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EXHIBIT (A)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
DUCK HEAD APPAREL COMPANY, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED JULY 11, 2001
OF
HB ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
TROPICAL SPORTSWEAR INT'L CORPORATION
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if (i) certificates
for Shares (as defined below) are not immediately available, (ii) the procedure
for book-entry transfer cannot be completed on a timely basis, or (iii) time
will not permit all required documents to reach SunTrust Bank (the "Depositary")
on or prior to the expiration date of the offer. This form may be delivered by
hand, transmitted by facsimile transmission or mailed to the Depositary. See
"The Offer -- Procedures for Accepting the Offer and Tendering Shares" in the
Offer to Purchase.
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
Delivery of this Notice of Guaranteed Delivery to an address or facsimile
number other than one set forth above will not constitute a valid delivery to
the Depositary.
This Notice of Guaranteed Delivery to the Depositary is not to be used to
guarantee signatures. If a signature on a Letter of Transmittal is required to
be guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantees must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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Ladies and Gentlemen:
The undersigned hereby tenders to HB Acquisition Corp., a Georgia
corporation and a wholly owned subsidiary of Tropical Sportswear Int'l
Corporation, a Florida corporation, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 11, 2001 (the "Offer to Purchase")
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of common stock, par value $0.01 per share
(the "Shares"), of Duck Head Apparel Company, Inc., a Georgia corporation (the
"Company"), set forth below, pursuant to the guaranteed delivery procedures set
forth in the Offer to Purchase.
Signature(s):
- --------------------------------------------------------------------------------
Name(s) of Record Holders:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE TYPE OR PRINT
Number of
Shares:
- --------------------------------------------------------------------------------
Certificate No(s). (if available):
- --------------------------------------------------------------------------------
Dated: ------------------------------------------------------------------- 2001
Address(es):
- --------------------------------------------------------------------------------
ZIP CODE
Area Code and Tel. No.(s):
- --------------------------------------------------------------------------------
Check box if Shares will be tendered by book-entry transfer: [ ]
Account Number:
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, (a) represents that the above named person(s) "own(s)"
the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender
of Shares complies with Rule 14e-4 and (c) guarantees to deliver to the
Depositary either the certificates evidencing all tendered Shares, in proper
form for transfer, or to deliver Shares pursuant to the procedure for book-entry
transfer into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility"), in either case together with the Letter of
Transmittal (or a facsimile thereof) properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase) in the case of a book-entry delivery, and any other required
documents, all within three American Stock Exchange trading days after the date
hereof.
Name of Firm:
- ---------------------------------------
Address:
- ----------------------------------------------
- ---------------------------------------------------------
Area Code and Tel. No.:
- -----------------------------
Authorized Signature:
- --------------------------------
Name:
- ------------------------------------------------
PLEASE PRINT
Title:
- --------------------------------------------------
Dated:
- ----------------------------------------- , 2001
DO NOT SEND CERTIFICATE WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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