likely than not, be at
depressed and unacceptable prices; and
(ii) absent a change in circumstances, the interests of Delta Woodside and
its stockholders would be best served by not pursuing the sale or
liquidation of any of Delta Woodside's businesses at this time.
The Delta Woodside Board also determined that the best interests of Delta
Woodside and its stockholders would not be served by pursuing at this time any
of the additional alternatives described above other than a pro rata spin-off of
<PAGE>
Delta Woodside's two apparel businesses to Delta Woodside's stockholders. The
major factors that led to this conclusion were the general market condition
deterioration described above and:
(1) contractual constraints, which added significantly to the costs of
those alternatives that required additional financing to be incurred
by Delta Mills;
(2) Unfavorable debt market conditions, particularly for debt issuances by
textile and apparel companies;
(3) Insufficient buyer interest in any of Delta Woodside's businesses at
prices deemed sufficient by the Delta Woodside board;
(4) The Delta Woodside board's belief in the future enhanced stockholder
value available from separating Delta Woodside's businesses into
separate companies; and
(5) The Delta Woodside board's conclusion that the interests of Delta
Woodside and its stockholders would be adversely affected by any
decision of the Delta Woodside board to delay implementing the
separation of its businesses. The Board believes that continuing
uncertainty in the marketplace as to Delta Woodside's strategic plans
is likely to be damaging the relations of one or more of Delta
Woodside's businesses with certain of its respective suppliers and
customers, and that continuing uncertainty by the employees of Delta
Woodside and its subsidiaries as to Delta Woodside's strategic plans
could cause Delta Woodside or its subsidiaries to lose valuable
employees.
The Delta Woodside board, therefore, concluded that the best interests of
Delta Woodside and its stockholders would be furthered by separating into
distinct public companies Delta Woodside's three businesses (Delta Mills
Marketing Company, Duck Head Apparel Company and Delta Apparel Company), and
that the best method to accomplish this separation and thereby enhance
stockholder value that is available to Delta Woodside at this time is to effect
a pro rata spin-off to Delta Woodside's stockholders of each of Delta Woodside's
apparel businesses, whether that spin-off is tax-free or taxable for federal
income tax purposes.
In reaching this determination, the Delta Woodside Board took into account
its belief that the separation of Delta Woodside's three businesses will further
the following objectives, among others, and thereby enhance stockholder value:
(a) Permit the grant of equity incentives to the separate management of
each business, which incentives would not be affected by the results
of the other businesses and, therefore, would have excellent potential
to align closely the interests of that management with those of the
stockholders;
(b) Permit the elimination of certain existing corporate overhead expenses
that result from the current need to coordinate the operations of
three distinct businesses that have separate modes of operation and
markets;
(c) Eliminate the complaints of certain customers of Delta Mills Marketing
Company (which, as a supplier to those customers, has access to
certain of their competitive information) that a competitor of theirs
(Duck Head Apparel Company) is under common management with Delta
Mills Marketing Company;
(d) Permit each business to obtain, when needed, the best equity and debt
financing possible without being affected by the operational results
of the other businesses;
<PAGE>
(e) Permit each business to establish long-range plans geared toward the
expected cyclicality, competitive conditions and market trends in its
own line of business, unaffected by the markets, needs and constraints
of the other businesses;
(f) Promote a more streamlined management structure for each of the three
businesses, better able to respond quickly to customer and market
demands; and
(g) Permit the value of each of the three divisions to be more accurately
reflected in the equity market by separating the results of each
business from the other two businesses.
In reaching its conclusion, the Board also took into account the following
additional factors:
- The conclusion to be delivered to the Delta Woodside Board by a third
party as to the solvency of Delta Apparel at the time of the Delta
Apparel distribution;
- The financial statements of Delta Apparel set forth in this document
under the heading, "Unaudited Pro Forma Combined Financial
Statements", and at pages F-1 to F-19;
- The Delta Woodside board's knowledge of the business, operations,
assets and financial condition of Delta Apparel;
- Delta Apparel management's assessment of the prospects of Delta
Apparel;
- The current and prospective economic environment in which Delta
Apparel operates; and
- The terms of the distribution agreement and the tax sharing agreement.
This discussion of the information and factors considered by the Delta
Woodside board is not meant to be exhaustive but is believed to include the
material factors considered by the Delta Woodside board in authorizing the Delta
Apparel distribution. The Delta Woodside board did not quantify or attach any
particular weight to the various factors that it considered in reaching its
determination that the Delta Apparel distribution, the Duck Head distribution
and related transactions are advisable and in the best interests of Delta
Woodside and its stockholders. In reaching its determination, the Delta
Woodside board took the various factors into account collectively and the Delta
Woodside board did not perform a factor-by-factor analysis.
DESCRIPTION OF THE DELTA APPAREL DISTRIBUTION
The distribution agreement among Delta Woodside, Delta Apparel and Duck
Head sets forth the general terms and conditions relating to, and the
relationship of the three corporations after, the Delta Apparel distribution.
For an extensive description of the distribution agreement, see the section of
this document found under the heading "Relationship Among Delta Apparel, Delta
Woodside and Duck Head--Distribution Agreement".
Delta Woodside plans to effect the Delta Apparel distribution on or about
March __, 2000 by distributing all of the issued and outstanding shares of Delta
Apparel common stock to the record holders of Delta Woodside common stock on the
record date for this transaction, which is February __, 2000. Delta Woodside
will distribute one share of Delta Apparel common stock to each of those holders
for every ten shares of Delta Woodside common stock owned of record by that
holder. The actual total number of shares of Delta Apparel common stock that
Delta Woodside will distribute will depend on the number of shares of Delta
Woodside common stock outstanding on the record date. Based upon the
one-for-ten Delta Apparel distribution ratio and the number of shares of Delta
Woodside common stock outstanding on January __, 2000, Delta Woodside will
distribute approximately 2,386,000 shares of Delta Apparel common stock to
holders of Delta Woodside common stock, which will then constitute all of the
outstanding shares of Delta Apparel common stock. Delta Apparel common shares
will be fully paid and nonassessable, and the holders of those shares will not
be entitled to preemptive rights. For a further description of Delta Apparel
common stock and the rights of its holders, see the portion of this document
located under the heading "Description of Delta Apparel Capital Stock".
<PAGE>
For those holders of Delta Woodside common stock who hold their shares of
Delta Woodside common stock through a stockbroker, bank or other nominee, Delta
Woodside's distribution agent, First Union National Bank, will transfer the
shares of Delta Apparel common stock to the registered holders of record who
will make arrangements to credit their customers' accounts with Delta Apparel
common stock. Delta Woodside anticipates that stockbrokers and banks generally
will credit their customers' accounts with Delta Apparel common stock on or
about March __, 2000.
If a holder of Delta Woodside common stock owns a number of shares of Delta
Woodside common stock that is not a whole multiple of ten and therefore would be
entitled to receive a fraction of a whole share of Delta Apparel common stock,
that holder will receive cash instead of a fractional share of Delta Apparel
common stock. The distribution agent will aggregate into whole shares the
fractional shares to be cashed out and sell them as soon as practicable in the
open market at then prevailing prices on behalf of those registered holders who
would otherwise be entitled to receive less than whole shares. These registered
holders will receive instead a cash payment in the amount of their pro rata
share of the total proceeds of those sales, less any brokerage commissions. The
distribution agent will pay the net proceeds from sales of fractional shares
based upon the average selling price per share of Delta Apparel common stock of
all of those sales, less any brokerage commissions. Delta Apparel expects the
distribution agent to make sales on behalf of holders who would receive a
fraction of a whole Delta Apparel common share in the Delta Apparel distribution
as soon as practicable after the Delta Apparel distribution date. None of Delta
Woodside, Delta Apparel or the distribution agent guarantees any minimum sale
price for those fractional shares of Delta Apparel common stock, and no interest
will be paid on the sale proceeds of those shares.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
Delta Woodside has attempted to structure the Delta Apparel distribution
and the Duck Head distribution to qualify as tax-free spin offs for federal
income tax purposes under Section 355 of the Internal Revenue Code. Section 355
treats a spin-off as tax free if the conditions of that statute are satisfied.
One of these conditions is that the transaction is "not used principally as a
device for the distribution of the earnings and profits" of Delta Woodside,
Delta Apparel or Duck Head.
Upon the request of a corporation that desires to effect a spin-off, the
IRS will issue a private letter ruling that the proposed spin-off will be
treated as tax-free under Section 355 so long as various conditions specified by
the IRS are satisfied. Delta Woodside believes that, with the exception of one
condition, the Delta Apparel distribution and the Duck Head distribution satisfy
all the conditions for Delta Woodside to be able to obtain a private letter
ruling from the IRS that the distributions are tax-free spin-offs under Section
355.
The one IRS private letter ruling condition that Delta Woodside is unable
to satisfy relates to the statutory requirement mentioned above that the
transaction not be used principally as a device for the distribution of earnings
and profits. The IRS private letter ruling condition is that each
non-institutional beneficial owner of at least 5% of the outstanding Delta
Woodside shares represent to the IRS that he, she or it has no plan or intention
to sell, exchange, transfer by gift or otherwise dispose of any stock in Delta
Woodside, Delta Apparel or Duck Head after the Delta Apparel distribution and
the Duck Head distribution.
Each of the non-institutional beneficial owners of at least 5% of the
outstanding Delta Woodside shares, other than Bettis C. Rainsford (a director of
Delta Woodside, Delta Apparel and Duck Head), has informed Delta Woodside that
he, she or it is willing to provide the necessary representation to the IRS.
Mr. Rainsford, however, has informed Delta Woodside that he is unwilling to
provide the required representation.
<PAGE>
As a result, Delta Woodside is not eligible to receive a private letter
ruling from the IRS that the Delta Apparel distribution and the Duck Head
distribution qualify as tax-free spin-offs under Section 355.
The fact that Delta Woodside is not eligible to receive a private letter
ruling from the IRS on the issue does not, however, in and of itself, mean that
the distributions do not qualify as tax-free spin-offs under Section 355.
Whether the Delta Apparel distribution and the Duck Head distribution qualify
under Section 355 as tax-free spin-offs will depend on whether the criteria in
Section 355 and the relevant rules and regulations of the IRS are satisfied.
Delta Woodside believes, based on the information currently available to
it, that the only Section 355 condition that the IRS may view as not satisfied
by the Delta Apparel distribution and the Duck Head distribution is the one
mentioned above that the distributions not be "used principally as a device for
the distribution of the earnings and profits" of Delta Woodside, Delta Apparel
or Duck Head. Whether or not the distributions satisfy this condition will
depend primarily on events and circumstances that may or may not occur after the
Delta Apparel distribution and the Duck Head distribution and over which Delta
Woodside, Delta Apparel and Duck Head will have no control. In particular, in
some circumstances one or more sales or other dispositions by any greater than
5% beneficial owner of Delta Woodside, Delta Apparel or Duck Head shares after
the distributions may indicate to the IRS that the distributions were "used
principally as a device for the distribution of the earnings and profits" of
Delta Woodside, Delta Apparel or Duck Head, whereas in other circumstances any
sales or dispositions of this nature may not. Delta Woodside cannot at this
time predict what all of its 5% or greater beneficial owners will do with
respect to their Delta Woodside shares, Delta Apparel shares or Duck Head shares
after the distributions and, therefore, is not in a position now to inform its
stockholders as to the federal income tax consequences of the Delta Apparel
distribution and the Duck Head distribution.
Notwithstanding this uncertainty, Delta Woodside will make a good faith
determination, as soon as practicable and in any event prior to January 31,
2001, on the basis of all of the facts then known to it, and advise all of its
stockholders who receive Delta Apparel shares in the Delta Apparel distribution
and Duck Head shares in the Duck Head distribution whether or not in Delta
Woodside's opinion the Delta Apparel distribution and the Duck Head distribution
should be treated as tax-free spin-offs under Section 355.
Each holder of Delta Woodside shares that receives Delta Apparel shares and
Duck Head shares in the distribution must attach a descriptive statement about
the distributions to his, her or its federal income tax return for the year in
which the distributions occur. Delta Woodside will provide the required
information to each holder of Delta Woodside shares as of the record date for
the distributions.
Material Federal Income Tax Consequences if the Delta Apparel Distribution
---------------------------------------------------------------------------
and the Duck Head Distribution Qualify as Tax-Free Spin-Offs under Section
---------------------------------------------------------------------------
355
If the Delta Apparel distribution and the Duck Head distribution qualify as
tax-free spin-offs under Section 355, then:
1. The Delta Woodside stockholders who receive those shares will not recognize
gain upon either of the distributions, except as described immediately
below with respect to fractional shares.
2. Cash, if any, received by a Delta Woodside stockholder instead of a
fractional share of Delta Apparel common stock or Duck Head common stock
will be treated as received in exchange for that fractional share. That
stockholder will recognize gain or loss to the extent of the difference
between his, her or its tax basis in that fractional share and the amount
received for that fractional share, and, provided that fractional share is
held as a capital asset, the gain or loss will be capital gain or loss.
3. Each Delta Woodside stockholder will be required to apportion his, her or
its tax basis in the stockholder's Delta Woodside shares between the Delta
Woodside shares retained and the Duck Head shares and Delta Apparel shares
received, with this apportionment to be made in proportion to the shares'
relative fair market values for federal income tax purposes at the date of
the distributions.
<PAGE>
4. The Delta Woodside stockholder's holding period for the Delta Apparel
shares and the Duck Head shares received in the distributions will be the
same as the stockholder's holding period for the Delta Woodside shares with
respect to which the Delta Apparel distribution and the Duck Head
distributions are made.
5. No gain or loss will be recognized by Delta Woodside with respect to the
Delta Apparel distribution or the Duck Head distribution, except to the
extent of any excess loss accounts or deferred intercompany gains. Delta
Woodside anticipates that in connection with the distributions Delta
Woodside will recognize gain as a result of excess loss accounts or
deferred intercompany gains, but that this gain will be offset by Delta
Woodside's net operating losses.
Material Federal Income Tax Consequences if the Delta Apparel Distribution
---------------------------------------------------------------------------
and the Duck Head Distribution Do Not Qualify as Tax-Free Spin-Offs under
---------------------------------------------------------------------------
Section 355
-----------
If the Delta Apparel distribution and the Duck Head distribution do not
qualify as tax-free spin-offs under Section 355, then the following are the
material federal income tax consequences to each participating Delta Woodside
stockholder and to Delta Woodside:
1. Each Delta Woodside stockholder will recognize dividend income to the
extent of the lesser of (a) the value of the Delta Apparel shares and the
Duck Head shares received (together with any cash received for any
fractional share) or (b) the stockholder's pro rata share of the
accumulated earnings and profits of Delta Woodside for federal income tax
purposes through the end of fiscal year 2000. This dividend income will not
reduce any Delta Woodside stockholder's basis in his, her or its Delta
Woodside shares.
a. Delta Woodside will advise each Delta Woodside stockholder, as soon as
practicable and in any event prior to January 31, 2001, of the fair
market value for federal income tax purposes of the Delta Apparel
shares and the Duck Head shares received by them in the distributions.
Because those values for federal income tax purposes will depend on
the trading prices of the Delta Apparel shares and the Duck Head
shares around the time of the distribution, Delta Woodside is not able
at this time to predict what those values will be.
b. Delta Woodside's accumulated earnings and profits through fiscal year
1999 were approximately $18.2 million (approximately $0.76 per Delta
Woodside share). The amount, if any, of Delta Woodside's earnings and
profits for fiscal year 2000 cannot be determined at this time. Delta
Woodside will advise each Delta Woodside stockholder, as soon as
practicable and in any event prior to January 31, 2001, of that
stockholder's pro rata share of Delta Woodside's accumulated earnings
and profits through fiscal year 2000.
2. Any value of the Delta Apparel shares and Duck Head shares (together with
any cash received for any fractional share) that exceeds the Delta Woodside
stockholder's pro rata share of Delta Woodside's accumulated earnings and
profits through fiscal year 2000 will constitute a return of capital to
that stockholder (i.e. the stockholder will not be taxed on that value) up
to the stockholder's basis in his, her or its Delta Woodside shares, and
the stockholder's basis in his, her or its Delta Woodside shares will be
reduced accordingly. Any remaining value of the Delta Apparel shares and
Duck Head shares (together with any cash received for any fractional share)
in excess of the Delta Woodside stockholder's basis in his, her or its
Delta Woodside shares will be taxable to the Delta Woodside stockholder as
gain, which will be capital gain if the Delta Woodside stock is held as a
capital asset. This capital gain will be taxable as either long term or
short term capital gain, depending upon the stockholder's holding period
for those Delta Woodside shares.
<PAGE>
3. The Delta Woodside stockholder's tax basis in the Delta Apparel shares and
the Duck Head shares received in the distributions will be equal to the
fair market value for federal income tax purposes of those shares at the
time of the distributions. The stockholder's holding period for those
shares will begin on the date of the distributions.
4. The Delta Apparel distribution and the Duck Head distribution will also be
taxable as a gain to Delta Woodside, to the extent of the excess of the
value for federal income tax purposes of the Delta Apparel shares and the
Duck Head shares distributed over their tax bases to Delta Woodside. Delta
Woodside believes that any federal income tax liability to it resulting
from the Delta Apparel distribution and the Duck Head distribution will not
be material, because any applicable recognized income will be offset by
Delta Woodside's net operating losses. Any gain recognized by Delta
Woodside on the Delta Apparel distribution or the Duck Head distribution
will increase the fiscal year 2000 earnings and profits. Delta Woodside
cannot at this time calculate the amount of this gain because it is unable
to forecast what the initial trading prices will be for the Delta Apparel
shares or the Duck Head shares, which will be the federal income tax values
of the Delta Apparel shares and the Duck Head shares for purposes of this
calculation.
Net Operating Loss Carry Forwards
-------------------------------------
As of July 3, 1999, Delta Woodside had net operating loss carry forwards,
for federal income tax purposes, of approximately $68 million. Delta Woodside
believes that, following the Delta Apparel distribution and the Duck Head
distribution, approximately $56 million of this net operating loss carry forward
will remain as a tax attribute of Delta Woodside ($10 million of which will be
subject to limitation under the separate return limitation rules), approximately
$9 million will be a tax attribute of Delta Apparel and approximately $3 million
will be a tax attribute of Duck Head.
Prior to the Delta Apparel distribution and the Duck Head distribution, the
Delta Apparel Company division and the Duck Head Apparel Company division were
part of the Delta Woodside consolidated group, and the net operating losses of
any member of the Delta Woodside consolidated group were generally available to
reduce the consolidated federal taxable income of the group. For financial
reporting purposes, prior to the Delta Apparel distribution and the Duck Head
distribution each of Delta Apparel and Duck Head carries "deferred tax assets"
on its balance sheet to reflect, among other matters, the financial impact of
their respective hypothetical separate company net operating loss carry
forwards. For federal income tax purposes, tax attributes, such as net
operating loss carry forwards, remain with the corporate entity, not the
division, that generated them. Therefore, with the Delta Apparel distribution
and the Duck Head distribution, tax attributes, including the Delta Woodside
consolidated federal net operating loss carry forward, will be allocated among
Delta Woodside, Delta Apparel and Duck Head in accordance with the federal
consolidated return regulations.
The pro forma balance sheet of Delta Apparel that is included under the
heading "Unaudited Pro Forma Combined Financial Statements" reflects Delta
Apparel's expected allocable portion of the pre-distribution Delta Woodside
consolidated federal net operating loss carry forward.
THE FOREGOING IS A GENERAL DISCUSSION AND IS NOT INTENDED TO SERVE AS
SPECIFIC ADVICE FOR ANY PARTICULAR DELTA WOODSIDE STOCKHOLDER, SINCE THE TAX
CONSEQUENCES OF THE DELTA APPAREL DISTRIBUTION AND THE DUCK HEAD DISTRIBUTION TO
EACH STOCKHOLDER WILL DEPEND UPON THAT STOCKHOLDER'S OWN PARTICULAR
CIRCUMSTANCES. EACH STOCKHOLDER SHOULD CONSULT HIS, HER OR ITS OWN ADVISORS AS
TO THE FEDERAL, FOREIGN, STATE AND LOCAL TAX CONSEQUENCES TO THAT STOCKHOLDER OF
THE DELTA APPAREL DISTRIBUTION AND THE DUCK HEAD DISTRIBUTION.
<PAGE>
ACCOUNTING TREATMENT
The Delta Apparel distribution and the Duck Head distribution will be
accounted for in accordance with United States generally accepted accounting
principles. Accordingly, the Delta Apparel distribution will be accounted for
by Delta Woodside based on the recorded amounts of the net assets being spun-off
after reduction, if appropriate, for any indicated impairment of value. Delta
Woodside will charge directly to equity as a dividend the historical cost
carrying amount of the net assets of Delta Apparel.
<PAGE>
RELATIONSHIPS AMONG DELTA APPAREL,
DELTA WOODSIDE AND DUCK HEAD
This section describes the primary agreements among Delta Apparel, Delta
Woodside and Duck Head that will define the ongoing relationships among them and
their subsidiaries and affiliates after the Delta Apparel distribution and is
expected to provide for the orderly separation of the three companies. The
following description of the distribution agreement and the tax sharing
agreement summarizes the material terms of those agreements. If there is a
discrepancy between this summary and those agreements, you should rely on the
information in those agreements. Delta Apparel has filed those agreements as
exhibits to its Registration Statement on Form 10 filed with the Securities and
Exchange Commission. This document is a part of that registration statement.
DISTRIBUTION AGREEMENT
Delta Apparel has entered into a distribution agreement with Delta Woodside
and Duck Head as of January __, 2000. The distribution agreement provides for
the procedures for effecting the Delta Apparel distribution and the Duck Head
distribution. For this purpose, as summarized below, the distribution agreement
provides for the principal corporate transactions and procedures for separating
the Delta Apparel Company division's business and the Duck Head Apparel Company
division's business from the rest of Delta Woodside. Also, as summarized below,
the distribution agreement defines the relationships among Delta Apparel, Delta
Woodside and Duck Head after the Delta Apparel distribution with respect to,
among other things, indemnification arrangements and employee benefit
arrangements.
Intercompany reorganization
----------------------------
The distribution agreement provides, that, no later than the time the Delta
Apparel distribution occurs, Delta Woodside, Delta Apparel and Duck Head will
have caused the following to have been effected:
(a) Delta Woodside will have contributed, as contributions to capital, all
net debt amounts owed to it by the corporations that previously had
conducted the Delta Apparel Company division's business and the Duck
Head Apparel Company division's business.
(b) All the assets used in the operations of the Delta Apparel Company
division's business will have become owned by Delta Apparel or a
subsidiary of Delta Apparel, including the sale by Delta Mills to
Delta Apparel of the Rainsford Plant, located in Edgefield, SC, to
Delta Apparel as described below under the subheading "Other
Relationships".
(c) Delta Apparel will have assumed all of the liabilities of the Delta
Apparel Company division of Delta Woodside, and will have caused all
holders of indebtedness for borrowed money that are part of the
assumed Delta Apparel liabilities and all lessors of leases that are
part of the assumed Delta Apparel liabilities to release all obligors
(other than Delta Apparel or any of its subsidiaries) of that
indebtedness and under those leases.
(d) All the assets used in the operations of the Duck Head Apparel Company
division's business will have become owned by Duck Head or a
subsidiary of Duck Head.
(e) Duck Head will have assumed all of the liabilities of the Duck Head
Apparel Company division of Delta Woodside, and will have caused all
holders of indebtedness for borrowed money that are part of the
assumed Duck Head liabilities and all lessors of leases that are part
of the assumed Duck Head liabilities to release all obligors (other
than Duck Head or any of its subsidiaries) of that indebtedness and
under those leases.
<PAGE>
(f) Delta Woodside will have caused all holders of indebtedness for
borrowed money and all lessors of leases that are not part of the
liabilities assumed by Delta Apparel or the liabilities assumed by
Duck Head to release all obligors (other than Delta Woodside or its
remaining subsidiaries) of that indebtedness and under those leases.
Indemnification
---------------
Each of Delta Woodside, Delta Apparel and Duck Head has agreed to indemnify
each other and their respective directors, officers, employees and agents
against any and all liabilities and expenses incurred or suffered that arise out
of or pertain to:
(a) any breach of the representations and warranties made by it in the
distribution agreement;
(b) any breach by it of any obligation under the distribution agreement;
(c) the liabilities assumed or retained by it under the distribution
agreement; or
(d) any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission of a material fact contained in any of
its disclosure documents filed by it with the SEC, except insofar as
the misstatement or omission was based upon information furnished to
the indemnifying party by the indemnified party.
Employee Matters
-----------------
Delta Woodside will cause those individuals who are employed by the Delta
Apparel division to become employees of Delta Apparel, Delta Apparel will assume
the accrued employee benefits of these employees and Delta Woodside will cause
the account balance of each of these employees in any and all of Delta
Woodside's employee benefit plans (other than the Delta Woodside stock option
plan) to be transferred to a comparable employee benefit plan of Delta Apparel.
Intercompany Accounts
----------------------
Amounts owed by Delta Apparel to Delta Mills for yarn previously sold by
Delta Mills to Delta Apparel will be paid in the ordinary course of business.
As of October 2, 1999, these amounts aggregated approximately $5.5 million.
Other than any amounts owed under the tax sharing agreement, generally all
other intercompany receivable, payable and loan balances existing as of the time
of the Delta Apparel distribution between Delta Apparel, on the one hand, and
Duck Head and Delta Woodside, on the other hand, will be deemed to have been
paid in full by the party or parties owing the relevant obligation.
Transaction Expenses
---------------------
Generally, all costs and expenses incurred in connection with the Delta
Apparel distribution, the Duck Head distribution and related transactions shall
be paid by Delta Woodside; provided that the holders of the Delta Woodside
shares shall pay their own expenses, if any, incurred in connection with the
Delta Apparel distribution and the Duck Head distribution.
TAX SHARING AGREEMENT
Delta Apparel will enter into a tax sharing agreement with Delta Woodside
and Duck Head that will describe, among other things, each company's rights and
obligations relating to tax payments and refunds for periods before and after
the Delta Apparel distribution and related matters like the filing of tax
returns and the handling of audits and other tax proceedings. The tax sharing
agreement also describes the indemnification arrangements with respect to tax
matters among Delta Apparel and its subsidiaries (which this document refers to
as the Delta Apparel tax group), Delta Woodside and its subsidiaries after the
Delta Apparel distribution and the Duck Head distribution (which this document
refers to as the Delta Woodside tax group) and Duck Head and its subsidiaries
(which this document refers to as the Duck Head tax group).
<PAGE>
Under the tax sharing agreement, the allocation of tax liabilities and
benefits is generally as follows:
- With respect to federal income taxes:
(a) For each taxable year that ends prior to the Delta Apparel
distribution, Delta Woodside shall be responsible for paying any
increase in federal income taxes, and shall be entitled to
receive the benefit of any refund of or saving in federal income
taxes, that results from any tax proceeding with respect to any
returns relating to federal income taxes of the Delta Woodside
consolidated federal income tax group.
(b) For the taxable period ending on the date of the Delta Apparel
distribution, Delta Woodside shall be responsible for paying any
federal income taxes, and shall be entitled to any refund of or
saving in federal income taxes, with respect to the Delta
Woodside consolidated federal income tax group.
- With respect to state income, franchise or similar taxes:
(a) For each taxable year that ends prior to the Delta Apparel
distribution, each corporation that is a member of the Delta
Woodside tax group, the Duck Head tax group or the Delta Apparel
tax group shall be responsible for paying any increase in those
state taxes, and shall be entitled to receive the benefit of any
refund of or saving in those state taxes, that results from any
tax proceeding with respect to any returns relating to those
state taxes of that corporation (or any predecessor by merger of
that corporation).
(b) For the taxable period ending on the date of the Delta Apparel
distribution, each corporation that is a member of the Delta
Woodside tax group, the Duck Head tax group or the Delta Apparel
tax group shall be responsible for paying any of those state
taxes, and shall be entitled to any refund of or saving in those
state taxes, with respect to that corporation (or any predecessor
by merger of that corporation).
- With respect to federal employment taxes
(a) Delta Woodside shall be responsible for the federal employment
taxes payable with respect to the compensation paid, whether
before, on or after the date of the Delta Apparel distribution,
by any member of the Delta Woodside federal income tax
consolidated group for any part of the period ending on the date
of the Delta Apparel distribution or by any member of the Delta
Woodside tax group for any period after that date to all
individuals who are past or present employees of any business of
Delta Woodside other than the business of Delta Apparel or the
business of Duck Head.
(b) Duck Head shall be responsible for the federal employment taxes
payable with respect to the compensation paid, whether before, on
or after the date of the Delta Apparel distribution, by any
member of the Delta Woodside federal income tax consolidated
group for any part of the period ending on the date of the Duck
Head distribution or by any member of the Duck Head tax group for
any period after that date to all individuals who are past or
present employee of the business of Duck Head.
<PAGE>
(c) Delta Apparel shall be responsible for the federal employment
taxes payable with respect to the compensation paid, whether
before, on or after the date of the Delta Apparel distribution,
by any member of the Delta Woodside federal income tax
consolidated group for any part of the period ending on the date
of the Delta Apparel distribution or by any member of the Delta
Apparel tax group for any period after that date to all
individuals who are past or present employee of the business of
Delta Apparel.
- With respect to any taxes, other than federal employment taxes,
federal income taxes and state income, franchise or similar taxes:
(a) Delta Woodside shall be responsible for any of these taxes,
regardless of the time period or circumstance with respect to
which the taxes are payable, arising from or attributable to any
business of Delta Woodside other than the business of Delta
Apparel or the business of Duck Head;
(b) Duck Head shall be responsible for any of these taxes, regardless
of the time period or circumstance with respect to which the
taxes are payable, arising from or attributable to the business
of Duck Head; and
(c) Delta Apparel shall be responsible for any of these taxes,
regardless of the time period or circumstance with respect to
which the taxes are payable, arising from or attributable to the
business of Delta Apparel.
- The Delta Woodside tax group shall be responsible for all taxes, and
shall receive the benefit of all tax items, of any member of the Delta
Woodside tax group that relate to any taxable period after the Delta
Apparel distribution. The Duck Head tax group shall be responsible for
all taxes, and shall receive the benefit of all tax items, of any
member of the Duck Head tax group that relate to any taxable period
after the Duck Head distribution. The Delta Apparel tax group shall be
responsible for all taxes, and shall receive the benefit of all tax
items, of any member of the Delta Apparel tax group that relate to any
taxable period after the Delta Apparel distribution.
Under the tax sharing agreement, the Delta Apparel tax group and the Duck
Head tax group have irrevocably designated Delta Woodside as their agent for
purposes of taking a broad range of actions in connection with taxes for
pre-distribution periods. Those actions include the settlement of tax audits,
other tax proceedings and disputes arising out of the interpretation of the tax
sharing agreement. These arrangements may result in conflicts of interest among
Delta Apparel, Delta Woodside and Duck Head.
Under the tax sharing agreement, the Delta Apparel tax group, the Delta
Woodside tax group and the Duck Head tax group have agreed to indemnify one
another against various tax liabilities, generally in accordance with the
allocation of tax liabilities and benefits described above.
OTHER RELATIONSHIPS
Boards of Directors of Delta Apparel, Delta Woodside and Duck Head
---------------------------------------------------------------------------
The following directors of Delta Apparel are also directors of Delta
Woodside and Duck Head: William F. Garrett, C. C. Guy, Dr. James F. Kane, Dr.
Max Lennon, E. Erwin Maddrey, II, Buck A. Mickel and Bettis C. Rainsford. In
the event that any material issue were to arise between Delta Apparel, on the
one hand, and either Delta Woodside or Duck Head, on the other hand, these
directors could be deemed to have a conflict of interest with respect to that
issue. In that circumstance, Delta Apparel anticipates that it will proceed in
a manner that is determined by a majority of those members of Delta Apparel's
board of directors who are not also members of the board of directors of Delta
Woodside or the board of directors of Duck Head (as applicable).
<PAGE>
Sales to and Purchases from Delta Woodside or Duck Head of Goods or
---------------------------------------------------------------------------
Manufacturing Services
-----------------------
In the ordinary course of Delta Apparel's business, Delta Apparel has
produced T-shirts for Duck Head, purchased T-shirts from Duck Head and purchased
yarn and fabrics from Delta Mills. The following table shows these transactions
for the last three fiscal years and for the first three months of fiscal year
2000:
<TABLE>
<CAPTION>
(in thousands of dollars)
Fiscal year
----------- First quarter of
1997 1998 1999 Fiscal year 2000
------ ------ ---- ----------------
<S> <C> <C> <C> <C>
Sold to Duck Head 403 156 481 6
Purchased from Duck Head 653 132 0 0
Purchased from Delta Mills(1) 26,456 17,683 0 0
<FN>
________________________________________
(1) For purposes of this table, yarn produced by the Rainsford Plant and used
by Delta Apparel, prior to the transfer in April 1998 of operational
control of the Rainsford Plant, is treated as sold by Delta Mills to Delta
Apparel.
</TABLE>
Prior to the end of March 1997, all yarn sales between Delta Mills and
Delta Apparel were at a price equal to cost plus $0.01 per pound. Since March
1997, all of these yarn sales have been made at prices deemed by Delta Apparel
to approximate market value. In connection with these pricing policies on yarn
sales, through March 1997 Delta Apparel maintained with Delta Mills a
non-interest bearing deposit which aggregated $11.2 million at June 29, 1996.
Effective May 7, 1997, Delta Woodside adopted a written policy statement
governing the pricing of intercompany transactions. Among other things, this
policy statement provides that all intercompany sales and purchases will be
settled at market value and terms.
All of the T-shirt and fabric sales were made at prices deemed by Delta
Apparel to approximate market value.
Delta Apparel anticipates that any future sales or purchases to or from
Duck Head or Delta Woodside in the future will not be material.
Purchase of Rainsford Plant
------------------------------
The Rainsford Plant manufactures yarn for use in knitting operations. In
April 1998, control of the operations and management of the Rainsford Plant in
Edgefield, South Carolina was transferred from Delta Mills to Delta Apparel,
which converted the assets to produce yarn products for use in Delta Apparel's
products. A condition to consummation of the Delta Apparel distribution is the
sale by Delta Mills to Delta Apparel of the Rainsford Plant and related
inventory. Delta Apparel anticipates that the purchase price for these assets
will be cash equal to the assets' net book value. As required by the terms of
the 9 5/8% Senior Notes of Delta Mills, Delta Mills will provide to the holders
of those Senior Notes an opinion of an investment banking firm as to the
fairness from a financial point of view to those holders of the terms of this
sale.
<PAGE>
Management Services
--------------------
Delta Woodside has provided various services to the operating divisions of
its subsidiaries, including the Delta Mills Marketing Company, Duck Head Apparel
Company and Delta Apparel Company divisions. These services include payroll,
accounting, internal audit, employee benefits and services, purchasing, cotton
procurement, management information services and tax accounting. These services
have been charged on the basis of Delta Woodside's cost and allocated to the
various divisions based on employee headcount, computer time, projected sales
and other criteria.
During fiscal years 1997, 1998, and 1999, Delta Woodside charged the Delta
Apparel Company division $1,138,000, $1,048,000 and $1,135,000, respectively,
for these services.
Other
-----
For further information on transactions with affiliates by Delta Apparel,
see Note 8 to the Combined Financial Statements of Delta Apparel under "Index
to Financial Statements" in this document, which information is incorporated
into this section by reference.
Except as described above with respect to yarn sales, any transaction
entered into between Delta Apparel and any officer, director, principal
stockholder or any of their affiliates has been on terms that Delta Apparel
believes are comparable to those that would be available to Delta Apparel from
non-affiliated persons.
<PAGE>
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN
THE DELTA APPAREL DISTRIBUTION
One or more executive officers of Delta Apparel and one or more members of
the Delta Apparel board of directors will receive economic benefits as a result
of the Delta Apparel distribution and the Duck Head distribution and may have
other interests in the Delta Apparel distribution and the Duck Head distribution
in addition to their interests as Delta Woodside stockholders. Some of these
executive officers and directors will also be the beneficial owners of more than
5% of the outstanding shares of common stock of Delta Apparel immediately
following the Delta Apparel distribution. See "Security Ownership of
Significant Beneficial Owners and Management." The Delta Woodside board of
directors was aware of these interests and considered them along with the other
matters described above under "The Delta Apparel Distribution -- Background of
the Delta Apparel Distribution" and "The Delta Apparel Distribution -- Reasons
for the Delta Apparel Distribution."
RECEIPT OF DELTA APPAREL STOCK OPTIONS AND DELTA APPAREL INCENTIVE STOCK AWARDS
The compensation grants committee or compensation committee of the Delta
Apparel board of directors anticipates that, during the first six months
following the Delta Apparel distribution, grants under the Delta Apparel stock
option plan and awards under the Delta Apparel incentive stock award plan will
be made to the following executive officers of Delta Apparel:
<TABLE>
<CAPTION>
Name and position Shares Covered by Options(1) Shares Covered by Awards
- ---------------------------------------- ---------------------------- ------------------------
<S> <C> <C>
Robert W. Humphreys [to be determined] [to be determined]
President and Chief Executive Officer
Herbert M. Mueller [to be determined] [to be determined]
Vice President, Chief Financial Officer
and Treasurer
Marjorie F. Rupp [to be determined] [to be determined]
Vice President and Secretary
<FN>
___________________________________
(1) The compensation grants committee or the compensation committee of the
Delta Apparel board of directors anticipates that the stock options will be
granted at various dates during the six month period. The exercise price
for any option will be the stock's closing market value at the date of
grant.
</TABLE>
<PAGE>
PAYMENTS IN CONNECTION WITH DELTA APPAREL DISTRIBUTION AND DUCK HEAD
DISTRIBUTION
The Delta Woodside board of directors currently anticipates that, in
connection with the Delta Apparel distribution and the Duck Head distribution,
special cash bonuses may be awarded by Delta Woodside to the following
individuals who are members of the Delta Apparel board of directors:
<TABLE>
<CAPTION>
Name Cash bonus ($)
- -------------------- --------------
<S> <C>
William F. Garrett 306,000
C.C. Guy 32,625
Robert W. Humphreys 117,000
Dr. James F. Kane 32,625
Dr. Max Lennon 32,250
E. Erwin Maddrey, II 500,000
Buck A. Mickel 31,625
Bettis C. Rainsford 360,000
</TABLE>
These bonuses would be made in consideration of these individuals' efforts on
behalf of Delta Woodside leading up to the Delta Apparel distribution and the
Duck Head distribution.
EARLY EXERCISABILITY OF DELTA WOODSIDE STOCK OPTIONS
Pursuant to the distribution agreement, Delta Woodside has provided the
holders of outstanding options granted under the Delta Woodside stock option
plan, whether or not those options were then exercisable, with the opportunity
to amend the terms of their Delta Woodside stock options. The amendment offered
to each holder provided that:
(i) all unexercisable portions of the holder's Delta Woodside stock options
became immediately exercisable in full five (5) business days prior to the
Delta Apparel record date, which permitted the holder to exercise all or
part of the holder's Delta Woodside stock option prior to the Delta Apparel
record date (and thereby receive Delta Apparel shares in the Delta Apparel
distribution and Duck Head shares in the Duck Head distribution); and
(ii) any Delta Woodside stock options that remained unexercised as of the
Delta Apparel record date remain exercisable for only Delta Woodside common
shares, and for the same number of Delta Woodside common shares at the same
exercise price, after the Delta Apparel distribution and the Duck Head
distribution as before the Delta Apparel distribution and the Duck Head
distribution (and not for a combination of Delta Woodside shares, Delta
Apparel shares and Duck Head shares).
All holders of outstanding options under the Delta Woodside Stock Option
Plan entered into the proposed amendment.
As a result of these amendments, options for Delta Woodside shares became
exercisable earlier than they otherwise would have for the following Named
Executives and members of the Delta Apparel board of directors for the following
number of shares of Delta Woodside common stock:
<PAGE>
<TABLE>
<CAPTION>
Name Number of Delta Woodside
- ---- ---------------------------------------------------
common shares covered by portion of stock
---------------------------------------------------
options the exercisability of which was accelerated
---------------------------------------------------
<S> <C>
William F. Garrett 37,500
Herbert M. Mueller 4,500
Marjorie F. Rupp 3,000
</TABLE>
LEASE TERMINATIONS
Delta Woodside has leased its principal corporate office space and space
for its benefits department, purchasing department and financial accounting
department from a corporation (Hammond Square, Ltd.), one-half of the stock of
which is owned by each of E. Erwin Maddrey, II (a director of Delta Apparel and
Duck Head and President and Chief Executive Officer (from which officer
positions he will resign in connection with the Delta Apparel distribution) and
a director of Delta Woodside) and Jane H. Greer (Vice President and Secretary of
Delta Woodside (from which officer positions she will resign in connection with
the Delta Apparel distribution)). Mr. Maddrey and Ms. Greer are also the
directors and executive officers of Hammond Square, Ltd. The lease of this
space was executed effective September 1, 1998, covers approximately 9,662
square feet at a rental rate of $13.50 per square foot per year (plus certain
other expenses) and had an expiration date of August 2003. In connection with
the Delta Apparel distribution and the Duck Head distribution, Hammond Square,
Ltd. and Delta Woodside have agreed that this lease will terminate on the Delta
Apparel distribution date in exchange for the payment by Delta Woodside to
Hammond Square, Ltd. of $135,268. Following the Delta Apparel distribution
date, Delta Woodside may continue to use the space on an as needed
month-to-month basis at the rental rate of $14.00 per square foot per year (plus
certain other expenses).
Delta Woodside has leased office space in Edgefield, South Carolina from
The Rainsford Development Corporation, a corporation wholly owned by Bettis C.
Rainsford (a director of Delta Apparel, Duck Head and Delta Woodside). Mr.
Rainsford is a director and executive officer and Brenda L. Jones (Assistant
Secretary of Delta Woodside (from which officer positions she will resign in
connection with the Delta Apparel distribution)) is an executive officer of The
Rainsford Development Corporation. In connection with the Delta Apparel
distribution and the Duck Head distribution, The Rainsford Development
Corporation and Delta Woodside have agreed that this lease will terminate on the
Delta Apparel distribution date in exchange for the payment by Delta Woodside to
The Rainsford Development Corporation of $33,299.08.
LEASE OF STORE IN EDGEFIELD, SOUTH CAROLINA
Duck Head leases a building in Edgefield, South Carolina from Bettis C.
Rainsford (a director of Delta Apparel, Duck Head and Delta Woodside) 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, $9,944, $11,076 and $10,947 was paid to Mr. Rainsford during
fiscal 1997, 1998 and 1999, respectively.
TRANSFERS OF LIFE INSURANCE POLICIES
In February 1991, each of E. Erwin Maddrey, II (a director of Delta Apparel
and Duck Head and President and Chief Executive Officer (from which officer
positions Mr. Maddrey will resign in connection with the Delta Apparel
distribution) and a director of Delta Woodside) and Bettis C. Rainsford (a
director of Delta Apparel, Duck Head and Delta Woodside) entered into a stock
transfer restrictions and right of first refusal agreement (which this document
refers to as a "First Refusal Agreement") with Delta Woodside. Pursuant to each
First Refusal Agreement, Mr. Maddrey or Mr. Rainsford, as the case may be,
granted Delta Woodside a specified right of first refusal with respect to any
<PAGE>
sale of that individual's Delta Woodside shares owned at death for five years
after the 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 of them, $30
million is payable to Delta Woodside 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
or otherwise dispose of any or all of his Delta Woodside shares at any time
prior to his death or prevents Delta Woodside 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 terminates if the life insurance
policies payable to the applicable individual's beneficiaries for $10 million
are canceled by reason of Delta Woodside's failure to pay the premiums on those
policies.
In connection with the Delta Apparel distribution and the Duck Head
distribution, Delta Woodside has agreed with each of Mr. Maddrey and Mr.
Rainsford that, effective as of dates in January and February, 2000 (the dates
through which the applicable insurance premiums have been paid), that
individual's First Refusal Agreement will terminate and Delta Woodside will
transfer to the individual the $10 million life insurance policies on his life
the proceeds of which are payable to the beneficiary or beneficiaries he
selects. After this transfer, the recipient individual will be responsible for
payment the premiums on these life insurance policies. Delta Woodside will
allow the remaining $30 million of life insurance payable to Delta Woodside to
lapse.
<PAGE>
THE DUCK HEAD DISTRIBUTION
PARTIES TO THE DISTRIBUTION AGREEMENT
Delta Woodside
---------------
Delta Woodside is a South Carolina corporation with its principal executive
offices located at 233 North Main Street, Suite 200, Greenville, South Carolina
29601 (telephone number: 864-232-8301).
Prior to the Duck Head distribution, Delta Woodside had three operating
divisions: Delta Mills Marketing Company, Duck Head Apparel Company and Delta
Apparel Company.
- Delta Mills Marketing Company produces a range of cotton, synthetic
and blended finished and unfinished woven products that are sold for
the ultimate production of apparel, home furnishings and other
products. After the Duck Head distribution and the Delta Apparel
distribution, Delta Mills Marketing Company will remain the only
continuing Delta Woodside operation.
- Pursuant to the Duck Head distribution, Delta Woodside will distribute
to its stockholders all of the outstanding common stock of Duck Head,
which will continue the business formerly conducted by the Duck Head
Apparel Company division of various subsidiaries of Delta Woodside.
For a description of the business of the Duck Head Apparel Company
division, see the information under the heading "Business of Duck
Head".
- Simultaneously with the Duck Head distribution, Delta Woodside will,
pursuant to the Delta Apparel distribution, distribute to its
stockholders all of the outstanding stock of Delta Apparel, which will
continue the business formerly conducted by the Delta Apparel Company
division of various subsidiaries of Delta Woodside. For a description
of the business of the Delta Apparel Company division, see the
information below under the subheading "Delta Apparel".
Duck Head
----------
Duck Head is a Georgia corporation with its principal executive offices
located at 1020 Barrow Industrial Parkway, P.O. Box 688, Winder, Georgia 30680
(telephone number: 770-867-3111).
Delta Apparel
--------------
Delta Apparel is a Georgia corporation with its principal executive offices
located at 3355 Breckinridge Blvd., Suite 100, Duluth, Georgia 30680 (telephone
number: 770-806-6800). Delta Apparel is a vertically integrated supplier of
knit apparel, particularly T-shirts, sportswear and fleece goods and sells its
products to distributors, screen printers and private label accounts.
BACKGROUND OF THE DUCK HEAD DISTRIBUTION
Since the middle of its 1998 fiscal year, Delta Woodside's board of
directors has explored various means, in addition to effectively operating Delta
Woodside's businesses, to enhance stockholder value.
On March 9, 1998, Delta Woodside announced that it was withdrawing from the
circular knit fabrics business, which had operated under the name of Stevcoknit
Fabrics Company, and would be selling or closing and liquidating its two
knitting, dyeing and finishing plants in Wallace, North Carolina, and its yarn
spinning plant in Spartanburg, South Carolina. In the announcement, Delta
Woodside also stated that it had decided to sell its Nautilus International
fitness equipment division, and had retained an investment banking firm to
handle the sale.
<PAGE>
Delta Woodside completed most of the liquidation and sale of the Stevcoknit
Fabrics Company division during its 1998 fiscal year. The Nautilus
International sale was consummated in January 1999.
On September 15, 1998, Delta Woodside announced that its board of directors
had approved a plan to purchase from time to time up to 2,500,000 outstanding
Delta Woodside common shares at prices and at times at the discretion of Delta
Woodside's top management. The announcement stated that Delta Woodside believed
that, at times, its stock price was undervalued and that these purchases would
enhance stockholder value.
At a meeting on October 9, 1998, the Delta Woodside board of directors made
the decision to sell the Duck Head Apparel Company division. To assist in this
transaction, Delta Woodside hired an investment banking firm.
On January 21, 1999, Delta Woodside announced that it had discussions with
third parties with respect to a possible sale of the Duck Head Apparel Company
division, and that, based on these discussions, Delta Woodside was continuing to
explore strategic alternatives for the Duck Head Apparel Company division, but
could not be reasonably certain that a transaction on satisfactory terms would
be consummated in the near future. The announcement stated that, for this
reason, Delta Woodside had made the decision to continue to report the Duck Head
Apparel Company division as a part of continuing operations.
At a meeting on February 4, 1999, the Delta Woodside board of directors
approved a plan to effect a major restructuring of Delta Woodside. This
restructuring would have involved the spin-off to the Delta Woodside
stockholders of each of Delta Woodside's two apparel divisions, leaving the
Delta Mills, Inc. subsidiary, and its operating division, Delta Mills Marketing
Company, in Delta Woodside. Simultaneously with the spin-off, Delta Woodside
would have been sold to a third party buyer not yet identified. Under this
plan, the Delta Woodside stockholders would have received, for their shares of
Delta Woodside common stock, shares of each of the new spun-off apparel
companies and cash for their post spin-off Delta Woodside shares. The plan
would have been subject to the approval of the Delta Woodside stockholders. If
the plan had been approved by the requisite stockholder vote, the Rainsford
plant in Edgefield, South Carolina, would have been sold by the Delta Mills,
Inc. subsidiary to the Delta Apparel Company division, the Duck Head Apparel
Company division and the Delta Apparel Company division would have been
separated into two corporations, and the stock of each of the Duck Head
corporation and the Delta Apparel corporation would have been distributed to all
of the Delta Woodside stockholders. The Delta Woodside board of directors
decided that Delta Woodside would promptly begin the process of soliciting
offers for the purchase of the post spin-off Delta Woodside common stock, and
that Delta Woodside would retain an investment banking firm to assist in the
implementation of this restructuring plan.
On March 16, 1999, Delta Woodside announced that Robert Rockey was assuming
the position of chief executive officer of the Duck Head Apparel Company
division, effective immediately. The announcement stated that, after the
planned spin-off of the Duck Head Apparel Company operation, Mr. Rockey would
serve as chairman and chief executive officer of that new separate corporation.
On March 23, 1999, Delta Woodside announced that it had engaged Prudential
Securities Incorporated (which this document refers to as "Prudential") to
advise the Delta Woodside board of directors with respect to the previously
announced plan to sell the portion of Delta Woodside remaining after the
distribution to the Delta Woodside stockholders of the shares of stock of Delta
Woodside's apparel businesses. The announcement also stated that the Duck Head
Apparel Company division was no longer for sale.
Following this announcement, Delta Woodside provided information
respecting a possible sale of the remaining Delta Woodside--- to nineteen
companies. None of these potential purchasers, however, made an offer for the
remaining Delta Woodside that Delta Woodside considered to be satisfactory.
<PAGE>
On April 21, 1999, Delta Woodside announced that Robert W. Humphreys was
assuming the position of president and chief executive officer of the Delta
Apparel Company division. The announcement stated that, after the planned
spin-off of the Delta Apparel Company operation, Mr. Humphreys would serve as
the president and chief executive officer of that new separate corporation.
At a meeting on June 24, 1999, the Delta Woodside board of directors
decided to terminate the process of attempting to sell a post-spin-off Delta
Woodside comprised solely of Delta Mills Marketing Company in line with its
previously-announced plan, because it had not received any satisfactory offer
for the business. The Board determined to continue to explore other strategies
to enhance stockholder value, including: (1) the purchase of the Delta Apparel
Company division and the Duck Head Apparel Company division by the Delta Mills,
Inc. subsidiary, or (2) a spin-off/recapitalization in which the apparel
divisions would be spun-off to the Delta Woodside stockholders as separate
public companies, and substantial cash would be paid out to stockholders from
new borrowings by the remaining Delta Woodside. Under the purchase of the Delta
Apparel Company division and the Duck Head Apparel Company division by Delta
Mills, Inc. scenario, Delta Woodside would have been provided with substantial
cash to make acquisitions of Delta Woodside common stock or other businesses, or
for other purposes. Under the spin-off/recapitalization scenario, Delta
Woodside stockholders would have received, for their Delta Woodside common
shares, shares of each of the new spun-off apparel companies, cash and stock in
the remaining Delta Woodside. Also, additional shares of the remaining Delta
Woodside (representing more than 20% of the then outstanding shares of the
remaining Delta Woodside) would have been sold to members of management of Delta
Mills Marketing Company. Consummation of the spin-off/recapitalization
transaction was to be conditioned upon receiving a favorable vote of the Delta
Woodside stockholders.
Following this announcement, Delta Woodside, with the assistance of
Prudential, explored the possibility of Delta Mills, Inc. refinancing its
existing $150 million of 9 -5/8% Senior Notes with a larger issue of
indebtedness in order to effect the proposed recapitalization. During the time
frame of this examination, however, the interest rates payable by issuers of new
senior debt in the textile and apparel industries became higher than were deemed
acceptable by the Delta Woodside board of directors.
On August 20, 1999, Delta Woodside announced that, due to weakness in the
bond market, Delta Woodside believed that its previously announced
recapitalization/spin-off strategy was not feasible at that time. Delta
Woodside further announced that, because Delta Woodside believed that its
stockholders would best be served by separating the operating companies, Delta
Woodside did not plan to pursue the acquisition of the two apparel divisions by
its textile subsidiary, Delta Mills, Inc., at that time. The announcement also
stated that Delta Woodside was continuing to explore strategic alternatives to
accomplish the separation of its operating companies, and would announce
specific plans in the upcoming months.
On October 4, 1999, Delta Woodside announced that it planned to spin off to
the Delta Woodside stockholders its two apparel businesses (Duck Head Apparel
Company and Delta Apparel Company) as two separate publicly-owned corporations.
The announcement further stated that Delta Woodside was in the process of
transferring various corporate functions to its three operating divisions (Delta
Mills Marketing Company, Duck Head Apparel Company and Delta Apparel Company).
The announcement stated that, upon the complete transfer of these functions or
at the time of the spin-offs (as appropriate), the functions then being
performed at the Delta Woodside level would no longer need to be performed at
that level, and the executive officers of Delta Woodside would resign their
positions with Delta Woodside. The announcement stated that, upon consummation
of the spin-offs, Delta Mills Marketing Company would be Delta Woodside's sole
remaining business, and William Garrett, the head of the Delta Mills Marketing
Company division, would become President and Chief Executive Officer of the
remaining Delta Woodside. The announcement stated that, in connection with the
proposed spin-offs, significant equity incentives, in the form of stock options
and incentive stock awards for the new public companies' stock, would be granted
to the managements of the new companies. The announcement stated that Delta
Woodside could not determine at that time whether the receipt of the apparel
companies' stock would, or would not, be taxable to the Delta Woodside
stockholders for Federal income tax purposes, but that, at the time that Delta
Woodside had sufficient information to determine the appropriate Federal income
tax treatment of the spin-offs, it would promptly provide the necessary income
tax information to the Delta Woodside stockholders. The announcement stated
that Delta Woodside believed that, even if the spin-offs were determined to be
taxable for Federal income tax purposes, the spin-offs would still be in the
best interests of Delta Woodside's stockholders.
<PAGE>
REASONS FOR THE DUCK HEAD DISTRIBUTION
Since the summer of 1998, Delta Woodside's board of directors has been
engaged in the process of exploring various means to maximize stockholder value.
The alternatives that the Delta Woodside Board has examined have included:
(a) a potential sale of the Duck Head Apparel Company division;
(b) a pro rata tax-free spin-off of Delta Woodside's two apparel
businesses to Delta Woodside's stockholders accompanied by a sale of
the remaining company;
(c) a pro rata tax-free spin-off of Delta Woodside's two apparel
businesses to Delta Woodside's stockholders accompanied by a
recapitalization of the remaining company that would involve a cash
distribution to Delta Woodside's stockholders by that remaining
company;
(d) a pro rata tax-free spin-off of Delta Woodside's two apparel
businesses to Delta Woodside's stockholders;
(e) a pro rata taxable spin-off of Delta Woodside's two apparel businesses
to Delta Woodside's stockholders;
(f) a disproportionate tax-free spin-off of one of Delta Woodside's
apparel businesses to one of Delta Woodside's major stockholders
accompanied by a pro rata tax-free spin-off of the other apparel
business to all the other stockholders;
(g) a potential sale of the Delta Apparel Company business or assets;
(h) a purchase by Delta Mills, Inc. of the Duck Head Apparel Company and
the Delta Apparel Company businesses; and
(i) leaving Delta Woodside's three businesses in Delta Woodside in their
current corporate form.
During the course of this exploration, the Delta Woodside board witnessed a
deterioration of general market conditions in the textile and apparel
industries. This deterioration caused the market's perceived values of textile
and apparel businesses to decline significantly.
This decline, together with the information obtained by Delta Woodside in
the process of exploring the alternatives described above, led the Delta
Woodside board to conclude that:
(i) any sale or liquidation at this time or in the near future of any of
Delta Woodside's businesses would, more likely than not, be at
depressed and unacceptable prices; and
(ii) absent a change in circumstances, the interests of Delta Woodside and
its stockholders would be best served by not pursuing the sale or
liquidation of any of Delta Woodside's businesses at this time.
<PAGE>
The Delta Woodside Board also determined that the best interests of Delta
Woodside and its stockholders would not be served by pursuing at this time any
of the additional alternatives described above other than a pro rata spin-off of
Delta Woodside's two apparel businesses to Delta Woodside's stockholders. The
major factors that led to this conclusion were the general market condition
deterioration described above and:
(1) contractual constraints, which added significantly to the costs of
those alternatives that required additional financing to be incurred
by Delta Mills;
(2) Unfavorable debt market conditions, particularly for debt issuances by
textile and apparel companies;
(3) Insufficient buyer interest in any of Delta Woodside's businesses at
prices deemed sufficient by the Delta Woodside board;
(4) The Delta Woodside board's belief in the future enhanced stockholder
value available from separating Delta Woodside's businesses into
separate companies; and
(5) The Delta Woodside board's conclusion that the interests of Delta
Woodside and its stockholders would be adversely affected by any
decision of the Delta Woodside board to delay implementing the
separation of its businesses. The Board believes that continuing
uncertainty in the marketplace as to Delta Woodside's strategic plans
is likely to be damaging the relations of one or more of Delta
Woodside's businesses with certain of its respective suppliers and
customers, and that continuing uncertainty by the employees of Delta
Woodside and its subsidiaries as to Delta Woodside's strategic plans
could cause Delta Woodside or its subsidiaries to lose valuable
employees.
The Delta Woodside board, therefore, concluded that the best interests of
Delta Woodside and its stockholders would be furthered by separating into
distinct public companies Delta Woodside's three businesses (Delta Mills
Marketing Company, Delta Apparel Company and Duck Head Apparel Company), and
that the best method to accomplish this separation and thereby enhance
stockholder value that is available to Delta Woodside at this time is to effect
a pro rata spin-off to Delta Woodside's stockholders of each of Delta Woodside's
apparel businesses, whether that spin-off is tax-free or taxable for federal
income tax purposes.
In reaching this determination, the Delta Woodside Board took into account
its belief that the separation of Delta Woodside's three businesses will further
the following objectives, among others, and thereby enhance stockholder value:
(a) Permit the grant of equity incentives to the separate management of
each business, which incentives would not be affected by the results
of the other businesses and, therefore, would have excellent potential
to align closely the interests of that management with those of the
stockholders;
(b) Permit the elimination of certain existing corporate overhead expenses
that result from the current need to coordinate the operations of
three distinct businesses that have separate modes of operation and
markets;
(c) Eliminate the complaints of certain customers of Delta Mills Marketing
Company (which, as a supplier to those customers, has access to
certain of their competitive information) that a competitor of theirs
(Duck Head Apparel Company) is under common management with Delta
Mills Marketing Company;
(d) Permit each business to obtain, when needed, the best equity and debt
financing possible without being affected by the operational results
of the other businesses;
<PAGE>
(e) Permit each business to establish long-range plans geared toward the
expected cyclicality, competitive conditions and market trends in its
own line of business, unaffected by the markets, needs and constraints
of the other businesses;
(f) Promote a more streamlined management structure for each of the three
businesses, better able to respond quickly to customer and market
demands; and
(g) Permit the value of each of the three divisions to be more accurately
reflected in the equity market by separating the results of each
business from the other two businesses.
In reaching its conclusion, the Board also took into account the following
additional factors:
- The conclusion to be delivered to the Delta Woodside Board by a third
party as to the solvency of Duck Head at the time of the Duck Head
distribution;
- The financial statements of Duck Head set forth in this document under
the heading, "Unaudited Pro Forma Combined Financial Statements", and
at pages F-1 to F-22;
- The Delta Woodside board's knowledge of the business, operations,
assets and financial condition of Duck Head;
- Duck Head management's assessment of the prospects of Duck Head;
- The current and prospective economic environment in which Duck Head
operates; and
- The terms of the distribution agreement and the tax sharing agreement.
This discussion of the information and factors considered by the Delta
Woodside board is not meant to be exhaustive but is believed to include the
material factors considered by the Delta Woodside board in authorizing the Duck
Head distribution. The Delta Woodside board did not quantify or attach any
particular weight to the various factors that it considered in reaching its
determination that the Duck Head distribution, the Delta Apparel distribution
and related transactions are advisable and in the best interests of Delta
Woodside and its stockholders. In reaching its determination, the Delta
Woodside board took the various factors into account collectively and the Delta
Woodside board did not perform a factor-by-factor analysis.
DESCRIPTION OF THE DUCK HEAD DISTRIBUTION
The distribution agreement among Delta Woodside, Duck Head and Delta
Apparel sets forth the general terms and conditions relating to, and the
relationship of the three corporations after, the Duck Head distribution. For
an extensive description of the distribution agreement, see the section of this
document found under the heading "Relationship Among Duck Head, Delta Woodside
and Delta Apparel--Distribution Agreement".
Delta Woodside plans to effect the Duck Head distribution on or about March
__, 2000 by distributing all of the issued and outstanding shares of Duck Head
common stock to the record holders of Delta Woodside common stock on the record
date for this transaction, which is February __, 2000. Delta Woodside will
distribute one share of Duck Head common stock to each of those holders for
every ten shares of Delta Woodside common stock owned of record by that holder.
The actual total number of shares of Duck Head common stock that Delta Woodside
will distribute will depend on the number of shares of Delta Woodside common
stock outstanding on the record date. Based upon the one-for-ten Duck Head
distribution ratio and the number of shares of Delta Woodside common stock
outstanding on January __, 2000, Delta Woodside will distribute approximately
2,386,000 shares of Duck Head common stock to holders of Delta Woodside common
stock, which will then constitute all of the outstanding shares of Duck Head
common stock. Duck Head common shares will be fully paid and nonassessable, and
the holders of those shares will not be entitled to preemptive rights. For a
further description of Duck Head common stock and the rights of its holders, see
the portion of this document located under the heading "Description of Duck Head
Capital Stock".
<PAGE>
For those holders of Delta Woodside common stock who hold their shares of
Delta Woodside common stock through a stockbroker, bank or other nominee, Delta
Woodside's distribution agent, First Union National Bank, will transfer the
shares of Duck Head common stock to the registered holders of record who will
make arrangements to credit their customers' accounts with Duck Head common
stock. Delta Woodside anticipates that stockbrokers and banks generally will
credit their customers' accounts with Duck Head common stock on or about March
__, 2000.
If a holder of Delta Woodside common stock owns a number of shares of Delta
Woodside common stock that is not a whole multiple of ten and therefore would be
entitled to receive a fraction of a whole share of Duck Head common stock, that
holder will receive cash instead of a fractional share of Duck Head common
stock. The distribution agent will aggregate into whole shares the fractional
shares to be cashed out and sell them as soon as practicable in the open market
at then prevailing prices on behalf of those registered holders who would
otherwise be entitled to receive less than whole shares. These registered
holders will receive instead a cash payment in the amount of their pro rata
share of the total proceeds of those sales, less any brokerage commissions. The
distribution agent will pay the net proceeds from sales of fractional shares
based upon the average selling price per share of Duck Head common stock of all
of those sales, less any brokerage commissions. Duck Head expects the
distribution agent to make sales on behalf of holders who would receive a
fraction of a whole Duck Head common share in the Duck Head distribution as soon
as practicable after the Duck Head distribution date. None of Delta Woodside,
Duck Head or the distribution agent guarantees any minimum sale price for those
fractional shares of Duck Head common stock, and no interest will be paid on the
sale proceeds of those shares.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
Delta Woodside has attempted to structure the Duck Head distribution and
the Delta Apparel distribution to qualify as tax-free spin offs for federal
income tax purposes under Section 355 of the Internal Revenue Code. Section 355
treats a spin-off as tax free if the conditions of that statute are satisfied.
One of these conditions is that the transaction is "not used principally as a
device for the distribution of the earnings and profits" of Delta Woodside, Duck
Head or Delta Apparel.
Upon the request of a corporation that desires to effect a spin-off, the
IRS will issue a private letter ruling that the proposed spin-off will be
treated as tax-free under Section 355 so long as various conditions specified by
the IRS are satisfied. Delta Woodside believes that, with the exception of one
condition, the Duck Head distribution and the Delta Apparel distribution satisfy
all the conditions for Delta Woodside to be able to obtain a private letter
ruling from the IRS that the distributions are tax-free spin-offs under Section
355.
The one IRS private letter ruling condition that Delta Woodside is unable
to satisfy relates to the statutory requirement mentioned above that the
transaction not be used principally as a device for the distribution of earnings
and profits. The IRS private letter ruling condition is that each
non-institutional beneficial owner of at least 5% of the outstanding Delta
Woodside shares represent to the IRS that he, she or it has no plan or intention
to sell, exchange, transfer by gift or otherwise dispose of any stock in Delta
Woodside, Duck Head or Delta Apparel after the Duck Head distribution and the
Delta Apparel distribution.
Each of the non-institutional beneficial owners of at least 5% of the
outstanding Delta Woodside shares, other than Bettis C. Rainsford (a director of
Delta Woodside, Duck Head and Delta Apparel), has informed Delta Woodside that
he, she or it is willing to provide the necessary representation to the IRS.
Mr. Rainsford, however, has informed Delta Woodside that he is unwilling to
provide the required representation.
<PAGE>
As a result, Delta Woodside is not eligible to receive a private letter
ruling from the IRS that the Duck Head distribution and the Delta Apparel
distribution qualify as tax-free spin-offs under Section 355.
The fact that Delta Woodside is not eligible to receive a private letter
ruling from the IRS on the issue does not, however, in and of itself, mean that
the distributions do not qualify as tax-free spin-offs under Section 355.
Whether the Duck Head distribution and the Delta Apparel distribution qualify
under Section 355 as tax-free spin-offs will depend on whether the criteria in
Section 355 and the relevant rules and regulations of the IRS are satisfied.
Delta Woodside believes, based on the information currently available to
it, that the only Section 355 condition that the IRS may view as not satisfied
by the Duck Head distribution and the Delta Apparel distribution is the one
mentioned above that the distributions not be "used principally as a device for
the distribution of the earnings and profits" of Delta Woodside, Duck Head or
Delta Apparel. Whether or not the distributions satisfy this condition will
depend primarily on events and circumstances that may or may not occur after the
Duck Head distribution and the Delta Apparel distribution and over which Delta
Woodside, Duck Head and Delta Apparel will have no control. In particular, in
some circumstances one or more sales or other dispositions by any greater than
5% beneficial owner of Delta Woodside, Duck Head or Delta Apparel shares after
the distributions may indicate to the IRS that the distributions were "used
principally as a device for the distribution of the earnings and profits" of
Delta Woodside, Duck Head or Delta Apparel, whereas in other circumstances any
sales or dispositions of this nature may not. Delta Woodside cannot at this
time predict what all of its 5% or greater beneficial owners will do with
respect to their Delta Woodside shares, Duck Head shares or Delta Apparel shares
after the distributions and, therefore, is not in a position now to inform its
stockholders as to the federal income tax consequences of the Duck Head
distribution and the Delta Apparel distribution.
Notwithstanding this uncertainty, Delta Woodside will make a good faith
determination, as soon as practicable and in any event prior to January 31,
2001, on the basis of all of the facts then known to it, and advise all of its
stockholders who receive Duck Head shares in the Duck Head distribution and
Delta Apparel shares in the Delta Apparel distribution whether or not in Delta
Woodside's opinion the Duck Head distribution and the Delta Apparel distribution
should be treated as tax-free spin-offs under Section 355.
Each holder of Delta Woodside shares that receives Duck Head shares and
Delta Apparel shares in the distribution must attach a descriptive statement
about the distributions to his, her or its federal income tax return for the
year in which the distributions occur. Delta Woodside will provide the required
information to each holder of Delta Woodside shares as of the record date for
the distributions.
Material Federal Income Tax Consequences if the Duck Head Distribution and
---------------------------------------------------------------------------
the Delta Apparel Distribution Qualify as Tax-Free Spin-Offs under Section
---------------------------------------------------------------------------
355
---
If the Duck Head distribution and the Delta Apparel distribution qualify as
tax-free spin-offs under Section 355, then:
1. The Delta Woodside stockholders who receive those shares will not recognize
gain upon either of the distributions, except as described immediately
below with respect to fractional shares.
2. Cash, if any, received by a Delta Woodside stockholder instead of a
fractional share of Duck Head common stock or Delta Apparel common stock
will be treated as received in exchange for that fractional share. That
stockholder will recognize gain or loss to the extent of the difference
between his, her or its tax basis in that fractional share and the amount
received for that fractional share, and, provided that fractional share is
held as a capital asset, the gain or loss will be capital gain or loss.
3. Each Delta Woodside stockholder will be required to apportion his, her or
its tax basis in the stockholder's Delta Woodside shares between the Delta
Woodside shares retained and the Duck Head shares and Delta Apparel shares
received, with this apportionment to be made in proportion to the shares'
relative fair market values for federal income tax purposes at the date of
the distributions.
<PAGE>
4. The Delta Woodside stockholder's holding period for the Duck Head shares
and the Delta Apparel shares received in the distributions will be the same
as the stockholder's holding period for the Delta Woodside shares with
respect to which the Duck Head distribution and the Delta Apparel
distributions are made.
5. No gain or loss will be recognized by Delta Woodside with respect to the
Duck Head distribution or the Delta Apparel distribution, except to the
extent of any excess loss accounts or deferred intercompany gains. Delta
Woodside anticipates that in connection with the distributions Delta
Woodside will recognize gain as a result of excess loss accounts or
deferred intercompany gains, but that this gain will be offset by Delta
Woodside's net operating losses.
Material Federal Income Tax Consequences if the Duck Head Distribution and
----------------------------------------------------------------------------
the Delta Apparel Distribution Do Not Qualify as Tax-Free Spin-Offs under
----------------------------------------------------------------------------
Section 355
-----------
If the Duck Head distribution and the Delta Apparel distribution do not
qualify as tax-free spin-offs under Section 355, then the following are the
material federal income tax consequences to each participating Delta Woodside
stockholder and to Delta Woodside:
1. Each Delta Woodside stockholder will recognize dividend income to the
extent of the lesser of (a) the value of the Duck Head shares and the Delta
Apparel shares received (together with any cash received for any fractional
share) or (b) the stockholder's pro rata share of the accumulated earnings
and profits of Delta Woodside for federal income tax purposes through the
end of fiscal year 2000. This dividend income will not reduce any Delta
Woodside stockholder's basis in his, her or its Delta Woodside shares.
a. Delta Woodside will advise each Delta Woodside stockholder, as soon as
practicable and in any event prior to January 31, 2001, of the fair
market value for federal income tax purposes of the Duck Head shares
and the Delta Apparel shares received by them in the distributions.
Because those values for federal income tax purposes will depend on
the trading prices of the Duck Head shares and the Delta Apparel
shares around the time of the distribution, Delta Woodside is not able
at this time to predict what those values will be.
b. Delta Woodside's accumulated earnings and profits through fiscal year
1999 were approximately $18.2 million (approximately $0.76 per Delta
Woodside share). The amount, if any, of Delta Woodside's earnings and
profits for fiscal year 2000 cannot be determined at this time. Delta
Woodside will advise each Delta Woodside stockholder, as soon as
practicable and in any event prior to January 31, 2001, of that
stockholder's pro rata share of Delta Woodside's accumulated earnings
and profits through fiscal year 2000.
2. Any value of the Duck Head shares and Delta Apparel shares (together with
any cash received for any fractional share) that exceeds the Delta Woodside
stockholder's pro rata share of Delta Woodside's accumulated earnings and
profits through fiscal year 2000 will constitute a return of capital to
that stockholder (i.e. the stockholder will not be taxed on that value) up
to the stockholder's basis in his, her or its Delta Woodside shares, and
the stockholder's basis in his, her or its Delta Woodside shares will be
reduced accordingly. Any remaining value of the Duck Head shares and Delta
Apparel shares (together with any cash received for any fractional share)
in excess of the Delta Woodside stockholder's basis in his, her or its
Delta Woodside shares will be taxable to the Delta Woodside stockholder as
gain, which will be capital gain if the Delta Woodside stock is held as a
capital asset. This capital gain will be taxable as either long-term or
short-term capital gain, depending upon the stockholder's holding period
for those Delta Woodside shares.
<PAGE>
3. The Delta Woodside stockholder's tax basis in the Duck Head shares and the
Delta Apparel shares received in the distributions will be equal to the
fair market value for federal income tax purposes of those shares at the
time of the distributions. The stockholder's holding period for those
shares will begin on the date of the distributions.
4. The Duck Head distribution and the Delta Apparel distribution will also be
taxable as a gain to Delta Woodside, to the extent of the excess of the
value for federal income tax purposes of the Duck Head shares and the Delta
Apparel shares distributed over their tax bases to Delta Woodside. Delta
Woodside believes that any federal income tax liability to it resulting
from the Duck Head distribution and the Delta Apparel distribution will not
be material, because any applicable recognized income will be offset by
Delta Woodside's net operating losses. Any gain recognized by Delta
Woodside on the Duck Head distribution or the Delta Apparel distribution
will increase the fiscal year 2000 earnings and profits. Delta Woodside
cannot at this time calculate the amount of this gain because it is unable
to forecast what the initial trading prices will be for the Duck Head
shares or the Delta Apparel shares, which will be the federal income tax
values of the Duck Head shares and the Delta Apparel shares for purposes of
this calculation.
Net Operating Loss Carry Forwards
-------------------------------------
As of July 3, 1999, Delta Woodside had net operating loss carry forwards,
for federal income tax purposes, of approximately $68 million. Delta Woodside
believes that, following the Duck Head distribution and the Delta Apparel
distribution, approximately $56 million of this net operating loss carry forward
will remain as a tax attribute of Delta Woodside ($10 million of which will be
subject to limitation under the separate return limitation rules), approximately
$3 million will be a tax attribute of Duck Head and approximately $9 million
will be a tax attribute of Delta Apparel.
Prior to the Duck Head distribution and the Delta Apparel distribution, the
Duck Head Apparel Company division and the Delta Apparel Company division were
part of the Delta Woodside consolidated group, and the net operating losses of
any member of the Delta Woodside consolidated group were generally available to
reduce the consolidated federal taxable income of the group. For financial
reporting purposes, prior to the Duck Head distribution and the Delta Apparel
distribution each of Duck Head and Delta Apparel carries "deferred tax assets"
on its balance sheet to reflect, among other matters, the financial impact of
their respective hypothetical separate company net operating loss carry
forwards. For federal income tax purposes, tax attributes, such as net
operating loss carry forwards, remain with the corporate entity, not the
division, that generated them. Therefore, with the Duck Head distribution and
the Delta Apparel distribution, tax attributes, including the Delta Woodside
consolidated federal net operating loss carry forward, will be allocated among
Delta Woodside, Duck Head and Delta Apparel in accordance with the federal
consolidated return regulations.
The pro forma balance sheet of Duck Head that is included under the heading
"Unaudited Pro Forma Combined Financial Statements" reflects Duck Head's
expected allocable portion of the pre-distribution Delta Woodside consolidated
federal net operating loss carry forward.
THE FOREGOING IS A GENERAL DISCUSSION AND IS NOT INTENDED TO SERVE AS
SPECIFIC ADVICE FOR ANY PARTICULAR DELTA WOODSIDE STOCKHOLDER, SINCE THE TAX
CONSEQUENCES OF THE DUCK HEAD DISTRIBUTION AND THE DELTA APPAREL DISTRIBUTION TO
EACH STOCKHOLDER WILL DEPEND UPON THAT STOCKHOLDER'S OWN PARTICULAR
CIRCUMSTANCES. EACH STOCKHOLDER SHOULD CONSULT HIS, HER OR ITS OWN ADVISORS AS
TO THE FEDERAL, FOREIGN, STATE AND LOCAL TAX CONSEQUENCES TO THAT STOCKHOLDER OF
THE DUCK HEAD DISTRIBUTION AND THE DELTA APPAREL DISTRIBUTION.
ACCOUNTING TREATMENT
The Duck Head distribution and the Delta Apparel distribution will be
accounted for in accordance with United States generally accepted accounting
principles. Accordingly, the Duck Head distribution will be accounted for by
Delta Woodside based on the recorded amounts of the net assets being spun-off
after reduction, if appropriate, for any indicated impairment of value. Delta
Woodside will charge directly to equity as a dividend the historical cost
carrying amount of the net assets of Duck Head.
<PAGE>
RELATIONSHIPS AMONG DUCK HEAD,
DELTA WOODSIDE AND DELTA APPAREL
This section describes the primary agreements among Duck Head, Delta
Woodside and Delta Apparel that will define the ongoing relationships among them
and their subsidiaries and affiliates after the Duck Head distribution and is
expected to provide for the orderly separation of the three companies. The
following description of the distribution agreement and the tax sharing
agreement summarizes the material terms of those agreements. If there is a
discrepancy between this summary and those agreements, you should rely on the
information in those agreements. Duck Head has filed those agreements as
exhibits to its Registration Statement on Form 10 filed with the Securities and
Exchange Commission. This document is a part of that registration statement.
DISTRIBUTION AGREEMENT
Duck Head has entered into a distribution agreement with Delta Woodside and
Delta Apparel as of January __, 2000. The distribution agreement provides for
the procedures for effecting the Duck Head distribution and the Delta Apparel
distribution. For this purpose, as summarized below, the distribution agreement
provides for the principal corporate transactions and procedures for separating
the Duck Head Apparel division's business and the Delta Apparel division's
business from the rest of Delta Woodside. Also, as summarized below, the
distribution agreement defines the relationships among Duck Head, Delta Woodside
and Delta Apparel after the Duck Head distribution with respect to, among other
things, indemnification arrangements and employee benefit arrangements.
Intercompany reorganization
----------------------------
The distribution agreement provides, that, no later than the time the Duck
Head distribution occurs, Delta Woodside, Duck Head and Delta Apparel will have
caused the following to have been effected:
(a) Delta Woodside will have contributed, as contributions to capital, all
net debt amounts owed to it by the corporations that previously had
conducted the Duck Head Apparel division's business and the Delta
Apparel division's business.
(b) All the assets used in the operations of the Duck Head Apparel
division's business will have become owned by Duck Head or a
subsidiary of Duck Head.
(c) Duck Head will have assumed all of the liabilities of the Duck Head
Apparel division of Delta Woodside, and will have caused all holders
of indebtedness for borrowed money that are part of the assumed Duck
Head liabilities and all lessors of leases that are part of the
assumed Duck Head liabilities to release all obligors (other than Duck
Head or any of its subsidiaries) of that indebtedness and under those
leases.
(d) All the assets used in the operations of the Delta Apparel division's
business will have become owned by Delta Apparel or a subsidiary of
Delta Apparel, including the sale by Delta Mills to Delta Apparel of
the Rainsford Plant, located in Edgefield, SC, to Delta Apparel as
described below under the subheading "Other Relationships".
(e) Delta Apparel will have assumed all of the liabilities of the Delta
Apparel division of Delta Woodside, and will have caused all holders
of indebtedness for borrowed money that are part of the assumed Delta
Apparel liabilities and all lessors of leases that are part of the
assumed Delta Apparel liabilities to release all obligors (other than
Delta Apparel or any of its subsidiaries) of that indebtedness and
under those leases.
<PAGE>
(f) Delta Woodside will have caused all holders of indebtedness for
borrowed money and all lessors of leases that are not part of the
liabilities assumed by Duck Head or the liabilities assumed by Delta
Apparel to release all obligors (other than Delta Woodside or its
remaining subsidiaries) of that indebtedness and under those leases.
Indemnification
---------------
Each of Delta Woodside, Duck Head and Delta Apparel has agreed to indemnify
each other and their respective directors, officers, employees and agents
against any and all liabilities and expenses incurred or suffered that arise out
of or pertain to:
(a) any breach of the representations and warranties made by it in the
distribution agreement;
(b) any breach by it of any obligation under the distribution agreement;
(c) the liabilities assumed or retained by it under the distribution
agreement; or
(d) any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission of a material fact contained in any of
its disclosure documents filed by it with the SEC, except insofar as
the misstatement or omission was based upon information furnished to
the indemnifying party by the indemnified party.
Employee Matters
-----------------
Delta Woodside will cause those individuals who are employed by the Duck
Head Apparel division to become employees of Duck Head, Duck Head will assume
the accrued employee benefits of these employees and Delta Woodside will cause
the account balance of each of these employees in any and all of Delta
Woodside's employee benefit plans(other than the Delta Woodside stock option
plan) to be transferred to a comparable employee benefit plan of Duck Head.
Intercompany Accounts
----------------------
Other than any amounts owed under the tax sharing agreement, generally all
intercompany receivable, payable and loan balances existing as of the time of
the Duck Head distribution between Duck Head, on the one hand, and Delta Apparel
and Delta Woodside, on the other hand, will be deemed to have been paid in full
by the party or parties owing the relevant obligation.
Transaction Expenses
---------------------
Generally, all costs and expenses incurred in connection with the Duck Head
distribution, the Delta Apparel distribution and related transactions shall be
paid by Delta Woodside; provided that the holders of the Delta Woodside shares
shall pay their own expenses, if any, incurred in connection with the Duck Head
distribution and the Delta Apparel distribution.
TAX SHARING AGREEMENT
Duck Head will enter into a tax sharing agreement with Delta Woodside and
Delta Apparel that will describe, among other things, each company's rights and
obligations relating to tax payments and refunds for periods before and after
the Duck Head distribution and related matters like the filing of tax returns
and the handling of audits and other tax proceedings. The tax sharing agreement
also describes the indemnification arrangements with respect to tax matters
among Duck Head and its subsidiaries (which this document refers to as the Duck
Head tax group), Delta Woodside and its subsidiaries after the Duck Head
distribution and the Delta Apparel distribution (which this document refers to
as the Delta Woodside tax group) and Delta Apparel and its subsidiaries (which
this document refers to as the Delta Apparel tax group).
<PAGE>
Under the tax sharing agreement, the allocation of tax liabilities and
benefits is generally as follows:
- With respect to federal income taxes:
(a) For each taxable year that ends prior to the Duck Head
distribution, Delta Woodside shall be responsible for paying any
increase in federal income taxes, and shall be entitled to
receive the benefit of any refund of or saving in federal income
taxes, that results from any tax proceeding with respect to any
returns relating to federal income taxes of the Delta Woodside
consolidated federal income tax group.
(b) For the taxable period ending on the date of the Duck Head
distribution, Delta Woodside shall be responsible for paying any
federal income taxes, and shall be entitled to any refund of or
saving in federal income taxes, with respect to the Delta
Woodside consolidated federal income tax group.
- With respect to state income, franchise or similar taxes:
(a) For each taxable year that ends prior to the Duck Head
distribution, each corporation that is a member of the Delta
Woodside tax group, the Delta Apparel tax group or the Duck Head
tax group shall be responsible for paying any increase in those
state taxes, and shall be entitled to receive the benefit of any
refund of or saving in those state taxes, that results from any
tax proceeding with respect to any returns relating to those
state taxes of that corporation (or any predecessor by merger of
that corporation).
(b) For the taxable period ending on the date of the Duck Head
distribution, each corporation that is a member of the Delta
Woodside tax group, the Delta Apparel tax group or the Duck Head
tax group shall be responsible for paying any of those state
taxes, and shall be entitled to any refund of or saving in those
state taxes, with respect to that corporation (or any predecessor
by merger of that corporation).
- With respect to federal employment taxes:
(a) Delta Woodside shall be responsible for the federal employment
taxes payable with respect to the compensation paid, whether
before, on or after the date of the Duck Head distribution, by
any member of the Delta Woodside federal income tax consolidated
group for any part of the period ending on the date of the Duck
Head distribution or by any member of the Delta Woodside tax
group for any period after that date to all individuals who are
past or present employees of any business of Delta Woodside other
than the business of Duck Head or the business of Delta Apparel.
(b) Delta Apparel shall be responsible for the federal employment
taxes payable with respect to the compensation paid, whether
before, on or after the date of the Duck Head distribution, by
any member of the Delta Woodside federal income tax consolidated
group for any part of the period ending on the date of the Delta
Apparel distribution or by any member of the Delta Apparel tax
group for any period after that date to all individuals who are
past or present employee of the business of Delta Apparel.
<PAGE>
(c) Duck Head shall be responsible for the federal employment taxes
payable with respect to the compensation paid, whether before, on
or after the date of the Duck Head distribution, by any member of
the Delta Woodside federal income tax consolidated group for any
part of the period ending on the date of the Duck Head
distribution or by any member of the Duck Head tax group for any
period after that date to all individuals who are past or present
employee of the business of Duck Head.
- With respect to any taxes, other than federal employment taxes,
federal income taxes and state income, franchise or similar taxes:
(a) Delta Woodside shall be responsible for any of these taxes,
regardless of the time period or circumstance with respect to
which the taxes are payable, arising from or attributable to any
business of Delta Woodside other than the business of Duck Head
or the business of Delta Apparel;
(b) Delta Apparel shall be responsible for any of these taxes,
regardless of the time period or circumstance with respect to
which the taxes are payable, arising from or attributable to the
business of Delta Apparel; and
(c) Duck Head shall be responsible for any of these taxes, regardless
of the time period or circumstance with respect to which the
taxes are payable, arising from or attributable to the business
of Duck Head.
- The Delta Woodside tax group shall be responsible for all taxes, and
shall receive the benefit of all tax items, of any member of the Delta
Woodside tax group that relate to any taxable period after the Duck
Head distribution. The Delta Apparel tax group shall be responsible
for all taxes, and shall receive the benefit of all tax items, of any
member of the Delta Apparel tax group that relate to any taxable
period after the Delta Apparel distribution. The Duck Head tax group
shall be responsible for all taxes, and shall receive the benefit of
all tax items, of any member of the Duck Head tax group that relate to
any taxable period after the Duck Head distribution.
Under the tax sharing agreement, the Duck Head tax group and the Delta
Apparel tax group have irrevocably designated Delta Woodside as their agent for
purposes of taking a broad range of actions in connection with taxes for
pre-distribution periods. Those actions include the settlement of tax audits,
other tax proceedings and disputes arising out of the interpretation of the tax
sharing agreement. These arrangements may result in conflicts of interest among
Duck Head, Delta Woodside and Delta Apparel.
Under the tax sharing agreement, the Duck Head tax group, the Delta
Woodside tax group and the Delta Apparel tax group have agreed to indemnify one
another against various tax liabilities, generally in accordance with the
allocation of tax liabilities and benefits described above.
OTHER RELATIONSHIPS
Boards of Directors of Duck Head, Delta Woodside and Delta Apparel
---------------------------------------------------------------------------
The following directors of Duck Head are also directors of Delta Woodside
and Delta Apparel: William F. Garrett, C. C. Guy, Dr. James F. Kane, Dr. Max
Lennon, E. Erwin Maddrey, II, Buck A. Mickel and Bettis C. Rainsford. In the
event that any material issue were to arise between Duck Head, on the one hand,
and either Delta Woodside or Delta Apparel, on the other hand, these directors
could be deemed to have a conflict of interest with respect to that issue. In
that circumstance, Duck Head anticipates that it will proceed in a manner that
is determined by a majority of those members of Duck Head's board of directors
who are not also members of the board of directors of Delta Woodside or the
board of directors of Delta Apparel (as applicable).
<PAGE>
Sales to and Purchases from Delta Woodside or Delta Apparel of Goods or
---------------------------------------------------------------------------
Manufacturing Services
--------------------
In the ordinary course of Duck Head's business, Duck Head has produced
T-shirts for Delta Apparel, purchased T-shirts from Delta Apparel and purchased
fabrics from Delta Mills. The following table shows these transactions for the
last three fiscal years and for the first three months of fiscal year 2000:
<TABLE>
<CAPTION>
(in thousands of dollars)
Fiscal year First quarter
------------ ----------------
of
--
1997 1998 1999 Fiscal year 2000
----- ----- ---- ----------------
<S> <C> <C> <C> <C>
Sold to Delta Apparel 653 132 -- --
Purchased from Delta Apparel 403 156 481 6
Purchased from Delta Mills 3,338 1,824 662 --
</TABLE>
All of these T-shirt and fabric sales were made at prices deemed by Duck
Head to approximate market value.
Duck Head anticipates that any future sales or purchases to or from Delta
Woodside or Delta Apparel in the future will not be material.
Management Services
--------------------
Delta Woodside has provided various services to the operating divisions of
its subsidiaries, including the Delta Mills Marketing Company, Duck Head Apparel
Company and Delta Apparel Company divisions. These services include payroll,
accounting, internal audit, employee benefits and services, purchasing, cotton
procurement, management information services and tax accounting. These services
have been charged on the basis of Delta Woodside's cost and allocated to the
various divisions based on employee headcount, computer time, projected sales
and other criteria.
During fiscal years 1997, 1998, and 1999, Delta Woodside charged the Duck
Head Apparel Company division $772,000, $882,000 and $777,000, respectively, for
these services.
Other
-----
For further information on transactions with affiliates by Duck Head, see
Note 8 to the Combined Financial Statements of Duck Head under "Index to
Financial Statements" in this document, which information is incorporated into
this section by reference.
Any transaction entered into between Duck Head and any officer, director,
principal stockholder or any of their affiliates has been on terms that Duck
Head believes are comparable to those that would be available to Duck Head from
non-affiliated persons.
<PAGE>
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN
THE DUCK HEAD DISTRIBUTION
One or more executive officers of Duck Head and one or more members of the
Duck Head board of directors will receive economic benefits as a result of the
Duck Head distribution and the Delta Apparel distribution and may have other
interests in the Duck Head distribution and the Delta Apparel distribution in
addition to their interests as Delta Woodside stockholders. Some of these
executive officers and directors will also be the beneficial owners of more than
5% of the outstanding shares of common stock of Duck Head immediately following
the Duck Head distribution. See "Security Ownership of Significant Beneficial
Owners and Management." The Delta Woodside board of directors was aware of
these interests and considered them along with the other matters described above
under "The Duck Head Distribution -- Background of the Duck Head Distribution"
and "The Duck Head Distribution -- Reasons for the Duck Head Distribution."
RIGHT OF ROBERT D. ROCKEY, JR. TO ACQUIRE DUCK HEAD SHARES
Pursuant to the letter agreement pursuant to which Robert D. Rockey, Jr.
became Chairman and Chief Executive Officer of Duck Head, he has the right to
acquire from Duck Head up to 1,000,000 Duck Head shares on the date that is six
months after the Duck Head distribution. If this right is exercised, the price
for the shares will be the average daily closing stock price for the Duck Head
common stock for the six-month period following the Duck Head distribution.
Duck Head does not believe that it will be able to deduct any expense
attributable to this right for federal income tax purposes. See "Management of
Duck Head - Management Compensation".
RECEIPT OF DUCK HEAD STOCK OPTIONS AND DUCK HEAD INCENTIVE STOCK AWARDS
The compensation grants committee or compensation committee of the Duck
Head board of directors anticipates that, during the first six months following
the Duck Head distribution, grants under the Duck Head stock option plan and
awards under the Duck Head incentive stock award plan will be made to the
following executive officers of Duck Head:
<TABLE>
<CAPTION>
Name and position Shares Covered by Options(1) Shares Covered by Awards
- ----------------- ---------------------------- ------------------------
<S> <C> <C>
Robert D. Rockey, Jr. [to be determined] [to be determined]
Chairman, President and Chief
Executive Officer
Michael H. Prendergast [to be determined] [to be determined]
Senior Vice President-Sales
K. Scott Grassmyer [to be determined] [to be determined]
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
William B. Mattison, Jr. [to be determined] [to be determined]
Senior Vice President-Merchandising
<FN>
___________________________________
(1) The compensation grants committee or the compensation committee of the Duck
Head board of directors anticipates that the stock options will be granted
at various dates during the six month period. The exercise price for each
option will be the stock's closing market value at the date of grant.
</TABLE>
<PAGE>
PAYMENTS IN CONNECTION WITH DUCK HEAD DISTRIBUTION AND DELTA APPAREL
DISTRIBUTION
The Delta Woodside board of directors currently anticipates that, in
connection with the Duck Head distribution and the Delta Apparel distribution,
special cash bonuses may be awarded by Delta Woodside to the following
individuals who are members of the Duck Head board of directors:
<TABLE>
<CAPTION>
Name Cash bonus ($)
---- --------------
<S> <C>
William F. Garrett 306,000
C.C. Guy 32,625
Dr. James F. Kane 32,625
Dr. Max Lennon 32,250
E. Erwin Maddrey, II 500,000
Buck A. Mickel 31,625
Bettis C. Rainsford 360,000
</TABLE>
These bonuses would be made in consideration of these individuals' efforts on
behalf of Delta Woodside leading up to the Duck Head distribution and the Delta
Apparel distribution.
EARLY EXERCISABILITY OF DELTA WOODSIDE STOCK OPTIONS
Pursuant to the distribution agreement, Delta Woodside has provided the
holders of outstanding options granted under the Delta Woodside stock option
plan, whether or not those options were then exercisable, with the opportunity
to amend the terms of their Delta Woodside stock options. The amendment offered
to each holder provided that:
(i) all unexercisable portions of the holder's Delta Woodside stock options
became immediately exercisable in full five (5) business days prior to the
Duck Head record date, which permitted the holder to exercise all or part
of the holder's Delta Woodside stock option prior to the Duck Head record
date (and thereby receive Duck Head shares in the Duck Head distribution
and Delta Apparel shares in the Delta Apparel distribution); and
(ii) any Delta Woodside stock options that remained unexercised as of the
Duck Head record date remain exercisable for only Delta Woodside common
shares, and for the same number of Delta Woodside common shares at the same
exercise price, after the Duck Head distribution and the Delta Apparel
distribution as before the Duck Head distribution and the Delta Apparel
distribution (and not for a combination of Delta Woodside shares, Duck Head
shares and Delta Apparel shares).
All holders of outstanding options under the Delta Woodside Stock Option
Plan entered into the proposed amendment.
As a result of these amendments, options for Delta Woodside shares became
exercisable earlier than they otherwise would have for the following Named
Executives and members of the Duck Head board of directors for the following
number of shares of Delta Woodside common stock:
<PAGE>
Name Number of Delta Woodside common shares
- ---- --------------------------------------
covered by portion of stock options
-----------------------------------
the exercisability of which was accelerated
--------------------------------------------
William F. Garrett 37,500
Michael H. Prendergast 6,000
K. Scott Grassmyer 9,000
LEASE TERMINATIONS
Delta Woodside has leased its principal corporate office space and space
for its benefits department, purchasing department and financial accounting
department from a corporation (Hammond Square, Ltd.), one-half of the stock of
which is owned by each of E. Erwin Maddrey, II (a director of Duck Head and
Delta Apparel and President and Chief Executive Officer (from which officer
positions he will resign in connection with the Duck Head distribution) and a
director of Delta Woodside) and Jane H. Greer (Vice President and Secretary of
Delta Woodside (from which officer positions she will resign in connection with
the Duck Head distribution)). Mr. Maddrey and Ms. Greer are also the directors
and executive officers of Hammond Square, Ltd. The lease of this space was
executed effective September 1, 1998, covers approximately 9,662 square feet at
a rental rate of $13.50 per square foot per year (plus certain other expenses)
and had an expiration date of August 2003. In connection with the Duck Head
distribution and the Delta Apparel distribution, Hammond Square, Ltd. and Delta
Woodside have agreed that this lease will terminate on the Duck Head
distribution date in exchange for the payment by Delta Woodside to Hammond
Square, Ltd. of $135,268. Following the Duck Head distribution date, Delta
Woodside may continue to use the space on an as needed month-to-month basis at
the rental rate of $14.00 per square foot per year (plus certain other
expenses).
Delta Woodside has leased office space in Edgefield, South Carolina from
The Rainsford Development Corporation, a corporation wholly owned by Bettis C.
Rainsford (a director of Duck Head, Delta Apparel and Delta Woodside). Mr.
Rainsford is a director and executive officer and Brenda L. Jones (Assistant
Secretary of Delta Woodside (from which officer positions she will resign in
connection with the Duck Head distribution)) is an executive officer of The
Rainsford Development Corporation. In connection with the Duck Head
distribution and the Delta Apparel distribution, The Rainsford Development
Corporation and Delta Woodside have agreed that this lease will terminate on the
Duck Head distribution date in exchange for the payment by Delta Woodside to The
Rainsford Development Corporation of $33,299.08.
LEASE OF STORE IN EDGEFIELD, SOUTH CAROLINA
Duck Head leases a building in Edgefield, South Carolina from Bettis C.
Rainsford (a director of Duck Head, Delta Apparel and Delta Woodside) 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, $9,944, $11,076 and $10,947 was paid to Mr. Rainsford during
fiscal 1997, 1998 and 1999, respectively.
TRANSFERS OF LIFE INSURANCE POLICIES
In February 1991, each of E. Erwin Maddrey, II (a director of Duck Head and
Delta Apparel and President and Chief Executive Officer (from which officer
positions Mr. Maddrey will resign in connection with the Duck Head distribution)
and a director of Delta Woodside) and Bettis C. Rainsford (a director of Duck
Head, Delta Apparel and Delta Woodside) entered into a stock transfer
restrictions and right of first refusal agreement (which this document refers to
as a "First Refusal Agreement") with Delta Woodside. Pursuant to each First
Refusal Agreement, Mr. Maddrey or Mr. Rainsford, as the case may be, granted
Delta Woodside a specified right of first refusal with respect to any sale of
that individual's Delta Woodside shares owned at death for five years after the
individual's death. In connection with the First Refusal Agreements, life
insurance policies were established on the lives of Mr. Maddrey and Mr.
<PAGE>
Rainsford. Under the life insurance policies on the life of each of them, $30
million is payable to Delta Woodside 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
or otherwise dispose of any or all of his Delta Woodside shares at any time
prior to his death or prevents Delta Woodside 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 terminates if the life insurance
policies payable to the applicable individual's beneficiaries for $10 million
are canceled by reason of Delta Woodside's failure to pay the premiums on those
policies.
In connection with the Duck Head distribution and the Delta Apparel
distribution, Delta Woodside has agreed with each of Mr. Maddrey and Mr.
Rainsford that, effective as of dates in January and February, 2000 (the dates
through which the applicable insurance premiums have been paid), that
individual's First Refusal Agreement will terminate and Delta Woodside will
transfer to the individual the $10 million life insurance policies on his life
the proceeds of which are payable to the beneficiary or beneficiaries he
selects. After this transfer, the recipient individual will be responsible for
payment the premiums on these life insurance policies. Delta Woodside will
allow the remaining $30 million of life insurance payable to Delta Woodside to
lapse.
<PAGE>
