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
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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.
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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
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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.
New York, New York
as of August 22, 1997
Amendment No. 1 to the Amended and Restated Credit Agreement dated as of
December 16, 1996 (the "Credit Agreement") among Ithaca Industries, Inc.
(the "Borrower"), the financial institutions from time to time party
thereto (the "Banks"), Bankers Trust Company, as agent (the "Agent"), and
Canadian Imperial Bank of Commerce, as co-agent (the "Co-Agent").
WITNESSETH:
WHEREAS, the Banks have extended credit to the Borrower, and have
agreed to extend credit to the Borrower, in each case pursuant to the terms and
subject to the conditions set forth in the Credit Agreement; and
WHEREAS, the Borrower has requested that the Credit Agreement be
amended as set forth herein; and
WHEREAS, the Required Banks are willing to so amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein;
and
WHEREAS, capitalized terms used but not defined herein shall have
the meanings assigned to them in the Credit Agreement.
NOW THEREFORE, in consideration of the mutual agreement herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTION 9.09 OF THE CREDIT AGREEMENT.
Section 9.09 of the Credit Agreement is hereby amended by deleting the chart
appearing therein and substituting therefor the following:
A B
- -
Fourth quarter 1997 0.80:1
First quarter 1998 0.85:1
Second quarter 1998 0.95:1
Third quarter 1998 0.88:1
Fourth quarter 1998 0.70:1
First quarter 1999 0.78:1
Second quarter 1999 0.74:1
Third quarter 1999 0/76:1
Fourth quarter 1999 0.83:1
Thereafter until August 31, 1999 1.0:1
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2
SECTION 2. AMENDMENT TO SECTION 9.10 OF THE CREDIT AGREEMENT. Section 9.10
of the Credit Agreement is hereby amended by deleting the chart appearing
therein and substituting therefor the following:
A B
- -
Fourth quarter 1997 $16,000,000
First quarter 1998 $16,500,000
Second quarter 1998 $13,800,000
Third quarter 1998 $13,100,000
Fourth quarter 1998 $13,200,000
First quarter 1999 $14,900,000
Second quarter 1999 $15,300,000
Third quarter 1999 $16,600,000
Fourth quarter 1999 $18,400,000
and each quarter Thereafter until $31,500,000
August 31, 1999
SECTION 3. AMENDMENT TO SECTION 9.11 OF THE CREDIT AGREEMENT. Section 9.11
of the Credit Agreement is hereby amended by deleting the chart appearing
therein and substituting therefor the following:
A B
- -
Fourth quarter 1997 1.3:1
First quarter 1998 1.4:1
Second quarter 1998 1.7:1
Third quarter 1998 1.8:1
Fourth quarter 1998 1.7:1
First quarter 1999 2.1:1
Second quarter 1999 2.1:1
Third quarter 1999 2.3:1
Fourth quarter 1999 and each 2.9:1
quarter Thereafter until
August 31, 1999
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3
SECTION 4. CLEAN DOWN. (a) Section 11.01 of the Credit Agreement shall
be amended by adding a new definition as follows:
""January Clean-Down Period" shall mean any period of thirty
consecutive days commencing on any date on or after each January 2,
commencing with January 2, 1998 (or if such date is not a Business
Day, on the first Business Day immediately thereafter), and ending
on or after the immediately succeeding February 1 (or, if such date
of not a Business Day, on the first Business Day immediately
thereafter.)"
(b) Section 1.03(a)(i) of the Credit Agreement is hereby
amended to read as follows:
"(j) specify the aggregate principal amount of the Loans
to be made pursuant to such Borrowing, the date of such Borrowing (which
shall be a Business Day) and the dates of the most recent December
Clean-Down Period, May Clean-Down Period and January Clean-Down Period
and".
(c) The definition of "Adjusted Total Revolving Loan
Subcommitment in Section 11.01 of the Credit Agreement shall be amended by the
following clause before the final period:
"and (c) January Clean-Down Period, the Adjusted Total
Revolving Loan Sub-Commitment shall not exceed $20,000,000 MINUS the
aggregate Revolving Loan Commitments of all Defaulting Banks PLUS, at any
time during such period, the Letter of Credit Outstandings".
(d) The definition of "Total Revolving Loan Sub-Commitment" in
Section 11.01 of the Credit Agreement shall be amended by adding the following
clause before the final period:
"and (c) January Clean-Down Period, the Total Commitment
shall not exceed $20,000,000 PLUS, at any time during such period, the
Letter of Credit Outstandings".
SECTION 5. COLLATERAL REVIEW. Borrower shall use its reasonable best
efforts to help Price Waterhouse LLP complete a review of the Collateral as soon
as practicable and shall cooperate fully with Price Waterhouse LLP in such
review. Borrower shall promptly pay all of the Price Waterhouse LLP's fees,
costs and expenses when due.
SECTION 6. AMENDMENT FEE. Immediately upon execution of this
Amendment, Borrower shall pay to Agent, for distribution to the Banks, an
Amendment Fee (the "Amendment Fee") equal to 0.125% of the Total Commitments.
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4
The Amendment Fee shall be distributed pro rata to each Bank in proportion to
its total Commitments.
SECTION 7. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when the Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, the Collateral Agent and the Required Banks necessary to effect
this Amendment pursuant to the Credit Agreement.
SECTION 8. REPRESENTATION AND WARRANTIES. The Borrower
represents and warrants to the Agent, the Co-Agent and the Lenders that:
(a) This Amendment has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).
(b) After giving effect to this Amendment, the representations
and warranties set forth in Section 7 of the Credit Agreement are true and
correct in all material respects with the same effect as if made on the date
hereof, except to the extent such representations and warranties relate to an
earlier date.
(c) After giving effect to this Amendment, no Event of Default
or Default has occurred and is continuing.
SECTION 9. RATIFICATION. Expect as specifically amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof, as in existence on the date hereof. After the date hereof,
any reference to the Credit Agreement shall mean the Credit agreement as amended
hereby.
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 11. COUNTERPARTS. This Amendment may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement.
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5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
written above.
ITHACA INDUSTRIES, INC.
By: /s/ Eric N. Hoyle
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Name: Eric N. Hoyle
Title: Senior Vice President
BANKERS TRUST COMPANY,
individually and as Agent
By: /s/ David J. Bell
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Name: David J. Bell
Title: Vice President
By: /s/ T. J. Morris
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Name: T. J. Morris
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE,
acting through one or more agencies,
branches or affiliates, as Co-Agent
By: /s/ Roger Colden
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Name: Roger Colden
Title: Director, CIBC Wood Gundy
Securities Corp., As Agent
CIBC, INC.
By: /s/ Roger Colden
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Name: Roger Colden
Title: Director, CIBC Wood Gundy
Securities Corp., As Agent
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6
DLJ CAPITAL FUNDING, INC.
By: /s/ Nancy L. Unrath
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Name: Nancy L. Unrath
Title:
BANQUE PARIBAS
By: /s/ Mary T. Finnegan
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Name: Mary T. Finnegan
Title: Director
By: /s/ J. McCormick
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Name: J. McCormick
Title: Vice President
BANK OF SCOTLAND
By: /s/ Annie Chin Tat
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Name: Annie Chin Tat
Title: Vice President
VAN KAMPEN AMERICAN PRIME
RATE TRUST
By: /s/ Kathleen A. Zarn
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Name: Kathleen A. Zarn
Title: Vice President
SANWA BUSINESS CREDIT
By: /s/ William D. Lenge
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Name: William D. Lenge
Title: Vice President
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7
MERRILL LYNCH SENIOR FLOATING
RATE FUND
By: /s/ Anne McCarthy
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Name: Anne McCarthy
Title: Authorized Signatory
CITIBANK, NA
By: /s/ Hans L. Christensen
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Name: Hans L. Christensen
Title: Vice President
PAMCO CAYMAN LTD.,
By: PROTECTIVE ASSET
MANAGEMENT COMPANY,
as Collateral Manager
By: /s/ J. Dundro
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Name: J. Dundro
Title: President
