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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. 3)*
Nautica Enterprises, Inc.
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(Name of Issuer)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
857304100
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(CUSIP Number)
Charles M. Modlin, Esq., 132 EAB Plaza, Uniondale, New York 11556-0132
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
12/1/95
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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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SEC 1746 (9-88) 1 of 7
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SCHEDULE 13D
CUSIP NO. 857304100 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey Sanders
S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,343,220
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,600,330
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,343,220
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,177,670
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.88%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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Page 3 of 5 Pages
Item 1. Security and Issuer.
This Schedule relates to shares of common stock, $.10 par
value (the "Common stock"), of Nautica Enterprises, Inc., a Delaware corporation
(the "Company"). The principal executive offices of the Company are located at
40 West 57th Street, New York, New York 10019.
Item 2. Identity and Background.
(a) The name of the person filing this Schedule is Harvey
Sanders.
(b) The business address of Mr. Sanders is 40 West 57th
Street, New York, New York 10019.
(c) Mr. Sanders is Chairman of the Board, President and a
director of the Company.
(d) Mr. Sanders has not been convicted during the past
five years in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Sanders has not been, during the last five years,
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not and is not subject to 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) Mr. Sanders is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Mr. Sanders sold 250,000 shares of Common Stock of the Company
in brokerage transactions between October 12, 1995 and November 1, 1995. See
Item 5(c) below.
Mr. Sanders has no current plan or proposal which relates to
or would result in (i) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries, (iii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (iv) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (v) any material
change in
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Page 4 of 5 Pages
the present capitalization or dividend policy of the Company, (vi) any other
material change in the Company's business or corporate structure, (vii) any of
the Company's securities being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system or
registered national securities exchange, (viii) any of the Company's securities
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, (ix) changes in the Company's charter or
by-laws or other actions which may impede the acquisition of control of the
Company by any person, (x) any other material change in the Company's business
or corporate structure or similar to any of the enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Sanders beneficially owns 2,177,670 shares of
Common Stock; 159,450 of which he has the right to acquire pursuant to stock
options and 675,000 shares of which are owned by the Harvey Sanders Grantor
Retained Income Trust. These shares represent 10.88% of the outstanding shares
of Common Stock of the Company.
(b) Mr. Sanders has sole power to vote 1,343,220 shares
of Common Stock with respect to all matters, except that Mr. Sanders and Mr.
Chu, Executive Vice President and a director of the Company, have agreed to vote
all of their respective shares of Common Stock to ensure that Mr. Sanders and
Mr. Chu, or their respective nominees, will be elected to the Board of Directors
of the Company. Accordingly, Mr. Sanders has shared power to vote 1,600,330
shares for the above, 257,110 of which are beneficially owned by Mr. Chu.
(c) Mr. Sanders sold 250,000 shares of Common Stock of
the Company between October 12, 1995 and November 1, 1995. Attached hereto and
incorporated herein by reference is a schedule of such sales.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationship With respect to Securities of the Issuer.
Not applicable.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
DATED: December 15, 1995
/s/ Harvey Sanders
------------------------------
Harvey Sanders
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SCHEDULE TO AMENDMENT NO. 3 TO
SCHEDULE 13-D FOR HARVEY SANDERS
<TABLE>
<CAPTION>
TRANSACTION DATE SHARES SOLD PRICE/SHARE
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<S> <C> <C>
10/12/95 25,000 $35.250
10/13/95 10,000 35.250
10/13/95 7,000 35.00
10/16/95 2,500 34.125
10/16/95 2,500 34.125
10/17/95 7,250 34.125
10/17/95 48,750 33.750
10/17/95 2,000 34.000
10/18/95 2,500 33.875
10/19/95 1,250 34.125
10/23/95 2,000 33.500
10/24/95 31,000 33.500
10/24/95 1,500 33.750
10/31/95 15,000 33.875
10/31/95 9,250 33.750
10/31/95 15,000 33.625
10/31/95 5,000 33.500
10/31/95 12,500 34.000
11/01/95 5,000 35.500
11/01/95 5,000 35.375
11/01/95 13,000 34.750
11/01/95 20,000 34.500
11/01/95 7,000 34.250
</TABLE>
