July 11, 2001
Dear fellow shareholder:
I am pleased to inform you that as of June 26, 2001 Duck Head Apparel Company,
Inc. ("Duck Head") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Tropical Sportswear Int'l Corporation ("TSI") and TSI's
wholly-owned subsidiary, HB Acquisition Corp. ("HB Acquisition"). Pursuant to
the Merger Agreement, HB Acquisition is today commencing a tender offer (the
"Offer") to purchase all outstanding shares of common stock, par value $.01 per
share, of Duck Head (the "Shares") at a price of $4.75 per Share. The Offer is
subject to several conditions, which are described in the accompanying
documents. The $4.75 per Share being offered by TSI and HB Acquisition
represents approximately a 79% premium to our closing stock price on June 26,
2001.
The Merger Agreement provides that, if the Offer is completed, HB Acquisition
will merge with and into Duck Head (the "Merger"), and Duck Head will become a
wholly-owned subsidiary of TSI. In the Merger, each Share not acquired by HB
Acquisition in the Offer will be converted into the right to receive the same
consideration paid pursuant to the Offer.
Your Board of Directors has unanimously approved the Merger Agreement and
determined that the Offer and the Merger are fair to, and in the best interests
of, the shareholders of Duck Head. Accordingly, your Board of Directors
recommends that you accept the Offer and tender your Shares pursuant to the
Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, which is being filed with the Securities and Exchange
Commission, including, among other things, the opinion of Xxxx Xxxxxx Associates
Capital Advisors, Inc. to the Board of Directors (the "Opinion") that, as of
June 26, 2001 and subject to the assumptions made, matters considered and
limitations on the review undertaken set forth in the Opinion, the $4.75 in cash
per Share to be received by the shareholders of Duck Head in the Offer and the
Merger is fair, from a financial point of view, to such shareholders. The full
text of the Opinion is attached as Annex B to the enclosed Schedule 14D-9, and
we urge you to read it carefully and in its entirety.
Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9, which we urge you to read carefully.
Accompanying this letter, in addition to the Schedule 14D-9, is HB Acquisition's
Offer to Purchase, dated July 11, 2001, and related materials, including a
Letter of Transmittal to be used for tendering your Shares. These documents set
forth the terms and conditions of the Offer and provide instructions as to how
to tender your Shares. On behalf of Duck Head, I urge you to read the enclosed
material and consider this information carefully and I would like to personally
thank you for your time as a shareholder of Duck Head.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chairman, President & Chief Executive Officer
