SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
AMENDMENT NO. 1
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)
-----------
Exhibit Index on Page 3
1
<PAGE>
This is Amendment No. 1 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 8. ADDITIONAL INFORMATION.
The Offer expired at 5:00 p.m., Eastern Time, on Friday, September 6,
1996. On September 9, the Company issued a press release containing the
preliminary results of the Offer, which press release is set forth in Exhibit
(a)(9) hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by the addition of the following Exhibit:
(a)(9) Text of Press Release dated September 9, 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 9, 1996
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- --------------------------------------------------------------------------------
(a)(9) Press release dated September 9, 1996 4
3
<PAGE>
Exhibit (a)(9)
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, Elissa Grabowski
(212) 850-5600
FOR IMMEDIATE RELEASE
- ---------------------
MIKASA ANNOUNCES PRELIMINARY RESULTS OF ITS
DUTCH AUCTION TENDER OFFER
Long Beach, Calif. (September 9, 1996) -- Mikasa, Inc. (NYSE:MKS) today
announced that, based on a preliminary count by the depositary for its "Dutch
Auction" self-tender offer, the Company expects to purchase approximately
1,688,647 shares of its Common Stock from its stockholders at a price of $11.25
per share, in accordance with the terms of the offer. The tender offer expired
at 5:00 p.m., Eastern Time, on Friday, September 6, 1996. The exact number of
shares to be purchased will be determined upon final review of the validity of
all tender documentation, which is expected to occur within approximately one
week.
Under the terms of the tender offer, which commenced on August 8,
1996, the Company had offered to purchase up to 1,777,777 shares of its Common
Stock at a purchase price not greater than $11.25 nor less than $9.375 per
share. Mikasa announced that, based on a preliminary count, approximately
1,688,647 shares of Common Stock were properly tendered and not withdrawn,
including approximately 631,900 shares subject to guarantees of delivery.
Because the total number of shares tendered is less than the maximum number the
Company had offered to purchase, the Company expects to accept for purchase all
shares which were properly tendered and not withdrawn before the expiration of
the offer. Therefore, there will be no proration.
4
<PAGE>
The depositary for the tender offer, The First National Bank of
Boston, will be issuing payment for shares properly tendered and accepted as
soon as practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.
The shares to be purchased represent approximately 8.42% 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 18,357,206
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.
5
