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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
DUCK HEAD APPAREL COMPANY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
26410P 10 3
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(CUSIP Number)
Bettis C. Rainsford
108 1/2 Courthouse Square
Edgefield, South Carolina 29824
(803)637-5304
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 2, 2000
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-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).
(Continued on following pages)
(Page 1 of 9 Pages)
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SCHEDULE 13D
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CUSIP NO. 26410P 10 3 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bettis C. Rainsford
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NA
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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7 SOLE VOTING POWER
334,218
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 334,218
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,218
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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SCHEDULE 13D
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CUSIP NO. 26410P 10 3 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Talmadge Knight
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 98,300
OWNED BY ---------------------------------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
98,300
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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AMENDMENT NO. 2
TO SCHEDULE 13-D
This Amendment No. 2 amends and restates the indicated items of the
statement on Schedule 13D, as amended, relating to the Common Stock, $.01 par
value ("Shares"), of Duck Head Apparel Company, Inc., a Georgia corporation,
(the "Company") filed on behalf of Bettis C. Rainsford, a shareholder of the
Company, and adds Talmadge Knight, a shareholder of the Company, as a reporting
person.
Item 2. Identity and Background
Item 2 is hereby amended by adding the following:
a. Name of filing person:
Talmadge Knight
b. Business Address:
310 S. Main Street
Saluda, SC 29138
c. Principal Occupation:
Chief Executive Officer
Knight Textile Corporation
310 S. Main Street
Saluda, SC 29138
d. During the last five years, Mr. Knight has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. During the last five years, Mr. Knight has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a final judgment, final decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
f. Citizenship:
United States of America
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Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby restated as follows:
Mr. Rainsford obtained the shares reported herein through a
distribution on June 30, 2000 of all shares of the Company's common stock by
Delta Woodside Industries, Inc. ("Delta Woodside") to the shareholders of Delta
Woodside, including Mr. Rainsford. This distribution is more fully described in
the Form 10/A filed with the Securities and Exchange Commission by the Company
on June 8, 2000.
Mr. Knight acquired the shares described in item 5 on October 2, 2000
at a cost of $102,242, excluding commissions and fees and paid in cash out of
Mr. Knight's personal funds.
Item 4. Purpose of Transaction
Item 4 is hereby restated as follows:
On October 6, 2000, Mr. Rainsford delivered to the Company a notice of
intent to nominate directors (including Mr. Rainsford and Mr. Knight) to stand
for election for the entire board of directors of the Company at the Company's
2000 annual meeting of shareholders. Such notice describes Mr. Rainsford's
intent and the intent of Mr. Knight to effect changes relative to the Company
should they and the other nominees of Mr. Rainsford be elected to the Board of
Directors, which would include causing the Company to redeem the Company's
common stock purchase rights and to effect a sale of the Company, which sale
may result in the disposition of Mr. Rainsford's and Mr. Knight's shares.
Mr. Rainsford filed a preliminary proxy statement with the Securities
and Exchange Commission on October 17, 2000, as amended on October 26,2000, and
other proxy materials on October 19, 2000 with the intention of soliciting the
affirmative vote of the Company's shareholders at its annual meeting on
November 8, 2000 for his proposals to (i) nominate and elect to the Company's
Board of Directors, Bettis C. Rainsford, Talmadge Knight, Grace G. Young,
Donald P. Howard, Warren Daniel, Jack J. Jackson, Dr. Robert Sawyer and Roger
H. Timpson, in opposition to the election of the nominees of the Board; (ii)
direct the Company's Board to cause the Company to take all actions necessary
to cancel the right previously granted to Robert D. Rockey, Jr., the Company's
Chairman of the Board, President and Chief Executive Officer, to purchase one
million shares of the Company's Common Stock; and (iii) ratify the appointment
of KPMG LLP as the independent auditors for the Company for the 2001 fiscal
year. Certain proxy materials (described above) have been distributed to the
Company's shareholders. Mr. Rainsford intends to file with the Securities and
Exchange Commission and distribute to the Company's shareholders a definitive
proxy statement and other proxy materials relating to the solicitation
described above. Mr. Knight has agreed to reimburse Mr. Rainsford for up to
$62,500 of the costs incurred for the solicitation described above and intends
to vote his shares in support of Mr. Rainsford's proposals outlined in (i),
(ii) and (iii) above.
Mr. Rainsford originally acquired the shares for investment purposes
and has continuously reviewed this investment based on an evaluation of the
Company and its business and prospects, including the Company's business and
the market price of the Common Stock.
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Although Mr. Rainsford's current intention is as described above, Mr. Rainsford
also intends to continue to review his investment in the Company's Common Stock
and may explore from time to time in the future a variety of alternatives,
including, without limitation, one or more of the following: (a) the
acquisition of additional securities of the Company; (b) the disposition of all
or any portion of securities of the Company held by Mr. Rainsford; (c) an
extraordinary corporate transaction, such as a sale, merger, reorganization or
liquidation involving the Company; or (d) any action similar to any of those
enumerated above.
Mr. Knight originally acquired the shares for the purpose of
evaluating whether a company he controls, Knight Textile Corporation, should
make an offer to purchase the Company. Mr. Knight has since determined to not
cause Knight Textile Corporation to make an offer to purchase the Company. Mr.
Knight holds the shares for investment purposes and intends to continue to
review his investment in the Company's Common Stock and may explore from time
to time in the future a variety of alternatives, including, without limitation,
one or more of the following: (a) the acquisition of additional securities of
the Company; (b) the disposition of all or any portion of securities of the
Company held by Mr. Knight; (c) an extraordinary corporate transaction, such as
a sale, merger, reorganization or liquidation involving the Company; or (d) any
action similar to any of those enumerated above.
On October 24, 2000, the Company filed a lawsuit claiming that Mr.
Rainsford and Mr. Knight had violated Section 13(d) of the Securities Exchange
Act of 1934. The Company claimed that, because of the agreements between Mr.
Rainsford and Mr. Knight disclosed by Mr. Rainsford to the Company and outlined
in his Schedule 13D, as amended, Mr. Rainsford and Mr. Knight were required to
file a Schedule 13D stating that they are acting as a group. Mr. Rainsford and
Mr. Knight have now filed this Schedule 13D in order to fully disclose the
possibility that they may be deemed a group for purposes of Section 13(d). Each
of Mr. Knight and Mr. Rainsford intend to vote in favor of Mr. Rainsford's
proposals for the annual shareholders' meeting as described above. Except with
respect to the foregoing, Mr. Knight and Mr. Rainsford disclaim beneficial
ownership of the Company's shares held by the other person.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby restated as follows:
Name Number of Shares Percentage
Bettis C. Rainsford 334,218 13.9%
Talmadge Knight 98,300 4.1%
Item 5(b) is hereby restated as follows:
(i) Sole power to vote or direct the vote:
Name Number of Shares
Bettis C. Rainsford 334,218
Talmadge Knight 98,300
(ii) Shared power to vote or direct the vote:
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Name Number of Shares
Bettis C. Rainsford 0
Talmadge Knight 0
(iii) Sole power to dispose or direct the disposition:
Name Number of Shares
Bettis C. Rainsford 334,218
Talmadge Knight 98,300
(iv) Shared power to dispose or direct the disposition:
Name Number of Shares
Bettis C. Rainsford 0
Talmadge Knight 0
Mr. Rainsford owns 329,424 shares directly. In addition, the number of
shares shown above as owned by Mr. Rainsford includes an aggregate of 4,794
shares owned by The Edgefield County Foundation, a charitable trust, as to
which Mr. Rainsford holds voting and investment power, but disclaims beneficial
ownership.
Item 5(c) is hereby restated as follows:
Mr. Knight acquired the 98,300 shares by purchase on the open market
on October 2, 2000. The price paid by Mr. Knight for each of the shares was
$1.04.
Item 7. Material Filed as Exhibits.
Exhibit 1 Joint Acquisition Statement pursuant to Rule 13d-1(k)(1).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 25, 2000
/s/ Bettis C. Rainsford
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Bettis C. Rainsford
/s/ Talmadge Knight
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Talmadge Knight
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13(D)-1(K)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the other, except to the extent that he knows or has reason to believe that
such information is inaccurate.
Dated: October 25, 2000
/s/ Bettis C. Rainsford
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Bettis C. Rainsford
/s/ Talmadge Knight
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Talmadge Knight
