Rule 424(b)(3)
File No. 333-32429
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 14, 1998,
TO PROSPECTUS DATED JULY 24, 1998
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 July 24, 1998.
---------------------
Attached hereto is Amendment No. 1 to Current Report on Form 8-K/A 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 September 14, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-K/A
AMENDMENT NO. 1 TO 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.
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 667-5231
<PAGE>
This Form 8-K/A supplements Ithaca Industries, Inc.'s ("Registrant")
Current Report on Form 8-K dated August 19, 1998 with respect to Registrant's
change in certifying accountant to provide the letter from KPMG Peat Marwick LLP
required by Item 304(a)(3) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Exhibit Number Description
-------------- -----------
16 Letter from KPMG Peat Marwick LLP, dated
September 10, 1998
<PAGE>
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: September 14, 1998 By: /s/ Richard P. Thrush
-------------------------
Richard P. Thrush
Senior Vice President - Finance and
Administration, Chief Accounting
and Principal Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
16 Letter from KPMG Peat Marwick LLP, dated
September 10, 1998
EXHIBIT 16
September 10, 1998
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Ithaca Industries, Inc. and, under
the date of March 27, 1998 we reported on the consolidated financial statements
of Ithaca Industries, Inc. and subsidiaries as of and for the years ended
January 31, 1998 and February 1, 1997. On August 21, 1998 our appointment as
principal accountants was terminated. We have read Ithaca Industries, Inc.
statements included under Item 4 of its Form 8-K dated August 19, 1998 and we
agree with such statements except that, (i) we are not in a position to agree or
disagree with Ithaca Industries, Inc.'s statement that the change was approved
by the audit committee of the board of directors, (ii) we are not aware of the
existence of a condition required to be reported under item 304(a)(1)(v) of
Regulation S-K, therefore, we are not in a position to agree or disagree with
Ithaca Industries, Inc.'s statements contained in paragraph 3 of item 4 and
(iii) we are not in a position to agree or disagree with Ithaca Industries,
Inc.'s statement that PricewaterhouseCoopers L.L.P. was not engaged regarding
the application of accounting principles to a specified transaction or the type
of audit opinion that might be rendered on Ithaca Industries, Inc.'s
consolidated financial statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
