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): July 13, 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 July 13, 1998, Ithaca Industries, Inc. ("Ithaca" or the "Company")
issued a press release announcing that the Company has entered into a rights
agreement effective as of the opening of business on July 13, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99 Press Release of Ithaca Industries,
Inc. dated 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: July 14, 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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EXHIBIT INDEX
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Exhibit Number Description
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99 Press Release of Ithaca Industries,
Inc. dated July 13, 1998.
NEWS RE: Ithaca Industries, Inc.
BULLETIN Highway 268 West
P.O. Box 620
Wilkesboro, NC 28697
(336) 667-5231
FROM:
FRB
THE FINANCIAL RELATIONS BOARD, INC.
FOR FURTHER INFORMATION:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Richard P. Thrush Marilyn Windsor Suzy Lynde Deanne Eagle
Senior Vice President General Inquiries Analyst Inquiries Media Inquiries
and CFO (312) 640-6692 (312) 640-6772 (212) 661-8030
(336) 667-5231
FOR IMMEDIATE RELEASE
ITHACA INDUSTRIES ANNOUNCES RIGHTS AGREEMENT
AGREEMENT ADOPTED TO PROTECT SHAREHOLDERS
WILKESBORO, N.C., JULY 13, 1998--ITHACA INDUSTRIES, INC., one of the nation's
largest manufacturers of private-brand men's and women's apparel and women's
hosiery products, today announced that it has entered into a rights agreement
effective as of the opening of business on July 13, 1998.
Pursuant to the rights agreement, Ithaca's board of directors has authorized and
declared a dividend of one preferred share purchase right for each common share
of the company outstanding at the close of business on July 23, 1998. Each right
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represents the right to purchase one one-hundredth of a share of a newly
designated series of the company's preferred stock. Initially, no separate
rights certificates will be issued and the rights will be evidenced only by the
certificates representing shares of common stock. Until the occurrence of
certain events, the rights can be transferred with, and only with, the common
stock to which they attach and cannot be traded separately. The initial exercise
price of the rights is $30. The rights are not exercisable until they separate
from the shares of common stock to which they attach and will expire on July 10,
2008, unless redeemed prior to that date or there is a permissible acceleration
of the final expiration date specified in the rights agreement.
Upon the occurrence of certain events set forth in the rights agreement, the
rights will entitle the holder, upon exercise thereof, to acquire shares of
common stock of the company, or any surviving entity that results from a
combination of Ithaca with another entity, at 50 percent of the then market
price of the common stock of the company or of the surviving entity.
Jim D. Waller, Ithaca's chairman, president and chief executive officer stated,
"The rights agreement has been adopted to enable the company to implement and
benefit from the results of its business strategies and for the protection of
all of our stockholders." Waller also stated, "This rights agreement has not
been adopted in response to any proposal of which we are aware."
Ithaca Industries, Inc. is one of the largest manufacturers of private-brand
men's and women's apparel and women's hosiery products in the United States.
Products are sold through a wide range of retail distribution channels and are
offered to the public through more than 10,000 customer outlets, including
discount stores, department stores, specialty stores, drug stores and
supermarkets. Ithaca stock is currently traded via the Nasdaq bulletin board.
FOR ADDITIONAL INFORMATION REGARDING ITHACA INDUSTRIES FREE OF CHARGE VIA FAX,
DIAL 1-800-PRO-INFO AND ENTER "ITHA9."
