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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
AMENDMENT NO. 2 TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DUCK HEAD APPAREL COMPANY, INC.
(Name of Subject Company)
HB ACQUISITION CORP.
TROPICAL SPORTSWEAR INT'L CORPORATION
(Offerors)
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COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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26410P 10 3
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(CUSIP Number of Class of Securities)
MICHAEL KAGAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TROPICAL SPORTSWEAR INT'L CORPORATION
4902 W. WATERS AVENUE
TAMPA, FLORIDA 33634-1302
TELEPHONE: (813) 249-4900
(Name, address and telephone number of
person authorized to receive notices and communications
on behalf of filing persons)
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COPIES TO:
STEPHEN A. OPLER, ESQ.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GA 30309
TELEPHONE: (404) 881-7000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Tropical Sportswear Int'l Corporation, a Florida
corporation ("TSI"), and HB Acquisition Corp., a Georgia corporation and an
indirect, wholly-owned subsidiary of TSI ("HB Acquisition"), on July 11, 2001,
(as amended, the "Schedule TO"), relating to the offer 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 ("Duck Head"), at $4.75
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated as of July 11, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal," and together with the Offer to Purchase and any amendments or
supplements thereto, the "Offer"), copies of the Offer to Purchase and the
Letter of Transmittal are attached hereto as Exhibits (a)(l) and (a)(2).
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented by adding thereto the following:
As previously reported, on or before August 6, 2001, TSI had the right to
terminate the tender offer and the merger agreement if TSI had not been
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. As of August 7, 2001, TSI's offer is no longer subject to this
condition. The offer is scheduled to expire at 12:00 midnight, Eastern Time, on
August 8, 2001. On August 7, 2001, TSI and Duck Head issued a joint press
release announcing the expiration of the due diligence condition, a copy of
which is filed as Exhibit (a)(11) to the Schedule TO.
Subject to the other conditions to closing the offer, TSI expects to accept
shares for payment promptly thereafter.
Forward-looking statements contained in the Schedule TO, including press
releases and the Offer to Purchase, are not protected by the safe harbor
provisions set forth in the Private Securities Litigation Reform Act of 1995.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding thereto the following:
(a)(11) Text of Press Release issued by TSI and Duck Head on August 7, 2001.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2001
HB ACQUISITION CORP.
By: /s/ Michael Kagan
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Name: Michael Kagan
Title: President
TROPICAL SPORTSWEAR INT'L CORPORATION
By: /s/ Michael Kagan
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Name: Michael Kagan
Title: Executive Vice President and Chief
Financial Officer