UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)*
Ithaca Industries, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class Securities)
465679108
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP NO. 465679108
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13G PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
IRS No. 13-2740599
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 1,252,080
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,252,080
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,080
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 465679108
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13G PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
IRS No. 13-5674085
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 1,252,080
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER -0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 1,252,080
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,080
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
12 TYPE OF REPORTING PERSON*
BD
Schedule 13G
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ITEM I.
(a) Name of Issuer
Ithaca Industries, Inc.
(b) Address of Issuer's Principal Executive Offices
Highway 268 West
P.O. Box 620
Wilkesboro, North Carolina 28697
ITEM II.
(a) Name of Person Filing
(1) Merrill Lynch & Co., Inc.
(2) Merrill Lynch, Pierce, Fenner & Smith Incorporated
(b) Address of Principal Business Office or, if none, Residence
(1) World Financial Center, North Tower
250 Vesey Street
New York, NY 10281
(2) World Financial Center, North Tower
250 Vesey Street
New York, NY 10281
(c) Citizenship
(1) Delaware
(2) Delaware
(d) Title of Class of Securities
Common Stock, $.01 par value (the "Common Stock")
(e) CUSIP Number
465679108
ITEM III. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) /x/Broker or Dealer registered under Section 15 of the Act
(b) / /Bank as defined in section 3(a)(6) of the Act
(c) / /Insurance Company as defined in section 3(a)(19) of the Act
(d) / /Investment Company registered under section 8 of the Investment
Company Act
(e) / /Investment Adviser registered under section 203 of the
Investment Advisors Act of 1940
(f) / /Employee Benefit Plan, Pension Fund which is subject to the
provision of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section240.13d-1(b)(1)(ii)(F)
(g) /x/Parent Holding Company, in accordance with Section240.13d-
1(b)(1)(ii)(G) (Note: See Item 7)
(h) / /Group, in accordance with Section240.13d-1(b)(1)(ii)(H)
ITEM IV. OWNERSHIP:
(a) Amount Beneficially Owned
1,252,080
(b) Percent of Class
12.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote -0-
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(ii) shared power to vote or to direct the
vote 1,252,080
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(iii) sole power to dispose or to direct the
disposition of -0-
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(iv) shared power to dispose or to direct the
disposition of 1,252,080
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The filing of this schedule by Merrill Lynch & Co., Inc. ("ML&Co.")
shall not be construed as an admission that ML&Co. is, for purposes of
Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the beneficial owner of any securities covered by this
schedule. In addition, ML&Co. disclaims beneficial ownership of the Common
Stock of Ithaca Industries, Inc. beneficially owned by Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S").
ITEM V. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
ITEM VI. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM VII. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
MLPF&S, a wholly-owned subsidiary of ML&Co., is a broker-dealer
registered under Section 15 of the Exchange Act, and is the beneficial owner
of 12.5% of the Common Stock. MLPF&S has the power to receive, and to direct
the receipt of, dividends from, or the proceeds from the sale of, the Common
Stock.
ITEM VIII. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM IX. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM X. CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: May 9, 1997
Merrill Lynch & Co., Inc.
/s/ Richard B. Alsop
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Richard B. Alsop*
Attorney-In-Fact
* Signed pursuant to a power of attorney, dated November 17, 1995,
included as Exhibit B to the Schedule 13G filed by Merrill Lynch & Co.,
Inc. for Walden Residential Properties, Inc. and incorporated herein by
reference.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
/s/ Richard B. Alsop
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Richard B. Alsop**
Attorney-In-Fact
** Signed pursuant to a power of attorney, dated January 12, 1996,
included as Exhibit 3 to the Schedule 13D filed by Merrill Lynch,
Pierce, Fenner & Smith Incorporated for MK Rail Corporation and
incorporated herein by reference.
