-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3h5RlKd9kDezei7r+yIK9HjFaSutgdooSdWJBDc95Sr3Pb9KjVhzip4sHtiPqyt L0l25wz739jT0bVa8JPVLw== 0000950103-03-001765.txt : 20030827 0000950103-03-001765.hdr.sgml : 20030827 20030827153142 ACCESSION NUMBER: 0000950103-03-001765 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAUTICA ENTERPRISES INC CENTRAL INDEX KEY: 0000093736 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 952431048 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37088 FILM NUMBER: 03868543 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125415990 MAIL ADDRESS: STREET 1: 40 W 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: STATE O MAINE INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST KNITTING MILLS INC DATE OF NAME CHANGE: 19751124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: V F CORP CENTRAL INDEX KEY: 0000103379 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 231180120 STATE OF INCORPORATION: PA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 628 GREEN VALLEY RD., STE. 500 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: (336)547-6000 MAIL ADDRESS: STREET 2: PO BOX 21488 CITY: GREENSBORO STATE: NC ZIP: 27420 FORMER COMPANY: FORMER CONFORMED NAME: VF CORPORATION DATE OF NAME CHANGE: 19900621 FORMER COMPANY: FORMER CONFORMED NAME: VANITY FAIR MILLS INC DATE OF NAME CHANGE: 19690520 SC 13D/A 1 aug2708_13d.htm Schedule 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*

Nautica Enterprises, Inc.
(Name of Issuer)
 
Common Stock, Par Value
$0.10 Per Share
(Title of Class of Securities)
 
0006390891
(CUSIP Number)
 
Candace S. Cummings
VF Corporation
105 Corporate Center Boulevard
Greensboro, North Carolina 27408
(336) 424-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
Copies to:
George R. Bason, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
 
 
August 27, 2003
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . o

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 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).

Page 1 of 4 Pages



CUSIP No. 0006390891 13D Page 2of 4 Pages 

1 NAME OF REPORTING PERSONS:   VF CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 23-1180120
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*

OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION

PENNSYLVANIA
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 		7 SOLE VOTING POWER

100
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

100
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100%
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

100%
14 TYPE OF REPORTING PERSON

CO

Page 2 of 4


VF Corporation, a Pennsylvania corporation (“VF”) hereby amends and supplements its Report on Schedule 13D, originally filed on July 11, 2003 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to the shares of common stock, $0.10 par value (the “Shares”) of Nautica Enterprises, Inc., a Delaware corporation (“Nautica”).

Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

     Item 3. Source and Amount of Funds or Other Consideration.

The aggregate amount of funds required for the Merger referred to below was approximately $600 million and was obtained primarily from commercial paper borrowings.

     Item 4. Purpose of Transaction.

On August 27, 2003, pursuant to the Merger Agreement, Merger Subsidiary merged with and into Nautica, with Nautica as the Surviving Corporation. All of the issued and outstanding Shares of Nautica (other than Shares held as treasury stock or owned by VF or any subsidiary of VF) were converted into the right to receive $17.00 per Share, in cash, from VF.

As a result of the Merger, VF became the beneficial owner of all of the outstanding shares of common stock of the Surviving Corporation.

On August 27, 2003, trading in the Shares ceased and Nautica filed a Form 15 with the SEC requesting the deregistration of and termination of filing requirements under the Securities Exchange Act of 1934, as amended, with respect to the Shares.

Also on August 27, 2003, pursuant to the Purchase Agreement, VF purchased from DC & Co. the Purchased Rights. In consideration for the sale of the Purchased Rights by DC & Co., VF paid DC & Co. $38.0 million in cash on August 27, 2003, and will pay $33.0 million in cash on August 27, 2006, and $33.0 million in cash on August 27, 2007. DC & Co. will also have the right to receive payments in each of the five successive full fiscal years of VF commencing with the fiscal year ending January 1, 2005 in the event an annual gross revenue threshold is exceeded.

     Item 5. Interest in Securities of the Issuer.

(a)  As a result of the Merger, VF became the beneficial owner of all of the outstanding shares of common stock of the Surviving Corporation.

(b)  VF has sole power to vote all of the outstanding shares of common stock of the Surviving Corporation.


Page 3 of 4


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.

  VF CORPORATION
       
August 27, 2003                            
 By: /s/ Candace S. Cummings          
Date   Name: Candace S. Cummings
    Title: Vice-President – Administration,
General Counsel and Secretary

 

Page 4 of 4

 

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