-----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, DUs+HFf8zbu81I2M9E3XXO8Wpm9myOotr3rIDD3OJgltXqcy8GPykZvy4Qs1vL/R y0dX3Iu1FluIt9+Tsf0qCQ== /in/edgar/work/20000804/0001015402-00-002048/0001015402-00-002048.txt : 20000921 0001015402-00-002048.hdr.sgml : 20000921 ACCESSION NUMBER: 0001015402-00-002048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA WOODSIDE INDUSTRIES INC /SC/ CENTRAL INDEX KEY: 0000806624 STANDARD INDUSTRIAL CLASSIFICATION: [2211 ] IRS NUMBER: 570535180 STATE OF INCORPORATION: SC FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10095 FILM NUMBER: 686408 BUSINESS ADDRESS: STREET 1: 233 N MAIN ST STREET 2: HAMMOND SQUARE STE 200 CITY: GREENVILLE STATE: SC ZIP: 29601 BUSINESS PHONE: 8642328301 MAIL ADDRESS: STREET 1: 233 NORTH MAIN ST STREET 2: HAMMOND SQ STE 200 CITY: GREENVILLE STATE: SC ZIP: 29601 8-K 1 0001.txt 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): June 30, 2000 ------------- 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.) P.O. Box 6126 Greenville, South Carolina 29606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(864) 255-4100 -------------- (Not Applicable) (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 30, 2000, Delta Woodside Industries, Inc. ("Delta Woodside") completed the pro rata distribution (the "Delta Apparel Distribution") of all the outstanding shares of Delta Apparel, Inc., a Georgia corporation that had been a wholly-owned subsidiary of Delta Woodside ("Delta Apparel"), and the pro rata distribution (the "Duck Head Distribution" and, together with the Delta Apparel Distribution, the "Distribution") of all the outstanding shares of Duck Head Apparel Company, Inc., a Georgia corporation that had been a wholly-owned subsidiary of Delta Woodside ("Duck Head"), to the holders of record of Delta Woodside shares on June 19, 2000. Delta Woodside has prepared a document entitled "Tax Information for Stockholders of Delta Woodside Industries, Inc.", which is set forth as Exhibit 99.1 and incorporated herein by reference. Among other matters, this document provides information concerning how Delta Woodside's stockholders may allocate, for Federal income tax purposes, among their post-Distribution Delta Woodside shares, Delta Apparel shares and Duck Head shares the tax basis of their pre-Distribution Delta Woodside shares. Delta Woodside anticipates providing this document to persons who have requested or request in the future any of the information included in the document. In addition, Delta Woodside anticipates including this document in the package that will be sent to the Delta Woodside stockholders that includes Delta Woodside's annual report to stockholders for fiscal year 2000 and Delta Woodside's proxy statement for the 2000 annual meeting of Delta Woodside stockholders. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits 99.1 Tax Information for Stockholders of Delta Woodside Industries, Inc. 2 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/ William H. Hardman, Jr. ------------------------------- William H. Hardman, Jr. Vice President, CFO, Treasurer and Secretary Date: August 4, 2000 3 EXHIBIT INDEX 99.1 Tax Information for Stockholders of Delta Woodside Industries, Inc. 4 EX-99.1 2 0002.txt DELTA WOODSIDE INDUSTRIES, INC. TAX INFORMATION FOR STOCKHOLDERS OF DELTA WOODSIDE INDUSTRIES, INC. On June 30, 2000, Delta Woodside Industries, Inc. ("Delta Woodside") distributed pro rata to its stockholders of record as of June 19, 2000, all of the outstanding shares of Delta Apparel, Inc. ("Delta Apparel") and all the outstanding shares of Duck Head Apparel Company, Inc. ("Duck Head"). This document contains the following information relating to this distribution of Delta Apparel shares and Duck Head shares: - A brief explanation of the Federal income tax implications for Delta Woodside stockholders of the distribution. - Worksheets that will help you complete some tax calculations. BACKGROUND INFORMATION - ----------------------- Delta Woodside stockholders of record as of June 19, 2000 received on June 30, 2000 a distribution of one (1) Delta Apparel share and one (1) Duck Head share for every ten (10) Delta Woodside shares owned on June 19, 2000. Cash has been paid in lieu of any fractional Delta Apparel share and any fractional Duck Head share. The fractional Delta Apparel shares and the fractional Duck Head shares were aggregated and sold through an independent agent, with the net proceeds being paid as appropriate to those entitled to a fractional share. FEDERAL INCOME TAX INFORMATION - --------------------------------- In connection with the distribution, Delta Woodside received an opinion from KPMG LLP that it is more likely than not that each of the Delta Apparel distribution and the Duck Head distribution will qualify as tax-free under Section 355 of the US Internal Revenue Code of 1986, as amended ("Code"). For this purpose, the phrase "more likely than not" means that, in KPMG LLP's opinion, if KPMG's conclusion is challenged by the IRS, based on all the facts and circumstances, there is a greater than 50% chance of success that the conclusions of KPMG LLP's opinion will be sustained on their own merit. The opinion of KPMG LLP is not binding upon the IRS, any other tax authority or any court. No assurance can, therefore, be given that a position contrary to that expressed in the opinion of KPMG LLP will not be asserted by the IRS or any other tax authority and ultimately sustained by a court of law. If the Delta Apparel distribution and the Duck Head distribution qualify as tax-free under Code Section 355, your receipt of Delta Apparel shares in the Delta Apparel distribution and Duck Head shares in the Duck Head distribution is tax-free for United States federal income tax purposes, except that you will be taxed on any gain attributable to cash that you received in lieu of a fractional share. Cash, if any, received by you instead of a fractional share of Delta Apparel or Duck Head will be treated as received in exchange for that fractional share. You recognize gain or loss to the extent of the difference between your 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. FOR FURTHER DETAILS WITH RESPECT TO THE FEDERAL INCOME TAX IMPLICATIONS OF THE DISTRIBUTION OF THE DELTA APPAREL SHARES, PLEASE REFER TO THE MATERIAL UNDER THE HEADING "THE DELTA APPAREL DISTRIBUTION - MATERIAL FEDERAL INCOME TAX CONSEQUENCES" IN THE INFORMATION STATEMENT OF DELTA APPAREL DATED JUNE 7, 2000. FOR FURTHER DETAILS WITH RESPECT TO THE FEDERAL INCOME TAX IMPLICATIONS OF THE DISTRIBUTION OF THE DUCK HEAD SHARES, PLEASE REFER TO THE MATERIAL UNDER THE HEADING "THE DUCK HEAD DISTRIBUTION - MATERIAL FEDERAL INCOME TAX CONSEQUENCES" IN THE INFORMATION STATEMENT OF DUCK HEAD DATED JUNE 7, 2000. 1 TAX BASIS ALLOCATION - ---------------------- You are required to apportion the tax basis in your Delta Woodside shares immediately before the distribution between the Delta Woodside shares retained and the Delta Apparel shares and Duck Head shares received (including any fractional share) in the distribution, with this apportionment to be made in proportion to the shares' relative fair market values for Federal income tax purposes immediately after the distribution. You can determine your tax basis using the worksheets that follow. It is necessary to determine your "tax basis" to calculate your net gain or loss on the sale of any Delta Apparel fractional share or Duck Head fractional share and on any sale you may make of any Delta Woodside shares, Delta Apparel shares or Duck Head shares. The appropriate tax basis is then compared to the sale price of that stock to determine your net gain or loss. If you bought your shares (and did not acquire them as a gift or in a similar fashion), "tax basis" refers to your cost of acquiring your shares of stock. If you did not acquire your shares by purchasing them, your tax basis may be determined by other rules. PLEASE CONSULT YOUR TAX ADVISER TO DETERMINE THE TAX BASIS IN YOUR PRE-DISTRIBUTION DELTA WOODSIDE SHARES TO BE ALLOCATED. If you acquired pre-distribution Delta Woodside shares at different times and costs (including shares received through a dividend reinvestment plan), you will need to calculate a separate tax basis for each group of Delta Woodside shares, as well as the Delta Apparel shares and the Duck Head shares received in connection with those Delta Woodside shares. HOW TO CALCULATE YOUR TAX BASIS - ------------------------------------ You can use the following worksheets to calculate the taxable gain or loss for the cash received in lieu of any fractional Delta Apparel share or fractional Duck Head share. In addition, stockholders who choose to sell any of their Delta Woodside shares, Delta Apparel shares or Duck Head shares sometime in the future will need to apply the same tax basis allocation to determine taxability on any net gain or loss. The trading prices of Delta Woodside shares, Delta Apparel shares and Duck Head shares following the distribution may be used as reasonable indicators of the relative fair market values of the Delta Woodside shares, the Delta Apparel shares and the Duck Head shares. Based on the average of the high and low prices at which Delta Woodside shares traded on the New York Stock Exchange during the first four trading days after the distribution (July 3, 5, 6 and 7, 2000), and at which Delta Apparel shares and Duck Head shares traded on the American Stock Exchange during the first four trading days after the distribution (July 3, 5, 6 and 7, 2000), 57.14% of your pre-distribution tax basis may be allocated to your Delta Woodside shares, 35.87% of your pre-distribution tax basis may be allocated to your Delta Apparel shares (including any fractional share) and the remaining 6.99% of your pre-distribution tax basis may be allocated to your Duck Head shares (including any fractional share). In order to use the worksheets, you will need to know the original tax basis of your pre-distribution Delta Woodside shares. If you acquired Delta Woodside shares on more than one occasion, you will need to perform this computation separately for each acquisition. CONSULT YOUR TAX ADVISOR - --------------------------- The information in this document represents our understanding of existing Federal income tax laws and regulations, and does not constitute tax advice. It does not purport to be complete or to describe the tax consequences that may apply to particular categories of stockholders. You should consult your own tax adviser regarding the particular consequences to you of the distribution of Delta Apparel shares and Duck Head shares, including the applicability and effect of any state, local and foreign tax laws. 2 WORKSHEETS ---------- Delta Woodside tax basis calculation Calculate your new Delta Woodside per share tax basis as follows: Original total tax basis $_________________ multiplied by x Allocation ratio .5714 equals = New total Delta Woodside tax basis $_________________ divided by \ Total number of your Delta Woodside shares __________________ equals = New Delta Woodside per share tax basis $_________________ Delta Apparel tax basis calculation Calculate your Delta Apparel per share tax basis as follows: Original total tax basis $_________________ multiplied by x Allocation ratio .3587 equals = Total Delta Apparel tax basis $_________________ divided by \ Total number of your whole Delta Apparel shares received in the distribution plus any ---- fractional Delta Apparel share allocated to you (remember the 1 for 10 ratio of Delta Apparel shares for Delta Woodside shares) __________________ equals = Delta Apparel per share tax basis $_________________ Delta Apparel fractional share tax basis Calculate your Delta Apparel fractional share tax basis as follows: Delta Apparel per share tax basis $_________________ multiplied by x Delta Apparel fractional share sold __________________ equals = Tax basis of Delta Apparel fractional share sold $_________________ 3 Loss or gain from sale of Delta Apparel fractional share Calculate your loss or gain from sale of Delta Apparel fractional share as follows: Amount of check for Delta Apparel fractional share $__________________ less - Tax basis of Delta Apparel fractional share sold $__________________ equals = Gain/loss from Delta Apparel fractional share sale $__________________ Duck Head tax basis calculation Calculate your Duck Head per share tax basis as follows: Original total tax basis $_________________ multiplied by x Allocation ratio .0699 equals = Total Duck Head tax basis $_________________ divided by \ Total number of your whole Duck Head shares received in the distribution plus any ---- fractional Duck Head share allocated to you (remember the 1 for 10 ratio of Duck Head shares for Delta Woodside shares) __________________ equals = Duck Head per share tax basis $_________________ Duck Head fractional share tax basis Calculate your Duck Head fractional share tax basis as follows: Duck Head per share tax basis $_________________ multiplied by x Duck Head fractional share sold __________________ equals = Tax basis of Duck Head fractional share sold $_________________ Loss or gain from sale of Duck Head fractional share Calculate your loss or gain from sale of Duck Head fractional share as follows: Amount of check for Duck Head fractional share $__________________ less - Tax basis of Duck Head fractional share sold $__________________ equals = Gain/loss from Duck Head fractional share sale $__________________ 4 HYPOTHETICAL EXAMPLE -------------------- Assumptions for Hypothetical Example -------- Original Shares Purchased 107 Purchase Price per Share $ 4.50 Total Cost Basis $481.50 -------- --------- -------- --------- Delta Delta Duck Head Woodside Apparel Apparel --------- -------- --------- DLW DLA DHA Original Total Tax Basis $481.50 $481.50 $481.50 Allocation Ratio 57.14% 35.87% 6.99% New Total Tax Basis $275.13 $172.71 $ 33.66 Number Of Shares 107.00 10.70 10.70 Tax Basis per Share $ 2.57 $ 16.14 $ 3.15 Fractional Share Basis Tax Basis per Share $ 16.14 $ 3.15 Fractional Share Sold 0.70 0.70 Fractional Share Tax Basis $ 11.30 $ 2.21 Amount Received for Fractional Share* $ 6.18 $ 1.54 Tax Basis of Fractional Share Sold $ 11.30 $ 2.21 Gain(Loss) From Fractional Share Sale $ (5.12) $ (0.67) --------- -------- --------- *Price per Share @ 100% $ 8.825 $ 2.200 5 -----END PRIVACY-ENHANCED MESSAGE-----