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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DUCK HEAD APPAREL COMPANY, INC.
(Name of Subject Company)
HB ACQUISITION CORP.
TROPICAL SPORTSWEAR INT'L CORPORATION
(Offerors)
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COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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26410P 10 3
(CUSIP Number of Class of Securities)
MICHAEL KAGAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TROPICAL SPORTSWEAR INT'L CORPORATION
4902 W. WATERS AVENUE
TAMPA, FLORIDA 33634-1302
TELEPHONE: (813) 249-4900
(Name, address and telephone number of
person authorized to receive notices and communications
on behalf of filing persons)
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COPIES TO:
STEPHEN A. OPLER, ESQ.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309
TELEPHONE: (404) 881-7000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$15,534,386 $3,107
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* Calculated by multiplying $4.75, the per share tender offer price, by
3,270,397, the sum of the number of shares of Common Stock sought in the
Offer (including shares issuable pursuant to the exercise of options and
incentive stock awards, whether or not exercisable).
** Calculated as 1/50 of 1% of the transaction value.
[ ] 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 statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable Filing party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] 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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TENDER OFFER
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to an
offer by HB Acquisition Corp., a Georgia corporation ("HB Acquisition") and a
wholly owned subsidiary of Tropical Sportswear Int'l Corporation, a Florida
corporation ("TSI"), to purchase all outstanding shares of common stock, $0.01
par value per share (the "Shares"), of Duck Head Apparel Company, Inc., a
Georgia corporation (Duck Head"), at $4.75 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
(the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter
of Transmittal," and together with the Offer to Purchase and any amendments or
supplements thereto, the "Offer"), copies of which are attached hereto as
Exhibits (a)(l) and (a)(2).
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 12. EXHIBITS
(a)(1) Offer to Purchase dated July 11, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Summary Advertisement dated July 11, 2001.
(b)(1) Loan and Security Agreement dated June 10, 1998 (the "Loan and Security
Agreement") among TSI, Tropical Sportswear Company, Inc., Savane
International Corp. and Apparel Network Corporation, as borrowers, the
Lenders named therein and Fleet Capital Corporation, as agent (filed as
Exhibit 10.4 to TSI's Registration Statement on Form S-4 filed August 20,
1998).
(b)(2) First Amendment to the Loan and Security Agreement dated July 9, 1998
(filed as Exhibit 10.5 to TSI's Registration Statement on Form S-4 filed
August 20, 1998).
(b)(3) Second Amendment dated August 27, 1998 to Loan and Security Agreement
(filed as Exhibit 10.23 to TSI's Quarterly Report on Form 10-Q filed
February 16, 1999).
(b)(4) Third Amendment dated December 31, 1998 to Loan and Security Agreement
(filed as Exhibit 10.24 to TSI's Quarterly Report on Form 10-Q filed
February 16, 1999).
(b)(5) Fourth Amendment dated May 21, 1999 to Loan and Security Agreement (filed
as Exhibit 10.25 to TSI's Form 10-K filed December 30, 1999).
(b)(6) Fifth Amendment dated July 16, 1999 to Loan and Security Agreement (filed
as Exhibit 10.2 to TSI's Quarterly Report on Form 10-Q filed August 12,
1999).
(b)(7) Sixth Amendment dated October 28, 1999 to Loan and Security Agreement
with Fleet Capital Corporation (filed as Exhibit 10.28 to TSI's Form 10-K
filed December 30, 1999).
(b)(8) Seventh Amendment dated November 12, 1999 to Loan and Security Agreement
with Fleet Capital Corporation (filed as Exhibit 10.29 to TSI's Form 10-K
filed December 30, 1999).
(b)(9) Eighth Amendment dated January 19, 2000 to Loan and Security Agreement
with Fleet Capital Corporation (filed as Exhibit 10.2 to TSI's Form 10-Q
filed May 10, 2000).
(b)(10) Ninth Amendment dated April 12, 2001 to Loan and Security Agreement with
Fleet Capital Corporation (filed as Exhibit 10.1 to TSI's Form 10-Q
filed May 9, 2001).
(c) Not applicable.
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(d)(1) Agreement and Plan of Merger dated as of June 26, 2001 by and among TSI,
HB Acquisition and Duck Head (filed as Exhibit 2 to the Current Report on
Form 8-K of Duck Head dated June 26, 2001).
(d)(2) Tender and Option Agreements dated as of June 26, 2001 by and among TSI,
HB Acquisition, Duck Head and each of William F. Garrett, Mark I.
Goldman, C.C. Guy, Dr. James F. Kane, Dr. Max Lennon, E. Erwin Maddrey,
II, Buck A. Mickel, William V. Roberti and Robert D. Rockey, Jr.(the form
of which is filed as Exhibit 10 to the Current Report on Form 8-K of Duck
Head dated June 26, 2001).
(d)(3) Confidentiality Agreement dated as of March 16, 2001 between Kurt Salmon
Associates Capital Advisors, Inc., on behalf of Duck Head, and TSI.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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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.
Dated: July 11, 2001
HB ACQUISITION CORP.
By: /s/ MICHAEL KAGAN
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Michael Kagan
President
TROPICAL SPORTSWEAR INT'L
CORPORATION
By: /s/ MICHAEL KAGAN
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Michael Kagan
Executive Vice President and
Chief Financial Officer
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