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)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Duck Head Apparel Company, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
26410P 10 3
(CUSIP Number)
Micco Corporation, Post Office Box 6721, Greenville, SC 29606 (864) 271-7171
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2000
(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).
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SCHEDULE 13D
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CUSIP No. 26410P 10 3 Page 2 of 8 Pages
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Micco Corporation
1 EIN: 57-0551217
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
2 (See Instructions) (b) _____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO See Note 1 in response to Item 5
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
6 US
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING SOLE VOTING POWER
PERSON
7 124,063
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SHARED VOTING POWER
8 0
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SOLE DISPOSITIVE POWER
9 124,063
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SHARED DISPOSITIVE POWER
10 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,063
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _____
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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TYPE OF REPORTING PERSON*
14 CO
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ITEM 1. SECURITY AND ISSUER
----------------------------
a. Title and class of equity securities:
Common Stock
b. Name and address of principal executive offices of Issuer:
Duck Head Apparel Company, Inc.
1020 Barrow Industrial Parkway
Winder, GA 30680
ITEM 2. IDENTITY AND BACKGROUND
--------------------------------
a. Name of filing person:
Micco Corporation
b. Address:
Post Office Box 6721
Greenville, SC 29606
c. Principal business:
Investments
d. During the last five years, neither Micco Corporation nor any of
its officers or directors has been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors).
e. During the last five years, neither Micco Corporation nor any of
its officers or directors has 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. Organization:
Organized under the laws of the State of South Carolina
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
----------------------------------------------------------
The shares of common stock of Duck Head Apparel Company, Inc. (the
"Issuer") reported in this Schedule 13D were distributed on June 30, 2000 to
Micco Corporation (the "Reporting Person") and its officers and directors
pursuant to the distribution of all shares of the Issuer's common stock (the
"Shares") by Delta Woodside Industries, Inc. ("Delta Woodside") to the
stockholders of Delta Woodside, including the Reporting Person and its officers
and directors. This distribution is more fully described in the Form 10/A,
Amendment No. 4, filed with the Securities and Exchange Commission by the Issuer
on June 8, 2000.
ITEM 4. PURPOSE OF TRANSACTION
-------------------------------
At this time, each of Micco Corporation and its officers and directors hold
its, his or her Shares primarily for investment and has no plan or proposal
which would result in:
a. The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the Issuer;
f. Any other material change in the Issuer's business or corporate
structure;
g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of these enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
---------------------------------------------
a. Aggregate number and percentage of class of securities
beneficially owned by the filing person:
Number of Shares Percentage
124,063 5.3%
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
124,063
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or direct the disposition:
124,063
(iv) Shared power to dispose or direct the disposition:
0
(v) Parties with whom stock powers are shared:
None
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF FILING
CORPORATION:
BUCK A. MICKEL:
a. Aggregate number and percentage of class of securities
beneficially owned by the filing person:
Number of Shares Percentage
158,742 6.8%
Mr. Mickel owns 34,392 shares of Issuer common stock directly and 287
shares of Issuer common stock as custodian for a minor child. In addition, Mr.
Mickel owns one-fourth of the outstanding shares and is an officer and director
of Micco Corporation, holder of 124,063 shares of common stock. Mr. Mickel
disclaims ownership of three-fourths of the shares beneficially owned by Micco
Corporation.
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
34,679 (see note above)
(ii) Shared power to vote or to direct the vote:
124,063 (see note above)
(iii) Sole power to dispose or direct the disposition:
34,679 (see note above)
(iv) Shared power to dispose or direct the disposition:
124,063 (see note above)
(v) Parties with whom stock powers are shared:
The power to vote and to direct the disposition of 124,063 shares of common
stock of the Issuer is shared with other executive officers and directors of
Micco Corporation.
CHARLES C. MICKEL:
a. Aggregate number and percentage of class of securities
beneficially owned by the filing person:
Number of Shares Percentage
149,694* 6.4%
* Mr. Mickel owns 25,621 shares of common stock of the Issuer directly or
as custodian for his minor children. In addition, Mr. Mickel owns one-fourth of
the outstanding shares and is a director and executive officer of Micco
Corporation, which beneficially owns 124,063 shares of common stock of the
Issuer. Mr. Mickel disclaims beneficial ownership of three-fourths of the shares
of common stock beneficially owned by Micco Corporation. The figure shown above
also includes 10 shares of common stock of the Issuer owned by Mr. Mickel's
wife, as to which Mr. Mickel disclaims beneficial ownership.
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
25,621
(ii) Shared power to vote or to direct the vote:
124,073
(iii) Sole power to dispose or direct the disposition:
25,621
(iv) Shared power to dispose or direct the disposition:
124,073
(v) Parties with whom stock powers are shared:
The power to vote and to direct the disposition of 124,063 shares of common
stock of the Issuer is shared with other executive officers and directors of
Micco Corporation. In addition, Mr. Mickel may be deemed to share the power to
vote and direct the disposition of 10 shares of common stock of the Issuer owned
by his spouse, Rachelle Mickel. Information with respect to Mrs. Mickel is set
forth below.
Rachelle Mickel
Mr. Mickel may be deemed to share the power to vote and direct the
disposition of 10 shares of common stock of the Issuer owned by his spouse,
Rachelle Mickel. Information with respect to Mrs. Mickel is set forth below:
a. Name: Rachelle Mickel
b. Resident Address:
714 Crescent Avenue
Greenville, SC 29601
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c. Occupation: Homemaker
Resident Address:
714 Crescent Avenue
Greenville, SC 29601
MINOR M. SHAW:
a. Aggregate number and percentage of class of securities
beneficially owned by the filing person:
Number of Shares Percentage
152,008 6.5%
Mrs. Shaw owns 26,223 shares of Issuer common stock directly. She also owns
274 shares as custodian for her children. In addition, Mrs. Shaw owns one-fourth
of the outstanding shares and is an officer and director of Micco Corporation,
holder of 124,063 shares of common stock. Mrs. Shaw disclaims beneficial
ownership of three-fourths of the shares of common stock beneficially owned by
Micco Corporation. The figure shown above also includes 1,448 shares
beneficially owned by Mrs. Shaw's husband through an individual retirement
account or as custodian for their children. Mrs. Shaw disclaims beneficial
ownership of the shares held by her husband.
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
26,223 (see note above)
(ii) Shared power to vote or to direct the vote:
125,785 (see note above)
(iii) Sole power to dispose or direct the disposition:
26,223 (see note above)
(iv) Shared power to dispose or direct the disposition:
125,785 (see note above)
(v) Parties with whom stock powers are shared:
Mrs. Shaw is an officer, director and one-fourth owner of Micco
Corporation, holder of 124,063 shares of Issuer common stock. Mrs. Shaw
disclaims ownership of three-fourths of the shares owned by Micco Corporation.
In addition, Mrs. Shaw may be deemed to share the power to vote and direct the
disposition of 1,448 shares of common stock beneficially owned by Mrs. Shaw's
husband through an individual retirement account or as custodian for their
children. Information with respect to Dr. Shaw is set forth below:
HAROLD SHAW
a. Name: Harold Shaw
b. Occupation: Ophthalmologist
Business Address:
Cross Creek Medical Park
20-A Medical Ridge Drive
Greenville, SC 29605
MINOR H. MICKEL:
a. Aggregate number and percentage of class of securities
beneficially owned by the filing person:
Number of Shares Percentage
157,804* 6.8%
* Mrs. Mickel owns 33,741 shares of the Issuer's common stock directly. In
addition, Mrs. Mickel owns one-fourth of the outstanding shares and is an
officer and director of Micco Corporation, holder of 124,063 shares of common
stock. Mrs. Mickel disclaims ownership of three-fourths of the shares owned by
Micco Corporation.
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
33,741
(ii) Shared power to vote or to direct the vote:
124,063
(iii) Sole power to dispose or direct the disposition:
33,741
(iv) Shared power to dispose or direct the disposition:
124,063
(v) Parties with whom stock powers are shared:
Mrs. Mickel is an officer, director and one-fourth owner of Micco
Corporation, holder of 124,063 shares of Issuer Common Stock. Mrs. Mickel
disclaims beneficial ownership of three-fourths of the shares owned by Micco
Corporation.
c. Description of transactions in the class of securities
effected during the past sixty days:
None, other that the receipt of the shares as described in response to Item
3.
d. Statement regarding right of any other person to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of such securities:
On April 30, 1999, Micco Corporation pledged 170,000 shares of common stock
of Delta Woodside to First Union National Bank as security for a line of credit
in the amount of $500,000. Additionally, on December 15, 1999, Micco Corporation
pledged an additional 279,234 shares of common stock of Delta Woodside as
security for the same line of credit. The bank has also accepted 44,923 shares
of the Issuer's common stock received by Micco Corporation in the transaction
described in the response to Item 3 above as collateral for this pledge. Under
certain circumstances, the number of shares pledged by Micco Corporation may be
changed. The consent of First Union National Bank must be obtained in order for
Micco Corporation to dispose of the shares or to pledge such shares to any other
entity. Pursuant to Rule 13d-3(d)(3), the bank is not to be treated as
beneficially owning any of the shares of common stock beneficially owned by
Micco Corporation.
e. Statement regarding the date on which the reporting person
ceased to be the beneficial owner of more than five percent
of the class of securities:
Not applicable.
ITEM 6.
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Contracts, Arrangements, Understandings, or Relationships with Respect to
Securities of Issuer:
Other than the relationships described in response to Item 5 above (which
description is incorporated herein by reference) there are there are no
contracts, arrangements, understandings or relationships (legal or otherwise) by
any person or entity described in response to Item 2 with any 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, put or calls, guarantees or profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7.
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Material to be Filed as Exhibits:
1. Security Agreement dated April 30, 1999 between Micco Corporation and First
Union National Bank.
2. Letter Agreement dated November 22, 1999 between Micco Corporation, RSI
Holdings, Inc. and First Union National Bank.
SIGNATURE
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.
Date: July 10, 2000
Micco Corporation
By: /s/ Charles C. Mickel
----------------------------
Vice President
