EXHIBIT 99.4
FORM OF LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
$150,000,000 PRINCIPAL AMOUNT OF 9 5/8% SENIOR NOTES DUE 2007, SERIES B,
AS GUARANTEED,
FOR ANY AND ALL OUTSTANDING
$150,000,000 PRINCIPAL AMOUNT OF 9 5/8% SENIOR NOTES DUE 2007, SERIES A,
AS GUARANTEED,
OF
DELTA MILLS, INC.
AND
DELTA MILLS MARKETING, INC.
To Registered Holders and The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offer
by Delta Mills, Inc. (the "Company") and Delta Mills Marketing, Inc. (the
"Guarantor") to exchange the Company's new 9 5/8 % Senior Notes due 2007, Series
B, as guaranteed (the "Exchange Notes"), pursuant to an offering registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of the Company's issued and outstanding 9 5/8% Senior Notes due
2007, Series A, as guaranteed (the "Senior Notes") upon the terms and subject
to the conditions set forth in the Company's Prospectus, dated January 7, 1998,
and the related Letter of Transmittal (which together constitute the "Exchange
Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated January 7, 1998;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder or DTC Participant from
Beneficial Owner; and
5. Letter which may be sent to your clients for whose account you
hold Definitive Registered Notes (as defined in the Letter of
Transmittal) or Book-Entry Interests(as defined in the Letter of
Transmittal) representing Senior Notes in your name or in the name
of your nominee, to accompany the instruction form referred to
above, for obtaining such client's instruction with regard to the
Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 12, 1998,
UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Senior
Notes being tendered.
To participate in the Exchange Offer, a beneficial holder must either (i)
cause to be delivered to The Bank of New York (the "Exchange Agent") at the
address set forth in the Letter of Transmittal Definitive Registered Notes (as
defined in the Letter of Transmittal) in proper form for transfer together with
a properly executed Letter of Transmittal or (ii) cause a DTC Participant to
tender such holder's Senior Notes to the Exchange Agent's account maintained at
the Depository Trust Company ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated message that acknowledges and agrees to be bound by the
terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC Participant confirms on behalf of itself
and the beneficial owners of tendered Senior Notes all provisions of the Letter
of Transmittal applicable to it and such beneficial owners as fully as if it
completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each holder of Senior Notes will
represent to the Company that: (i) the Exchange Notes or Book-Entry Interests
therein to be acquired by such holder and any beneficial owner(s) of such Senior
Notes or interests therein ("Beneficial Owner(s)") in connection with the
Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in
the ordinary course of business of the holder and any Beneficial Owner(s), (ii)
the holder and each Beneficial Owner are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes, (iii) the holder and
each Beneficial Owner acknowledge and agree that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or is participating in the Exchange Offer for the purpose
of distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes or interests therein
acquired by such person and cannot rely on the position of the staff of the
Commission set forth in certain no-action letters, (iv) the holder and each
Beneficial Owner understands that a secondary resale transaction described in
clause
(iii) above and any resales of Exchange Notes or interests therein obtained by
such holder in exchange for Senior Notes or interests therein originally
acquired by such holder directly from the Company should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of Regulation S-K
of the Commission and (v) neither the holder nor any Beneficial Owner(s) is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.
Upon a request by the Company, a holder or beneficial owner will deliver to the
Company a legal opinion confirming its representation made in clause (v) above.
If the tendering holder of Senior Notes is a broker-dealer (whether or not it is
also an "affiliate") or any Beneficial Owner(s) that will receive Exchange Notes
for its own or their account pursuant to the Exchange Offer, the tendering
holder will represent on behalf of itself and the Beneficial Owner(s) that the
Senior Notes to be exchanged for the Exchange Notes were acquired as a result of
market-making activities or other trading activities, and acknowledge on its own
behalf and on the behalf of such Beneficial Owner(s) that it or they will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, such tendering holder will not be deemed to
admit that it or any Beneficial Owner is an "underwriter" within the meaning of
the Securities Act.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of
Senior Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Senior Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Senior Notes to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from The Bank of
New York, 101 Barclay Street, Floor 7 East, New York, NY 10286, Attention:
Corporate Trust Department.
Very truly yours,
DELTA MILLS, INC.
DELTA MILLS MARKETING, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF DELTA MILLS, INC., DELTA MILLS MARKETING, INC. OR THE BANK OF NEW YORK
OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.