BEEBAS CREATIONS INC
8-K, 1995-07-18
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                               -----------------


                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



                                 JULY 17, 1995
                                (Date of Report)





                            BEEBA'S CREATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)


                          Commission File No. 0-13851


        California                                         95-2848021
(State or Other Jurisdiction                   (IRS Employer Identification No.)
    of Incorporation)



                               9220 Activity Road
                          San Diego, California 92126
                    (Address of Principal Executive Offices)


                                 (619) 549-2922
                          (Registrant's Telephone No.)



                                                            Exhibit Index Page 3

<PAGE>   2

ITEM 5.  OTHER EVENTS

        The Company has announced a tender offer for its shares.  The offer is
for up to 1,200,000 shares at a price of $8.00 per share in cash.  The tender
offer period will commence on July 20 and will remain open until expired at
5:00 p.m., Eastern Daylight time, on Friday, August 18, 1995.

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  July 17, 1995                              BEEBA'S CREATIONS, INC.



                                                   By:  THOMAS P. BAUMANN
                                                      ------------------------
                                                       Thomas P. Baumann
                                                       Chief Financial Officer





<PAGE>   3

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                         Sequentially
Exhibit Number                    Description                            Numbered Page
- --------------                    -----------                            -------------
     <S>           <C>                                                        <C>
     2.1           Schedule 13E-4 Issuer Tender Offer Statement                *

     2.2           Form of Letter to Shareholders                              4

     2.3           Form of Press Release                                       5
</TABLE>

* Incorporated by reference from Schedule 13E-4 filed with the Securities and
Exchange Commission on July 17, 1995.






<PAGE>   1

                                                                     EXHIBIT 2.2



July 20, 1995


To Our Shareholders:

Beeba's Creations, Inc. is offering to purchase up to 1,200,000 shares of its
common stock (representing approximately 50% of the currently outstanding
shares) from its shareholders through a tender offer at $8.00 per share.

All of the shares that are properly tendered (and which have not been withdrawn
prior to the expiration of the offer) will, subject to possible proration, be
purchased.  All shares that have been tendered and not purchased will be
returned promptly to the shareholders.  The tender offer is not conditioned on
any minimum number of shares being tendered.

The tender offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal.  If you wish to tender your shares, detailed
instructions on how to tender shares are also in the enclosed materials.  I
encourage you to read these materials carefully before making any decision with
respect to the tender offer.  Please note that the tender offer is scheduled to
expire at 5:00 P.M., New York City time, on Friday, August 18, 1995 unless
extended by the Company.


Sincerely,

Beeba's Creations, Inc.


By:
President




<PAGE>   1


                                                                     EXHIBIT 2.3



                             FOR IMMEDIATE RELEASE


Subject:  Beeba's Creations, Inc. today announced its offer to purchase up to
          1,200,000 shares of its outstanding common stock at a price of $8.00
          per share.

Contact:  Thomas P. Baumann (619) 549-2922


     SAN DIEGO, California, July 17, 1995 -- Beeba's Creations, Inc.
(NASDAQ-BEBA) announced today that it will make a tender offer for up to
1,200,000 shares of its outstanding common stock at a price of $8.00 per share.
The offering period will commence on July 20, 1995, and will remain open until
5:00 p.m. E.D.T. August 18, 1995.  Concurrent with this announcement, Beeba's
Creations, Inc. has filed a Schedule 13E-4 with the Securities and Exchange
Commission.  A copy of the offer can be obtained from the Information Agent,
D.F. King & Co., Inc. at (800) 669-5550.


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