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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 3
BEEBA'S CREATIONS, INC.
(Name of Issuer)
BEEBA'S CREATIONS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK
(Title of Class of Securities)
076590108
(CUSIP Number of Class of Securities)
Steven P. Wyandt
President
Beeba's Creations, Inc.
9220 Activity Road
San Diego, California 92126
(619) 549-2922
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
James A. Mercer III
Luce, Forward, Hamilton & Scripps
600 West Broadway, Suite 2600
San Diego, CA 92101
(619) 699-2447
JULY 20, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$9,600,000 $1,920
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* Based upon $8.00 cash per share for 1,200,000 shares.
[X] Check here if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $1,920 Filing Party: Beeba's Creations, Inc.
Form or Registration No.: Schedule 13e-4 Date Filed: July 17, 1995
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ITEM 8. ADDITIONAL INFORMATION
(e) The Company recently completed the sale of various assets
associated with its junior, girls and maternity woven and knit tops and bottoms
product lines to Design and Source Holding Company, Ltd. The essential terms
of the transaction are described in the Company's press release which is
incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
99(a)(4) Revised form of Notice to Shareholders announcing the sale
and extending the Offer.
99(a)(6) Form of Press Release announcing the sale.
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SIGNATURE
After due 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.
BEEBA'S CREATIONS, INC.
By: STEVEN P. WYANDT
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Steven P. Wyandt, President
Dated: August 22, 1995
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EXHIBIT INDEX
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Exhibit No. Description
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99(a)(4) Revised form of Notice to Shareholders announcing the sale and
extending the Offer.
99(a)(5) Form of Press Release announcing the sale.
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Exhibit 99(a)(4)
Revised Form of Notice to Shareholders
August 22, 1995
To our Shareholders:
Beeba's Creations, Inc. is extending its offer to purchase up to 1,200,000
shares of its common stock (representing approximately 50% of the currently
outstanding shares) through a tender offer at $8.00 per share until 5:00 p.m.,
Eastern Daylight Time, on Friday, September 1, 1995. The offer is not subject
to any minimum tender being received, but shares tendered are subject to
acceptance on a pro rata basis in the event that more than 1,200,000 shares are
tendered. On August 18, 1995, the Company completed the sale of various assets
used in its junior product lines to Design and Source Holding Company, Ltd.,
a New York corporation, for $1.7 million in cash and a promissory note.
Additional details concerning that sale, including a one time "restructuring"
charge against earnings, are contained in the Company's press release which is
enclosed for your convenience.
The tender offer is explained in detail in the Offer to Purchase and
Letter of Transmittal which were previously delivered to you. Except as
described in this letter, all of the terms and conditions of the tender offer
remain unchanged. If you have already tendered your shares, you do not need to
take any additional action at this time.
If you have not tendered your shares and wish to do so, detailed instructions
on how to tender shares are included in the previously delivered materials. I
encourage you to read these materials carefully before making any decisions
with respect to the tender offer. Additional copies of these materials can be
obtained from D.F. King & Co., Inc. at (800) 669-5550.
Sincerely,
Steven P. Wyandt
President
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Exhibit 99(a)(5)
Form of Press Release
FOR IMMEDIATE RELEASE
Subject: Sale of junior product lines to Design and Source Holding Company,
Ltd. for $440,000 gain.
Pretax restructuring charge of $1.5 to $1.8 million to be recorded
in fourth quarter.
Contact: Steven P. Wyandt
(619) 549-2922
SAN DIEGO, California, August 22, 1995 -- Beeba's Creations, Inc.
announced today that it had sold various assets associated with its junior,
girls and maternity woven and knit tops and bottoms product lines to Design and
Source Holding Company, Ltd. ("DSHC") for $750,000 cash and a five year note for
$950,000. The Company will report a one-time pretax gain of approximately
$440,000 from the transaction in its fourth fiscal quarter. The long-term note
will be accounted for on an installment basis. These product lines generated
approximately $42 million in net sales for the Company in its fiscal year
ended August 31, 1994 and $16 million for the nine months ended May 31, 1995.
DSHC is a privately held New York corporation whose shareholders are
Pamela Grunder, Haresh Tharani and Sumant Chandiramani. Ms. Grunder was a
retailer and former outside director of Body Drama, Inc., a subsidiary of the
Company. Mr. Tharani is a manufacturer and importer of ladies apparel. Mr.
Chandiramani was previously employed by the Company as manager of the product
lines.
Concurrent with the execution of the sale agreement, the Company
licensed to DSHC, on an exclusive, royalty-free basis, the various trademarks
associated with the product lines including the BCI Clothing Company name, and
subleased a portion of the Beeba's showroom located at 1450 Broadway, New York,
New York.
The Company will submit a proposal to its shareholders for approval at
the January 1996 Annual Shareholders Meeting to change the Company's name from
Beeba's Creations, Inc. A new name for the Company has not yet been selected.
The Company also announced that it will record a pretax restructuring
charge of approximately $1.5 million to $1.8 million in its fourth fiscal
quarter.
As stated in its Tender Offer which expires September 1, 1995, the
Company has determined to pursue a strategy of seeking niche product markets
which offer the potential for higher profit margins. The sale of the product
lines is consistent with the Company's determination to sell or discontinue
product lines which have historically contributed to gross revenues, but have
not generated significant profits in recent years. The Company also intends to
reduce its overhead in connection with these dispositions. However, no
assurance can be given that the Company's efforts in this regard will result in
increased profit margins or profitability. The Company periodically evaluates
acquisitions or interests in, or combinations with, other companies engaged in
businesses that may or may not be related to the Company's current business. it
will continue to do so in the future, with an emphasis for seeking product
markets in the apparel industry which offer the potential for above average
profit margins. In connection with these activities, the Company may consider
issuing addtional equity securities or incurring indebtedness.
Beeba's Creations, Inc. is an importer and wholesaler distributor of
women's garments, manufactured to its specifications primarily in foreign
countries. The Company's shares are traded on the National Market System and
quoted in newspapers throughout the country.
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