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 5. OTHER EVENTS
On August 19, 1998, the Board of Directors of Ithaca Industries, Inc.
(the "Company") adopted Amendment No. 1, dated August 19, 1998, to the Rights
Agreement dated July 10, 1998 effective July 13, 1998, between the Company and
American Stock Transfer & Trust Company. The purpose of the Amendment was to
change the governing law under the Rights Agreement from New York to Delaware.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit Number Description
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4 Amendment No. 1, dated August
19, 1998, to Rights Agreement
between Ithaca Industries, Inc. and
American Stock Transfer & Trust
Company, dated July 10, 1998,
effective as of July 13, 1998.
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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 31, 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
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4
EXHIBIT INDEX
Exhibit Number Description
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4 Amendment No. 1, dated August
19, 1998, to Rights Agreement
between Ithaca Industries, Inc. and
American Stock Transfer & Trust
Company, dated July 10, 1998,
effective as of July 13, 1998.
EXHIBIT 4
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AMENDMENT NO. 1
Dated August 19, 1998
to
RIGHTS AGREEMENT
between
ITHACA INDUSTRIES, INC.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
Dated: July 10, 1998, effective July 13, 1998
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AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1, dated August 19, 1998, to Rights Agreement, dated July
10, 1998, effective as of the opening of business on July 13, 1998 (the "Rights
Agreement"), between ITHACA INDUSTRIES, INC., a Delaware corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation
(the "Rights Agent").
The Company, by its Board of Directors, has determined that the Rights
Areement and the Rights Certificates issued thereunder should each be deemed to
be a contract made under the laws of the State of Delaware (rather than the laws
of the State of New York) and should, for all purposes be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within such State.
NOW, THEREFORE, the parties hereto (being the parties to the Rights
Agreement), acting pursuant to Section 27 of the Rights Agreement, hereby agree
as follows:
1. Section 32 of the Rights Agreement is hereby amended, effective
immediately, to read in its entirety as follows:
Section 32. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Delaware, and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State; and any provision of this Agreement and each such Right
Certificate relating to the internal corporate governance or other
affairs of the Company shall be governed by and construed in accordance
with the laws of the State of Delaware.
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2. In all other respects the provisions of the Rights Agreement are
ratified, confirmed and approved.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Rights Agreement to be duly executed as of the day and year first above
written.
ITHACA INDUSTRIES, INC.
By:_________________________
Jim D. Waller
Chairman of the Board and
Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:_________________________
Name:
Title:
