<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
NITCHES, INC.
(Name of Issuer)
NITCHES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK
(Title of Class of Securities)
65476M109
(CUSIP Number of Class of Securities)
Steven P. Wyandt
President
Nitches, Inc.
10280 Camino Santa Fe
San Diego, California 92121
(619) 625-2633
(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 LLP
600 West Broadway, Suite 2600
San Diego, CA 92101
(619) 699-2447
AUGUST 18, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
================================================================================
Transaction Valuation* Amount of Filing Fee
<S> <C>
$4,000,000 $800
================================================================================
</TABLE>
* Based upon $4.00 cash per share for 1,000,000 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.
Amount Previously Paid: $800 Filing Party: Nitches, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: August 18, 1998
================================================================================
<PAGE> 2
Item 8. Additional Information
The Company's Offer (as defined in the Offer to Purchase dated August
18, 1998, as amended) terminated at 5:00 p.m. Eastern Daylight Time, on
Wednesday, October 21, 1998. Pursuant to the Offer to Purchase, the Company
offered to purchase up to 1,000,000 shares of outstanding common stock for a
cash price $4.00 per share, with an option to purchase such additional amounts
of shares not to exceed 2% of the shares outstanding.
The Company received tenders for a total of 2,038,242 shares of its
common stock. In accordance with the terms of the Offer, the Company will
purchase, for $4.00 per share in cash, shares from all tendering shareholders on
a pro rata basis of approximately 50% of the number of shares tendered. The
Company anticipates the payments to be made on or about November 6, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 99.(a)-1 - Revised form of Offer to Purchase.(1)
Exhibit 99.(a)-2 - Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).(1)
Exhibit 99.(a)-3 - Form of Notice of Guaranteed Delivery.(1)
Exhibit 99.(a)-4 - Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.(1)
Exhibit 99.(a)-5 - Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.(1)
Exhibit 99.(a)-6 - Press Release issued by the Company on August 11, 1998.(1)
Exhibit 99.(a)-7 - Form of Letter to the Company's shareholders from the President of the Company,
dated August 18, 1998.(1)
Exhibit 99.(a)-8 Form of Letter to Company's 401(k) Plan Participants.(1)
Exhibit 99.(a)-9 - Letter to Shareholders extending the Expiration Date to October 2, 1998.(1)
Exhibit 99.(a)-10 - Form of Press Release announcing the extension of the Expiration Date to October 2,
1998.(1)
Exhibit 99.(a)-11 - Form of Press Release announcing extension of the Expiration Date to October 7,
1998.(1)
Exhibit 99.(a)-12 - Letter to Shareholders extending the Expiration Date to October 21, 1998.(1)
Exhibit 99.(a)-13 - Form of Press Release announcing extension of the Expiration Date to October 21,
1998.(1)
Exhibit 99.(a)-14 - Form of Press Release announcing the termination and results of the Offer.
Exhibit 99.(b) - Discount Factoring Agreement (including related agreements), effective October 1,
1998, between the Company and Congress Talcott Corporation (Western).(1)
Exhibit 99.(g) - Annual Report on Form 10-K for the year ended August 31, 1997; Quarterly Report
on Form 10-Q for the three-month period ended May 31, 1998.(2)
Exhibit 99.(h) - Independent Auditors' Consent.(1)
</TABLE>
- ----------
(1) Filed previously.
(2) The Company's Annual Report on Form 10-K was previously filed with the
SEC on August 28, 1997. The Companys Quarterly Report on Form 10-Q was
previously filed with the SEC on July 15, 1998.
2
<PAGE> 3
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.
NITCHES, INC.
By: /s/ STEVEN P. WYANDT
---------------------------
Steven P. Wyandt, President
Dated: November 2, 1998
3
<PAGE> 4
Exhibit Index
<TABLE>
<S> <C>
99.(a)-14 Form of Press Release announcing the termination of the Offer.
</TABLE>
4
<PAGE> 1
EXHIBIT 99.(a)-14
Form of Press Release
FOR IMMEDIATE RELEASE
SUBJECT: Company receives tenders for 2,038,242 shares.
CONTACT: D.F. King & Co., Inc. (800) 347-4750
SAN DIEGO, CALIFORNIA, OCTOBER 30, 1998 -- Nitches, Inc. (NASDAQ --
NICH) announced today that it has received tenders of a total of
2,038,242 shares of its common stock in connection with its previously
announced tender offer to purchase 1,000,000 shares of its common stock
at a price of $4.00 per share. The tender offer expired on October 21,
1998.
The shares tendered will be purchased by the Company from all tendering
shareholders on a pro rata basis of 50% utilizing a portion of the
additional 2% of total outstanding shares that the Company may purchase
as stated in the tender offer document. It is anticipated that payment
for shares purchased and the reissue of the balance shares to all
tendering shareholders will be completed by November 6, 1998.
# # #
