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EXHIBIT (A)(1)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DUCK HEAD APPAREL COMPANY, INC.
AT
$4.75 NET PER SHARE
BY
HB ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
TROPICAL SPORTSWEAR INT'L CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, AUGUST 8, 2001, UNLESS THE OFFER IS EXTENDED.
We are Tropical Sportswear Int'l Corporation. Our wholly owned subsidiary,
HB Acquisition Corp., is making this offer pursuant to an Agreement and Plan of
Merger, dated as of June 26, 2001, by and among us, HB Acquisition and Duck
Head. If and when HB Acquisition purchases tendered shares of Duck Head common
stock, we intend to merge HB Acquisition into Duck Head, with Duck Head becoming
our wholly owned subsidiary. The offer is conditioned upon, among other things,
there being validly tendered and not withdrawn prior to the expiration of the
offer a number of shares of Duck Head common stock that represents, together
with any shares beneficially owned by us, at least a majority of the
then-outstanding shares on a fully diluted basis on the date of purchase, taking
into consideration all options and other rights to acquire shares whether or not
exercisable. In addition, on or before July 26, 2001, we have the right to
terminate the offer and the merger agreement if we have not been satisfied in
our reasonable discretion, exercised in good faith, with the results of our due
diligence review of information concerning Duck Head and its business. The offer
is also subject to other conditions, including Duck Head having at least $21
million of stockholders' equity (as determined pursuant to the merger agreement)
and Duck Head's chief executive officer agreeing to an acceptable employment
contract with us.
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Duck Head's board of directors has unanimously adopted the merger agreement
and determined that the offer and the merger are fair to, and in the best
interests of, Duck Head's shareholders and recommends that you tender your
shares in the offer.
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IMPORTANT
If you are a shareholder of Duck Head common stock and wish to tender your
shares in the offer, you must (1) complete and sign the Letter of Transmittal
(or a facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and mail or deliver the Letter of Transmittal and all other required
documents to SunTrust Bank, as depositary for the offer, together with
certificates representing the shares tendered or follow the procedure for
book-entry transfer set forth in "The Offer -- Procedures for Accepting the
Offer and Tendering Shares," or (2) request your broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for you. If your
shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you must contact that person if you wish to tender
your shares.
If you wish to tender your shares and cannot deliver certificates
representing your shares and all other required documents to SunTrust Bank on or
prior to the expiration date or you cannot comply with the procedures for
book-entry transfer on a timely basis, you may tender your shares pursuant to
the guaranteed delivery procedure set forth in "The Offer -- Procedures for
Accepting the Offer and Tendering Shares."
Questions and requests for assistance may be directed to MacKenzie
Partners, Inc., as information agent for the offer, at the address and telephone
number set forth on the back cover of this Offer to Purchase. Additional copies
of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery and other related materials may be obtained from MacKenzie Partners.
You may also contact your broker, dealer, commercial bank, trust company or
other nominee for copies of these documents.
July 11, 2001
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TABLE OF CONTENTS
PAGE
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SUMMARY OF THE OFFER........................................ 3
INTRODUCTION................................................ 7
THE OFFER................................................... 8
Terms of the Offer........................................ 8
Procedures for Accepting the Offer and Tendering Shares... 10
Withdrawal Rights......................................... 12
Acceptance for Payment and Payment for Shares............. 13
Certain United States Federal Income Tax Consequences..... 14
Price Range of Shares; Dividends.......................... 16
Information Concerning Duck Head.......................... 16
Information Concerning Tropical Sportswear and HB
Acquisition............................................ 17
Source and Amount of Funds................................ 19
Prior Relationships....................................... 19
Background of the Offer................................... 19
Purpose and Structure of the Offer........................ 21
Plans for Duck Head....................................... 21
The Merger Agreement...................................... 22
The Tender and Option Agreements.......................... 29
Appraisal Rights.......................................... 30
Effects of the Offer...................................... 30
Conditions to the Offer................................... 31
Legal Matters; Regulatory Approvals....................... 32
Fees and Expenses......................................... 33
Miscellaneous............................................. 34
SCHEDULE I Directors and Executive Officers of TSI and
HB Acquisition............................................ S-1
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SUMMARY OF THE OFFER
Tropical Sportswear Int'l Corporation, through its wholly owned subsidiary,
HB Acquisition Corp., is offering to purchase all of the outstanding common
stock of Duck Head Apparel Company, Inc. for $4.75 net per share in cash. The
following are some of the questions you, as a shareholder of Duck Head, may have
and the answers to those questions. We urge you to carefully read the remainder
of this Offer to Purchase and the accompanying Letter of Transmittal because the
information in this summary is not complete and additional important information
is contained in the remainder of this Offer to Purchase and the Letter of
Transmittal.
WHO IS OFFERING TO BUY MY SECURITIES?
We are Tropical Sportswear Int'l Corporation, a Florida corporation.
Through our wholly owned subsidiary, HB Acquisition, a Georgia corporation, we
are offering to purchase all of the outstanding common stock of Duck Head. HB
Acquisition was formed for the purpose of making this tender offer.
WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?
We are seeking to purchase all of the outstanding common stock of Duck
Head.
HOW MUCH ARE YOU OFFERING TO PAY FOR MY SECURITIES AND WHAT IS THE FORM OF
PAYMENT? WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?
We are offering to pay $4.75 per share, net to you in cash without
interest, subject to any required withholding taxes. If you are the record
holder of your shares and tender your shares to us in the offer, you will not
have to pay brokerage fees, commissions or similar expenses. If you own your
shares through a broker or other nominee, and your broker tenders your shares on
your behalf, your broker or nominee may charge you a fee for doing so. You
should consult your broker or nominee to determine whether any charges will
apply.
DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
Yes. We have sufficient funds to purchase shares tendered to us in the
offer and to complete the merger that is expected to follow the successful
completion of the offer. It is anticipated that the funds will be obtained from
current cash and cash equivalents and from our existing credit facility.
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES IN THE
OFFER?
No. We do not think our financial condition is relevant to your decision
whether to tender your shares in the offer because the form of payment consists
solely of cash and the offer is not conditioned on our ability to obtain
financing.
IS THERE AN AGREEMENT GOVERNING THE OFFER?
Yes. We, Duck Head and HB Acquisition have entered into a merger agreement
dated as of June 26, 2001. The merger agreement provides, among other things,
for the terms and conditions of the offer and the merger of HB Acquisition into
Duck Head, with Duck Head becoming our wholly owned subsidiary following the
offer. See "The Offer -- The Merger Agreement" at page 22.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
You will have at least until 12:00 midnight, New York City time, on
Wednesday, August 8, 2001 to decide whether to tender your shares in the offer,
unless we decide to extend the offer or the offer is extended in accordance with
the provisions of the merger agreement. If you cannot deliver everything that is
required in order to make a valid tender by the expiration date, you may be able
to use the guaranteed delivery procedure discussed under "The
Offer -- Procedures for Accepting the Offer and Tendering Shares -- Guaranteed
Delivery" at page 11.
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CAN THE OFFER BE EXTENDED AND, IF SO, UNDER WHAT CIRCUMSTANCES?
Yes. Subject to the terms of the merger agreement, we can and, in some
cases, must extend the offer. We have agreed in the merger agreement that:
- We must extend the offer beyond each scheduled expiration date (but not
beyond November 1, 2001) if at that date the conditions to our obligation
to accept for payment and to pay for the shares have not been waived or
have not been satisfied to the extent these conditions may be satisfied
prior to November 1, 2001.
- We may extend the offer for any period required by any rule, regulation,
interpretation or position of the SEC applicable to the offer.
- If the board of directors of Duck Head, pursuant to the terms and
conditions of the merger agreement, subsequently determines to withdraw
its recommendation of our offer, then the offer will be automatically
extended so that the expiration date is at least five business days after
such determination. For a discussion of the limited circumstances under
which Duck Head's board of directors may withdraw its recommendation of
our offer, see "The Offer -- The Merger Agreement -- Duck Head's Board
Recommendation" at page 25.
- If all conditions to the offer have been satisfied or waived, we will
accept for payment and pay for all shares validly tendered and not
withdrawn at that time, and we may, in our sole discretion, provide a
"subsequent offering period" during which shareholders whose shares have
not been accepted for payment may tender, but not withdraw, their shares
and receive the offer price. We are not permitted under the federal
securities laws to provide a subsequent offering period of less than
three nor more than 20 business days.
Our rights and obligations to extend the offer are subject to the parties'
ability to terminate unilaterally the merger agreement if the offer is not
completed by November 1, 2001 or for the other reasons discussed under "The
Offer -- Terms of the Offer" at page 8.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If we decide to extend our offer or the offer is extended in accordance
with the merger agreement, we will inform SunTrust Bank, our depositary, of that
fact, and will issue a press release giving the new expiration date no later
than 9:00 a.m., New York City time, on the business day after the day on which
our offer was previously scheduled to expire. See "The Offer -- Terms of the
Offer" at page 8.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
We are not obligated to purchase any shares in the offer unless the number
of shares tendered in the offer, when added to any shares then owned by us,
represents at least a majority of the shares of Duck Head outstanding on a fully
diluted basis on the date of purchase. "On a fully diluted basis" means the
number of shares outstanding plus all shares issuable by Duck Head pursuant to
stock options, incentive stock awards or otherwise, whether or not such
securities are exercisable. We calculate the minimum number of shares to be
approximately 1.64 million, representing approximately 57% of the presently
outstanding shares. In addition, on or before July 26, 2001, we may terminate
the merger agreement and the offer if we have not been satisfied in our
reasonable discretion, exercised in good faith, with the results of our due
diligence review of information concerning Duck Head and its business. The offer
is also subject to other conditions, including Duck Head having at least $21
million of stockholders' equity (as determined pursuant to the merger agreement)
and Duck Head's chief executive officer agreeing to an acceptable employment
contract with us. You should read more about the conditions to the offer
described under "The Offer -- Conditions to the Offer" at page 31 and the
parties' ability to terminate the merger agreement prior to consummation of the
offer as described under "The Offer -- The Merger Agreement -- Termination" at
page 27.
HOW DO I TENDER MY SHARES?
If you are a record holder, you may tender your shares by delivering the
certificates representing your shares, together with a completed Letter of
Transmittal, to SunTrust Bank, the depositary for the offer, not later than the
time the offer expires. If your shares are held in street name, you must
instruct your nominee to tender the shares. If you are unable to deliver the
required documents to SunTrust Bank by the expiration of the offer, you may get
some extra time to do so by
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having a broker, a bank or other fiduciary which is a member of the Securities
Transfer Agents Medallion Program or other eligible institution guarantee that
the missing items will be received by SunTrust Bank within three American Stock
Exchange trading days. However, SunTrust Bank must receive the missing items
within that three-day period. See "The Offer -- Procedures for Accepting the
Offer and Tendering Shares" at page 10.
HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
To withdraw your tender of shares, you must deliver a properly executed
written notice of withdrawal (or a facsimile of one) with the required
information to SunTrust Bank while you still have the right to withdraw the
shares. If you tendered shares by giving instructions to a broker or bank, you
must instruct the broker or bank to arrange for the withdrawal of your shares.
See "The Offer -- Withdrawal Rights" at page 12.
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
Except in the case of a subsequent offering period, you can withdraw shares
at any time until the offer has expired. See "The Offer -- Withdrawal Rights" at
page 12.
WHAT DOES THE BOARD OF DIRECTORS OF DUCK HEAD THINK OF THE OFFER?
The board of directors of Duck Head has unanimously adopted the merger
agreement and determined that the offer and the merger are fair to and in the
best interests of the shareholders of Duck Head, and recommends that Duck Head
shareholders tender their shares in the offer and, if approval of the merger is
required by applicable law, approve and adopt the merger agreement. In addition,
Kurt Salmon Associates Capital Advisors, Inc., Duck Head's financial advisor
delivered to Duck Head's board of directors its opinion, dated June 26, 2001,
stating that the consideration to be paid in the offer and the merger is fair to
the shareholders of Duck Head from a financial point of view. See "The Offer --
Background of the Offer" at page 19 and "The Offer -- The Merger Agreement" at
page 22.
HAVE ANY SHAREHOLDERS AGREED TO TENDER THEIR SHARES?
Yes. Each of the directors of Duck Head has agreed to tender his shares in
the offer. These shareholders beneficially own a total of 1,234,891 shares,
representing collectively approximately 38% of the shares on a fully diluted
basis. In addition, we have been informed that Duck Head expects to issue
approximately 23,100 shares to such persons prior to the merger in connection
with previously existing compensation arrangements for their services in fiscal
2001 and fiscal 2002. See "The Offer -- The Tender and Option Agreements" at
page 29.
IF A MAJORITY OF THE SHARES ARE TENDERED AND ACCEPTED FOR PAYMENT, WILL DUCK
HEAD CONTINUE AS A PUBLIC COMPANY?
No. Following the purchase of shares tendered in the offer, we expect to
consummate the merger. If the merger takes place, HB Acquisition will be merged
into Duck Head with Duck Head becoming our wholly owned subsidiary. Even if the
merger does not take place, if HB Acquisition purchases all the tendered shares:
- there may be so few remaining shareholders and publicly held shares that
Duck Head's common stock will no longer be eligible to be traded on the
American Stock Exchange;
- there may not be a public trading market for Duck Head's common stock;
and
- Duck Head may no longer have to comply with SEC rules relating to
publicly held companies.
WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL DUCK HEAD SHARES ARE NOT TENDERED
IN THE OFFER?
If the offer is consummated, we plan to merge HB Acquisition into Duck Head
with Duck Head becoming our wholly owned subsidiary. The merger is subject to
the conditions that all required consents of, filings and registrations with,
and notifications to all regulatory authorities shall have been obtained, no law
or regulation and no judgment, injunction, order or decree shall have prohibited
or enjoined the merger and, if required, Duck Head shareholders shall have
approved the merger. If after consummation of the offer, we directly or
indirectly own at least 90% of the outstanding shares, then the parties will
take all action necessary to cause the merger to be effective as soon as
practicable thereafter without a meeting of Duck Head's shareholders in
accordance with Section 14-2-1104 of the Georgia Business
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Corporation Code. If the offer has been consummated but we do not directly or
indirectly own at least 90% of the outstanding shares, Duck Head will promptly
hold a special meeting of shareholders for the purpose of voting upon the
adoption and approval of the merger agreement. At any such special meeting, all
shares then owned by us will be voted in favor of adoption and approval of the
merger agreement.
If we are not able to acquire at least a majority of the outstanding shares
on a fully diluted basis, we will either extend our offer or terminate our offer
in the manner specified in the merger agreement. If at least a majority of the
outstanding shares on a fully diluted basis have been validly tendered and all
of the conditions to our offer have been satisfied or waived, we may commence a
subsequent offering period of between three and 20 business days for the purpose
of securing tenders of enough shares so that, after we buy shares in the
subsequent offering period, we will own at least 90% of the outstanding shares
of Duck Head common stock. We will pay the same price per share in the
subsequent offering period as we pay in the offer. See "The Offer -- Appraisal
Rights" at page 30.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
If we purchase the tendered shares and, as we expect, the merger takes
place, we will pay shareholders (other than those properly perfecting appraisal
rights) not tendering in the offer the same amount of cash per share that we
would have paid them had they tendered their shares in the offer. Therefore, if
the merger takes place, the only difference to you between tendering your shares
and not tendering your shares is that if you tender your shares into the offer,
you will be paid earlier and will not have appraisal rights. See "The
Offer -- Appraisal Rights" at page 30.
WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
On June 26, 2001, the last full trading day before we announced the merger
agreement with Duck Head, the last sale price of Duck Head's common stock
reported on the American Stock Exchange was $2.65 per share. On July 10, 2001,
the last full trading day before the date of this Offer to Purchase, the last
sale price of Duck Head's common stock was $4.50 per share. You should obtain a
recent market price for shares of Duck Head's common stock before deciding
whether to tender your shares.
WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?
You can call MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or
(800) 322-2885 (toll free). MacKenzie Partners is acting as the information
agent for our offer.
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To the Holders of Shares of Duck Head Common Stock:
INTRODUCTION
We are Tropical Sportswear Int'l Corporation, a Florida corporation.
Through our wholly owned subsidiary, HB Acquisition Corp., a Georgia
corporation, we hereby offer to purchase all of the outstanding shares of common
stock of Duck Head Apparel Company, Inc. at a price of $4.75 per share, net to
the seller in cash, subject to any required withholding taxes, upon the terms
and subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal.
We are making this offer pursuant to the Agreement and Plan of Merger,
dated as of June 26, 2001, among us, HB Acquisition and Duck Head. The merger
agreement provides that, following completion of the offer and the satisfaction
or waiver of conditions in the merger agreement, HB Acquisition will be merged
into Duck Head with Duck Head becoming our wholly owned subsidiary. At the
effective time of the merger, each share of Duck Head common stock outstanding
immediately prior to the effective time of the merger (other than shares that
are held by shareholders, if any, who properly perfect their appraisal rights in
accordance with Georgia law), will be converted into the right to receive the
per share price paid in the offer in cash, without interest. The merger
agreement is more fully described in "The Offer -- The Merger Agreement," which
also contains a discussion of the treatment of stock options.
Tendering shareholders who are record owners of their shares and tender
directly to SunTrust Bank, our depositary for the offer, will not be obligated
to pay brokerage fees or commissions or, except as otherwise provided in
Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to
the purchase of shares by us pursuant to the offer. Shareholders who hold their
shares through a broker or bank should consult such institution as to whether it
charges any service fees. We will pay all charges and expenses of SunTrust Bank,
as depositary, and MacKenzie Partners, Inc., as information agent, incurred in
connection with the offer.
DUCK HEAD'S BOARD OF DIRECTORS HAS UNANIMOUSLY ADOPTED THE MERGER AGREEMENT
AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST
INTERESTS OF THE SHAREHOLDERS OF DUCK HEAD AND RECOMMENDS THAT YOU TENDER YOUR
SHARES IN THE OFFER. THE FACTORS CONSIDERED BY DUCK HEAD'S BOARD IN ARRIVING AT
ITS DECISION RELATING TO THE MERGER AGREEMENT, THE OFFER AND THE MERGER ARE
INCLUDED IN DUCK HEAD'S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9,
WHICH IS BEING MAILED TO SHAREHOLDERS CONCURRENTLY WITH THIS OFFER TO PURCHASE.
YOU SHOULD READ DUCK HEAD'S SCHEDULE 14D-9 CAREFULLY IN ITS ENTIRETY.
Kurt Salmon Associates Capital Advisors, Inc., Duck Head's financial
advisor (which we refer to as "KSA CA"), has delivered to Duck Head's board its
opinion dated June 26, 2001, to the effect that, as of such date and based on
and subject to the matters stated in such opinion, the consideration to be
received by you in the offer and the merger pursuant to the merger agreement are
fair from a financial point of view to you and other holders of Duck Head
shares. The full text of KSA CA's written opinion, which describes the
assumptions made, procedures followed, matters considered and limitations on the
review undertaken, will be included as Annex A to Duck Head's
Solicitation/Recommendation Statement on Schedule 14D-9. You should read the
full text of such opinion carefully in its entirety.
Duck Head has been advised by all of its directors and executive officers
that each of them intends to tender all of his shares pursuant to the offer. As
discussed below, each of the directors of Duck Head has agreed with us to tender
all of his shares pursuant to the offer.
The offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the offer a number of
shares that, together with any shares then beneficially owned by us, represents
at least a majority of the then-outstanding shares on a fully diluted basis,
taking into consideration all options and other rights to acquire shares whether
or not exercisable. We refer to this condition as the "Minimum Condition." In
addition, on or before July 26, 2001, we may terminate the merger agreement and
the offer if we have not been satisfied in our reasonable discretion, exercised
in good faith, with the results of our due diligence review of information
concerning Duck Head and its business. The offer is also subject to other
conditions, including Duck Head having at least $21 million of stockholders'
equity (as determined pursuant to the merger agreement) and Duck Head's chief
executive officer agreeing to an acceptable employment contract with us. You
should read more about the conditions to the offer described under "The
Offer -- Conditions to the Offer."
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Duck Head has advised us that, on June 30, 2001, 2,866,638 shares were
issued and outstanding and 381,100 shares were subject to issuance upon the
exercise of options, incentive stock awards or otherwise. In addition, we have
been informed that Duck Head expects to issue approximately 22,700 shares to its
directors prior to the merger in connection with previously existing
compensation arrangements for their services in fiscal 2001 and fiscal 2002.
Accordingly, we believe that the Minimum Condition would be satisfied if
approximately 1.64 million shares (or approximately 57% of the presently
outstanding shares) were validly tendered and not withdrawn prior to the
expiration of the offer. The actual number of shares needed to be tendered to
satisfy the Minimum Condition will depend upon the actual number of shares
outstanding on the date that we accept such shares for payment. Pursuant to the
tender and option agreements, dated as of June 26, 2001, each of the directors
of Duck Head has agreed to tender in the offer all shares beneficially owned by
him. These shareholders beneficially own a total of 1,234,891 shares,
representing collectively approximately 38% of the shares on a fully diluted
basis. As we stated above, we also have been informed that Duck Head expects to
issue approximately 22,700 shares to such persons prior to the merger in
connection with previously existing compensation arrangements for their services
in fiscal 2001 and fiscal 2002. See "The Offer -- The Tender and Option
Agreements."
The merger agreement provides that promptly upon the purchase of any shares
pursuant to the offer, we will be entitled to designate up to the number of
directors, rounded up to the next whole number, on Duck Head's board as will
give us representation proportionate to the percentage of the total number of
outstanding shares that we beneficially own. However, we have agreed that at
least two members of Duck Head's board who were directors as of the date of the
merger agreement and are not employees of Duck Head will remain directors until
the effective time of the merger. See "The Offer -- The Merger Agreement."
The merger is subject to the satisfaction or waiver of various conditions,
including, if required, the approval of the merger agreement by Duck Head's
shareholders. If the Minimum Condition is satisfied, we would have sufficient
voting power to approve the merger without the affirmative vote of any other
shareholder of Duck Head. If, after consummation of the offer, we directly or
indirectly own at least 90% of the outstanding shares, then the parties will
take all action necessary to cause the merger to be effective as soon as
practicable thereafter without a meeting of Duck Head's shareholders in
accordance with Section 14-2-1104 of the Georgia Business Corporation Code. If
the offer has been consummated but we do not directly or indirectly own at least
90% of the outstanding shares, Duck Head will promptly hold a special meeting of
shareholders for the purpose of voting upon the adoption and approval of the
merger agreement. At any such special meeting, all shares then owned by us will
be voted in favor of adoption and approval of the merger agreement. See "The
Offer -- The Merger Agreement."
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT YOU SHOULD CAREFULLY READ BEFORE YOU MAKE ANY
DECISION WITH RESPECT TO THE OFFER.
THE OFFER
TERMS OF THE OFFER
Upon the terms and subject to the conditions of the offer, we will accept
for payment and pay for all shares of Duck Head common stock validly tendered
prior to the expiration date and not properly withdrawn as permitted under "The
Offer -- Withdrawal Rights." The term "expiration date" means 12:00 midnight,
New York City time, on Wednesday, August 8, 2001, unless we have extended the
period of time for which the offer is open, in which event the term "expiration
date" will mean the latest time and date at which the offer, as so extended,
will expire. If we accept for payment any shares pursuant to the offer, we will
accept for payment all shares validly tendered prior to the expiration date and
not properly withdrawn, and will promptly pay for all shares so accepted for
payment.
The offer is conditioned upon the satisfaction of the Minimum Condition and
the other conditions set forth in "The Offer -- Conditions to the Offer."
Subject to the provisions of the merger agreement, we may waive any or all of
the conditions to our obligation to purchase shares pursuant to the offer,
except for the Minimum Condition. If by the expiration date any of the
conditions to the offer have not been satisfied or waived, we will either:
- waive all of the unsatisfied conditions, except for the Minimum Condition
and, subject to any required extension, purchase all shares validly
tendered by the expiration date and not properly withdrawn;
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- extend the offer and, subject to the right of shareholders to withdraw
shares until the new expiration date, retain the shares that have been
tendered until the expiration of the offer as extended; or
- if the offer has not been consummated by November 1, 2001, terminate the
offer and return all tendered shares to tendering shareholders.
We will not make any change to the offer without Duck Head's prior written
consent that:
- changes or waives the Minimum Condition;
- decreases the price per share to be paid in the offer;
- decreases the number of shares to be purchased in the offer;
- changes the form of consideration to be paid in the offer;
- extends the offer (except as set forth below);
- modifies, in any manner adverse to you or the other Duck Head's
shareholders, the conditions set forth in "The Offer -- Conditions to the
Offer;" or
- imposes conditions to the offer in addition to the conditions set forth
in "The Offer -- Conditions to the Offer."
Subject to the terms of the merger agreement, the offer can be extended as
follows:
- we must extend the offer beyond each scheduled expiration date if at that
date the conditions to the offer are not satisfied (if such conditions
are capable of being satisfied prior to November 1, 2001) or waived (to
the extent the merger agreement permits waiver);
- we may extend the offer for any period required by any rule, regulation,
interpretation or position of the SEC applicable to the offer; and
- if the board of directors of Duck Head, pursuant to the terms and
conditions of the merger agreement, subsequently determines to withdraw
its recommendation of our offer then the offer will be automatically
extended so that the expiration date is at least five business days after
such determination. For a discussion of the limited circumstances under
which Duck Head's board of directors may withdraw its recommendation of
our offer, see "-- The Merger Agreement -- Duck Head's Board
Recommendation."
If all conditions to the offer have been satisfied or waived, we will accept for
payment and pay for all shares validly tendered and not withdrawn at that time.
In such event, we may provide a "subsequent offering period" during which
shareholders whose shares have not been accepted for payment may tender, but not
withdraw, their shares and receive the price to be paid in the offer. We are not
permitted under the federal securities laws to provide a subsequent offering
period of less than three nor more than 20 business days.
The rights and obligations to extend the offer are subject to the rights of
either party to terminate the merger agreement pursuant to the terms thereof.
For more details on the ability of a party to terminate the merger agreement,
see "The Merger Agreement -- Termination."
Any extension, delay, termination, waiver or amendment will be followed as
promptly as practicable by public announcement. In the case of an extension, the
announcement will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date, in accordance
with the public announcement requirements of Rule 14e-1(d) under the Securities
Exchange Act of 1934. Subject to applicable law (including Rules 14d-4(d) and
14d-6(c) under the Exchange Act, which require that material changes be promptly
disseminated to shareholders in a manner reasonably designed to inform them of
such changes) and without limiting the manner in which we may choose to make any
public announcement, we have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a press release
to the Dow Jones News Service.
If we are delayed in our acceptance for payment of or payment for shares or
we are unable to pay for shares pursuant to the offer for any reason, then,
without prejudice to our rights under the offer, SunTrust Bank may retain
tendered shares on our behalf, and such shares may not be withdrawn except to
the extent tendering shareholders are entitled to
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withdrawal rights as described under "The Offer -- Withdrawal Rights." However,
our ability to delay the payment for shares that we have accepted for payment is
limited by:
- Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay
the consideration offered or return the securities deposited by or on
behalf of shareholders promptly after the termination or withdrawal of
such bidder's offer; and
- The terms of the merger agreement, which require that we pay for shares
that are tendered pursuant to the offer as promptly as practicable after
the expiration of the offer.
If we materially change the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
disseminate additional tender offer materials and extend the offer to the extent
required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. If we
change the price to be paid or the number of shares to be purchased in the
offer, the offer must remain open until the 10th business day from the date that
notice of such change is first published, sent or given to shareholders. The
minimum period during which the offer must remain open following material
changes in the terms of the offer, other than a change in price, percentage of
securities sought or inclusion of or changes to a dealer's soliciting fee, will
depend upon the facts and circumstances, including the materiality, of the
changes. In the SEC's view, an offer should remain open for a minimum of five
business days from the date the material change is first published, sent or
given to shareholders and, if material changes are made with respect to
information that approaches the significance of price and share levels, a
minimum of 10 business days may be required to allow for adequate dissemination
to shareholders.
Duck Head has provided us with its shareholder list and security position
listings for the purpose of disseminating the offer to holders of shares. This
Offer to Purchase and the related Letter of Transmittal will be mailed to record
holders of shares whose names appear on Duck Head's shareholder list and will be
furnished, for subsequent transmittal to beneficial owners of shares, to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing.
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES
Valid Tenders. In order for you to tender shares validly pursuant to the
offer, either:
- the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, together with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message in lieu of the
Letter of Transmittal) and any other documents required by the Letter of
Transmittal must be received by SunTrust Bank at one of its addresses set
forth on the back cover of this Offer to Purchase and either the share
certificates evidencing tendered shares must be received by SunTrust Bank
at such address or such shares must be tendered pursuant to the procedure
for book-entry transfer described below and a book-entry confirmation
must be received by SunTrust Bank, in each case prior to the scheduled
expiration date; or
- you must comply with the guaranteed delivery procedures described below.
The term "Agent's Message" means a message, transmitted by The Depository
Trust Company to, and received by, SunTrust Bank and forming a part of a
book-entry confirmation, that states that The Depository Trust Company has
received an express acknowledgment from the participant in the system of The
Depository Trust Company tendering the shares that are the subject of such
book-entry confirmation, that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that we may enforce such
agreement against such participant.
Book-Entry Transfer. SunTrust Bank will establish an account with respect
to the shares at The Depository Trust Company for purposes of the offer within
two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of The Depository Trust Company
may make a book-entry delivery of shares by causing The Depository Trust Company
to transfer such shares into SunTrust Bank's account in accordance with The
Depository Trust Company's procedures for such transfer. However, although
delivery of shares may be effected through book-entry transfer at The Depository
Trust Company, either the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any
other required documents, must, in any case, be received by SunTrust Bank at one
of its addresses
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set forth on the back cover of this Offer to Purchase prior to the expiration
date, or the tendering shareholder must comply with the guaranteed delivery
procedure described below.
Delivery of documents to The Depository Trust Company does not constitute
delivery to SunTrust Bank.
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal if:
- the Letter of Transmittal is signed by the registered holder of the
shares tendered therewith, unless such holder has completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" on the Letter of Transmittal; or
- the shares are tendered for the account of a firm that is participating
in the Security Transfer Agents Medallion Program, which we refer to as
an "Eligible Institution."
In all other cases, all signatures on a Letter of Transmittal must be
guaranteed by an Eligible Institution. See Instruction 1 of the Letter of
Transmittal. If a share certificate is registered in the name of a person or
persons other than the signer of the Letter of Transmittal, or if payment is to
be made or delivered to, or a share certificate not accepted for payment or not
tendered is to be issued in the name of, a person other than the registered
holder, then the share certificate must be endorsed or accompanied by an
appropriate duly executed stock power, in either case signed exactly as the name
of the registered holder appears on the share certificate, with the signature on
such share certificate or stock power guaranteed by an Eligible Institution as
provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of
Transmittal.
Guaranteed Delivery. If you desire to tender shares pursuant to the offer
and the share certificates evidencing your shares are not immediately available
or you cannot deliver the share certificates and all other required documents to
SunTrust Bank prior to the expiration date, or you cannot complete the procedure
for delivery by book-entry transfer on a timely basis, such shares may be
tendered nevertheless, provided that you satisfy all of the following
conditions:
- such tender is made by or through an Eligible Institution;
- a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by us, is received prior to the
expiration date by SunTrust Bank as provided below; and
- the share certificates (or a book-entry confirmation) evidencing all
tendered shares, in proper form for transfer, in each case together with
the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message), and any other
documents required by the Letter of Transmittal are received by SunTrust
Bank within three American Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile transmission or mailed to SunTrust Bank and must include a
guarantee by an Eligible Institution in the form set forth in the form of Notice
of Guaranteed Delivery made available by us.
In all cases, shares will not be deemed validly tendered unless a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) is
received by SunTrust Bank.
The method of delivery of share certificates, the Letter of Transmittal and
all other required documents, including delivery through The Depository Trust
Company, is at the option and risk of the tendering shareholder, and the
delivery will be deemed made only when actually received by SunTrust Bank
(including, in the case of a book-entry transfer, receipt of a book-entry
confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by us in our sole discretion, which determination
will be final and binding on all parties. We reserve the absolute right to
reject any and all tenders determined by us not to be in proper form or the
acceptance for payment of which may, in the opinion of our counsel, be unlawful.
We also reserve the absolute right to waive any defect or irregularity in the
tender of any shares of any particular shareholder, whether or not similar
defects or irregularities are waived in the case of other shareholders. No
tender of shares will be deemed to have been validly made until all defects and
irregularities have been cured or waived to our satisfaction. No person,
including
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us, SunTrust Bank and MacKenzie Partners, will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. Our interpretation of the terms and
conditions of the offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding.
Other Requirements. By executing the Letter of Transmittal as set forth
above, you irrevocably appoint our designees as your proxies, each with full
power of substitution, in the manner set forth in the Letter of Transmittal, to
the full extent of your rights with respect to the shares tendered by you and
accepted for payment by us (including, with respect to any and all other shares
or other securities issued or issuable in respect of such shares on or after the
date of this Offer to Purchase). All such proxies shall be considered coupled
with an interest in the tendered shares. Such appointment will be effective
when, and only to the extent that, we accept such shares for payment. Upon such
acceptance for payment, all prior proxies given by you with respect to such
shares (and such other shares and securities) will be revoked without further
action, and no subsequent proxies may be given nor any subsequent written
consent executed by you (and, if given or executed, will not be deemed to be
effective) with respect thereto. Our designees will, with respect to the shares
(and other securities) for which the appointment is effective, be empowered to
exercise all of your voting and other rights as they in their sole discretion
may deem proper at any annual or special meeting of Duck Head's shareholders or
any adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. We reserve the right to require that, in order for shares
to be deemed validly tendered, immediately upon our payment for such shares, we
must be able to exercise full voting rights with respect to such shares.
The tender of shares pursuant to any one of the procedures described above
will constitute your acceptance of the offer, as well as your representation and
warranty that you have the full power and authority to tender and assign the
shares tendered, as specified in the Letter of Transmittal. Our acceptance for
payment of shares tendered pursuant to the offer will constitute our binding
agreement with you upon the terms and subject to the conditions of the offer.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT OF
THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, YOU MUST PROVIDE
SUNTRUST BANK WITH YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER OR SOCIAL
SECURITY NUMBER OR CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING BY
COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP
WITHHOLDING APPLIES TO YOU, SUNTRUST BANK IS REQUIRED TO WITHHOLD 31% OF ANY
PAYMENTS MADE TO YOU. SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL. IF YOU ARE
A NONRESIDENT ALIEN OR FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, YOU ARE
URGED TO GIVE SUNTRUST BANK A COMPLETED W-8BEN (CERTIFICATE OF FOREIGN STATUS)
PRIOR TO RECEIPT OF PAYMENT.
WITHDRAWAL RIGHTS
Tenders of shares made pursuant to our offer are irrevocable except that
tendered shares may be withdrawn at any time prior to the expiration date. If we
extend our offer, are delayed in our acceptance for payment of shares or are
unable to accept shares for payment pursuant to our offer for any reason, then,
without prejudice to our rights under the offer, SunTrust Bank may,
nevertheless, on our behalf, retain tendered shares, and those shares may not be
withdrawn except to the extent that tendering shareholders are entitled to
withdrawal rights as described below. Any delay will be by an extension of our
offer to the extent required by law.
We may, without Duck Head's consent, extend our offer in increments of up
to 10 business days each, if at the scheduled expiration date of the offer, any
of the conditions to our offer are not then satisfied or waived, until all of
such conditions are satisfied or waived (except that the Minimum Condition may
not be waived). We have agreed to extend our offer from time to time until
November 1, 2001 if, at the expiration date, the merger agreement has not been
terminated, Duck Head has not failed to reaffirm its recommendation of the offer
and the merger and the conditions to our offer have not been satisfied or waived
but are capable of being satisfied by November 1, 2001. During an extension for
these reasons, all shares previously tendered and not withdrawn will remain
subject to our offer and you will continue to have the right to withdraw your
tendered shares.
We may extend our offer after the acceptance for shares for a further
period of time, by means of a subsequent offering period under Rule 14d-11 under
the Exchange Act, of between three and 20 business days to meet the objective
that there be validly tendered and not withdrawn prior to the expiration date
(as so extended) a number of shares which,
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together with the shares then owned directly or indirectly by us, represents at
least 90% of the outstanding shares. If, during an extension for this purpose,
you have previously tendered your shares, you will not be able to withdraw your
shares. Under no circumstances will interest be paid on the purchase price for
tendered shares, whether or not our offer is extended.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by SunTrust Bank at
one of its addresses set forth on the back cover page of this Offer to Purchase.
Any such notice of withdrawal must specify the name and address of the person
who tendered the shares to be withdrawn, the number of shares to be withdrawn
and the name of the registered holder of such shares, if different from that of
the person who tendered such shares. If share certificates evidencing shares to
be withdrawn have been delivered or otherwise identified to SunTrust Bank, then,
prior to the physical release of such share certificates, the serial numbers
shown on such share certificates must be submitted to SunTrust Bank and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, unless such shares have been tendered for the account of an
Eligible Institution. If shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in "The Offer -- Procedures for Accepting the
Offer and Tendering Shares," any notice of withdrawal must also specify the name
and number of the account at The Depository Trust Company to be credited with
the withdrawn shares.
If we are delayed in our acceptance for payment of shares or are unable to
accept shares for payment pursuant to the offer for any reason, then, without
prejudice to our rights under the offer, SunTrust Bank may, nevertheless, on our
behalf, retain tendered shares, and such shares may not be withdrawn except to
the extent that tendering shareholders are entitled to withdrawal rights as
described herein.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. No person, including us, SunTrust Bank
and MacKenzie Partners, will be under a duty to give notification of any defects
or irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification.
Withdrawals of shares may not be rescinded. Any shares properly withdrawn
will thereafter be deemed not to have been validly tendered for purposes of the
offer. However, withdrawn shares may be re-tendered at any time prior to the
expiration date by following one of the procedures described in "The
Offer -- Procedures for Accepting the Offer and Tendering Shares."
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES
Upon the terms and subject to the conditions of the offer (including, if
the offer is extended or amended, the terms and conditions of any such extension
or amendment) and the satisfaction or earlier waiver of all the conditions to
the offer set forth in "The Offer -- Conditions to the Offer," we will accept
for payment and, as promptly as practicable, will pay for all shares validly
tendered prior to the expiration date and not properly withdrawn pursuant to the
offer. Subject to the merger agreement and compliance with Rule 14e-1(c) under
the Exchange Act, we expressly reserve the right to delay payment for shares in
order to comply in whole or in part with any applicable law. See "The
Offer -- Certain Legal Matters; Regulatory Approvals."
In all cases, payment for shares accepted for payment pursuant to the offer
will be made only after timely receipt by SunTrust Bank of:
- the certificates evidencing such shares or confirmation of a book-entry
transfer of such shares into SunTrust Bank's account at The Depository
Trust Company, which is the widely accepted book-entry transfer facility
for publicly traded shares in the United States, pursuant to the
procedures set forth in "The Offer -- Procedures for Accepting the Offer
and Tendering Shares";
- the Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees or, in the case
of a book-entry transfer, an Agent's Message (as described below) in lieu
of the Letter of Transmittal; and
- any other documents required by the Letter of Transmittal.
For purposes of the offer, we will be deemed to have accepted for payment,
and thereby purchased, shares validly tendered and not properly withdrawn as, if
and when we give oral or written notice to SunTrust Bank of our acceptance for
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payment of such shares pursuant to the offer. Upon the terms and subject to the
conditions of the offer, payment for shares accepted for payment pursuant to the
offer will be made by deposit of the price to be paid for the shares with
SunTrust Bank, which will act as agent for tendering shareholders for the
purpose of receiving payments from us and transmitting such payments to
tendering shareholders whose shares have been accepted for payment. If, for any
reason whatsoever, acceptance for payment of any shares tendered pursuant to the
offer is delayed, or we are unable to accept for payment shares tendered
pursuant to the offer, then, without prejudice to our rights under "The
Offer -- Terms of the Offer," SunTrust Bank may, nevertheless, on our behalf,
retain tendered shares, and such shares may not be withdrawn, except to the
extent that the tendering shareholders are entitled to withdrawal rights as
described in "The Offer -- Withdrawal Rights" and as otherwise required by Rule
14e-1(c) under the Exchange Act.
Under no circumstances will we pay interest on the price to be paid in the
offer, regardless of any delay in making such payment.
If any tendered shares are not accepted for payment for any reason pursuant
to the terms and conditions of the offer, or if share certificates are submitted
evidencing more shares than are tendered, share certificates evidencing
unpurchased shares will be returned, without expense to the tendering
shareholder (or, in the case of shares tendered by book-entry transfer into
SunTrust Bank's account at The Depository Trust Company pursuant to the
procedure set forth in "The Offer -- Procedures for Accepting the Offer and
Tendering Shares," such shares will be credited to an account maintained at The
Depository Trust Company), as promptly as practicable following the expiration
or termination of the offer.
We reserve the right to transfer or assign, in whole or from time to time
in part, to one or more of our affiliates, the right to purchase all or any
portion of the shares tendered pursuant to the offer, but any such transfer or
assignment will not relieve us of our obligations under the offer and will in no
way prejudice the rights of tendering shareholders to receive payment for shares
validly tendered and accepted for payment pursuant to the offer.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
This summary of the material United States federal income tax consequences
of the offer and the merger is for general information only and is based on the
law as currently in effect. This summary does not discuss all of the tax
consequences that may be relevant to you in light of your particular
circumstances or to shareholders subject to special rules, such as financial
institutions, broker-dealers, tax-exempt organizations, shareholders that hold
their shares as part of a straddle or a hedging or conversion transaction and
shareholders who acquired their shares through the exercise of an employee stock
option or otherwise as compensation.
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCES TO YOU OF THE OFFER AND THE MERGER, INCLUDING THE EFFECT OF UNITED
STATES STATE AND LOCAL TAX LAWS OR FOREIGN TAX LAWS.
A United States holder refers to:
- a citizen or resident of the United States;
- a corporation or other entity created or organized in the United States
or under the laws of the United States or of any political subdivision of
the United States; or
- an estate or trust, the income of which is includible in gross income for
federal income tax purposes regardless of its source.
A Non-United States holder refers to a shareholder that is not a United
States holder.
Tender Offer
United States Holders. The receipt by a United States holder of cash for
shares pursuant to the offer will be a taxable transaction under the United
States Internal Revenue Code of 1986. A tendering United States holder will
generally recognize gain or loss in an amount equal to the difference between
the cash received by the shareholder pursuant to the offer and the shareholder's
adjusted tax basis in the shares tendered pursuant to the offer. That gain or
loss will be a capital gain or loss if the shares are a capital asset in the
hands of the shareholder, and will be long-term capital gain or loss if the
shares have been held for more than 12 months. A non-corporate stockholder will
be subject to a
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maximum federal tax rate of 20% on long-term capital gains. Shareholders are
urged to consult their own tax advisors as to the federal income tax treatment
of a capital gain or loss (including limitations on the deductibility of a
capital loss).
A United States holder that tenders shares may be subject to information
reporting requirements and backup withholding at a rate of 31% unless it
provides its taxpayer identification number and certifies that the number is
correct or properly certifies that it is awaiting a taxpayer identification
number, or unless an exemption is demonstrated to apply. See "Procedures for
Accepting the Offer and Tendering Shares -- Other Requirements." Backup
withholding is not an additional tax. Amounts so withheld can be refunded or
credited against the federal income tax liability of the shareholder, provided
appropriate information is forwarded to the IRS. A tendering United States
holder should complete the Substitute Form W-9 that is included in the Letter of
Transmittal.
Non-United States Holders. A tendering Non-United States holder will
generally not be subject to United States federal income tax on a gain realized
on a disposition of shares unless:
- the gain is effectively connected with a trade or business in the United
States of that Non-United States holder or, if a treaty applies, such
gain is attributable to an office or other fixed place of business
maintained in the United States by such holder;
- that Non-United States holder is a non-resident alien individual who
holds the shares as a capital asset and who is present in the United
States for 183 or more days in 2001;
- that Non-United States holder is subject to tax under the provisions of
the Internal Revenue Code on the taxation of United States expatriates;
or
- Duck Head is or has been a "U.S. real property holding corporation" for
United States federal income tax purposes at any time within the shorter
of the five-year period preceding the stock disposition or the period the
Non-United States holder held the stock of Duck Head (the "prescribed
period").
Duck Head has represented to us that it has not been a "U.S. real property
holding corporation", or USRPHC, for federal income tax purposes. We have not,
however, confirmed whether Duck Head is or has been a USRPHC during the
prescribed period. In general, Duck Head will be treated as a USRPHC if the fair
market value of its U.S. real property interests equals or exceeds 50% of the
total fair market value of its U.S. and non-U.S. real property interests and its
other assets used or held in a trade or business. If Duck Head is or has been a
USRPHC during the prescribed period, so long as the stock of Duck Head has been
continuously regularly traded on an established securities exchange within the
meaning of Section 897(c)(3) during the prescribed period, only a Non-United
States holder who holds, or held, at any time during the prescribed period, more
than 5% of the stock, will be subject to U.S. federal income tax on the
disposition of such stock.
Information reporting requirements and backup withholding imposed at a rate
of 31% may apply under specified circumstances to cash payments received by a
tendering Non-United States holder unless it certifies as to its foreign status
or otherwise establishes an exemption. See "The Offer -- Procedures for
Accepting the Offer and Tendering Shares -- Other Requirements." Backup
withholding is not an additional tax. Amounts so withheld can be refunded or
credited against the federal income tax liability of a Non-United States holder,
provided appropriate information is forwarded to the IRS. To avoid backup
withholding, a tendering Non-United States holder should complete a Form W-8BEN
or appropriate substitute forms, which may be obtained from SunTrust Bank.
Merger
The receipt by a United States holder or Non-United States holder of cash
pursuant to the merger would generally result in federal income tax consequences
similar to those described in the relevant portion of the above summary.
Shareholders that receive cash pursuant to the merger are urged to consult their
own tax advisors.
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PRICE RANGE OF SHARES; DIVIDENDS
Shares of Duck Head common stock are listed on the American Stock Exchange
under the symbol "DHA." The following table sets forth, for the periods
indicated, the high and low sales prices per share for the periods indicated.
Share prices are as reported on the American Stock Exchange based on published
financial sources for each of the calendar quarters below. Duck Head's fiscal
year ends on the Saturday closest to June 30 of each year.
COMMON STOCK
--------------
HIGH LOW
----- -----
2000:
June 30, 2000............................................... $3.00 $2.25
Third Calendar Quarter...................................... $2.25 $0.94
Fourth Calendar Quarter..................................... $3.63 $1.00
2001:
First Calendar Quarter...................................... $2.80 $1.25
Second Calendar Quarter..................................... $4.61 $1.72
Third Calendar Quarter (through July 10, 2001).............. $4.56 $4.47
On June 26, 2001, the last full trading day before the public announcement
of execution of the merger agreement, the last sale price per share on the
American Stock Exchange was $2.65. On July 10, 2001, the last full day of
trading before the commencement of the offer, the last sale price per share on
the American Stock Exchange was $4.50. We urge you to obtain a current market
price for the shares. As of June 30, 2001, there were approximately 1,660
holders of record of shares and 2,866,638 outstanding shares.
We have been advised by Duck Head that it has not declared or paid any
dividend since its spin-off from Delta Woodside Industries, Inc. on June 30,
2000 and does not anticipate that it will pay any dividends in the foreseeable
future. In addition, pursuant to the merger agreement, Duck Head has agreed not
to declare, set aside or pay any dividends or other distribution with respect to
the shares.
INFORMATION CONCERNING DUCK HEAD
General. Duck Head is a Georgia corporation with its principal offices
located at 1020 Barrow Industrial Parkway, Winder, Georgia 30680. Duck Head's
telephone number is (770) 867-3111. Duck Head was incorporated in Georgia in
1999.
Duck Head designs, sources, produces, markets and distributes boys' and
men's value-oriented casual sportswear predominantly under the 134-year-old
nationally recognized "Duck Head(R)" label. Duck Head's collections are centered
around its core khaki trouser. Duck Head sells its apparel primarily in the
Southeastern and Southwestern United States to national and regional department
store chains and large specialty apparel retailers. In addition, Duck Head
operates 25 retail apparel outlet stores that sell primarily closeout and
irregular "Duck Head" products. Duck Head also licenses the use of the "Duck
Head" trademark for the manufacture and sale of certain apparel items and
accessories. Duck Head has operations in nine states and Costa Rica, and at July
1, 2001, had approximately 550 employees.
Financial Projections. We have been advised that Duck Head does not, as a
matter of course, make public any forecasts as to its future financial
performance. However, in connection with our review of the transactions
contemplated by the merger agreement, KSA CA provided us with a confidential
informational memorandum that included projected financial information prepared
by Duck Head in February 2001. We have not been provided modified or updated
projections from Duck Head prepared after February 2001; however, Duck Head has
included certain updated projected financial information for fiscal year 2002 in
its Solicitation/Recommendation Statement on Schedule 14D-9 dated July 11, 2001.
Neither we nor Duck Head intend to update or otherwise revise the projections to
reflect circumstances existing after the date when made or to reflect the
occurrence of future events even in the event that any or all of the assumptions
underlying the projections are shown to be in error.
It is our understanding that the projections were not prepared with a view
to public disclosure or compliance with published guidelines of the SEC or the
guidelines established by the American Institute of Certified Public Accountants
regarding projections or forecasts. These projections are included herein only
because such information was provided to us in connection with our evaluation of
an acquisition of Duck Head.
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These projections are subject to various risks and uncertainties that could
cause actual results to differ materially from the projections. Duck Head has
advised us that its internal financial forecasts (upon which the projections
provided to us were based in part) are, in general, prepared solely for internal
use and capital budgeting and other management decisions and are subjective in
many respects and thus susceptible to interpretations and periodic revision
based on actual experience and business developments. The projections also
reflect numerous assumptions (many of which were not provided to us), all made
by management of Duck Head, with respect to industry performance, general
business, economic, market and financial conditions, status of Duck Head as a
stand-alone operating entity and other matters, all of which are difficult to
predict, many of which are beyond Duck Head's control, and none of which were
subject to approval by us. There can be no assurance that the assumptions made
in preparing the projections will prove accurate. It is expected that there will
be differences between actual and projected results, and actual results may be
materially greater or less than those contained in the projections.
This projected financial information included Duck Head's projections of
total revenues, gross profit, earnings before interest, taxes, depreciation and
amortization ("EBITDA") and net income for the fiscal years for 2002 and 2003.
For fiscal year 2002, in the confidential information memorandum, Duck Head
projected total revenue of $51.4 million, gross profit of $18.9 million, EBITDA
of $6.1 million and net income of $3.2 million. In its Schedule 14D-9, subject
to the qualifications, limitations and assumptions contained therein, for fiscal
year 2002, Duck Head projected sales in the range of approximately $47.1 million
to approximately $52.3 million, gross profit in the range of approximately $16.1
million to approximately $18.3 million, EBITDA in the range of approximately
$3.6 million to approximately $5.4 million and net income in the range from
approximately $0.5 million to approximately $2.7 million. For fiscal year 2003,
in the confidential information memorandum, Duck Head projected total revenue of
$56.6 million, gross profit of $20.9 million, EBITDA of $7.4 million and net
income of $3.9 million. These projections should be read together with the
financial statements of Duck Head that can be obtained from the SEC as described
above and the information contained in Duck Head's Schedule 14D-9.
Neither we nor Duck Head nor any of our respective affiliates or
representatives has made or makes any representation to any person regarding the
ultimate performance of Duck Head compared to the information contained in the
projections. We acknowledge that the Private Securities Litigation Reform Act of
1995 does not apply to the information set forth in this Offer to Purchase,
including the projections set forth in this section.
Where You Can Find More Information. Duck Head's common stock is
registered under the Exchange Act. Accordingly, Duck Head is subject to the
informational reporting requirements of the Exchange Act and is required to file
periodic reports, proxy statements and other information with the SEC relating
to its business, financial condition and other matters. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the SEC's regional offices located at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Information regarding the
public reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. Duck Head's filings are also available to the public on the
SEC's Internet site (http://www.sec.gov). Copies of such materials may also be
obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
Except as otherwise stated in this Offer to Purchase, the information
concerning Duck Head contained herein has been taken from or is based upon
reports and other documents on file with the SEC or otherwise publicly
available. Although we do not have any knowledge that would indicate that any
statements contained herein based upon such reports and documents are untrue, we
do not take any responsibility for the accuracy or completeness of the
information contained in such reports and other documents or for any failure by
Duck Head to disclose events that may have occurred and may affect the
significance or accuracy of any such information but that are unknown to us.
INFORMATION CONCERNING TROPICAL SPORTSWEAR AND HB ACQUISITION
General. We are a Florida corporation formed in January 1997. Our
executive offices are located at 4902 West Waters Avenue, Tampa, Florida
33634-1302, and our telephone number is 813-249-4900. We produce high quality
casual and dress men's and women's apparel and provide major apparel retailers
with comprehensive brand management programs. Our programs currently feature
pants, shorts, shirts, coats, and denim jeans for men and pants and skirts for
women. These products are marketed under our owned national brands such as
Savane(R) and Farah(R), licensed brand
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names including Bill Blass(R), John Henry(R), Van Heusen(R), and Victorinox(R)
and our owned private brands including Bay to Bay(R), Original Khaki Co.(R),
Authentic Chino Casuals(R), Flyers(TM) and Two Pepper(R). We distinguish
ourselves by focusing on the apparel retailer's return on investment. We also
provide the retailer with customer, product and market analysis, apparel design,
merchandising, and inventory forecasting. We market our apparel through all
major retail distribution channels, including department and specialty stores,
national chains, catalog retailers, discount and mass merchants and wholesale
clubs. Our mission is to profitably deliver apparel products faster, better and
cheaper than anyone in the world.
HB Acquisition is a Georgia corporation formed in June 2001 with principal
offices located at 4902 West Waters Avenue, Tampa, Florida 33634-1302, c/o
Tropical Sportswear Int'l Corporation. The telephone number of HB Acquisition is
813-249-4900. HB Acquisition is our wholly owned subsidiary. HB Acquisition has
not carried on any activities other than in connection with the merger
agreement.
The name, citizenship, business address, business phone number, principal
occupation or employment and five-year employment history for each of our
directors and executive officers and the directors and executive officers of HB
Acquisition and certain other information are set forth in Schedule I.
Except as described in this Offer to Purchase, to the best of our
knowledge, none of the persons listed in Schedule I has, during the past five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.
Except as described in this Offer to Purchase, (1) neither we nor HB
Acquisition nor, to the best of our knowledge, any of the persons listed in
Schedule I to this Offer to Purchase or any associate or majority-owned
subsidiary thereof beneficially owns or has any right to acquire, directly or
indirectly, any Duck Head shares and (2) neither we nor HB Acquisition nor, to
the best of our knowledge, any of the persons or entities referred to above nor
any director, executive officer or subsidiary of any of the foregoing has
effected any transaction in Duck Head shares during the past 60 days.
Except as provided in the merger agreement or as otherwise described in
this Offer to Purchase, neither we nor HB Acquisition nor, to the best of our
knowledge, any of the persons listed in Schedule I to this Offer to Purchase,
has any contract, arrangement, understanding or relationship with any other
person with respect to any securities of Duck Head, including, but not limited
to, any contract, arrangement, understanding or relationship concerning the
transfer or voting of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against
loss, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Except as set forth in this Offer to Purchase, neither we nor HB
Acquisition nor, to the best of our knowledge, any of the persons listed on
Schedule I hereto, has had any business relationship or transaction with Duck
Head or any of its executive officers, directors or affiliates that is required
to be reported under the rules and regulations of the SEC applicable to the
offer. Except as set forth in this Offer to Purchase, there have been no
contracts, negotiations or transactions between us or any of our subsidiaries
or, to the best of our knowledge, any of the persons listed in Schedule I to
this Offer to Purchase, on the one hand, and Duck Head or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.
Where You Can Find More Information. We are also subject to the
informational reporting requirements of the Exchange Act and are required to
file periodic reports, proxy statements and other information with the SEC
relating to our business, financial condition and other matters. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the SEC's regional offices located at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Information regarding the
public reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. Our filings are also available to the public on the SEC's
Internet site (http://www.sec.gov). Copies of such materials may also be
obtained by mail from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
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SOURCE AND AMOUNT OF FUNDS
We expect to require up to approximately $15.5 million to consummate the
offer and the merger and approximately $900,000 to pay related fees and
expenses. The offer and the merger are not conditioned on our obtaining
financing. We currently expect to obtain such funds from existing cash and cash
equivalents and through our existing revolving credit facility, which currently
provides for aggregate borrowings of up to $110 million, subject to certain
borrowing base limitations. Borrowings under our credit facility bear interest
at variable rates and are secured by substantially all of our domestic assets.
This credit facility matures in June 2003.
PRIOR RELATIONSHIPS
During the fiscal year ended September 1999, we purchased approximately
$6.3 million of piece goods from Delta Mills, Inc., which prior to Duck Head's
spin-off from Delta Woodside Industries, Inc. on June 30, 2000, was an affiliate
of Duck Head. During the fiscal year ended September 2000, we purchased
approximately $1.7 million of piece goods from Delta Mills. A majority of the
members of Duck Head's board of directors are also members of the board of
directors of Delta Woodside, Delta Mills' sole shareholder. Delta Woodside's
President and Chief Executive Officer, William F. Garrett, is a director of Duck
Head. We understand that a substantial number of Duck Head shareholders are also
shareholders of Delta Woodside.
BACKGROUND OF THE OFFER
During the week of January 9, 2001, a representative of KSA CA, Duck Head's
financial advisor, contacted William W. Compton, our Chairman and Chief
Executive Officer, expressing a general interest in a possible business
combination between us and Duck Head.
On February 3, 2001, Mr. Compton contacted William V. Roberti, Chairman,
Chief Executive Officer and President of Duck Head, by phone about a potential
transaction whereby we would acquire Duck Head. Mr. Compton and Mr. Roberti
agreed to meet the week of February 12th in Las Vegas at the M.A.G.I.C. trade
show.
Mr. Compton and Mr. Roberti met at M.A.G.I.C. on February 13, 2001 and
discussed further our potential interest in acquiring Duck Head.
On March 1, 2001, Mr. Roberti and a representative of KSA CA called Mr.
Compton, to assess our interest in acquiring Duck Head.
On March 16, we entered into a confidentiality agreement with KSA CA, on
behalf of Duck Head. In addition to traditional terms, the confidentiality
agreement provides that we would not acquire any securities of Duck Head,
initiate any form of business combination or other acquisition transaction
involving Duck Head or solicit the employment of certain Duck Head employees
without the consent of Duck Head for a period of one year from the date of the
agreement.
Following the execution of the confidentiality agreement, on March 16,
2001, KSA CA, on behalf of Duck Head, sent us a confidential informational
memorandum describing Duck Head's business, assets, personnel, historical and
forecast results of operations, financial condition and other information
pertaining to Duck Head.
Between March 16 and April 26, Mr. Compton and Mr. Roberti continued
general discussions of a potential business combination between us and Duck
Head.
On April 26, Michael Kagan, our Executive Vice President and Chief
Financial Officer, Todd Bement, our Director of Business Analysis, and Cory
Pugh, our Director of Organizational Development, met with K. Scott Grassmyer,
Senior Vice President, Chief Financial Officer, Secretary and Treasurer of Duck
Head, Mr. Roberti and a representative of KSA CA, at Duck Head's headquarters in
Winder, Georgia to continue our due diligence investigation of Duck Head. In
connection with this meeting, our representatives were provided various
business, legal and financial information and documentation relating to Duck
Head.
On April 27, Messrs. Compton, Kagan, Pugh and Bement, and Gregory L.
Williams, our Executive Vice President and General Counsel, met with members of
Duck Head's management, including Mr. Roberti, Mr. Grassmyer and Michael H.
Prendergast, Senior Vice President of Sales, and representatives of KSA CA, to
continue our due diligence investigation. At this meeting, the representatives
of Duck Head presented a review of Duck Head including information
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about accounting and financial matters, information technology matters, product
and distribution capabilities and strategies and customer relationships.
On April 30, Mr. Compton confirmed in a telephone conversation with a
representative of KSA CA our continuing interest in pursuing an acquisition of
Duck Head.
On May 2, N. Larry McPherson, our Executive Vice President -- Finance and
Treasurer, and Radhames Fernandez, our Senior Vice President -- 807 Sourcing,
inspected Duck Head's production facilities in San Jose, Costa Rica and met with
the management of the facilities and discussed the operations of the facilities.
During the period of May 8 through May 28, discussions continued between
Messrs. Compton, Kagan and Williams and representatives of Duck Head regarding
the status of our interest in acquiring Duck Head.
On May 30, Messrs. Compton, Kagan, Williams, Pugh and Bement, together with
a representative of A2 Partners, LLC, our financial advisor, met at Duck Head's
headquarters with Messrs. Roberti, Grassmyer and Prendergast and representatives
of KSA CA to continue our due diligence investigation. At this meeting, we
provided Duck Head with a request for financial information necessary for us to
confirm our interest in making an offer to acquire Duck Head. The parties also
discussed the general structure and terms of a possible transaction. George M.
Hanley, Duck Head's retail consultant, was also present at the meeting.
On June 1, representatives of A2 Partners and KSA CA met to discuss our
interest in the acquisition of Duck Head and the general structure and terms of
a possible transaction.
On June 4 and June 5, Mr. Compton and Mr. Roberti both attended a
conference sponsored by an apparel industry trade publication. On June 4, Mr.
Roberti and Mr. Compton met in Tampa, Florida and traveled together to the
conference. Among other unrelated matters, Mr. Roberti and Mr. Compton discussed
a possible offer by us to acquire Duck Head, including the terms and conditions
of the proposed acquisition. Mr. Roberti indicated that he would review our
preliminary indication of interest with the investment bank oversight committee
of Duck Head's board of directors.
On June 15, Messrs. Compton, Kagan, Pugh and Bement, together with a
representative of A2 Partners, met with Mr. Roberti of Duck Head, and
representatives of KSA CA at our headquarters in Tampa, Florida to discuss terms
and conditions of a possible offer by us to acquire Duck Head. After discussing
certain due diligence issues and alternative transaction structures, Mr. Compton
proposed a transaction whereby we would acquire all of the outstanding common
stock of Duck Head pursuant to a cash tender offer and subsequent merger at
$4.75 per share. Mr. Roberti asked that we confirm our proposal in writing to
Duck Head for submission to Duck Head's board.
Our board of directors held a special telephonic meeting on June 20, to
discuss the contemplated proposal to acquire Duck Head. Messrs. Compton, Kagan
and Williams presented the rationale for the proposed acquisition. Also
participating in the meeting were representatives of Alston & Bird LLP, our
legal counsel, and A2 Partners. Our board authorized management to negotiate and
submit a merger agreement to acquire all of the outstanding common stock of Duck
Head for a cash purchase price of $4.75 per share, subject to satisfactory
completion of our due diligence investigation, approval of the lenders under our
revolving credit facility, execution by the directors of Duck Head of tender and
option agreements and other customary terms and conditions. On June 20, Alston &
Bird, on our behalf, submitted to Duck Head a proposed merger agreement.
On June 21, Alston & Bird, on our behalf, provided to Wyche, Burgess,
Freeman & Parham, P.A., Duck Head's legal counsel, on behalf of the directors of
Duck Head a draft form of tender and option agreement. The tender and option
agreements generally provide that each director would tender all of his shares
in the offer, vote his shares in favor of the merger with us and against any
competing proposal, grant us and Messrs. Compton and Kagan a proxy to vote his
shares in favor of the merger and against any competing proposal, not transfer
his shares without our consent and grant us an option to acquire his shares at
$4.75 per share.
From June 22 through June 26, Mr. Kagan and certain other of our
representatives participated in several telephone conversations with Mr. Roberti
and representatives of Duck Head relating to various terms and conditions of the
proposed merger agreement and transaction.
On June 22, representatives of A2 Partners and KSA CA had a telephone
conference to discuss the terms and conditions set forth in the proposed merger
agreement.
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On June 24, Duck Head's legal counsel provided to us and Alston & Bird
revised drafts of the merger agreement and the tender and option agreement that
reflected the comments of Duck Head.
On June 25 and June 26, representatives of Alston & Bird and A2 Partners
had telephone discussions with Mr. Roberti, Mr. Grassmyer and representatives of
Duck Head's counsel and KSA CA to resolve the remaining open issues concerning
the proposed merger agreement, including conditions to the closing of the offer,
provisions relating to the termination of the merger agreement and the instances
in which Duck Head would be required to pay us termination fees or transaction
expenses.
As of June 26, we and Duck Head executed the definitive merger agreement.
Also, as of June 26, 2001, we and each of the directors of Duck Head executed
the tender and option agreements.
On June 27, prior to the opening of the American Stock Exchange, we and
Duck Head issued a joint press release regarding the offer and the merger, which
is filed as an exhibit to our Schedule TO dated June 27, 2001.
PURPOSE AND STRUCTURE OF THE OFFER
The purpose of the offer is to acquire control of Duck Head. The purpose of
the merger is to acquire all outstanding shares of Duck Head common stock not
tendered and purchased pursuant to the offer. If the offer is successful, we
intend to consummate the merger as soon as practicable. In connection with the
merger, shares of Duck Head common stock will be canceled in exchange for the
offer price (subject to applicable appraisal rights under Georgia law) and, as a
result, such shares will be delisted from the American Stock Exchange.
Depending upon the number of shares purchased by us pursuant to the offer
or otherwise, Duck Head's board may be required to submit the merger agreement
to Duck Head's shareholders for approval at a shareholders' meeting convened for
that purpose in accordance with Georgia law. If shareholder approval is
required, the merger agreement must be approved by a majority of the outstanding
shares at a meeting at which a quorum is present.
If the Minimum Condition is satisfied, we will have sufficient voting power
to approve the merger agreement at the shareholders' meeting without the
affirmative vote of any other shareholder. If we acquire at least 90% of the
then-outstanding shares pursuant to the offer or otherwise, the merger may be
consummated without a shareholder meeting and without the approval of Duck
Head's shareholders pursuant to Section 14-2-1104 of the Georgia Business
Corporation Code.
Under Georgia law, holders of shares do not have appraisal rights in the
offer but will have appraisal rights in the merger.
PLANS FOR DUCK HEAD
Pursuant to the terms of the merger agreement, we currently intend,
promptly after consummation of the offer, to exercise our right under the merger
agreement to designate a number of directors for election or nomination to Duck
Head's board of directors in proportion to our share ownership. We also
currently intend, as soon as practicable after consummation of the offer, to
consummate the merger.
After consummation of the offer and the merger, we expect to integrate the
Duck Head brand into our operations. We intend to continue Duck Head's pending
efforts to sell its headquarters and distribution center in Winder, Georgia.
Upon consummation of the offer, we expect to cease all of Duck Head's operations
of the Winder facility. We expect to integrate selected management and operating
personnel of Duck Head into our existing operations and terminate the employment
of all other Duck Head personnel at Winder. In addition, we expect to analyze
Duck Head's production capacity in Costa Rica and determine whether to maintain
such capacity or consolidate its activities into our existing network of
contract manufacturers. We also expect to analyze each of Duck Head's retail
stores and determine whether to maintain or close each store on a case-by-case
basis. In addition, we expect to enter into an employment agreement with William
V. Roberti on mutually acceptable terms pursuant to which Mr. Roberti will
become one of our senior executive officers. We are considering the employment
of K. Scott Grassmyer (Duck Head's Senior Vice President, Chief Financial
Officer, Secretary and Treasurer) and/or Michael H. Prendergast (Duck Head's
Senior Vice President of Sales) in various capacities after consummation of the
offer.
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THE MERGER AGREEMENT
The following is a summary of the material provisions of the merger
agreement, a copy of which is filed as an exhibit to the Tender Offer Statement
on Schedule TO filed by us under the Exchange Act. The summary is qualified in
its entirety by reference to the complete text of the merger agreement.
The Offer
The merger agreement provides for commencement of the offer within 10
business days after the public announcement of the execution of the merger
agreement. Our obligation to accept for payment shares tendered in the offer is
subject to the satisfaction or waiver of the Minimum Condition and other
conditions that are described in "The Offer -- Conditions to the Offer." We may
generally waive any condition to the offer or change any of the terms or
conditions of the offer. However, without Duck Head's prior written consent, we
may not change or waive the Minimum Condition, change the form of consideration
to be paid, decrease the price per share or the number of shares sought in the
offer, extend the offer (except as described under "The Offer -- Terms of the
Offer") or modify, in any manner adverse to the holders of shares, or impose
conditions to the offer in addition to those set forth in "The
Offer -- Conditions to the Offer."
Board Representation
The merger agreement provides that upon the acceptance for payment pursuant
to the offer of a number of shares that satisfies the minimum condition, we will
be entitled to designate up to the number of directors, rounded up to the next
whole number, on Duck Head's board as will give us representation proportionate
to the percentage of the total number of outstanding shares that we beneficially
own. To this end, Duck Head will take all necessary action to cause our
designees to be elected or appointed to Duck Head's board, including increasing
the number of directors or securing resignations of some of its incumbent
directors. At such time, Duck Head will also, upon our request, use its best
efforts to cause our designees to have the same percentage representation on
each committee of Duck Head's board and each board of directors of each
subsidiary of Duck Head (and each committee thereof).
If our designees are elected or appointed to Duck Head's board, Duck Head's
board must continue to include at least two members who were directors as of the
date of the merger agreement and are not employees of Duck Head, until the
effective time of the merger. Following the election or appointment of our
designees to Duck Head's board, the approval of a majority of the directors of
Duck Head then in office who are not our designees or employees of Duck Head
will be required to authorize any consent required by Duck Head for termination
of the merger agreement by the mutual consent of the parties, any amendment of
the merger agreement requiring action by Duck Head's board, certain consents of
Duck Head required by the merger agreement, any extension of time for
performance of any obligation of us or HB Acquisition under, or waiver of
compliance with or amendment of, the merger agreement by Duck Head and any
amendment of the articles of incorporation or bylaws of Duck Head.
The Merger
The merger agreement provides that after the satisfaction or waiver of each
of the conditions to the merger, HB Acquisition will be merged into Duck Head
with Duck Head becoming our wholly owned subsidiary. If after consummation of
the offer, we directly or indirectly own at least 90% of the outstanding shares,
then the merger will be consummated without a meeting of Duck Head's
shareholders in accordance with Section 14-2-1104 of the Georgia Business
Corporation Code. If the offer has been consummated but we do not directly or
indirectly own at least 90% of the outstanding shares, Duck Head will hold a
special shareholders meeting for the purpose of voting upon the approval of the
merger agreement. At any such special meeting, all shares then beneficially
owned by us will be voted in favor of approval of the merger agreement.
Pursuant to the merger agreement, each share outstanding immediately prior
to the effective time of the merger (other than shares that are held by
shareholders, if any, who properly perfect their appraisal rights) will be
converted in the merger into the right to receive the offer price. Shareholders
who perfect their appraisal rights will be entitled to receive from Duck Head,
as the surviving corporation in the merger, the value of their shares in cash as
determined pursuant to Sections 14-2-1301 through 14-2-1332 of the Georgia
Business Corporation Code. See "The Offer -- Appraisal Rights."
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Treatment of Stock Options
In the merger, each option to purchase shares held by any current or former
employee or director (including incentive stock awards), whether or not
exercisable, will be cancelled, and, at the effective time of the merger, we
will pay each holder of any option with a per share exercise price of less than
the offer price an amount equal to the difference between the offer price and
the per share exercise price, minus any applicable withholding tax. To the
extent the per share exercise price of a stock option equals or exceeds the
offer price, at the effective time of the merger such stock option will be
cancelled, and the holder of such stock option will not be entitled to receive
any consideration. All of Duck Head's option plans will be terminated as of the
effective time of the merger.
Representations and Warranties
Duck Head has made customary representations and warranties to us in the
merger agreement, including representations relating to the following:
- corporate organization, existence, power and authority;
- non-contravention and non-breach as a result of the merger agreement;
- governmental authorizations;
- capitalization;
- subsidiaries;
- SEC filings and financial statements;
- absence of undisclosed liabilities;
- absence of adverse changes;
- taxes;
- title to and condition of assets;
- intellectual property;
- environmental matters;
- compliance with laws;
- labor relations and employee benefits;
- material contracts;
- litigation;
- reports filed with regulatory authorities;
- tender offer and proxy disclosure documents;
- anti-takeover statutes;
- charter provisions;
- inapplicability of shareholder rights agreement;
- receipt of opinion of financial advisor;
- board recommendation;
- privacy of customer information; and
- tender and option agreements.
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Pursuant to the merger agreement, we have also made customary
representations and warranties to Duck Head, including representations relating
to the following:
- corporate organization, existence, power and authority;
- non-contravention and non-breach as a result of the merger agreement;
- government authorizations;
- SEC filings;
- tender offer and proxy disclosure documents; and
- corporate organization, existence, power and authority of HB Acquisition.
Conduct of Duck Head's Business
Prior to the earliest of the election or appointment to the board of
directors of Duck Head of our designees, the effective time of the merger or the
termination of the merger agreement, unless we consent in writing otherwise,
Duck Head and its subsidiaries must operate their businesses in the usual,
regular and ordinary course, preserve intact their business organizations and
assets and maintain their rights and franchises and not take any action which
would adversely affect the ability of any party to obtain any consents required
for the transactions contemplated by the merger agreement without the imposition
of a condition or restriction of the type which in the reasonable judgment of
our board would have caused us not to enter into the merger agreement had we
known it, or adversely affect the ability of any party to perform its covenants
and agreements under the merger agreement. In addition, unless we consent in
writing otherwise, Duck Head has agreed not to take and to cause its
subsidiaries not to take any of the following additional actions during the same
period:
- amend its organizational documents;
- incur additional indebtedness;
- permit its assets to become subject to any encumbrance;
- redeem or repurchase its capital stock;
- declare or pay dividends;
- issue, sell, pledge, encumber or authorize the issuance of, or agree to
issue, sell, pledge or encumber, additional shares of capital stock or
rights to acquire capital stock or stock appreciation rights or amend the
terms of any existing equity securities, except pursuant to the exercise
of stock options under Duck Head's stock option plans;
- make changes in its capital structure;
- sell, lease, mortgage, dispose of or encumber any of Duck Head's assets
other than in the ordinary course of business for reasonable
consideration;
- make material acquisitions or dispositions;
- increase compensation or benefits, pay severance or termination pay or
bonuses or accelerate or amend any stock options or restricted stock;
- adopt, amend or terminate any employee benefit or compensation plans or
enter into or amend any employment contract between Duck Head or any of
its subsidiaries and any person;
- change significantly any of its tax or accounting methods or systems;
- commence any litigation or settle any litigation for material money
damages or restrictions upon the operations of such person; or
- enter into, amend, terminate or waive any material rights or claims under
any material contracts.
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Duck Head's Board Recommendation
Duck Head's board has unanimously approved the merger agreement and
unanimously agreed to recommend that its shareholders tender their shares in our
offer and, if required, vote to adopt and approve the merger. However, in order
to comply with its fiduciary duties to shareholders under applicable Georgia
law, Duck Head's board may, after July 26, 2001 (or earlier if we have waived
the due diligence condition to our performance), in limited circumstances,
withdraw or change this recommendation, and approve or recommend a proposal by a
third party to acquire Duck Head. In order to do so, first, the proposal to
acquire Duck Head must be a "Superior Proposal," which means that:
- the proposal must involve the acquisition of the entire equity interest
in, or all or substantially all of the assets and liabilities of, Duck
Head and its subsidiaries;
- Duck Head's board must determine in good faith that the proposal, if
accepted, is reasonably likely to be consummated on a timely basis,
taking into account all legal, financial, regulatory and other aspects of
the proposal and the person or group making the proposal;
- Duck Head's board must determine in good faith, after consultation with
its financial advisors, that the proposal would result in a transaction
more favorable to Duck Head's shareholders than the offer and the merger;
and
- the person or group making the proposal is, in the good faith judgment of
Duck Head's board, after consultation with its financial advisors,
reasonably able to finance the transaction contemplated by the proposal.
Second, Duck Head must have complied with the terms of the "No
Solicitation" covenant described below. Third, Duck Head must provide us with
notice of such proposal within two business days of its receipt by Duck Head.
Fourth, Duck Head must give us two business days to make adjustments to the
terms and conditions of our offer. Fifth, Duck Head must provide us with at
least two business days prior written notice of a meeting at which Duck Head's
board is reasonably expected to recommend such a proposal to its shareholders.
Sixth, Duck Head's board must conclude in good faith, after consultation with
its outside legal counsel, that the failure to take such action would result in
a breach of its fiduciary duties to Duck Head's shareholders under Georgia law.
Solicitation Prohibitions
In the merger agreement, Duck Head agreed to immediately cease any and all
existing activities, discussions or negotiations with any and all parties
conducted prior to June 26, 2001 with respect to any "Acquisition Proposal"
(other than the selling efforts with respect to Duck Head's Winder, Georgia
facility), which means any offer or proposal by a third party to acquire 5% or
more of the outstanding securities or assets of Duck Head, whether by
acquisition, purchase, merger, consolidation, business combination, or similar
transaction involving Duck Head or any of its subsidiaries, the assets of which
are 10% or more of the consolidated assets of Duck Head.
As a general rule, Duck Head agreed that neither Duck Head nor any of its
subsidiaries will (and that Duck Head would cause its officers, directors,
affiliates and any investment banker, financial advisor, attorney, accountant,
consultant or other representative or agent retained by Duck Head, not to) take
any of the following actions:
- solicit, initiate, encourage or induce the making, submission or
announcement of any Acquisition Proposal;
- participate in any discussions or negotiations regarding, or furnish to
any person or group any non-public information with respect to, or take
any other action to facilitate any inquiries or the making of any
proposal that constitutes or may reasonably be expected to lead to, any
Acquisition Proposal;
- approve, endorse or recommend any Acquisition Proposal; or
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- enter into any letter of intent, agreement in principle, acquisition
agreement or other similar agreement relating to any Acquisition
Proposal.
However, in order for Duck Head's board to comply with its fiduciary duties
to shareholders under applicable Georgia law, after July 26, 2001 (or earlier if
we have waived the due diligence condition to our performance) until the closing
of the offer (which will be at least a five business day period), Duck Head is
not prohibited from furnishing nonpublic information regarding Duck Head or any
of its subsidiaries to, or entering into a confidentiality agreement or
discussions or negotiations with, any person or group in response to a bona fide
unsolicited written Acquisition Proposal submitted by such person or group (and
not withdrawn) so long as:
- neither Duck Head nor any of its subsidiaries nor any representative or
affiliate of Duck Head has violated any of the non-solicitation
restrictions set forth in the merger agreement;
- Duck Head's board determines in good faith, after consultation with its
financial advisors, that such Acquisition Proposal constitutes a Superior
Proposal;
- Duck Head's board concludes in good faith, after consultation with and
the receipt of advice from its outside legal counsel, that the failure to
take such action would result in a breach of its fiduciary duties to Duck
Head's shareholders under applicable Georgia law;
- at least two business days prior to furnishing any nonpublic information
to, or entering into discussions or negotiations with, the person or
group making the Acquisition Proposal, Duck Head gives us written notice
of the identity of such person or group and of Duck Head's intention to
furnish nonpublic information to, or enter into discussions or
negotiations with, such person or group;
- Duck Head has received or receives from such person or group an executed
confidentiality agreement containing terms no less favorable to the
disclosing party than the terms of the confidentiality agreement, dated
as of March 16, 2001, between KSA CA, on behalf of Duck Head, and us; and
- contemporaneously with furnishing any nonpublic information to such
person or group, Duck Head furnishes such nonpublic information to us (to
the extent such nonpublic information has not been previously furnished
to us).
In addition, Duck Head must advise us as promptly as practicable, but no
more than one business day, after any request is received by Duck Head for any
nonpublic information which Duck Head reasonably believes could lead to an
Acquisition Proposal or after any Acquisition Proposal is received by Duck Head,
of the identity of the person or group making the request or the Acquisition
Proposal and the material terms and conditions of any such request or
Acquisition Proposal.
Director and Officer Liability
We have agreed to cause Duck Head to indemnify, upon consummation of the
merger and to the fullest extent permitted by Georgia law, Duck Head's and its
subsidiaries' present and former directors, officers, employees and agents in
respect of any liability arising from such person's service for Duck Head or any
of Duck Head's subsidiaries that occurred at or before the effective time of the
merger. In addition, we have agreed to cause Duck Head to use its reasonable
efforts to maintain in effect the current or similar directors' and officers'
liability insurance maintained by Duck Head on the date of the merger agreement
for a period of three years after the effective time of the merger with respect
to facts or circumstances that occurred before the effective time, so long as
Duck Head can maintain such insurance annually for no more than 150% of the
current annual premium. If Duck Head cannot maintain such insurance annually for
no more than 150% of the current annual premium, we will cause it to use its
reasonable efforts to maintain or obtain the most advantageous of directors' and
officers' liability insurance as can be so maintained or obtained for 150% of
the current annual premium. We have also agreed that for a period of six years
after the effective time of the merger the indemnification provisions of the
articles of incorporation and bylaws of Duck Head will be no less favorable than
the indemnification provisions contained in Duck Head's current articles and
bylaws.
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Conditions to the Merger
Consummation of the merger is subject to the following conditions:
- we will have acquired shares of Duck Head common stock pursuant to the
offer;
- if required, Duck Head's shareholders will have approved and adopted the
merger agreement;
- no court or regulatory authority of competent jurisdiction will have
taken any action (whether temporary, preliminary or permanent) that
prohibits, restricts or makes illegal consummation of the merger; and
- all consents of, filings and registrations with, and notifications to,
all regulatory authorities required for consummation of the merger will
have been obtained, and no consent will be conditioned or restricted in a
manner which, in the reasonable judgment of our board of directors would
so materially adversely affect the economic or business assumptions of
the merger that had our board known of such condition or restriction, it
would not have, in its reasonable judgment entered into the merger
agreement.
Termination
The merger agreement may be terminated and the merger may be abandoned at
any time prior to the effective time in any of the following circumstances:
- By mutual written agreement between Duck Head and us.
- If, before consummation of the offer, we or Duck Head has breached in any
material respect any of our respective representations, warranties,
covenants or other agreements contained in the merger agreement, which
breach or failure to perform is incapable of being cured or has not been
cured within 30 days following written notice to the other party.
- By either Duck Head or us if consummation of the offer or the merger
would violate or be restrained, enjoined or prohibited by any law or
regulation or if any court or regulatory authority has issued a final and
nonappealable injunction, judgment, order or decree restraining,
enjoining or prohibiting consummation of the offer or the merger.
- By either Duck Head or us if the shareholders of Duck Head fail to vote
their approval of the merger at a shareholder meeting called for such
purpose.
- By either Duck Head or us if the offer has not been consummated by
November 1, 2001, provided that the terminating party has not breached
any provision of the merger agreement which results in the failure of the
offer to be consummated on or before such date and provided that such
date shall be extended for any period of time that there is a nonfinal
order or other action restraining, enjoining or prohibiting the closing
of the offer or the consummation of the merger or the calling or holding
of a Duck Head shareholders meeting to approve the merger.
- By us on or before July 26, 2001, if we have not been satisfied in our
reasonable discretion, exercised in good faith, with the results of our
due diligence review of information concerning Duck Head and its
business.
- By us, if, before consummation of the offer any of the following
circumstances has occurred:
-- Duck Head's board has failed to reaffirm, upon our request, or resolved
not to reaffirm, its approval of the offer, the merger agreement or the
merger, to the exclusion of another Acquisition Proposal, or shall have
affirmed, recommended or authorized another Acquisition Proposal;
-- within 10 days after commencement of any tender or exchange offer other
than the offer, Duck Head's board fails to recommend against the
acceptance of such tender or exchange offer or takes no position with
respect to such offer;
-- Duck Head's board negotiates or authorizes the conduct of negotiations
with a third party regarding an Acquisition Proposal other than the
merger; or
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-- any person or group of persons (other than us) acquires beneficial
ownership of 15% or more of Duck Head's common stock in addition to any
shares owned on the date of the merger agreement or any person or group
becomes the beneficial owner of 25% or more of Duck Head's common
stock.
- By Duck Head, if, before the adoption of the merger agreement by the Duck
Head shareholders, all of the following circumstances have occurred:
-- Duck Head's board has withdrawn or modified its recommendation of the
offer in a manner adverse to us in order to accept a Superior Proposal;
-- Duck Head's board has determined, after consideration of advice of
outside legal counsel, that the failure to take such actions as set
forth in the preceding bullet point would result in a breach of its
fiduciary duties to Duck Head's shareholders under Georgia law;
-- Duck Head has negotiated with us regarding any adjustments to the offer
made in response to the Superior Proposal at least two business days
prior to such termination; and
-- prior to or simultaneously with delivery of notice of such termination,
Duck Head pays us any termination fees and expenses payable pursuant to
the merger agreement.
- By either Duck Head or us, if as a result of the failure of the
conditions to the offer, the offer will have been terminated without us
buying any shares of Duck Head common stock; for a discussion of the
conditions to the offer, see "The Offer -- Conditions to the Offer" on
page 30.
Termination Fees and Expenses
Generally, all fees and expenses incurred in connection with the offer, the
merger and the merger agreement will be paid by the party incurring such
expenses. However, Duck Head will be required to pay us a termination fee of 3%
of the total consideration that would have been paid by us or HB Acquisition to
the equity holders of Duck Head, including holders of options, if the offer and
merger were consummated, plus all of our reasonable costs and expenses, provided
that such costs and expenses do not exceed $1,000,000, under any of the
following circumstances:
- Either we or Duck Head have terminated the merger agreement and the
following events have occurred:
-- the Minimum Condition has not been satisfied and, prior to such
termination, there has been publicly announced and not withdrawn
another Acquisition Proposal; or
-- Duck Head has failed to perform and comply in all material respects
with any of its obligations, agreements or covenants required by the
merger agreement or we terminate the merger agreement because of such
failure to perform or comply; and
-- within 12 months of such termination, Duck Head either consummates an
Acquisition Proposal to acquire 50% or more of Duck Head's capital
stock or assets or enters into an agreement with respect to an
Acquisition Proposal to acquire more than 50% of Duck Head's capital
stock or assets whether or not such transaction is subsequently
consummated.
- We have terminated the merger agreement prior to consummation of the
offer because any of the following events have occurred:
-- Duck Head's board has failed to reaffirm, upon our request, or resolved
not to reaffirm its approval of the offer, the merger agreement or the
merger, to the exclusion of another Acquisition Proposal, or shall have
affirmed, recommended or authorized another Acquisition Proposal;
-- within 10 days after commencement of any tender or exchange offer other
than the offer, Duck Head's board fails to recommend against the
acceptance of such tender or exchange offer or takes no position with
respect to such offer;
-- Duck Head's board negotiates or authorizes the conduct of negotiations
with a third party regarding an Acquisition Proposal other than the
merger; or
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-- any person or group of persons (other than us) acquires beneficial
ownership of 15% or more of Duck Head's common stock in addition to any
shares owned on the date of the merger agreement or any person or group
becomes the beneficial owner of 25% or more of Duck Head's common
stock.
- Duck Head has terminated the merger agreement prior to the adoption of
the merger agreement by the Duck Head shareholders because all of the
following events have occurred:
-- Duck Head's board has withdrawn or modified its recommendation of the
offer in a manner adverse to us in order to accept a Superior Proposal;
-- Duck Head's board has determined, after consideration of advice of
outside legal counsel, that the failure to take such actions as set
forth in the preceding bullet point would result in a breach of its
fiduciary duties to Duck Head's shareholders under Georgia law;
-- Duck Head has negotiated with us regarding any adjustments to the offer
made in response to the Superior Proposal at least two business days
prior to such termination; and
-- prior to or simultaneously with delivering notice of such termination,
Duck Head pays us any termination fees and expenses payable pursuant to
the merger agreement.
- We have terminated the merger agreement prior to the consummation of the
offer, because of the existence of any of the circumstances under which
we are not required to close the offer listed in the second, third,
fifth, sixth, seventh, ninth, tenth, twelfth and thirteenth bullet points
in "The Offer -- Conditions to the Offer" below within 12 months of such
termination, Duck Head either consummates a transaction contemplated by
any Acquisition Proposal to acquire 50% or more of Duck Head's capital
stock or assets or enters into an agreement with respect to any
Acquisition Proposal to acquire more than 50% of Duck Head's capital
stock or assets whether or not such transaction is subsequently
consummated.
Separate from the payment of the termination fee and costs and expenses
discussed above, Duck Head will be required to pay us all of our reasonable
costs and expenses up to $1,000,000, if we terminate the merger agreement on or
before July 26, 2001 because we have not been satisfied in our reasonable
discretion, exercised in good faith, with the results of our due diligence
review of information concerning Duck Head and its business.
THE TENDER AND OPTION AGREEMENTS
The following is a summary of the material provisions of the tender and
option agreements, the form of which is filed as an exhibit to the Schedule TO.
This summary is qualified in its entirety by reference to the complete text of
the tender and option agreements.
In connection with the execution of the merger agreement, we entered into
tender and option agreements with each of the directors of Duck Head.
Collectively, these shareholders beneficially own a total of 1,234,891 shares of
Duck Head common stock, representing approximately 38% of the shares on a fully
diluted basis. In addition, we have been informed that Duck Head expects to
issue approximately 22,700 shares to such persons prior to the merger in
connection with previously existing compensation arrangements for their services
in fiscal 2001 and fiscal 2002. Each of these shareholders has taken the
following actions with respect to the shares beneficially owned by him:
- agreed to tender all of the shares of Duck Head common stock he
beneficially owns in the offer and not withdraw them without our prior
consent;
- granted us options to acquire his shares at $4.75 per share;
- assigned to us all dividends and distributions with respect to his shares
during the term of the tender and option agreement (we may, at our
choice, alternatively adjust the exercise price of the option described
in the preceding clause downward to reflect any such dividends or
distributions);
- agreed to vote his shares in favor of the merger, the merger agreement
and the transactions contemplated therein and against competing
transactions or actions of Duck Head that would impede the transactions
contemplated in the merger agreement;
- agreed to exercise his options immediately upon our request;
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- agreed not to transfer his shares or grant any third party a proxy except
pursuant to the tender and option agreement; and
- granted us and certain of our officers irrevocable proxies to vote his
shares in favor of the merger, the merger agreement and the transactions
contemplated therein and against any competing transactions.
In certain circumstances, the option described in the second bullet point
above will survive termination of the offer or the merger agreement for 90 days.
The tender and option agreement generally will terminate upon either the
effectiveness of the merger or the prior termination of the merger agreement. In
certain circumstances, however, certain of the provisions of the tender and
option agreements will survive termination of the tender and option agreement
for 270 days.
APPRAISAL RIGHTS
No appraisal rights are available in connection with the offer. However, if
the merger is consummated, shareholders will have certain rights under Article
13 of the Georgia Business Corporation Code to dissent and demand appraisal of,
and to receive payment in cash of the fair value of, their shares. Such rights
to dissent, if the statutory procedures are met, could lead to a judicial
determination of the fair value of the shares, as of the day prior to the date
on which the shareholders' vote was taken approving the merger or similar
business combination (excluding any element of value arising from the
accomplishment or expectation of the merger), required to be paid in cash to
such dissenting holders for their shares. In addition, such dissenting
shareholders would be entitled to receive payment of a fair rate of interest
from the date of consummation of the merger on the amount determined to be the
fair value of their shares. In determining the fair value of the shares, the
court is required to take into account all relevant factors. Accordingly, such
determination could be based upon considerations other than, or in addition to,
the offer price and the market value of the shares, including, among other
things, asset values and earning capacity. Therefore, the value so determined in
any appraisal proceeding could be the same as, or more or less than, the offer
price or the merger consideration.
EFFECTS OF THE OFFER
Market for the Shares. Our purchase of shares pursuant to the offer will
reduce the number of holders of shares of Duck Head common stock and the number
of shares that might otherwise trade publicly, which could adversely affect the
liquidity and market value of the remaining shares held by shareholders other
than us. We cannot predict whether the reduction in the number of shares that
might otherwise trade publicly would have an adverse or beneficial effect on the
market price for, or marketability of, the shares or whether such reduction
would cause future market prices to be greater or less than the offer price.
Stock Listing. Shares of Duck Head common stock are listed for trading on
the American Stock Exchange. Depending upon the number of shares purchased
pursuant to the offer, Duck Head shares may no longer meet the requirements for
continued listing on the American Stock Exchange. According to the American
Stock Exchange's published guidelines, the American Stock Exchange would
consider delisting Duck Head shares if, among other things:
- the number of publicly held shares falls below 200,000;
- the total number of public shareholders is less than 300;
- the aggregate market value of shares publicly held is less than
$1,000,000; or
- the total shareholders' equity was less than $2,000,000 if Duck Head had
losses in two of the most recent three years or $4,000,000 if it had
losses in three of the most recent four years.
Shares held by officers or directors of Duck Head or their immediate
families, or by any beneficial owner of 10% or more of the shares, ordinarily
will not be considered as being publicly held for the purpose of satisfying
these requirements. If, as a result of the purchase of shares pursuant to the
offer or otherwise, the shares no longer meet the requirements of the American
Stock Exchange for continued listing and the shares are no longer listed, the
market for shares could be adversely affected. If the American Stock Exchange
were to delist the Duck Head common stock, it is possible that they would
continue to trade on other securities exchanges or in the over-the-counter
market and that price quotations would be reported by such exchanges or market.
The extent of the public market for the Duck Head common stock and the
availability of such quotations would, however, depend upon the number of
holders of the Duck Head common stock remaining at such time, the interests in
maintaining a market in the Duck Head common stock on the part
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of the securities firms, the possible termination of registration of the Duck
Head common stock under the Exchange Act, as described below, and other factors.
Margin Regulations. The shares are currently "margin securities" under the
Regulations of the Board of Governors of the Federal Reserve System, which has
the effect, among other things, of allowing brokers to extend credit to purchase
other margin securities on the collateral of the shares. Depending upon factors
similar to those described above regarding the market for the shares and stock
quotations, it is possible that, following the offer, the shares would no longer
constitute "margin securities" for the purposes of the margin regulations of the
Federal Reserve Board and therefore could no longer be used as collateral for
loans made by brokers.
Exchange Act Registration. The shares are currently registered under the
Exchange Act. Such registration may be terminated upon application of Duck Head
to the SEC if the shares are neither listed on a national securities exchange
nor held by 300 or more holders of record. Termination of registration of the
shares under the Exchange Act would substantially reduce the information
required to be furnished by Duck Head to its shareholders and to the SEC and
would make certain provisions of the Exchange Act no longer applicable to Duck
Head, such as the short-swing profit recovery provisions of Section 16(b) of the
Exchange Act, the requirement of furnishing a proxy statement pursuant to
Section 14(a) of the Exchange Act in connection with shareholders' meetings and
the related requirement of furnishing an annual report to shareholders and the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions. Furthermore, the ability of "affiliates" of Duck Head and
persons holding "restricted securities" of Duck Head to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act may be
impaired or eliminated. If registration of the shares under the Exchange Act
were terminated, the shares would no longer be "margin securities." We currently
intend to seek to cause Duck Head to terminate the registration of the shares
under the Exchange Act as soon after consummation of the offer as the
requirements for termination of registration are met.
CONDITIONS TO THE OFFER
As we discuss above under "The Offer -- Terms of the Offer," our offer is
subject to various conditions. The following is a summary of the conditions to
the offer, which are set forth in Annex I to the merger agreement. A copy of the
merger agreement is filed as an exhibit to the Tender Offer Statement on
Schedule TO filed by us under the Exchange Act. The summary is qualified in its
entirety by reference to the complete text of the merger agreement. We are not
required under the merger agreement to accept for payment or pay for any shares
tendered in the offer if any of the following circumstances exist on the
expiration date:
- The Minimum Condition has not been satisfied.
- Any regulatory authority has taken or threatened any action, or there is
pending any litigation or other regulatory proceeding that has a
reasonable probability of success, that would:
-- make our purchase of all or a substantial number of the shares pursuant
to the offer illegal, or otherwise restrict our ability to consummate
the offer or the merger;
-- result in a delay in or restrict our ability to purchase all or a
substantial number of the shares pursuant to the offer or to effect the
merger;
-- impose limitations on our ability to acquire or hold, transfer or
dispose of, or effectively to exercise all rights of ownership of, all
or a substantial number of the shares, including the right to vote the
shares purchased by us pursuant to the offer on an equal basis with all
other shares on all matters properly presented to the shareholders of
Duck Head;
-- require the divestiture by us or any of our subsidiaries or affiliates
of any shares, or require us or any of our subsidiaries or affiliates
to dispose of or hold separate all or any portion of our respective
businesses, assets or properties or impose any material limitations on
the ability of any of such entities to conduct their respective
businesses or own such assets or shares or on our ability or the
ability of our subsidiaries or affiliates to conduct the business of
Duck Head and own the assets or shares of Duck Head, in each case taken
as a whole; or
-- impose any limitations on our ability or the ability of any of our
subsidiaries or affiliates effectively to control the business or
operations of Duck Head or us or any of our respective subsidiaries or
affiliates.
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- There is any pending litigation or threatened action of any regulatory
authority challenging the making of the offer, HB Acquisition's
acquisition of Duck Head shares, the consummation of the merger or any of
the consequences described in the preceding bullet point that has a
reasonable probability of success.
- Either party terminates the merger agreement in accordance with its
terms.
- There exist inaccuracies in the representations and warranties of Duck
Head such that the aggregate effect of such inaccuracies has, or is
reasonably likely to have, a material adverse effect on Duck Head and its
subsidiaries, taken as a whole, or their financial position, business or
results of operations or the ability of Duck Head to perform its
obligations under the merger agreement.
- There exist material inaccuracies in representations and warranties of
Duck Head relating to Duck Head's capitalization and Duck Head's action
regarding state takeover laws, its charter provisions and its "poison
pill" rights agreement.
- Duck Head has failed to perform in any material respect, or to comply in
any material respect with, taken as a whole, any agreement or covenant of
Duck Head to be performed or complied with by it under the merger
agreement and such breach or failure has not or cannot be cured prior to
the expiration date.
- Duck Head's board of directors (or any of its committees) has taken or
approved any of the following actions:
-- withdrawn, or modified or changed in a manner adverse to us, its
approval or recommendation of the merger agreement or the offer; or
-- recommended, endorsed or approved an Acquisition Proposal.
- Any consent of, filing and registration with, and notification to, a
regulatory authority required for consummation of the merger will not
have been obtained or made, or any such consent is conditioned or
restricted in a manner which, in the reasonable judgment of our board of
directors would so materially adversely affect the economic or business
assumptions of the merger that had our board known of such condition or
restriction, it would not, in its reasonable judgment, have entered into
the merger agreement.
- Any party shall not have obtained any consent required for consummation
of the merger (other than Duck Head's shareholder approval) or for the
preventing of any default under any material contract or permit of such
party, other than Duck Head's loan and security agreement with Congress
Financial Corporation (Southern).
- Duck Head has not delivered to us a certificate to the effect that the
conditions of the offer have been satisfied, and certified copies of
resolutions of Duck Head's board evidencing the taking of all necessary
corporate action to authorize the execution, delivery and performance of
the merger agreement and to consummate the offer.
- Duck Head has not delivered to us certifications that Duck Head has not
been a real property holding company for the last five years and has not
provided notice of such to the IRS.
- Duck Head does not have stockholders' equity of at least $21,000,000, as
reduced for certain liabilities.
- William V. Roberti has not entered into an employment agreement with us
on terms and conditions reasonably satisfactory to us, including the
termination of his severance protection agreement with Duck Head.
The foregoing conditions are for our benefit. We may, subject to the terms
of the merger agreement, waive any of the conditions (except for the Minimum
Condition) in whole or in part at any time in our sole discretion.
LEGAL MATTERS; REGULATORY APPROVALS
General. We are not aware of any pending legal proceeding relating to the
offer. Except as described in this section, based on our examination of publicly
available information filed by Duck Head with the SEC and other publicly
available information concerning Duck Head, we are not aware of any governmental
license or regulatory permit that appears to be material to Duck Head's business
that might be adversely affected by our acquisition of shares as contemplated
herein or of any approval or other action by any governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
our acquisition or ownership of shares. Should any such approval or other action
be required, we currently contemplate that, except as described below under
"State Takeover Statutes," such approval or other action will be sought. While
we do not currently intend to delay acceptance for payment of shares tendered
pursuant to the offer
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pending the outcome of any such matter, there can be no assurance that any such
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that if such approvals were not obtained or
such other actions were not taken, adverse consequences might not result to Duck
Head's business, or certain parts of Duck Head's business might not have to be
disposed of, any of which could cause us to terminate the offer without the
purchase of shares thereunder under certain conditions. See "The
Offer -- Conditions to the Offer."
State Takeover Statutes. Duck Head is incorporated under the laws of
Georgia. A number of states (including Georgia) have adopted takeover laws and
regulations purport, to varying degrees, to apply to attempts to acquire
securities of corporations that are incorporated in such states or that have
substantial assets, shareholders, principal executive offices or principal
places of business therein. Except as set forth below, neither we nor HB
Acquisition has attempted to comply with any state takeover statutes in
connection with the offer or the merger. We have the right to challenge the
validity or applicability of any state law allegedly applicable to the offer or
the merger, and nothing in this Offer to Purchase nor any action taken in
connection herewith is intended as a waiver of that right. In the event that it
is asserted that one or more takeover statutes apply to the offer or the merger,
and it is not determined by an appropriate court that such statute or statutes
do not apply or are invalid as applied to the offer or the merger, as
applicable, we may be required to file certain documents with, or receive
approvals from, the relevant state authorities, and we might be unable to accept
for payment or purchase shares tendered pursuant to the offer or be delayed in
continuing or consummating the offer. In such case, we may not be obligated to
accept for purchase, or pay for, any shares tendered. See "The
Offer -- Conditions to the Offer" above.
Sections 14-2-1110 through -1132 of the Georgia Business Corporation Code
restrict certain "business combinations" with an "interested shareholder"
(generally, any person who owns or has the right to acquire 10% or more of the
corporation's outstanding voting stock) of a Georgia corporation that has
expressly elected to be governed by these provisions. The restrictions of
Sections 14-2-1110 through -1132 of the Georgia Business Corporation Code are
inapplicable to the merger, the offer and the related transactions because the
Duck Head board of directors has approved the offer and the merger.
A number of states have adopted laws that purport, to varying degrees, to
apply to attempts to acquire corporations that are incorporated in, or that have
substantial assets, shareholders, principal executive offices or principal
places of business or whose business operations otherwise have substantial
economic effects in, such states. Duck Head, directly or through subsidiaries,
conducts business in a number of states throughout the United States, some of
which have enacted such laws.
In Edgar v. MITE Corp., the Supreme Court of the United States invalidated
on constitutional grounds the Illinois Business Takeover Statute which, as a
matter of state securities law, made takeovers of corporations meeting certain
requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of
America, the Supreme Court held that the State of Indiana could, as a matter of
corporate law, constitutionally disqualify a potential acquiror from voting
shares of a target corporation without the prior approval of the remaining
shareholders where, among other things, the corporation is incorporated in, and
has a substantial number of shareholders in, the state. Subsequently, in TLX
Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled
that the Oklahoma statutes were unconstitutional insofar as they apply to
corporations incorporated outside Oklahoma in that they would subject such
corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v.
McReynolds, a Federal District Court in Tennessee ruled that four Tennessee
takeover statutes were unconstitutional as applied to corporations incorporated
outside Tennessee. This decision was affirmed by the United States Court of
Appeals for the Sixth Circuit.
FEES AND EXPENSES
We have retained MacKenzie Partners to be the information agent and
SunTrust Bank to be the depositary in connection with the offer. MacKenzie
Partners may contact holders of shares by mail, telephone, telecopy, telegraph
and personal interview and may request banks, brokers, dealers and other
nominees to forward materials relating to the offer to beneficial owners of
shares.
MacKenzie Partners and SunTrust Bank each will receive reasonable and
customary compensation for their respective services in connection with the
offer, will be reimbursed for reasonable out-of-pocket expenses and will be
indemnified against various liabilities and expenses in connection therewith,
including certain liabilities under federal securities laws.
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We will not pay any fees or commissions to any broker or dealer or to any
other person (other than to SunTrust Bank and MacKenzie Partners) in connection
with the solicitation of tenders of shares pursuant to the offer. Brokers,
dealers, commercial banks and trust companies will, upon request, be reimbursed
by us for customary mailing and handling expenses incurred by them in forwarding
offering materials to their customers.
MISCELLANEOUS
The offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of shares in any jurisdiction in which the making of the
offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF US NOT CONTAINED HEREIN OR IN THE LETTER OF
TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED.
We have filed with the SEC a Tender Offer Statement on Schedule TO pursuant
to Rule 14d-3 of the General Rules and Regulations under the Exchange Act,
together with exhibits furnishing certain additional information with respect to
the Offer, and may file amendments thereto. In addition, Duck Head has filed
with the SEC a Solicitation/ Recommendation Statement on Schedule 14D-9,
together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting
forth the recommendation of Duck Head's board of directors with respect to the
offer and the reasons for such recommendation and furnishing certain additional
related information. A copy of such documents, and any amendments thereto, may
be examined at, and copies may be obtained from, the SEC (but not the regional
offices of the SEC) in the manner set forth under "The Offer -- Information
Concerning Duck Head" and "The Offer -- Information Concerning TSI and HB
Acquisition."
TROPICAL SPORTSWEAR INT'L CORPORATION
HB ACQUISITION CORP.
July 11, 2001
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
1. Directors and Executive Officers of Tropical Sportswear Int'l
Corporation. The following table sets forth the name, business address and
present occupation or employment, and material occupations, positions, offices
or employment for the past five years, of each director and executive officer of
Tropical Sportswear Int'l Corporation ("TSI" or the "Company"). Unless otherwise
indicated, each such person is a citizen of the United States of America and the
business address of each such person is c/o Tropical Sportswear Int'l
Corporation, 4902 West Waters Avenue, Tampa, Florida 33634-1302. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to employment with Tropical Sportswear Int'l Corporation. Unless
otherwise indicated, each such person has held his or her present occupation as
set forth below, or has been an executive officer at Tropical Sportswear Int'l
Corporation, or the organization indicated, for the past five years. Directors
are identified by an asterisk.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------
*William W. Compton............................... Mr. Compton has served as Chairman of the Board,
Chief Executive Officer and a Director of TSI and
its predecessors since November 1989. He has
served as President of TSI since January 2001. He
also served as President of TSI from November 1989
to November 1994. Mr. Compton has over 30 years of
experience in the apparel industry. Prior to
joining TSI, he served as President and Chief
Operating Officer of Munsingwear, Inc., an apparel
manufacturer and marketer, President/Executive
Vice President of Corporate Marketing for five
apparel divisions of McGregor/Faberge Corporation
and President, U.S.A. and a director of Farah
Manufacturing Corporation. Mr. Compton currently
serves on the Board of Directors for the Center
for Entrepreneurship for Brigham Young University,
and recently served as the Chairman of the Board
of Directors of the American Apparel and Footwear
Association and is a member of its Executive
Committee.
*Michael Kagan.................................... Mr. Kagan has served as Executive Vice President,
Chief Financial Officer, Secretary and Vice
Chairman of the Board of TSI and its predecessors
since November 1989. He was also Treasurer of TSI
from November 1989 to January 1998. Mr. Kagan has
more than 30 years experience in the apparel
industry. Prior to joining TSI, Mr. Kagan served
as Senior Vice President of Finance for
Munsingwear, Inc. and as Executive Vice President
and Chief Operating Officer of Flexnit Company,
Inc., a manufacturer of women's intimate apparel.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------
*Leon H. Reinhart................................. Mr. Reinhart has served as a Director of TSI since
P.O. Box 5000-85 August 1997. Mr. Reinhart was President, Chief
Rancho Sante Fe, CA 92067 Executive Officer and a Director of First National
Bank based in San Diego, California from May 1996
through May 2001. Prior to such time, Mr.
Reinhart's experience includes 28 years as an
executive with Citibank, N.A. and its affiliates
in a variety of domestic and international
positions. Mr. Reinhart also serves as a Director
on the Boards of Shop-A-Z.com, Elamex, S.A., San
Diego Dialogue and the International Community
Foundation.
*Charles J. Smith................................. Mr. Smith became a director of TSI in June 1998.
202 Micmac Lane Previously he had been director of Farah since
Jupiter, Florida 33458 March 1994. For more than five years prior to his
retirement in 1994, Mr. Smith served in various
capacities with Crystal Brands, Inc., an apparel
manufacturer and marketer, most recently as an
Executive Vice President. Since then, Mr. Smith
has served as a consultant to various apparel
companies. In May 1995, Mr. Smith became a partner
in and director of Phoenix Apparel Group, Inc., a
privately-held apparel sourcing and consulting
company.
*Jesus Alvarez-Morodo............................. Mr. Alvarez-Morodo has served as a Director of TSI
Citizen of Mexico and its predecessors since November 1989. Mr.
Virginia Fabregas #80 Alvarez- Morodo has been Vice Chairman of the
Col. San Rafael Board of Elamex, S.A. de C.V., a manufacturing
Mexico, D.F. 06470 company controlled by Accel S.A. de C.V., since
1995 and a Director of Elamex since 1990. Accel is
a publicly traded Mexican holding company having
subsidiaries engaged in warehousing, distribution
and manufacturing. He has been President and Chief
Executive Officer of Accel since 1992 and has held
various positions with Accel and its predecessor,
Grupo Chihuahua S.A. de C.V., and its subsidiaries
since 1982, including Vice President from 1989 to
1992 and Vice Chairman since 1999.
*Leslie Gillock................................... Ms. Gillock has served as a Director of TSI since
Springs Industries August 1997. Ms. Gillock has served as Vice
P.O. Box 70 President Brand Management of Springs Industries,
Ft. Mill, SC 29716 Inc. since October 1999. Previously, Ms. Gillock
served in various capacities with Fruit of the
Loom, Inc. from 1978 until June 1998, including
Vice President of Marketing from March 1995
through June 1998, Director of Marketing from
January 1993 through February 1995, and Marketing
Manager for Intimate Apparel from January 1989
through December 1992. She has over 20 years
experience in the apparel industry.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------- --------------------------------------------------
*Donald H. Livingstone............................ Mr. Livingstone has served as a Director of TSI
610 Tanner Building since August 1997. He has been a Teaching
Brigham Young University Professor at the Brigham Young University Marriott
Provo, Utah 84602 School of Management and the Director of its
Center for Entrepreneurship since September 1994.
Mr. Livingstone also has served as a Trustee of
the Eureka Family of Mutual Funds since August
1997 and as a Director of California Independent
Bankcorp since October 1998. From 1976 through
March 1995, he was a partner with Arthur Andersen
LLP. He joined Arthur Andersen LLP in 1966.
*Eloy S. Vallina-Laguera.......................... Mr. Vallina-Laguera has served as a Director of
Citizen of Mexico TSI and its predecessors since November 1989. He
Ave. Zarco 2401 has been Chairman of the Board of Accel and its
Chihuahua Chih. predecessor, Grupo Chihuahua, since its inception
Mexico 31020 in 1979, and Chairman of the Board of Elamex since
1990. He was Chairman of Banco Commercial
Mexicano, later Multibanco Comermex, one of
Mexico's largest commercial banks at that time,
from 1971 until its expropriation in 1982.
Richard Domino.................................... Mr. Domino serves as Executive Vice President of
TSI and as President of the TSI Private Brand
division. He served as President of TSI from
November 1994 to January 2001. Mr. Domino served
as Senior Vice President of Sales and Marketing
from January 1994 to October 1994 and Vice
President of Sales from December 1989 to December
1993. He has over 25 years experience in
apparel-related sales and marketing.
Michael Mitchell.................................. Mr. Mitchell serves as Executive Vice President of
TSI and President of Savane International
division. He has served as President of Savane
International (formerly Farah, Inc.) since March
1994. Mr. Mitchell has been employed by Savane
since 1981 in various sales and marketing
capacities. He also served on the Savane Board of
Directors from March 1994 until June 1998.
Gregory L. Williams............................... Mr. Williams has served as Executive Vice
President and General Counsel of TSI since July
1999. Before joining TSI, Mr. Williams practiced
commercial law in Tampa, Florida for 18 years.
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2. Directors and Executive Officers of HB Acquisition Corp. All
information concerning the current business address, citizenship, principal
occupation or employment and five-year employment history for each person
identified below is the same as the information given in the paragraph 1 above.
Director
Michael Kagan
Executive Officers
Michael Kagan
Gregory L. Williams
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Manually signed facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of Transmittal,
certificates for shares and any other required documents should be sent or
delivered by each shareholder of Duck Head or such shareholder's broker, dealer,
commercial bank, trust company or other nominee to SunTrust Bank at one of the
addresses set forth below:
The Depositary for the Offer is:
SUNTRUST BANK
By Mail: By Facsimile: By Hand or Overnight Courier:
SunTrust Bank (404) 332-3875 SunTrust Bank
Attn: Reorg. Attn: Reorg
P.O. Box 4625 58 Edgewood Avenue, Suite 225
Atlanta, Georgia 30302 Atlanta, Georgia 30303
Questions or requests for assistance may be directed to MacKenzie Partners,
at the addresses and telephone numbers set forth below. Additional copies of
this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery and related materials may be obtained from MacKenzie Partners as set
forth below and will be furnished promptly at our expense. Shareholders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the offer.
The Information Agent is:
(MACKENZIE PARTNERS, INC. LOGO)
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (Call Collect)
or
Call Toll Free: (800) 322-2885