UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Duck Head Apparel Company, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DUCK HEAD APPAREL COMPANY, INC.
1020 Barrow Industrial Parkway
Winder, Georgia 30680
Telephone (770) 867-3111
SUPPLEMENT TO PROXY STATEMENT
October 27, 2000
DEAR SHAREHOLDER:
As you may be aware, Bettis C. Rainsford, a director of the Company,
appears to be proceeding with an attempt to take control of your Company and
elect his own slate of eight directors at the Company's upcoming 2000 Annual
Meeting of shareholders scheduled to be held at 10:00 a.m. on Wednesday,
November 8, 2000 (the "Annual Meeting"). The information contained in the
Supplement to Proxy Statement (this "Supplement") updates and supplements the
information contained in the Company's Proxy Statement dated October 16, 2000
(the "Proxy Statement") and first mailed to shareholders on or about that date.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S PROXY
STATEMENT DATED OCTOBER 16, 2000, WHICH YOU SHOULD ALREADY HAVE RECEIVED. THIS
SUPPLEMENT CONTAINS IMPORTANT INFORMATION THAT WAS NOT INCLUDED IN THE PROXY
STATEMENT DATED OCTOBER 16, 2000. PLEASE READ THE PROXY STATEMENT DATED OCTOBER
16, 2000 AND THIS SUPPLEMENT CAREFULLY, SINCE TOGETHER THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE VOTED ON AT THE ANNUAL
MEETING.
ITEM 1: ELECTION OF DIRECTORS
As you are aware, eight directors are to be elected at the Annual Meeting.
Your Board's nominees are William F. Garrett, Mark I. Goldman, C.C. Guy, Dr.
James F. Kane, Dr. Max Lennon, E. Erwin Maddrey, II, Buck A. Mickel and Robert
D. Rockey, Jr. Your Board's nominees are currently directors of the Company.
Holders of two-thirds of the outstanding shares of the Company's common stock on
October 9, 2000 must be present at the Annual Meeting either in person or by
proxy to constitute a quorum. An affirmative vote of holders of a plurality of
the votes cast at the Annual Meeting is required for the election of directors.
YOUR ELECTED BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.
Mr. Rainsford's preliminary proxy statement and additional definitive proxy
solicitation materials are available on the Securities and Exchange Commission's
web site at www.sec.gov and contain detailed information regarding his
participants, their interests in the Company and their proposed slate of eight
directors: Bettis C. Rainsford, Talmadge Knight, Grace G. Young, Donald P.
Howard, Warren A. Daniel, Dr. Robert Lee Sawyer, Roger H. Timpson and Jack J.
Jackson.
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PARTICIPANTS IN THE SOLICITATION
The members of the Company's Board of Directors (the "Board") participating
in the solicitation on behalf of the Company (the "Company Solicitation") are
William F. Garrett, Mark I. Goldman, C.C. Guy, Dr. James F. Kane, Dr. Max
Lennon, E. Erwin Maddrey, II, Buck A. Mickel and Robert D. Rockey, Jr. (who is
also the Company's Chairman and Chief Executive Officer). Michael H. Prendergast
(the Company's Senior Vice President of Sales), K. Scott Grassmyer (the
Company's Senior Vice President, Chief Financial Officer, Secretary and
Treasurer) and William B. Mattison, Jr. (the Company's Senior Vice President of
Merchandising) are also participating with the directors listed above in the
Company Solicitation. Certain information about these persons is set forth in
the Proxy Statement. In addition, the Company's new President and Chief
Operating Officer William Roberti is a participant in the Company Solicitation.
Certain information about Mr. Roberti is set forth below.
To the Company's knowledge, except as set forth in the Proxy Statement
and this Supplement, no participant in the Company Solicitation has any
arrangement or understanding with any person (A) with respect to any future
employment by the Company or its affiliates, or (B) with respect to any future
transactions to which the Company or any of its affiliates will or may be a
party.
THE COMPANY'S NEW PRESIDENT AND CHIEF OPERATING OFFICER
On October 18, 2000, the Company hired William Roberti to serve as its
President and Chief Operating Officer. The Company's Corporate Governance
Committee expects to recommend that the Board elect Mr. Roberti as a director of
the Company promptly following the Company's 2000 Annual Meeting. From 1998
until October 2000, Mr. Roberti was a Managing Partner of Reffett & Roberti
Associates LLC, a retained executive search and consulting practice. From 1996
to 1998, Mr. Roberti was President and Chief Executive Officer of Plaid Clothing
Inc., a subsidiary of Hartmarx Corp. which is engaged in the menswear business.
Mr. Roberti was President/Chief Executive Officer of Plaid Clothing Inc.'s
predecessor Plaid Clothing Group, Inc. earlier in 1996, and the predecessor's
President/Chief Operating Officer from 1995 to 1996. From 1987 to 1994, Mr.
Roberti served as President and Chief Executive Officer of Brooks Brothers,
Inc., an apparel retailer. Prior to his employment with Brooks Brothers, Inc.,
Mr. Roberti was Division Chairman and Chief Executive Officer of the Emerging
Growth Business Group at Zale Corporation, a fine jewelry retailer.
The terms of Mr. Roberti's employment are set forth in a letter from
the Company dated October 18, 2000 (the "Employment Letter"). Pursuant to the
terms of the Employment Letter, Mr. Roberti's initial annual base salary is
$336,000. Mr. Roberti will receive a bonus for the Company's 2001 fiscal year,
the amount of which depends on whether certain performance criteria are met. He
is guaranteed a minimum bonus for the remainder of fiscal 2001 of $81,900. His
maximum possible bonus for fiscal 2001 if all performance criteria are met is
$245,700. In addition, the Company will reimburse Mr. Roberti up to $50,000 per
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year (net after taxes) for living and commuting expenses. Mr. Roberti will
become eligible to participate in the Company's 401(k) plan in November 2000 and
in the Company's group insurance plan in January 2001 pursuant to the terms of
those plans.
On October 18, 2000, the Compensation Grants Committee of the Board
granted Mr. Roberti (1) an option under the Company's new 2000 Stock Option Plan
to acquire 100,000 shares of the Company's common stock and (2) an award under
the Company's new Incentive Stock Award Plan covering 30,000 shares of the
Company's common stock. One quarter of Mr. Roberti's option vests on July 31 in
each of 2001, 2002, 2003 and 2004. Twenty percent of Mr. Roberti's incentive
stock award vests on the last day of each of fiscal 2001, 2002 and 2003 if Mr.
Roberti continues to be an employee of the Company on such dates. The remaining
forty percent of Mr. Roberti's incentive stock award vests on the day the
Company files its Annual Report on Form 10-K for fiscal 2003 if the Company
meets specified performance targets respecting cumulative operating profits and
he remains an employee of the Company on that date.
To induce Mr. Roberti to become an employee of the Company, Robert D.
Rockey, Jr. has orally agreed to transfer to Mr. Roberti one quarter of Mr.
Rockey's right to acquire one million shares of the Company's common stock on
December 30, 2000. See "Management Compensation - Option Grants in Last Fiscal
Year" in the Proxy Statement for a summary of the provisions of Mr. Rockey's
right.
To the Company's knowledge, other than as set forth above, (1) Mr.
Roberti is not, nor within the past year has been, a party to any contract,
arrangement or understanding with any person with respect to the Company's
stock, including but not limited to any joint venture, loan or option
arrangement, put or call, guaranty against loss or guaranty of profit, division
of losses or profits or giving or withholding of a proxy, and (2) Mr. Roberti
does not own any securities of the Company, has not engaged in any transactions
involving securities of the Company and has no arrangement or understanding with
any person (A) with respect to any future employment by the Company or its
affiliates, or (B) with respect to any future transactions to which the Company
of any of its affiliates will or may be a party.
RECENT LITIGATION WITH MR. RAINSFORD
On October 24, 2000, the Company filed a lawsuit in the United States
Federal District Court for the Northern District of Georgia against Messrs.
Rainsford and Knight alleging that Messrs. Rainsford and Knight have violated
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and rules promulgated thereunder by, among other things, failing to
disclose that Messrs. Rainsford and Knight are and have been acting as a "group"
under the federal securities laws and by failing to make the appropriate filings
under Section 13(d) disclosing the actions and intentions of the
Rainsford-Knight group. The lawsuit requests that the Court enter an order
against Messrs. Rainsford and Knight finding that they have violated Section
13(d) of the Exchange Act and rules promulgated thereunder and ordering them to
make the required filings and disclosures and for such other relief as may be
appropriate.
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COSTS OF SOLICITATION
Unfortunately, the proxy fight Mr. Rainsford is initiating will be
costly for your Company. While no precise estimate of this cost can be made at
this time, the Company currently estimates that it will spend about $125,000
over and above the normal costs of an annual meeting for its solicitation of
proxies, including expenditures for attorneys, solicitors, and public relations
advisors and advertising, printing, transportation and related expenses.
Approximately $35,000 has been paid to date. The Company will bear the cost of
this solicitation. The Company expects that if Mr. Rainsford wins, he and his
nominees will make your Company bear the cost of his solicitation as well.
The Company's directors, officers and regular employees may solicit
proxies by mail, telephone, facsimile, electronically or in person, but they
will receive no additional compensation for such work. The Company has also
hired MacKenzie Partners, Inc. to assist the Company with its solicitation for a
fee not to exceed $35,000 and reimbursement for reasonable out-of-pocket
expenses. The Company estimates that approximately 30 employees of MacKenzie
Partners, Inc. will be involved in the solicitation of proxies on behalf of the
Company.
The Company will also request brokers and other custodians and nominees
to forward the Company's proxy materials to the beneficial owners of the
Company's common stock. The Company will reimburse brokers and other custodians
and nominees for their reasonable expenses in complying with this request.
WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE ANNUAL MEETING. YOUR VOTE
IS VERY IMPORTANT. YOUR BOARD URGES YOU TO MARK, DATE, SIGN AND RETURN THE
ENCLOSED WHITE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS
POSSIBLE. WE ALSO URGE YOU NOT TO SIGN OR RETURN ANY PROXY CARD THAT YOU MAY
RECEIVE FROM MR. RAINSFORD.
If you have not already received the Company's Proxy Statement dated
October 16, 2000 and the Company's 2000 Annual Report, or if you have any
questions or need any assistance in voting your shares, please call:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 collect
(800) 322-2885 toll free
Thank you for your continued interest and support.
Sincerely,
/s/ Robert D. Rockey, Jr.
Robert D. Rockey, Jr.
Chairman & Chief Executive Officer
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