1
EXHIBIT (A)(5)
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
July 11, 2001
To Our Clients:
Enclosed for your consideration is 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, collectively constitute the
"Offer") in connection with the offer by HB Acquisition Corp., a Georgia
corporation ("Purchaser") and a wholly owned subsidiary of Tropical Sportswear
Int'l Corporation, a Florida corporation ("Parent"), to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Duck Head
Apparel Company, Inc., a Georgia corporation (the "Company"), at a purchase
price of $4.75 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and in the Letter of Transmittal enclosed herewith.
We are the holder of record of Shares for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase.
Your attention is invited to the following:
1. The offer price is $4.75 per Share, net to you in cash, without
interest.
2. The Offer and withdrawal rights expire at 12:00 midnight, New York
City time, on Wednesday, August 8, 2001, unless the Offer is extended.
3. The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of June 26, 2001 (the "Merger Agreement"), by and among
Parent, Purchaser and the Company. The Merger Agreement provides, among
other things, that Purchaser will be merged into the Company (the "Merger")
following the satisfaction or waiver of each of the conditions to the
Merger set forth in the Merger Agreement.
4. The Board of Directors of the Company has unanimously adopted the
Merger Agreement, determined that the Offer and the Merger are fair to and
in the best interests of the shareholders of the Company and recommends
that the Company's shareholders tender their Shares in the Offer.
5. The Offer is conditioned upon there being validly tendered and not
withdrawn prior to the expiration of the Offer a number of Shares that
represents, together with any Shares beneficially owned by Parent, 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, Parent has the right to terminate the Merger Agreement and the
Offer if Parent is not satisfied in its reasonable discretion, exercised in
good faith, with the results of its due diligence review of information
concerning Duck Head and its business. The
2
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 Parent or another entity controlled by
Parent, including the Company.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is also enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified on the reverse side of this letter.
Your instructions should be forwarded to us in ample time to permit us to submit
a tender on your behalf prior to the expiration of the Offer.
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 acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares accepted for payment pursuant to the Offer will be made
only after timely receipt by SunTrust Bank (the "Depositary") of (a)
certificates evidencing such Shares or confirmation of the book-entry transfer
of such Shares into the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in
the Offer to Purchase under "The Offer -- Procedures for Accepting the Offer and
Tendering Shares," (b) 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 defined in the
Offer to Purchase) in lieu of the Letter of Transmittal, and (c) any other
documents required by the Letter of Transmittal. Accordingly, payment may not be
made to all tendering shareholders at the same time depending upon when
certificates for or confirmations of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility are actually received
by the Depositary.
2
3
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DUCK HEAD APPAREL COMPANY, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated July 11, 2001 and the related Letter of Transmittal, in
connection with the offer by HB Acquisition Corp. to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Duck Head
Apparel Company, Inc. at a purchase price of $4.75 per Share, net to the seller
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to Be Tendered:* SIGN HERE
------------------------------------------------
- ------------------------------------------- Shares Signature(s)
------------------------------------------------
Account No.: Print Name(s)
- -------------------------------------------- ------------------------------------------------
and Address(es)
Dated: -----------------------------------, 2001 ------------------------------------------------
Area Code and Telephone Number
------------------------------------------------
Tax Identification or Social Security Number
------------------------------------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
3