Rule 424(b)(3)
File No. 333-32429
PROSPECTUS SUPPLEMENT NO. 2 DATED APRIL 3, 1998,
TO PROSPECTUS DATED OCTOBER 29, 1997
10,109,290 SHARES
ITHACA INDUSTRIES, INC.
COMMON STOCK (PAR VALUE $.01 PER SHARE)
This Prospectus Supplement is intended to be read in
conjunction with the Prospectus dated October 29, 1997.
---------------------
Attached hereto is the Current Report on Form 8-K for Ithaca
Industries, Inc. (the "Company").
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The date of this Supplement is April 3, 1998
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 of earliest event reported): March 24, 1998
ITHACA INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 000-22385 56-1385842
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Highway 268 West, P.O. Box 620, Wilkesboro, North Carolina 28697
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 667-5231
----------------------------
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Asset Purchase Agreement (the "Agreement") between
Ithaca Industries, Inc., a Delaware corporation ("Ithaca" or the "Company"), and
Glendale Hosiery Company, a North Carolina corporation ("Glendale"), dated as of
March 13, 1998, Ithaca acquired substantially all of the assets of Glendale on
March 24, 1998 (the "Closing Date").
Glendale is in the business of manufacturing, marketing and
distributing women's hosiery. The purchased assets include substantially all the
assets of Glendale. In addition, Ithaca assumed substantially all of Glendale's
ordinary course liabilities. The Company currently intends to use the acquired
assets in the combined hosiery business.
The consideration paid by the Company was determined pursuant to arm's
length negotiations. The Agreement required Ithaca, on the Closing Date, to pay
Glendale 90% of Glendale's net worth (within 60 days of the Closing Date, the
Company will conduct an audit of Glendale's closing balance sheet in accordance
with GAAP, and the purchase price will be finalized based on this final audit),
plus $1.5 million in cash, plus $2 million in Ithaca common stock, calculated
according to a formula market price based on the average closing price of
Ithaca's common stock on the 20 trading days prior to the Closing Date. Under
the Agreement, Ithaca could not issue more than 400,000 shares of Ithaca common
stock and if the market price as determined under the formula was less than
$5.00 per share, then Ithaca was to deliver a 10% subordinated promissory note
in the principal amount equal to the amount by which $2 million exceeded the
market value of the common stock so delivered. In addition under the Agreement,
Ithaca is obliged to pay an additional $500,000 in cash in five quarterly
installments of $100,000 commencing on the last day of the first full fiscal
quarter following the Closing Date, and was required to refinance up to $9.0
million of Glendale's outstanding bank indebtedness.
The acquisition was financed by $110 million in senior credit
facilities ("Senior Credit Facilities"). The Senior Credit Facilities include a
five-year bank credit facility consisting of a $25 million term loan and up to
$70 million in revolving credit loans to be provided by a syndicate of banks led
by NationsBank, N.A. The Senior Credit Facilities also include an additional $15
million term loan provided by Foothill Capital Corporation and arranged by
NationsBanc Montgomery Securities LLC. The Senior Credit Facilities were also
used to refinance Ithaca's existing credit agreement with another bank syndicate
and will also be used for general corporate purposes.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The Company currently expects that it will file the required financial
statements when they are available, but no later than June 8, 1998.
(B) PRO FORMA FINANCIAL INFORMATION
The Company expects to file pro forma financial information with
respect to assets acquired by the Company referenced in Item 2 above when they
are available, but no later than June 8, 1998.
(C) EXHIBITS
Exhibit Number Description
-------------- -----------
2 Asset Purchase Agreement between Ithaca
Industries, Inc. and Glendale Hosiery
Company dated March 13, 1998. The
schedules and exhibits to the foregoing
Asset Purchase Agreement have been
omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted
schedule and exhibit will be furnished
supplementally to the Securities and
Exchange Commission upon request.
99.1 Press Release of Ithaca Industries, Inc. dated
March 16, 1998.
99.2 Press Release of Ithaca Industries, Inc. dated
March 25, 1998.
4
SIGNATURE
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: April 3, 1998 By: /s/ Richard P. Thrush
-------------------------
Richard P. Thrush
Senior Vice President - Finance
and Administration, Chief Accounting
and Principal Financial Officer
5
Exhibit Number Description
-------------- -----------
2 Asset Purchase Agreement between Ithaca
Industries, Inc. and Glendale Hosiery
Company dated March 13, 1998.
99.1 Press Release of Ithaca Industries, Inc. dated
March 16, 1998.
99.2 Press Release of Ithaca Industries, Inc. dated
March 25, 1998.