SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO.
Ithaca Industries, Inc.
- ----------------------------------
(NAME OF ISSUER)
Common Stock, $0.01 Par Value
- ----------------------------------
(TITLE OF CLASS OF SECURITIES)
465679108
- ----------------------------------
(CUSIP NUMBER)
William J. Morgan
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
- ----------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
November 10, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ X ] .
Check the following box if a fee is being paid with this
statement [ ] .
[PAGE]
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacholder Associates, Inc. - 31-1089398
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
7. SOLE VOTING POWER
962,900 shares
8. SHARED VOTING POWER
- 0 -
9. SOLE DISPOSITIVE POWER
962,900 shares
10. SHARED DISPOSITIVE POWER
- 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,900 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON*
IA, CO
[PAGE]
Item 1 This Schedule 13-D dated November 10, 1998 is filed by
Pacholder Associates, Inc. relating to the common stock, $0.01
par value of Ithaca Industries, Inc. (the "Company"). The
address of the Company's principal executive office is Highway
268 West, Wilkesboro, NC 28697.
Item 2 This statement is being filed by Pacholder Associates,
Inc. ("PAI"), an Ohio Corporation. PAI is acting on behalf of
the Pacholder Value Opportunity Fund, L.P., a Delaware limited
partnership ("PVOF") and Pacholder Heron, L.P., a Delaware
limited partnership ("Heron") (collectively the "PAI
Affiliates"). The principal office of PAI is located at 8044
Montgomery Road, Suite 382, Cincinnati, OH 45236. An affiliate
of PAI is the general partner of, and PAI is the investment
manager for, PVOF and Heron.
The names and addresses of the executive officers and
managers of PAI are set forth in Schedule A.
During the past five years, none of PAI or the persons
listed on Schedule A have been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors)
or has been party to any civil proceeding and as a result thereof
was or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3 The funds which own shares purchased such shares for
cash.
Item 4 The shares were purchased in order to acquire an equity
interest in the Company pursuant to specified investment
objectives of the PAI Affiliates. PAI may elect on behalf of the
PAI Affiliates to continue to purchase or to sell shares based on
a number of factors, including, but not limited to, market
conditions, the price of the Company's shares, the business
prospects of the Company, general economic and business prospects
and other available investment opportunities.
PAI is interested in placing a direct representative of
one of the institutional shareholders on the board of directors
of the Company. PAI may enter into discussions with the Company
and/or other institutional shareholders about effectuating this
change.
Other than as set forth above, PAI has no present plan
or proposal which relates to or would result in any of the
following:
a. The acquisition of securities or the disposition of
securities of the Company;
b. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
c. A sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
d. Any material change in the present capitalization or
dividend policy of the Company;
e. Any other material change in the Company's business
or corporate structure;
f. Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the issuer by any person;
g. Causing a class of securities to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association.
h. A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
i. Any action similar to any of those enumerated above.
Item 5 a. PAI, as investment manager, beneficially owns
962,900, or 9.6% of the outstanding shares of the Company.
b. PAI, as investment manager, has sole power to vote
and dispose of the shares listed above.
c. The following transactions have taken place in the
last 60 days.
Date Number of Shares Total Paid
09-30-98 1,000 $ 2,281.25
10-26-98 14,500 24,088.13
10-30-98 14,500 28,492.51
11-09-98 10,000 15,937.50
11-10-98 20,000 31,875.00
TOTAL 60,000 $102,674.39
d. Not applicable
e. Not applicable
Item 6. Other than as described in this Schedule 13-D, none of
PAI or the individuals listed in Schedule A have any contracts,
arrangements, understandings or relationships with any other
person relating to the securities of the Company, including the
transfer or voting of securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item 7. Not Applicable
[PAGE]
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.
Pacholder Associates, Inc.
November 10, 1999
Date
/s/ Thomas M. Barnhart II
Signature
Senior Vice President
And Associate General Counsel
Title
[PAGE]
SCHEDULE A
Asher O. Pacholder
Chairman of the Board
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
William J. Morgan
President
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
James P. Shanahan, Jr.
Executive Vice President and General Counsel
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
