-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IwmMi7gqLK5QN9q7KoePdgRuiHqctK1T4SsC8lYfQeej7NGHYJY3kV0FRUiVNgZh C0zNwcu73BY075Gwf9bFwA== 0000950144-01-509487.txt : 20020411 0000950144-01-509487.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950144-01-509487 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA APPAREL INC CENTRAL INDEX KEY: 0001101396 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 582508794 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-59247 FILM NUMBER: 1796824 BUSINESS ADDRESS: STREET 1: 2750 PREMIERE PARKWAY SUITE 100 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 7708066800 MAIL ADDRESS: STREET 1: 2750 PREMIERE PARKWAY SUITE 100 CITY: DULUTH STATE: GA ZIP: 30096 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA APPAREL INC CENTRAL INDEX KEY: 0001101396 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-APPAREL, PIECE GOODS & NOTIONS [5130] IRS NUMBER: 582508794 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 2750 PREMIERE PARKWAY SUITE 100 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 7708066800 MAIL ADDRESS: STREET 1: 2750 PREMIERE PARKWAY SUITE 100 CITY: DULUTH STATE: GA ZIP: 30096 SC TO-C 1 g72952scto-c.txt DELTA APPAREL, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------- SCHEDULE TO TENDER OFFER STATEMENT (UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ---------- DELTA APPAREL, INC. (NAME OF SUBJECT COMPANY (ISSUER)) DELTA APPAREL, INC. (NAME OF FILING PERSON (ISSUER)) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 247368103 (CUSIP NUMBER OF CLASS OF SECURITIES) HERBERT M. MUELLER DELTA APPAREL, INC. 2750 PREMIERE PARKWAY, SUITE 100 DULUTH, GA 30097 (678) 775-6900 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) COPY TO: ERIC K. GRABEN, ESQ. WYCHE, BURGESS, FREEMAN & PARHAM, P.A. 44 EAST CAMPERDOWN WAY (29601) POST OFFICE BOX 728 GREENVILLE, SC 29602-0728 (864) 242-8200 CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE* *PURSUANT TO GENERAL INSTRUCTION D TO SCHEDULE TO, NO FILING FEE IS REQUIRED. [ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0- 11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. AMOUNT PREVIOUSLY PAID: N/A FILING PARTY: N/A FORM OR REGISTRATION NO.: N/A DATE FILED: N/A [X] CHECK BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. - -------------------------------------------------------------------------------- -1- Check the appropriate boxes to designate any transactions to which this statement relates: [ ] third party tender offer subject to Rule 14d-1 [x] issuer tender offer subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] - -------------------------------------------------------------------------------- -2- This issuer Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a tender offer by Delta Apparel, Inc., a Georgia corporation (the "Company"), to purchase up to 350,000 shares of its Common Stock, par value $0.01 per share, at a price not greater than $22.00 nor less than $19.00 net per share in cash. Amendment No. 1 to this Schedule TO, which will include responses to the Items in the schedule, an Offer to Purchase, and other documents, is expected to by filed with the Securities and Exchange Commission and mailed to the Company's shareholders on December 4, 2001. ITEM 12. EXHIBITS. The following Exhibit is submitted herewith: (a)(5) Text of Press Release issued by the Company, dated November 20, 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. DELTA APPAREL, INC. By: * ------------------------------------ Name: Title: Dated: November 20, 2001 * Pursuant to General Instruction D to Schedule TO, no signature is required. - -------------------------------------------------------------------------------- -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(5) Text of Press Release issued by the Company, dated November 20, 2001. - -------------------------------------------------------------------------------- -4- EX-99.(A)(5) 3 g72952ex99-a5.txt PRESS RELEASE EXHIBIT (A)(5) DELTA APPAREL, INC. 2750 Premiere Parkway, Suite 100 Duluth, GA 30097 (678) 775-6900 November 20, 2001 NEWS RELEASE DELTA APPAREL ANNOUNCES DUTCH AUCTION DULUTH, Ga. - (BUSINESS WIRE) - November 20, 2001 - Delta Apparel, Inc. (AMEX-DLA) announces on November 19, 2001, Delta Apparel's Board of Directors authorized the purchase by Delta Apparel of as many as 350,000 of its shares of common stock in a tender offer expected to commence by the mailing of materials to shareholders on December 7, 2001, and end on January 10, 2002. The offer to purchase shares will be at a price not in excess of $22.00, nor less than $19.00, net per share. Delta Apparel will consider the responses to the offer and select the lowest purchase price that will allow it to buy 350,000 shares. Delta Apparel will pay the same price per share for all shares purchased in the offering. The offer will also include a mechanism for odd lot holders to tender all their shares. If the number of shares properly tendered is equal to or less than the number of shares Delta Apparel seeks to purchase through the offer, the purchase price will be the highest price of those prices specified by tendering shareholders. If the number of shares tendered is greater than the number sought, the Company will select the lowest purchase price that will allow it to buy the number of shares it seeks. Georgeson Shareholder Communications has been appointed information agent for the offering. Delta Apparel believes that the repurchase of its shares currently represents an excellent use of available funds. Delta Apparel has sufficient liquid assets to consummate the offer without adversely affecting plans for growth of its business. This press release is for informational purposes only and is not intended to serve as a solicitation to buy securities. Any solicitation to buy securities will be made only pursuant to an Offer to Purchase and Letter of Transmittal which Delta Apparel expects to mail to shareholders and file with the Securities and Exchange Commission ("Commission") on December 7, 2001. Before tendering shares, shareholders should read these documents carefully as they will contain important information. Investors can also obtain copies of these and other documents filed with the Commission in connection with the tender offer for free at the Commission's Web site at www.sec.gov http://www.sec.gov and from Delta Apparel. Delta Apparel, Inc. is a vertically integrated manufacturer and marketer of high quality knit apparel. The Company specializes in selling undecorated T-shirts, golf shirts and tank tops to distributors, screen printers and private label accounts. Delta Apparel has operations in five states, two company-operated sewing facilities in Honduras and one company-operated sewing facility in Mexico. The Company employs about 2,600 worldwide. CONTACT: Delta Apparel, Inc. Herb Mueller, 678/775-6948 - -------------------------------------------------------------------------------- -5- -----END PRIVACY-ENHANCED MESSAGE-----