SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
FINAL AMENDMENT
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
-----------
MIKASA, INC.
(Name of Issuer)
(Name of Person(s) Filing Statement)
-----------
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
59862T 10 9
(CUSIP Number of Class of Securities)
-----------
Raymond B. Dingman
President and Chief Executive Officer
Mikasa, Inc.
20633 South Fordyce Avenue
Long Beach, CA 90810
(310) 886-3700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies of Communications to:
John D. Hussey, Esquire
Turner Swan, Esquire
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, CA 90071
(213) 620-1780
-----------
August 8, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
-----------
<PAGE>
This is the Final Amendment to the Issuer Tender Offer Statement on
Schedule 13E-4 of Mikasa, Inc. (the "Company") originally filed with the
Securities and Exchange Commission on August 8, 1996, in connection with the
Company's offer to purchase up to 1,777,777 shares (or such lesser number of
shares as are properly tendered) of its Common Stock, par value $.01 per share
("Shares"), at prices, net to the seller in cash, not greater than $11.25 nor
less than $9.375 per Share as specified by stockholders, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 8,
1996, and in the related Letter of Transmittal (which together constitute the
"Offer").
The Schedule 13E-4 is amended as follows:
Item 1. Security and Issuer.
--------------------
The Offer expired at 5:00 p.m., Eastern Time, on Friday, September 6,
1996. An aggregate of 1,686,658 shares were validly tendered and not withdrawn.
The Company accepted all of the Shares tendered for payment at a purchase price
of $11.25 per Share. The Company will pay an aggregate purchase price of
$18,974,902.50. On September 17, the Company issued a press release, a copy of
which is filed as Exhibit (a)(10) hereto and is incorporated herein by
reference.
Item 9. Material to be Filed as Exhibits.
---------------------------------
Item 9 is amended by the addition of the following Exhibit:
(a)(10) Text of Press Release dated September 17, 1996.
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.
Mikasa, Inc.
By /s/ RAYMOND B. DINGMAN
--------------------------------------
Raymond B. Dingman
President and Chief Executive Officer
Date: September 17, 1996
<PAGE>
Exhibit (a)(10)
FOR: Mikasa, Inc.
APPROVED BY: Brenda W. Flores
Chief Financial Officer
(310) 886-3700
CONTACT: Morgen-Walke Associates, Inc.
Doug Sherk, Jenifer Kirtland, David Gennarelli
(415) 296-7383
Emily Dupree, Andrew Cella
(212) 850-5600
FOR IMMEDIATE RELEASE
- --------------------------------------
MIKASA ANNOUNCES FINAL RESULTS OF ITS
DUTCH AUCTION TENDER OFFER
LONG BEACH, Calif. (September 17, 1996) -- Mikasa, Inc. (NYSE:MKS) today
announced the final results of the completion of its "Dutch Auction" self-tender
offer. The tender offer expired at 5:00 p.m., Eastern Time, on Friday, September
6, 1996.
The Company announced that an aggregate of 1,686,658 shares of its
Common Stock were properly tendered and not withdrawn. The Company has accepted
for purchase all of the shares properly tendered and not withdrawn and will pay
a purchase price of $11.25 per share, for an aggregate purchase price payment of
$18,974,902.50.
The depositary for the tender offer, The First National Bank of
Boston, will be issuing payment promptly for the shares accepted under the
tender offer. The shares to be purchased represent approximately 8.41% of the
shares outstanding immediately prior to the tender offer. After the purchase of
the shares pursuant to the offer, the Company will have approximately 18,359,195
shares of Common Stock outstanding. Dillon, Read & Co. Inc. acted as financial
advisor and Georgeson & Company Inc. acted as information agent for the Company
in connection with the tender offer.
Mikasa, Inc. is a leading designer, developer and marketer of
quality tabletop products in the United States and selected international
markets. The Company markets its products to retail accounts including
department stores, specialty retail stores and mass merchants, and through
Company operated retail stores.
