SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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
===============================================================================
Transaction Valuation* Amount of Filing Fee
$4,000,000 $800
===============================================================================
* 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>
Item 8. Additional Information
(e) The Company is extending its tender offer to purchase up to
1,000,000 shares of common stock at $4.00 per share until 5:00 p.m. Eastern
Daylight Time, on Friday, October 2, 1998. All other terms and conditions of the
tender offer remain unchanged.
Item 9. Material to be filed as Exhibits.
Exhibit 99.(a)-1 - Form of Offer to Purchase, dated August 18, 1998.(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
Exhibit 99.(a)-9 - Letter to Shareholders extending the Expiration Date.
Exhibit 99.(a)-10 - Form of Press Release announcing the extension of the
Expiration Date.
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)
- --------------------------------
(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>
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: September 16, 1998
3
<PAGE>
Exhibit Index
99.(a)-8 Form of Letter to Company's 401(k) Plan Participants.
99.(a)-9 Letter to Shareholders extending the Expiration Date.
99.(a)-10 Form of Press Release extending the Expiration Date.
5
<PAGE>
Exhibit 99.(a)-8
NITCHES, INC.
Offer to Purchase for Cash
Up to 1,000,000 Shares of its common Stock
at a Purchase Price of
$4.00 per Share
To: Nitches, Inc., 401(k) Plan Participants:
Enclosed for your consideration are the Offer to Purchase dated August
18, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") distributed in connection with the offer by
Nitches, Inc., a California corporation (the"Company"), to purchase for cash up
to 1,000,000 shares of its Common Stock (the "Shares"), at a price of $4.00 per
Share, upon the terms and subject to the conditions of the Offer.
All Shares properly tendered and not withdrawn prior to the expiration
of the Offer will be purchased at the Purchase Price, net to the seller in cash,
upon the terms and subject to the conditions of the Offer. The Company will
return all Shares not subject to the conditions of the Offer.
As the Trustee of the Nitches, Inc. 401(k) Plan, Putnam Fiduciary Trust
Company ("PFTC") or its nominees are the record holders of Shares held for you
in your Plan account(s). As such, they are the only ones who can tender those
Shares, and then only pursuant to your instructions. We are sending you the
enclosed Letter of Transmittal for your information only.
Please instruct us as to whether you wish PFTC to tender any or all of
the shares held for your Plan account(s) upon the terms and subject to the
conditions of the Offer.
We call your attention to the following:
1. The Offer is not conditioned on any minimum number of Shares being
tendered.
2. The Offer and withdrawal rights expire at 5:00 p.m., Eastern Daylight
time, on Wednesday, September 16, 1998, unless the Offer is extended.
3. The Offer is for up to 1,000,000 Shares, constituting approximately
49.70% outstanding as of August 18, 1998.
4. Tendering shareholders will not be obligated to pay brokerage
commissions, solicitation fees or, subject to Instruction 6 of the
Letter of Transmittal, stock transfer taxes in connection with the
Company's purchase of Shares pursuant to the Offer.
If you want to tender any or all of your Shares in your Plan account(s)
(held by PFTC for you), please so instruct us by completing, executing and
returning the attached instruction form to American Securities Transfer and
Trust Company, Inc. An envelope to return your instructions to us is enclosed.
If you authorize us to tender those Shares, we will tender all such Shares
unless you specify otherwise on the attached instruction form.
YOUR INSTRUCTIONS SHOULD BE FORWARDED IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. THE OFFER
AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON WEDNESDAY,
SEPTEMBER 16, 1998 UNLESS THE OFFER IS EXTENDED.
<PAGE>
As described in Section 1 of the Offer to Purchase, in the event that
prior to the expiration of the Offer a greater number of Shares than 1,000,000
Shares are properly tendered and not withdrawn, the Company will accept all
Shares properly tendered and not withdrawn prior to the expiration of the Offer
on a pro rata basis (with adjustments to avoid purchase of fractional Shares)
based upon the number of such Shares.
The Company is not aware of any jurisdiction where the making of the
Offer is not in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to comply with
such law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tender be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction. In any
jurisdiction the securities or blue sky laws of which require the Offer to be
made by a licensed broker or dealer, the Offer is being made on the Company's
behalf by a registered broker or dealer licensed under the laws of such
jurisdiction.
If you have any questions concerning the Offer or the procedure for
tendering your Plan Shares, you may contact D. F. King & Co., Inc. at (800)
347-4750.
NITCHES, INC.
<PAGE>
Instructions with Respect to Offer to Purchase for Cash
up to 1,000,000 Shares of Common Stock
of
NITCHES, INC.
At a Purchase Price of
$4.00 per Share
To: American Stock Transfer & Trust:
The undersigned acknowledge(s) receipt of Nitches, Inc.'s letter and
the enclosed Offer to Purchase dated August 18, 1998 and the related Letter of
Transmittal (which together constitute the "Offer") in connection with the offer
by Nitches, Inc., a California corporation (the "Company"), to purchase for cash
up to 1,000,000 Shares of its Common Stock (the "Shares"), at a price of $4.00
per Share, upon the terms and subject to the conditions of the Offer.
The undersigned hereby instruct(s) you to cause to be tendered to the
Company the number of Shares specified below or, if no number is specified, all
Shares held for the account of the undersigned in the Nitches, Inc. 401(k) Plan
account, upon the terms and subject to the condition of the Offer.
Aggregate number of Shares to be tendered for the undersigned.
___________ Shares
SIGNATURE(S)
Signature(s)_______________________________________________________________
Dated: ______________________________________________________________, 1998
Name(s) and Address(es) (Please Print)_____________________________________
___________________________________________________________________________
___________________________________________________________________________
Area Code(s) and Telephone Number(s)_______________________________________
Taxpayer Identification or Social Security Number(s)_______________________
<PAGE>
Exhibit 99.(a)-9
Letter to Shareholders
September 16, 1998
To Our Shareholders:
Nitches, is extending its offer to purchase up to 1,000,000 shares of its common
stock (representing approximately 49.70% of the currently outstanding shares)
through a tender offer at $4.00 per share until 5:00 p.m., Eastern Daylight
Time, on Friday, October 2, 1998. 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 1,000,000 shares are tendered. 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) 347-4750.
Sincerely,
Steven P. Wyandt
President
<PAGE>
Exhibit 99.(a)-10
Form of Press Release
FOR IMMEDIATE RELEASE
SUBJECT: Expiration Date for Tender Offer extended to 5:00 p.m., Eastern
Daylight Time, October 2, 1998.
CONTACT: Steven P. Wyandt (619) 625-2633
SAN DIEGO, CALIFORNIA, SEPTEMBER 15, 1998 -- Nitches, Inc. (NASDAQ --
NICH) announced today that it has extended the expiration date of its
recent tender offer for its shares until 5:00 p.m., Eastern Daylight
Time, October 2, 1998. The original Offer to Purchase up to 1,000,000
shares of outstanding common stock for a cash price $4.00 per share
was to expire at 5:00 p.m. Eastern Daylight Time, September 16, 1998.
All other terms and conditions to the tender offer remain unchanged.
Additional information may be obtained from the information agent for
the offer, D.F. King & Co., Inc. at (800) 347-4750.
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