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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. 1)*
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 6, 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 o.
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 5 Pages)
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<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C> <C>
CUSIP NO. 26410P 10 3 PAGE 2 OF 5 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) [ ]
(b) [X]
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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 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 334,218
WITH -------------------------------------------------------------------------------------
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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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
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</TABLE>
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AMENDMENT NO. 1
TO SCHEDULE 13-D
This Amendment No. 1 amends 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.
Item 4. Purpose of Transaction
Item 4 is hereby restated as follows:
Mr. Rainsford continues to hold his shares for investment purposes,
although he did, on October 6, 2000, deliver to the Company a notice of intent
to nominate directors (including Mr. Rainsford) 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
Talmadge Knight, a nominee who beneficially owns 98,300, or 4.1%, of the
Company's Common Stock, 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 would result in
the disposition of Mr. Rainsford's shares. Mr. Rainsford has been advised that
Knight Textile Corporation, a company owned by Mr. Knight, may make an offer to
the Company to purchase all of the shares of the Company's Common Stock at a
price in excess of the current (as of the date hereof) market price of the
Common Stock.
Mr. Rainsford disclaims beneficial ownership of Mr. Knight's shares of
the Company's Common Stock and cannot give any assurance that Knight Textile
Corporation will make any offer for the purchase of the Company's Common Stock
or, if so, as to the price it would offer.
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. 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.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby restated as follows:
<TABLE>
<CAPTION>
Number of Shares Percentage
<S> <C>
334,218 13.9%
</TABLE>
Item 5(d) is hereby restated as follows:
Mr. Rainsford has pledged a total of 218,593 shares of Common Stock to
Carolina First Bank as security for certain loans. Under the loans in certain
circumstances, Carolina First Bank have the right to receive proceeds from the
sale of the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby restated as follows:
As discussed in Item 5, Mr. Rainsford has pledged a total of 218,593
shares of Common Stock to Carolina First Bank as security for certain loans.
See Item 4 for discussion of other arrangements.
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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 6, 2000
/s/ Bettis C. Rainsford
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Bettis C. Rainsford
