UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report Date (Date of earliest event reported) August 22, 1997
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ITHACA INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22385 56-1385842
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Highway 268 West, P.O. Box 620, Wilkesboro, NC 28697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 667-5231
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Item 5. OTHER EVENTS
The Company and the financial institutions party to the Company's Amended
and Restated Credit Agreement, dated December 16, 1996 (the "Credit Agreement"),
have entered into Amendment No. 1 to the Credit Agreement, which is attached
hereto as an exhibit and is incorporated herein by reference, principally in
order to modify certain financial covenants contained therein to more closely
reflect the Company's current operating results. As previously reported, the
Company has been unable to achieve the level of sales revenue set forth in the
Company's Business Plan.
As of August 28, 1997, the Company had $41.9 million outstanding under its
term loan facility, and $6.7 million of letters of credit and $20.5 million of
borrowings outstanding under its revolving loan facility. At such date, the
Company had $27.7 million of additional borrowing capacity under its revolving
loan facility. The total borrowings are significantly below the outstanding
levels of debt anticipated by the Company's Business Plan.
The Company believes that based on its current and anticipated levels of
operations it will maintain compliance with the financial covenants set forth in
the Credit Agreement, as amended; however, there can be no assurance that the
Company will be able to do so if its actual financial results in the future are
significantly below the Company's current expectations.
This Report contains certain forward-looking statements that are subject
to a number of significant uncertainties and contingencies, including the
matters set forth in the Company's Annual Report on Form 10-K for the fiscal
year ended February 1, 1997, dated May 2, 1997, under the caption "Special Note
Regarding Forward-Looking Statements," which note is incorporated herein by
reference.
Item 7. FINANCIAL STATEMENTS & EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBITS
99 Amendment No. 1 dated as of August 22, 1997, to the Amended
and Restated Credit Agreement among Ithaca Industries, Inc.,
various banks, Canadian Imperial Bank of Commerce as co-agent
and Bankers Trust Company as agent, originally dated as of
December 1, 1992 and amended and restated as of December 16,
1996.
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 hereunto duly authorized.
ITHACA INDUSTRIES, INC.
Date: August 29, 1997 By: /s/ Eric N. Hoyle
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Eric N. Hoyle
Senior Vice President - Finance
and Administration, Chief Accounting and
Principal Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS
99 Amendment No. 1, dated as of August 22, 1997, to the Amended
and Restated Credit Agreement among the Ithaca Industries,
Inc., various banks, Canadian Imperial Bank of Commerce as
co-agent and Bankers Trust Company as agent, originally dated
as of December 1, 1992 and amended and restated as of December
16, 1996.