SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20449
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 29, 2000
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Duck Head Apparel Company, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia
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(State of Other Jurisdiction
of Incorporation)
1-15585 58-2510086
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(Commission File Number) (IRS Employer Identification No.)
1020 Barrow Industrial Parkway, Winder, Georgia 30680
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(Address of Principal Executive Offices) (Zip Code)
(770) 867-3111
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(Registrant's Telephone Number
Including Area Code)
Not Applicable
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(Former Name or Former Address,
if Changed Since Last Report)
Copies to:
Eric B. Amstutz and Eric K. Graben
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way (29601)
P.O. Box 728
Greenville, SC 29602-0728
(864) 242-8200
ITEM 5. OTHER EVENTS.
On November 29, 2000, the Shareholder Rights Agreement dated January
27, 2000 by and between the Company and First Union National Bank, as rights
agent (the "Rights Agreement"), was amended to change the Final Expiration Date
(as defined in the Rights Agreement) from January 20, 2010 to March 31, 2001.
The Rights Agreement and the Rights, as defined in the Rights Agreement, are
commonly referred to as a "poison pill." The effect of the amendment is that the
Rights issued pursuant to the Rights Agreement will cease to be exercisable
after March 31, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired: Not Applicable.
(b) Pro forma financial information: Not Applicable.
(c) Exhibits.
4.3.1 Amendment No. 1 dated November 29, 2000 to Shareholder Rights
Agreement, dated as of January 27, 2000, between the Company
and First Union National Bank, as Rights Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DUCK HEAD APPAREL COMPANY, INC.
Date: November 29, 2000 By: /s/ K. Scott Grassmyer
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K. Scott Grassmyer
Senior Vice President
& Chief Financial Officer
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Exhibit 4.3.1
AMENDMENT NO. 1
To
SHAREHOLDER RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Shareholder Rights
Agreement dated January 27, 2000 (the "Agreement") by and between Duck Head
Apparel Company, Inc., a Georgia corporation (the "Company"), and First Union
National Bank as Rights Agent (the "Rights Agent"), is entered into by and
between the Company and the Rights Agent as of November 29, 2000, to be
effective as of such date. Capitalized terms used in this Amendment and not
otherwise defined herein have the same meaning as ascribed to such terms in the
Agreement.
WHEREAS, Section 27 of the Agreement generally provides in part that,
prior to the Distribution Date, the Company and the Rights Agent shall, if so
directed by the Company, amend the Agreement without the approval of any holders
of certificates representing the Company's Common Stock, provided that the
Rights Agent must consent to any such amendment changing the rights and duties
of the Rights Agent;
WHEREAS, no Distribution Date has occurred, the Company has directed
the Rights Agent to amend the Agreement as set forth below and the amendments
set forth below do not change the rights and duties of the Rights Agent;
NOW THEREFORE, in consideration for the mutual covenants contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. Change in Final Expiration Date: Clause (i) of Paragraph 7(a) of the
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Agreement setting forth the definition of the term "Final Expiration Date" is
hereby deleted and replaced in its entirety with the following:
(i) the Close of Business on March 31, 2001 (the "Final Expiration
Date"),
2. No Other Amendments. Except as explicitly provided in this Amendment,
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the Agreement shall remain in full force and effect and unamended hereby. All
references to the "Agreement" set forth in the Agreement shall mean the
Agreement as amended by this Amendment.
3. Applicable Law. This Amendment shall be deemed to be a contract made
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under the laws of the State of Georgia and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to contracts
to be made and to be performed entirely within Georgia.
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4. Headings. The headings contained in this Amendment are for convenience
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of reference only and shall not be used in any way in interpreting this
Amendment or any provisions hereof.
5. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which may bear one or more of he signatures of the parties
hereto and each of which shall constitute an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested as of November 29, 2000.
ATTEST: DUCK HEAD APPAREL COMPANY, INC.
By: /s/ K. Scott Grassmyer By: /s/ Robert D. Rockey, Jr.
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K. Scott Grassmyer Robert D. Rockey, Jr.
Senior Vice President & Secretary Chairman & Chief Executive
Officer
ATTEST: FIRST UNION NATIONAL BANK
By: /s/ Johnnie H. Coble By: /s/ Patrick J. Edwards
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Name: Johnnie H. Coble Name: Patrick J. Edwards
Title: Corporate Trust Officer Title: Vice President