UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Ithaca Industries Inc
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
465679108
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(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
May 12, 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 12 Pages)
<PAGE>
Schedule 13D
CUSIP NO. 465679108 Page 2 of 12 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 1,820,920
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,820,920
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,820,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 3 of 12 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*
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 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)
3.8%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 4 of 12 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)
3.8%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 5 of 12 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 1,420,920
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,420,920
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,420,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 6 of 12 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 1,420,920
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,420,920
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,420,920
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 7 of 12 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 12 Pages
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") should be read in
conjunction with the Schedule 13D dated April 7, 1998 ("Schedule 13D") each as
filed with the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates. This
Amendment No. 1 amends the Schedule 13D only with respect to those items listed
below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto on the Schedule 13D.
This filing of this Amendment No. 1 is not, and should not be deemed to be,
an admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement 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 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as set forth below:
The Funds which own or owned Shares purchased an aggregate of 1,820,920
Shares for cash in the amount of approximately $8,391,800.96 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 1,420,920 Shares owned by B III Capital
Partners, L.P. were purchased for cash.
Shares purchased and/or sold by the Funds since April 8, 1998 are set forth
on the attached Schedule B.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item 5 is deleted and amended as set forth below:
(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 3.8% 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
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 9 of 12 Pages
beneficially own, as general partner and investment manager, respectively of B
III Capital Partners, L.P. 1,420,920 Shares or approximately 13.7% of the
Company. Accordingly, DDJ, as investment manager to the Funds may be deemed to
beneficially own 1,820,920 Shares, or approximately 17.5% of the outstanding
Shares of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP No. 465679108 Page 10 of 12 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 11 of 12 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 in Schedule 13D. 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 12 of 12 Pages
SCHEDULE B
===========
ITHACA INDUSTRIES INC.
======================
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since April 8, 1998. The transactions were made for cash in open
market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
5/11/98 PURCHASE 26,600 $95,350.36
5/12/98 PURCHASE 300,000 $1,084,380.00
