SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
DUCK HEAD APPAREL COMPANY, INC.
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(Name of Subject Company)
DUCK HEAD APPAREL COMPANY, INC.
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(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
26410P 10 3
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(CUSIP Number of Class of Securities)
WILLIAM V. ROBERTI
CHIEF EXECUTIVE OFFICER AND PRESIDENT
DUCK HEAD APPAREL COMPANY, INC.
1020 BARROW INDUSTRIAL PARKWAY
WINDER, GEORGIA 30680
(770) 867-3111
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(Name, address and telephone number of
person authorized to receive notice and communications
on behalf of the person filing statement)
______ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
This Amendment No. 2 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended by Amendment
No. 1 thereto (the "Schedule 14D-9"), filed by Duck Head Apparel Company, Inc.,
a Georgia corporation ("Duck Head") relating to the offer by HB Acquisition
Corp. ("HB Acquisition"), a Georgia corporation and an indirect, wholly-owned
subsidiary of Tropical Sportswear Int'l Corporation, a Florida corporation
("TSI"), to purchase all outstanding shares of the Company's common stock, par
value $0.01 per share (the "Shares"), at $4.75 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in HB Acquisition's
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").
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
OTHER MATTERS
As previously reported, on or before August 6, 2001, TSI had the right to
terminate the 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, the Offer is no longer subject to TSI's satisfactory due
diligence review of information concerning Duck Head and its business. The Offer
is scheduled to expire at 12:00 midnight Eastern time on August 8, 2001, and TSI
has informed Duck Head that, subject to the other conditions to closing the
Offer, TSI expects to accept Shares for payment promptly thereafter. TSI and
Duck Head issued a joint press release on August 7, 2001 announcing the
foregoing, a copy of which is included as EXHIBIT (A)(5)(D) hereto.
Duck Head cautions that any forward-looking statements contained in this report
represent current expectations of future events and involve certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in these forward-looking statements as a result of factors
including, without limitation, conditions and contingencies in connection with
the Offer and merger including, without limitation, the satisfactory completion
of TSI's due diligence investigation of Duck Head and its business; difficulties
in integrating the operations of Duck Head with TSI; delays or other
difficulties in implementing TSI's operating plans for Duck Head after the
merger; the inability to achieve projected revenue and earnings in fiscal 2001;
the inability to achieve cost savings related to recent reductions in staff;
general economic conditions, including recession or other cyclical effects
impacting apparel industry customers in the US or abroad; potential changes in
demand in the retail market; the continued acceptance of TSI's and Duck Head's
existing and new products by their major customers; the financial strength of
TSI's and Duck Head's major customers; delays associated with the timing of
introduction, shipment and acceptance of TSI's Victorinox(R) apparel line; the
ability of TSI to continue to use certain licensed trademarks and tradenames,
including Victorinox(R), John Henry(R), Bill Blass(R), and Van Heusen(R);
potential changes in price and availability of raw materials and global
manufacturing costs and restrictions; increases in costs; and other risk factors
listed from time to time in TSI's and Duck Head's reports (including their
Annual Reports on Forms 10-K) filed with the Securities and Exchange Commission.
Forward-looking statements contained in this Amendment No. 1 to Schedule 14D-9,
the Schedule 14D-9, Duck Head's Schedule 14D-9-C filed on June 27, 2001 and
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press releases related thereto are not protected by the safe harbor provisions
set forth in the Private Securities Litigation Reform Act of 1995.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding thereto the following:
(a)(5)(D) Text of Joint Press Release issued by TSI and Duck Head on August 7,
2001.
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
/s/ K. Scott Grassmyer
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K. Scott Grassmyer
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
August 7, 2001
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Date
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