SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2 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): March 24, 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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2
This Form 8-K/A amends Ithaca Industries, Inc.'s ("Registrant" or the
"Company") Current Report on Form 8-K filed on April 3, 1998 with respect to
Registrant's acquisition of Glendale Hosiery Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit Number Description
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2 Asset Purchase Agreement between Ithaca
Industries, Inc. and Glendale Hosiery
Company dated March 13, 1998
(incorporated by reference to Exhibit 2
of Registrant's Report on Form 8-K
filed April 3, 1998).
23.1 Consent of KPMG Peat Marwick LLP, dated June 2,
1998 (incorporated by reference to Exhibit 23 of
Registrant's Report on Form 8-K/A filed June 2,
1998).
23.2 Consent of KPMG Peat Marwick LLP, dated
June 8, 1998.
23.3 Consent of Deloitte & Touche LLP, dated June 2,
1998.
99.1 Press Release of Ithaca Industries, Inc. dated
March 16, 1998 (incorporated by reference to
Exhibit 99.1 of Registrant's Report on Form 8-K
filed April 3, 1998).
99.2 Press Release of Ithaca Industries, Inc. dated
March 25, 1998 (incorporated by reference to
Exhibit 99.2 of Registrant's Report on Form 8-K
filed April 3, 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: June 10, 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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2 Asset Purchase Agreement between Ithaca
Industries, Inc. and Glendale Hosiery
Company dated March 13, 1998
(incorporated by reference to Exhibit 2
of Registrant's Report on Form 8-K
filed April 3, 1998).
23.1 Consent of KPMG Peat Marwick LLP, dated June 2,
1998 (incorporated by reference to Exhibit 23 of
Registrant's Report on Form 8-K/A filed June 2,
1998).
23.2 Consent of KPMG Peat Marwick LLP, dated
June 8, 1998.
23.3 Consent of Deloitte & Touche LLP, dated June 2,
1998.
99.1 Press Release of Ithaca Industries, Inc. dated
March 16, 1998 (incorporated by reference to
Exhibit 99.1 of Registrant's Report on Form 8-K
filed April 3, 1998).
99.2 Press Release of Ithaca Industries, Inc. dated
March 25, 1998 (incorporated by reference to
Exhibit 99.2 of Registrant's Report on Form 8-K
filed April 3, 1998).
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ithaca Industries, Inc.:
We consent to incorporation by reference in the registration statement (No.
333-23555) on Form S-1 of Ithaca Industries, Inc. of our report dated March 24,
1998, relating to the balance sheet of the Glendale Hosiery Company as of
December 17, 1997, and the related statements of earnings, shareholders' equity,
and cash flows for the year then ended, which report appears in the June 1, 1998
Form 8-K/A of Ithaca Industries, Inc. dated June 2, 1998.
/s/ KPMG Peat Marwick LLP
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Atlanta, Georgia
June 8, 1998
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration statement (No.
333-2355) on Form S-1 and the registration statement (No. 333-32429) on Form S-8
of Ithaca Industries, Inc. of our report dated February 17, 1997 with respect to
the financial statements of Glendale Hosiery Company for the fiscal years ended
December 28, 1996 and December 30, 1995, which report appears in the Form 8-K/A
of Ithaca Industries, Inc. dated June 2, 1998.
/s/ Deloitte & Touche LLP
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June 2, 1998
Charlotte, North Carolina
