UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Ithaca Industries Inc
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
465679108
---------------------------------------------------
(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
April 7, 1998
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(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE>
Schedule 13D
CUSIP NO. 465679108 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,494,320
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,494,320
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 396,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 396,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 396,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 396,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,094,320
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,094,320
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,094,320
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,094,320
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,094,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 8 of 14 Pages
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D dated April 7, 1998 ("Schedule 13D") is filed with the
Securities and Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto on the Schedule 13D.
This filing of Schedule 13D is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Schedule 13D relates to shares of the common stock , $.01 par value
(the "Shares") of Ithaca Industries Inc. (the "Company"). The principal
executive offices of the Company are located at Hwy 268 West, Wilkesboro, NC
28697.
ITEM 2. IDENTITY AND BACKGROUND:
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, The Galileo Fund, L.P., a
Delaware limited partnership, DDJ Galileo, LLC, a Massachusetts limited
liability company, Kepler Overseas Corp., a Cayman Islands corporation, B III
Capital Partners, L.P., a Delaware limited partnership and DDJ Capital III, LLC,
a Delaware limited liability company. Each of the aforementioned entities shall
be collectively referred to as the "DDJ Affiliates". DDJ Galileo, LLC is
general partner of, and DDJ is the investment manager for, The Galileo Fund,
L.P. DDJ Capital III, LLC is the general partner of, and DDJ is the investment
manager for, B III Capital Partners, L.P. DDJ is also the investment manager
for Kepler Overseas Corp.
The Shares described herein are owned by one or more of Kepler Overseas
Corp., The Galileo Fund, L.P., and B III Capital Partners, L.P. (jointly, the
"Funds"). The principal office of each of DDJ and the DDJ Affiliates, with the
exception of DDJ Overseas Corp. and Kepler Overseas Corp., are located at 141
Linden Street, Suite 4, Wellesley, Massachusetts 02181. The principal office of
Kepler Overseas Corp. is: c/o Goldman Sachs (Cayman), Harbour Centre, George
Town, Post Office Box 896, Grand Cayman Islands.
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 9 of 14 Pages
The name, residence, or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
DDJ and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of DDJ or the DDJ Affiliates named in this
Item 2 or, to the best of its knowledge, the persons listed on Schedule A has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil proceeding and as a
result thereof was or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violations with respect to
such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Funds which own or owned Shares purchased an aggregate of 1,494,320
Shares for cash in the amount of approximately $7,212,320.60 including brokerage
commissions. All of 396,000 Shares owned by The Galileo Fund, L.P. were
purchased for cash; all of the 4,000 Shares owned by Kepler Overseas Corp. were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Goldman Sachs & Co.; and all of 1,094,320 Shares owned by B III Capital
Partners, L.P. were purchased for cash.
Shares purchased and/or sold by the Funds since February 6, 1998 are set
forth on the attached Schedule B.
ITEM 4. PURPOSE OF TRANSACTION:
The Shares were purchased in order to acquire an equity interest in the
Company in pursuit of specified investment objectives established by the
investors in the Funds. DDJ and the DDJ Affiliates may continue to have the
Funds purchase Shares subject to a number of factors, including, among others,
the availability of Shares for sale at what they consider to be reasonable
prices and other investment opportunities that may be available to the Funds.
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 10 of 14 Pages
DDJ and the DDJ Affiliates intend to review continuously the equity
position of the Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, DDJ and the DDJ Affiliates may determine to cease
making additional purchases of Shares or to increase or decrease the equity
interest in the Company by acquiring additional Shares, or by disposing of all
or a portion of the Shares.
None of DDJ or the DDJ Affiliates has any present plan or proposal which
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale of transfer or a material
amount of assets of or involving the Company or any of its subsidiaries, (ii)
any change in the Company's present Board of Directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or bylaws, (v) the Company's Shares becoming
eligible for termination of their registration pursuant to Section 12(g)(4) of
the 1934 Act, or (vi) any similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) The Galileo Fund, L.P. owns, and DDJ Galileo, LLC and DDJ beneficially
own, as general partner and investment manager, respectively, of The Galileo
Fund, L.P. 396,000 Shares, or approximately 4.0% of the outstanding Shares of
the Company. Kepler Overseas Corp. owns, and DDJ, as investment manager for
Kepler Overseas Corp. beneficially owns 4,000 Shares or approximately .0% of the
Company. B III Capital Partners, L.P. owns, and DDJ Capital III, LLC and DDJ
beneficially own, as general partner and investment manager, respectively of B
III Capital Partners, L.P. 1,094,320 Shares or approximately 10.9% of the
Company. Accordingly, DDJ, as investment manager to the Funds may be deemed to
beneficially own 1,494,320 Shares, or approximately 14.9% of the outstanding
Shares of the Company.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 11 of 14 Pages
(c) Except as set forth in Item 3, neither DDJ nor any of the DDJ
Affiliates, and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A hereto have effected any transaction in the
Shares during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
Other than as described in this Schedule 13D, neither DDJ nor any of the
DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A hereto have any contract, arrangement,
understanding or relationship with any person with respect to any securities of
the Company, including respecting voting or transfer of Company securities or
joint venture, finder's fee or the like.
The Funds may from time to time own debt securities issued by the Company,
and may from time to time purchase and or sell such debt securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 12 of 14 Pages
Signature:
========
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Judy K. Mencher
--------------------------------
Judy K. Mencher
Member
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 13 of 14 Pages
SCHEDULE A
===========
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181, except that the principal
address of Kepler Overseas Corp., Mr. Austin and Mr. Hunter is set forth in Item
2. Mr. Harmetz, Mr. Breazzano and Ms. Mencher are U. S. citizens. Mr. Austin
and Mr. Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC,
DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
Michael Austin Director of DDJ Overseas Corporation, Director of Kepler
Overseas Corp.; Corporate Director
Dennis Hunter Director of Kepler Overseas Corporation; Managing Director
of Queensgate Bank
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 14 of 14 Pages
SCHEDULE B
===========
ITHACA INDUSTRIES INC.
======================
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since February 6, 1998. The transactions were made for cash in
open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
4/7/98 PURCHASE 1,094,320 $3,812,320.60
