AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
AMENDMENT NO. 1
DELTA APPAREL, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
DELTA APPAREL, INC.
(NAME OF FILING PERSON (ISSUER))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(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
----------------------------------------------------------- ---------------------------------------------------------
$7,700,000.00 $1,540.00
------------------------------------------------------------ ---------------------------------------------------------
*Calculated solely for the purpose of determining the filing fee, based upon the
purchase of 350,000 shares at $22 per share.
___ CHECK THE 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: $1,540.00
Form or Registration No.: Schedule TO
Filing Party: Issuer
Date Filed: December 7, 2001
___ CHECK BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE
BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes to designate any transactions to which this
statement relates:
___ THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
___ 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. ___
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed on December 7, 2001, by Delta Apparel, Inc., a Georgia
corporation (the "Company"), relating to an offer by the Company to purchase up
to 350,000 shares of its Common Stock, $0.01 par value per share (the "Shares"),
as provided in the Company's Offer to Purchase dated December 7, 2001 (the
"Offer to Purchase"), at a purchase price not greater than $22.00 nor less than
$19.00 net per Share in cash upon the terms and subject to the conditions set
forth in the Offer to Purchase and the related Letter of Transmittal, which
together constitute the "Offer." Copies of the Offer to Purchase and the Letter
of Transmittal are Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO.
The information in the Offer is hereby incorporated by reference in response to
all items in this Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer, are hereby amended and supplemented as set
forth below.
The Offer to Purchase indicates under the heading "Summary Term Sheet --
Withdrawal rights" and under the heading "The Offer -- 4. Withdrawal Rights,"
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (which is 5:00 p.m., New York City time, on Thursday,
January 10, 2002 unless the Offer is extended) and, unless theretofore accepted
for payment by the Company pursuant to the Offer, may also be withdrawn at any
time after 12:00 Midnight, New York City time, on January 10, 2002.
The first time at which tendered Shares may be withdrawn after the Expiration
Date is hereby changed from 12:00 Midnight, New York City time, on January 10,
2002 to 12:00 Midnight, New York City time, on January 24, 2002. The Offer and
all documents are hereby amended accordingly.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS
(a)(5)(ii) Text of Press Release issued by Company dated December 18, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
DELTA APPAREL, INC.
By: /s/ Herbert M. Mueller
---------------------------------------
Herbert M. Mueller
Vice President & Chief Financial Officer
Dated: December 18, 2001.
* Pursuant to General Instruction D to Schedule TO, no actual signature is
required.
EXHIBIT INDEX
(a)(5)(ii) Text of Press Release issued by Company dated December 18, 2001.
EXHIBIT (A)(5)(II)
DELTA APPAREL, INC.
2750 Premiere Parkway, Suite 100
Duluth, GA 30097
(678) 775-6900
December 18, 2001
NEWS RELEASE
DELTA APPAREL ANNOUNCES CHANGE IN POST EXPIRATION
WITHDRAWAL DATE FOR DUTCH AUCTION TENDER OFFER
DULUTH, Ga.--(BUSINESS WIRE)-- December 18, 2001 -- On December 7,
2001, Delta Apparel, Inc.(AMEX-DLA), a Georgia corporation, filed a Schedule TO
with the Securities and Exchange Commission announcing its intention to purchase
up to 350,000 shares of its Common Stock, $0.01 par value per share (the
"Shares"), as provided in the Offer to Purchase of that same date, at a purchase
price not greater than $22 nor less than $19 net per Share in cash upon the
terms and subject to the conditions set forth in the Offer to Purchase and the
related Letter of Transmittal, which together constitute the "Offer."
The Offer to Purchase indicates under the heading "Summary Term Sheet
-- Withdrawal Rights" and under the heading "The Offer -- 4. WITHDRAWAL RIGHTS,"
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (which is 5:00 p.m., New York City time, on Thursday,
January 10, 2002 unless the Offer is extended) and, unless theretofore accepted
for payment by the Company pursuant to the Offer, may also be withdrawn at any
time after 12:00 Midnight, New York City time, on January 10, 2002.
The first time at which tendered Shares may be withdrawn after the
Expiration Date has been changed from 12:00 Midnight, New York City time, on
January 10, 2002 to 12:00 Midnight, New York City time, on January 24, 2002 and
the Offer has been amended accordingly.
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 the Offer to Purchase and Letter of
Transmittal, each as amended, that Delta Apparel, Inc. filed with the Securities
and Exchange Commission (the "Commission") on December 7, 2001 and December 18,
2001. Before tendering shares, shareholders should read these documents
carefully, as they 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 and/or
directly from Delta Apparel, Inc.
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