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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NITCHES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
65476M109
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(CUSIP Number)
Steven P. Wyandt
President
Nitches, Inc.
10280 Camino Santa Fe
San Diego, California 92121
(619) 625-2633
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1998
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box ( ).
*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 the
disclosures provided in a prior cover page.
The information required in 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
CUSIP No. 65476M109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luther Henderson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) __
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
12,000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,000
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.07%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
FOR
Luther Henderson
Item 1. Security and Issuer.
Securities: Common Stock
Issuer: Nitches, Inc.
10280 Camino Santa Fe
San Diego, California 92121
Item 2. Identity and Background. This Schedule 13D is filed on behalf of
Luther Henderson
a. Name: Luther Henderson
b. Business Address: c/o Nitches, Inc., 10280 Camino Santa Fe, San
Diego, California 92121.
c. Mr. Henderson is a Director of Nitches, Inc.
d. During the last five years, Mr. Henderson has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
e. During the last five years, Mr. Henderson has not been a party to a
civil proceeding of a judicial or administrative body which resulted in a
judgment, 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. Citizenship: Mr. Henderson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On November 18, 1998, in a privately negotiated transaction, Mr.
Henderson sold 97,704 shares of Nitches Inc.'s common stock to Mr. Steven
Wyandt. Mr. Henderson no longer holds 5% of the Common Stock of Nitches, Inc.
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Item 4. Purpose of Transaction.
a. Not applicable.
b. Not applicable.
c. Not applicable.
d. Not applicable.
e. Not applicable.
f. Not applicable.
g. Not applicable.
h. Not applicable.
i. Not applicable.
j. Not applicable.
Item 5. Interest in Securities of the Issuer.
a. Mr. Henderson was the beneficial owner of 109,704 shares of the
Issuer and therefore was deemed to beneficially own 9.77% of the Common Stock
outstanding.
b. Mr. Henderson had the sole power to vote the shares owned by him in
issuer.
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c. Within the last sixty days, Mr. Henderson has tendered all of the
shares of Common Stock owned by him to the Company in accordance with the
Company's recent tender offer which was completed on October 21, 1998. In
connection with the tender offer, Mr. Henderson exercised 50,000 outstanding
stock options in a cashless exercise and tendered the resulting shares to the
company.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits. The following are attached hereto
as exhibits:
None
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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: December 2, 1998
/s/ Luther Henderson
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Luther Henderson
