SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 19, 1998
ITHACA INDUSTRIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 000-22385 56-1385842
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Highway 268 West, P.O. Box 620, Wilkesboro, North Carolina 28697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 667-5231
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 19, 1998, the Board of Directors of Ithaca Industries, Inc.
(the "Company" or the "Registrant"), on the recommendation of the Company's
audit committee, approved the engagement of PricewaterhouseCoopers L.L.P. as its
principal independent accountant to audit its financial statements and approved
the dismissal of KPMG Peat Marwick LLP ("KPMG") as its independent accountant.
KPMG's reports on the Registrant's financial statements for the past
two fiscal years have neither contained an adverse opinion, a disclaimer of
opinion nor a qualification or modification as to uncertainty, audit scope or
accounting principles. There has been no disagreement, during or subsequent to
the Registrant's past two fiscal years, between the Registrant and KPMG on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to their
satisfaction, would have caused KPMG to make reference to the subject matter of
such disagreement in connection with its report.
At no time during the past two fiscal years and subsequent period did
KPMG advise the Company: (i) that the internal controls necessary for the
Registrant to develop reliable financial statements do not exist; (ii) that
information has come to KPMG's attention that has led it to no longer be able to
rely on the Company's representations or that has made KPMG unwilling to be
associated with the financial statements prepared by the Company; (iii)(1) the
need to expand significantly the scope of KPMG's audit or that information has
come to its attention, that if further investigated, may (a) materially impact
the fairness or reliability of either a previously issued audit report or the
underlying financial statements issued or to be issued or (b) cause it to be
unwilling to rely on the Company's representations or be associated with the
Company's financial statements and (2) that due to its dismissal it did not
expand the scope of its audit or conduct further investigation; or (iv)(1) that
information has come to KPMG's attention that materially impacts the fairness or
reliability of either (a) a previously issued audit report or the underlying
financial statements or (b) the financial statements to be issued and (2) due to
its dismissal the issue has not been resolved to KPMG's satisfaction.
At no time during the past two fiscal years or any subsequent period
did the Registrant consult with PricewaterhouseCoopers L.L.P. regarding either
the application of accounting principles to a specified transaction or the type
of audit opinion which might be rendered on the Company's financial statements
or any matter of the sort described above with reference to KPMG.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Exhibit Number Description
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16 Letter from KPMG Peat Marwick LLP (to be filed
separately within two business days of its receipt
from KPMG)
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: August 21, 1998 By: /s/ Richard P. Thrush
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Richard P. Thrush
Senior Vice President - Finance and
Administration, Chief Accounting
and Principal Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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16 Letter from KPMG Peat Marwick LLP (to be filed
separately within two business days of its receipt
from KPMG)