ITHACA INDUSTRIES INC
8-K/A, 1998-09-14
KNITTING MILLS
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                       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
- --------------------------------------------------------------------------------
(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



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