SC 13D 1 g70384sc13d.txt DUCK HEAD APPAREL COMPANY, INC. (TROPICAL SPORTS) 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) DUCK HEAD APPAREL COMPANY, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 26410P 10 3 -------------------------------------------------------------------------------- (CUSIP Number) HB ACQUISITION CORP. TROPICAL SPORTSWEAR INT'L CORPORATION -------------------------------------------------------------------------------- (Names of Persons Filing Statement) 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) June 26, 2001 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 2 SCHEDULE 13D CUSIP NO. 26410P 10 3 PAGE 2 OF 10 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tropical Sportswear Int'l Corporation --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS Not applicable. --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Florida --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,234,891 EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 1,234,891 -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,891 --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO --------------------------------------------------------------------- 3 CUSIP NO. 26410P 10 3 PAGE 3 OF 10 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HB Acquisition Corp. --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS Not applicable --------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Georgia --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,234,891 EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 0 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 1,234,891 -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,234,891 --------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO --------------------------------------------------------------------- 4 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the common stock, $.01 par value (the "Shares"), of Duck Head Apparel Company, Inc., a Georgia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1020 Barrow Industrial Parkway, Winder, Georgia 30680. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) and (f). The names of the persons filing this statement are Tropical Sportswear Int'l Corporation, a Florida corporation ("Tropical"), and HB Acquisition Corp., a Georgia corporation ("HB"). Tropical and HB are hereinafter sometimes referred to as the "Reporting Persons". HB is a wholly owned subsidiary of Tropical. The address of the principal business and the principal office of Tropical is 4902 West Waters Avenue, Tampa, Florida 33634-1302. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Tropical is set forth on Schedule A. Tropical produces high quality casual and dress men's and women's apparel and provides major apparel retailers with comprehensive brand management programs. Tropical's programs currently feature pants, shorts, shirts, coats and denim jeans for men and pants and skirts for women. These products are marketed under Tropical's owned national brands such as Savane(R) and Farah(R), licensed brand names including Bill Blass(R), John Henry(R), Van Heusen(R) and Victorinox(R) and Tropical's owned private brands including Bay to Bay(R), Original Khaki Co.(R), Authentic Chino Casuals(R), Flyers(TM) and Two Pepper(R). Tropical distinguishes itself by focusing on the apparel retailers' return on investment. Tropical also provides the retailer with customer, product and market analysis, apparel design, merchandising and inventory forecasting. Tropical markets its apparel through all major retail distribution channels, including department and specialty stores, national chains, catalog retailers, discount and mass merchants and wholesale clubs. Tropical's mission is to profitably deliver apparel products faster, better and cheaper than anyone in the world. The address of the principal business and the principal office of HB is 4902 West Waters Avenue, Tampa, Florida 33634-1302. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of HB is set forth on Schedule B. HB is a wholly owned subsidiary of Tropical. HB has not carried on any activities other than in connection with the merger agreement. (d)-(e) During the last five years, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedule A or Schedule B was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedule A or Schedule B, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Page 4 of 10 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. On June 26, 2001, Tropical, HB and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement contemplates an acquisition of the Issuer by Tropical (the "Acquisition") at a purchase price of $4.75 net per share in cash, which will be effected by (i) a tender offer (the "Offer") by HB for all of the issued and outstanding Shares, and (ii) a merger of HB with and into the Issuer (the "Merger"). The Merger Agreement is attached as Exhibit 1. On June 26, 2001, Tropical and HB entered into a Tender and Option Agreement (the "Tender and Option Agreement") with each of William F. Garrett, Mark I. Goldman, C.C. Guy, Dr. James F. Kane, Dr. Max Lennon, E. Erwin Maddrey, II, Buck A. Mickel, William V. Roberti and Robert D. Rockey (the "Insider Stockholders"). Pursuant to the Tender and Option Agreement, on the terms set forth therein, each of the Insider Stockholders has agreed to tender and not withdraw his Shares in the Offer and to vote his Shares in favor of the Merger Agreement and the Merger at any meeting of the Issuer's shareholders called for that purpose. In addition, each of the Insider Stockholders has granted Tropical a proxy to vote his Shares in favor of the Merger Agreement and the Merger. As of June 26, 2001, the Insider Stockholders owned an aggregate of 1,234,891 Shares. The Tender and Option Agreement is attached as Exhibit 2. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)(i) Tropical has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 1,234,891 Shares, representing approximately 38% of the outstanding Shares of the Issuer. (a)(ii) HB has acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 1,234,891 Shares, representing approximately 38% of the outstanding Shares of the Issuer. Except as set forth in this Item 5(a) and in Item 5(c), neither of the Reporting Persons, nor any other person controlling any Reporting Person nor, to the best knowledge of any Reporting Person, any persons named in Schedule A or Schedule B hereto, owns beneficially any Shares. (b)(i) Tropical has shared power to vote and dispose of 1,234,891 Shares. (b)(ii) HB has shared power to vote and dispose of 1,234,891 Shares. (c) Except for the 1,234,891 Shares subject to the Tender and Option Agreement described in Item 4 above and as described in this Item 5(c), during the past sixty days, neither the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedule A or Schedule B has effected any transactions in the Shares. (d) Inapplicable. (e) Inapplicable. Page 5 of 10 6 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the arrangements described in Item 4 above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement and Plan of Merger dated as of June 26, 2001 among Tropical, HB and the Issuer (filed as Exhibit 2 to the Current Report on Form 8-K of the Issuer dated June 26, 2001). Exhibit 2 Tender and Options Agreements dated as of June 26, 2001 among Tropical, HB and each of William F. Garrett, Mark I. Goldman, C.C. Guy, Dr. James F. Kane, Dr. Max Lennon, E. Erwin Maddrey, II, Buck A. Mickel, William V. Roberti and Robert D. Rockey, Jr. (the form of which is filed as Exhibit 10 to the Current Report on Form 8-K of the Issuer dated June 26, 2001). Page 6 of 10 7 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, correct and complete. DATED: July 6, 2001 HB ACQUISITION CORP. By: /s/ Michael Kagan -------------------------------------------------- Name: Michael Kagan Title: President TROPICAL SPORTSWEAR INT'L CORPORATION By: /s/ Michael Kagan -------------------------------------------------- Name: Michael Kagan Title: Executive Vice President and Chief Financial Officer Page 7 of 10 8 Schedule A Directors and Executive Officers of Tropical Sportswear Int'l Corporation The following table sets forth the name, business address and present occupation or employment, and material occupations, positions, offices or employment for the past five years, of each director and executive officer of Tropical Sportswear Int'l Corporation. Unless otherwise indicated, each such person is a citizen of the United States of America and the business address of each such person is c/o Tropical Sportswear Int'l Corporation, 4902 West Waters Avenue, Tampa, Florida 33634-1302. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Tropical Sportswear Int'l Corporation. Unless otherwise indicated, each such person has held his or her present occupation as set forth below, or has been an executive officer at Tropical Sportswear Int'l Corporation, or the organization indicated, for the past five years. Directors are identified by an asterisk.

Page 8 of 10 9

Page 9 of 10 10 Schedule B Directors and Executive Officers of HB Acquisition Corp. All information concerning the current business address, citizenship, principal occupation or employment and five-year employment history for each person identified below is the same as the information given in the paragraph 1 above. Director Michael Kagan Executive Officers Michael Kagan Gregory L. Williams Page 10 of 10

DUCK HEAD APPAREL CO INC SC 13D