Exhibit (a)(6)

                                   MEMORANDUM

TO:     Michael Wang
FROM:   James F. Haneschlager
DATE:   August 7, 2002
RE:     Nautica Enterprises, Inc. Offer to Exchange Options


         Set forth below is additional language to Section 14 of the Offer To
Exchange Options relating to potential tax consequences for non-U.S. holders of
Nautica stock options.

                  "While we believe that our employees who are subject to the
                  tax laws of other countries and jurisdictions will have the
                  same tax consequences as their U.S. counterparts, tax laws in
                  other countries may differ from those in the United States. In
                  certain countries, options may be taxable at the time when the
                  options are granted or when the options vest. In certain
                  jurisdictions, options may also be taxable when they are
                  exercised, and the sale of the underlying shares may be
                  subject to various taxes. We recommend that you consult your
                  own tax advisor with respect to foreign tax consequence of
                  participating in the Offer."

         Please call me if you have any questions.