<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)

(x) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the quarterly period ended November 30, 1996 or

( ) Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from                    to

Commission file number 0-6708

                           Nautica Enterprises, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                  95-2431048
(State or Other Jurisdiction of                  (I.R.S. Employer
Incorporation or Organization)                  Identification No.)

40 West 57th Street, New York, N.Y.                      10019
(Address of Principal Executive Offices)              (Zip Code)

Registrant's Telephone Number, including Area Code      (212)541-5990


--------------------------------------------------------------------------------
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                    Report)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                       BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court

Yes      No
    ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares of Common Stock outstanding as of January 10, 1997
was 42,044,791.
<PAGE>   2
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES

                                NOVEMBER 30, 1996
                                   (Unaudited)



                                      INDEX


<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
Part I - Financial Information:

         Item 1.  Financial Statements (Unaudited):

          Condensed Consolidated Balance Sheets
           As at November 30, 1996 and February 29, 1996...........        2

          Condensed Consolidated Statements of Earnings
          For the Nine and Three Month Periods Ended
            November 30, 1996 and 1995..............................       3

          Condensed Consolidated Statements of Cash Flows
          For the Nine Month Periods Ended
            November 30, 1996 and 1995..............................       4

         Notes to Condensed Consolidated Financial Statements.......       5

         Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations....       6

Part II - Other Information.........................................       9
</TABLE>
<PAGE>   3
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
          ASSETS
                                                        November 30,       February 29,
                                                            1996               1996
                                                        ------------       ------------
<S>                                                     <C>                <C>
Current assets:
  Cash and cash equivalents                             $ 77,864,927       $ 61,047,522
  Accounts receivable - net                               74,268,431         45,704,169
  Inventories                                             57,391,563         54,235,489
  Prepaid expenses and other current assets                3,906,173          5,290,473
  Deferred tax benefit                                     3,636,137          3,636,137
                                                        ------------       ------------
                   Total current assets                  217,067,231        169,913,790

Property, plant and equipment, net of
  accumulated depreciation and amortization               38,648,574         30,712,102

 Other assets                                              4,847,369          8,713,957
                                                        ------------       ------------

                                                        $260,563,174       $209,339,849
                                                        ============       ============

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                  $     50,000       $     50,000
  Accounts payable - trade                                20,540,337         15,440,362
  Accrued expenses and other current liabilities          26,776,041         19,140,265
  Income taxes payable                                     6,198,281          1,370,934
                                                        ------------       ------------
                   Total current liabilities              53,564,659         36,001,561

Long-term debt -net                                          150,000            200,000

Stockholders' equity:
  Preferred stock - par value $.01, authorized,
    2,000,000 shares; no shares issued
  Common stock - par value $.10, authorized,
    100,000,000 shares; issued 41,744,791 shares
    at November 30, 1996 and 41,354,806 shares at
    February 29, 1996                                      4,174,479          4,135,480
  Additional paid-in capital                              53,797,864         52,836,972
  Retained earnings                                      149,426,732        116,716,396
                                                        ------------       ------------
                                                         207,399,075        173,688,848
  Less:
    Common stock in treasury - at cost;
    1,570,070 shares at November 30, 1996
      and February 29, 1996                                  550,560            550,560
                                                        ------------       ------------
                   Total stockholders' equity            206,848,515        173,138,288
                                                        ------------       ------------

                                                        $260,563,174       $209,339,849
                                                        ============       ============
</TABLE>


The accompanying notes are an integral part of these statements.

                                      -2-
<PAGE>   4
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                           Nine Months Ended                      Three Months Ended
                                                              November 30,                            November 30,
                                                    --------------------------------        -------------------------------
                                                        1996                1995                1996               1995
                                                    ------------        ------------        ------------        -----------
<S>                                                 <C>                 <C>                 <C>                 <C>
Net Sales                                           $296,050,473        $232,821,187        $116,569,759        $90,818,599
Cost of goods sold                                   159,645,282         129,442,235          61,862,130         49,591,128
                                                    ------------        ------------        ------------        -----------
  Gross profit                                       136,405,191         103,378,952          54,707,629         41,227,471

Selling, general  and administrative expenses         86,661,608          67,305,834          30,078,589         22,602,866
Net royalty (income)                                  (2,809,418)         (1,504,624)         (1,227,017)          (717,363)
                                                    ------------        ------------        ------------        -----------
  Operating profit                                    52,553,001          37,577,742          25,856,057         19,341,968

Interest income, net                                   1,964,226           1,771,639             750,672            501,307
                                                    ------------        ------------        ------------        -----------

Earnings before provision for income taxes            54,517,227          39,349,381          26,606,729         19,843,275

Provision for income taxes                            21,806,891          15,739,754          10,642,691          7,937,306
                                                    ------------        ------------        ------------        -----------

Net earnings                                        $ 32,710,336        $ 23,609,627        $ 15,964,038        $11,905,969
                                                    ============        ============        ============        ===========
Earnings per share of common stock                  $       0.76        $       0.55        $       0.37        $      0.28
                                                    ============        ============        ============        ===========
Weighted average number of shares of
  common stock outstanding                            43,253,975          42,603,758          43,252,574         42,475,190
                                                    ============        ============        ============        ===========
Cash dividends per common share                         none                none                none                none
                                                    ============        ============        ============        ===========
</TABLE>


The accompanying notes are an integral part of these statements.


                                      -3-
<PAGE>   5
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                                 November 30,
                                                                      --------------------------------
                                                                          1996                1995
                                                                      ------------        ------------
<S>                                                                   <C>                 <C>
Cash flows from operating activities:
Net earnings                                                          $ 32,710,336        $ 23,609,627
                                                                      ------------        ------------
Adjustments to reconcile net earnings to net cash provided by
  operating activities:
  Depreciation and amortization                                          4,894,974           3,331,869
  Increase (decrease) in cash flows as a result of changes
    in asset and liability account balances:
  Accounts receivable, net                                             (28,564,262)        (15,004,109)
  Inventories                                                           (3,156,074)         (3,712,744)
  Prepaid expenses and other current assets                              1,384,300           1,917,864
  Other assets                                                          (1,340,588)           (281,408)
  Accounts payable                                                       5,099,975            (376,480)
  Accrued expenses and other current liabilities                         7,635,776           4,600,818
  Income taxes payable                                                   4,827,347           3,980,346
                                                                      ------------        ------------
Total adjustments                                                       (9,218,552)         (5,543,844)
                                                                      ------------        ------------

Net cash provided by operating activities                               23,491,784          18,065,783
                                                                      ------------        ------------
Cash flows from investing activities:
  Purchase of property, plant and equipment                            (12,424,270)        (11,327,249)
  Long-term investment                                                   4,800,000          (2,500,000)
                                                                      ------------        ------------
Net Cash used in investing activities                                   (7,624,270)        (13,827,249)
                                                                      ------------        ------------
Cash flows from financing activities:
  Principal payments on long-term debt                                     (50,000)            (50,000)
  Proceeds from issuance of common stock                                   999,891             863,870
                                                                      ------------        ------------
Net cash provided by financing activities                                  949,891             813,870
                                                                      ------------        ------------

Increase in cash and cash equivalents                                   16,817,405           5,052,404

Cash and cash equivalents at beginning of period                        61,047,522          49,153,556
                                                                      ------------        ------------

Cash and cash equivalents at end of period                            $ 77,864,927        $ 54,205,960
                                                                      ============        ============
Supplemental Information:

Cash payments for the periods ended:
Interest expense                                                      $     15,409        $     14,522
                                                                      ============        ============
Income taxes                                                          $ 16,975,046        $ 12,602,820
                                                                      ============        ============
</TABLE>



The accompanying notes are an integral part of these statements.


                                      -4-
<PAGE>   6
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 1996
                                   (Unaudited)



NOTE 1 -        The accompanying  financial  statements have been prepared
             without audit pursuant to the rules and regulations of the
             Securities and Exchange Commission. Certain information and
             footnote disclosures normally included in financial statements
             prepared in accordance with generally accepted accounting
             principles have been condensed or omitted pursuant to such rules
             and regulations. These statements include all adjustments,
             consisting only of normal recurring accruals, considered necessary
             for a fair presentation of financial position and results of
             operations. The financial statements included herein should be read
             in conjunction with the financial statements and notes thereto
             included in the latest annual report on Form 10-K.

NOTE 2 -        The results of operations  for the nine and three month  periods
             ended November 30, 1996 and 1995 are not necessarily indicative of
             the results to be expected for the full year.

NOTE 3 -        The Company utilized the last-in,  first-out "Lifo" method for
             inventories as at November 30, 1996 and February 29, 1996 and for
             the nine and three month periods ended November 30, 1996 and 1995.
             The "Lifo" inventory for the nine and three month periods ended
             November 30, 1996 and 1995 are based upon end of year estimates.
             Inventories at November 30, 1996 and February 29, 1996 consist
             primarily of finished goods.


                                      -5-
<PAGE>   7
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                NOVEMBER 30, 1996
                                   (Unaudited)

RESULTS OF OPERATIONS

For the Nine Months Ended November 30, 1996:

         Consolidated net sales increased 27.2% to $296.1 million in the nine
months ended November 30, 1996 as compared to $232.8 million in the comparable
prior year period. The increase is due primarily to increased sales of Nautica
products through its wholesale and retail operations. Nautica's wholesale sales
increased primarily due to the expansion of Nautica's in-store shop program,
sales to new retail customers and to additional locations of existing customers.
The increase in Nautica's wholesale sales is primarily due to increased unit
volume rather than price increases. The increase in retail sales is attributable
to the opening of new stores and to an increase in comparable store sales.

         Consolidated gross profit increased in the nine months ended November
30, 1996 to 46.1% of net sales, as compared to 44.4% in the comparable prior
year period. The net increase resulted primarily from a shift to the higher
margin Nautica wholesale products and to an increase in retail operations.

         Selling, general and administrative expenses as a percentage of net
sales increased to 29.3% in the nine months ended November 30, 1996 as compared
to 28.9% in the comparable prior year period. The net increase resulted
primarily from the continuing transition into expanded warehouse and
distribution facilities.

         Net royalty income increased by $1,305,000 in the nine months ended
November 30, 1996 as compared to the comparable prior year period. The increase
is a result of increased royalty revenue from new and existing licenses.

         Net interest income increased by $193,000 in the nine months ended
November 30, 1996 as compared to the comparable prior year period. The increase
is primarily the result of higher cash balances.

         The provision for income taxes remained constant at 40.0% of earnings
before income taxes for the nine month period ended November 30, 1996 as
compared to the comparable prior year period.

         Net earnings increased 38.6% to $32.7 million in the nine months ended
November 30, 1996 from $23.6 million in the comparable prior year period as a
result of the factors discussed above.


                                       -6-
<PAGE>   8
For the Three Months Ended November 30, 1996:

         Consolidated net sales increased 28.4% to $116.6 million in the three
months ended November 30, 1996 as compared to $90.8 million in the comparable
prior year period. The increase is due primarily to increased sales of Nautica
products through its wholesale and retail operations. Nautica's wholesale sales
increased primarily due to the expansion of Nautica's in-store shop program,
sales to new retail customers and to additional locations of existing customers.
The increase in Nautica's wholesale sales is primarily due to increased unit
volume rather than price increases. The increase in retail sales is attributable
to the opening of new stores and to an increase in comparable store sales.

         Consolidated gross profit increased in the three months ended November
30, 1996 to 46.9% of net sales, as compared to 45.4% in the comparable prior
year period. The net increase resulted primarily from a shift to the higher
margin Nautica wholesale products and to an increase in retail operations.

         Selling, general and administrative expenses as a percentage of net
sales increased to 25.8% in the three months ended November 30, 1996 as compared
to 24.9% in the comparable prior year period. The net increase resulted
primarily from the continuing transition into expanded warehouse and
distribution facilities and increased retail development and marketing costs
associated with the accelerated expansion of the Nautica Competition business.

         Net royalty income increased by $510,000 in the three months ended
November 30, 1996 as compared to the comparable prior year period. The increase
is a result of increased royalty revenue from new and existing licenses.

         Net interest income increased by $249,000 in the three months ended
November 30, 1996 as compared to the comparable prior year period. The increase
is primarily the result of higher cash balances.

         The provision for income taxes remained constant at 40.0% of earnings
before income taxes for the three month period ended November 30, 1996 as
compared to the comparable prior year period.

         Net earnings increased 34.1% to $16.0 million in the three months ended
November 30, 1996 from $11.9 million in the comparable prior year period as a
result of the factors discussed above.

                                       -7-
<PAGE>   9
LIQUIDITY AND CAPITAL RESOURCES

         During the nine months ended November 30, 1996, the Company generated
cash from operating activities of approximately $23.5 million. Increases in
accounts receivable and inventory of $28.6 and $3.2 million, respectively,
resulting from increased sales levels, were financed by cash generated from net
earnings, increases in accounts payable, accrued expenses and income taxes
payable. During the nine months ended November 30, 1995, the Company generated
cash from operating activities of approximately $18.1 million. Increases in
accounts receivable and inventory of $15.0 and $3.7 million, respectively,
resulting from increased sales levels, were financed by cash generated from net
earnings, increases in accrued expenses and income taxes payable.

         During the nine months ended November 30, 1996, the Company's principal
investing activities related to the expansion of the Company's warehouse and
distribution facilities and the continued expansion of Nautica in-store shops.
Expenditures for the Company's warehouse and distribution facilities are
substantially completed. The Company expects to continue to incur capital
expenditures to expand the in-store shop programs. At November 30, 1996 there
were no other material commitments for capital expenditures.

         The Company has $80.0 million in lines of credit with two commercial
banks available for short-term borrowings and letters of credit. These lines are
collateralized by wholesale inventory and accounts receivable. At November 30,
1996 letters of credit outstanding under the lines were $35.8 million and there
were no short-term borrowings outstanding.

         Historically, the Company has experienced its lowest level of sale's in
the first quarter and its highest level in the third quarter. This pattern has
resulted primarily from the timing of shipments to retail customers for spring
and fall seasons. In the future, the timing of seasonal shipments may vary by
quarter.

INFLATION AND CURRENCY FLUCTUATIONS

         The Company believes that inflation and the effect of fluctuations of
the dollar against foreign currencies has not had a material effect on the cost
of imports or the Company's results of operations.


                                       -8-
<PAGE>   10
                                     PART II

                                OTHER INFORMATION


Items 1  through 9. - All items are inapplicable except:


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibit 27.              Financial Data Schedule

(b)      Reports on Form 8-K.     None


                                       -9-
<PAGE>   11
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                       NAUTICA ENTERPRISES, INC.




                                               By: Harvey Sanders
                                                   --------------------------
                                                   Harvey Sanders
                                                     Chairman of the Board
                                                     and President
Date:  January 10, 1997



                                               By: Neal S. Nackman
                                                   --------------------------
                                                   Neal S. Nackman
                                                   V.P. Finance and
                                                     Chief Accounting Officer
Date:  January 10, 1997


                                      -10-