Exhibit (a)(5)(D)
TROPICAL CONTACT: Michael Kagan SYMBOL: TSIC
Executive Vice President & TRADED: Nasdaq National
Chief Financial Officer Market
Tropical Sportswear Int'l Corporation
Tel: (813) 249-4900
Fax: (813) 249-4904
DUCK HEAD CONTACT: K. Scott Grassmyer SYMBOL: DHA
Senior Vice President & TRADED: AMEX
Chief Financial Officer
Duck Head Apparel Company, Inc.
Tel: (770) 867-3111
Fax: (770) 307-1800
FOR IMMEDIATE RELEASE
TROPICAL SPORTSWEAR AND DUCK HEAD ANNOUNCE EXPIRATION OF DUE DILIGENCE CONDITION
TO TENDER OFFER
TAMPA, FLA., AUGUST 7, 2001 - Tropical Sportswear Int'l Corporation ("TSI";
Nasdaq: TSIC) and Duck Head Apparel Company, Inc. ("Duck Head"; Amex: DHA) today
announced that TSI's offer to acquire 100% of the common stock of Duck Head in a
tender offer and subsequent merger 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 subject to the other conditions to closing the offer, TSI expects to accept
shares for payment promptly thereafter.
TSI markets and manufactures branded and private brand men's and women's casual
and dress sportswear through all major retail distribution channels. Major owned
brands include Savane(R), Farah(R), Bay to Bay(R), Flyers(TM), Royal Palm(R),
The Original Khaki Co.(R), Banana Joe(R), Two Pepper(R), and Authentic Chino
Casuals(R). Licensed brands include Bill Blass(R), John Henry(R), Van Heusen(R)
and Victorinox(R), the makers of the original Swiss Army(TM) Knife. TSI
distinguishes itself by providing major retailers with comprehensive brand
management programs and uses advanced technology to provide retailers with
customer, product and market analyses, apparel design, and merchandising
consulting and inventory forecasting with a focus on return on investment.
Duck Head produces men's and boys' casual sportswear products, including shirts,
shorts and pants, which are marketed under its Duck Head(R) brand to leading
apparel retailers and through its chain of 25 outlet retail stores primarily in
the southeastern United States. Duck Head operates a distribution center in
Winder, Georgia and a garment assembly plant in Costa Rica. In addition, Duck
Head licenses its Duck Head(R) brand to producers of other apparel and accessory
products.
1
TSI and Duck Head caution that any forward-looking statements contained in this
press release 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 tender offer and merger; 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 our 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
the 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 press release
are not protected by the safe harbor provisions set forth in the Private
Securities Litigation Reform Act of 1995.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities of Duck Head. The tender offer has been made pursuant to a
tender offer statement and related materials. Investors and security holders are
strongly advised to read both the tender offer statement, as amended, and the
solicitation/recommendation statement, as amended, regarding the tender offer
because they contain important information that should be read carefully before
any decision is made with respect to the offer. The tender offer statement, as
amended, has been filed by TSI and its acquisition subsidiary, HB Acquisition
Corp., with the Securities and Exchange Commission, the
solicitation/recommendation statement, as amended, has been filed by Duck Head
with the Securities and Exchange Commission and an amendment to the tender offer
statement will be filed by TSI and HB Acquisition Corp. Investors and security
holders may obtain a free copy of these statements (when available) and other
documents filed by TSI and Duck Head at the SEC's website, www.sec.gov or upon
request.
SOURCE: Tropical Sportswear Int'l Corporation & Duck Head Apparel Company, Inc.
2