-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NAp0VDZAkKeVtat9YTM700Irs6EY/2KVo7xSC6b42b+5KN2Q/gLYZHbxgEKRV3Ck hoCLJwvW0wisJBdtq5MytQ== /in/edgar/work/20000612/0001010422-00-000029/0001010422-00-000029.txt : 20000919 0001010422-00-000029.hdr.sgml : 20000919 ACCESSION NUMBER: 0001010422-00-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000612 GROUP MEMBERS: B III CAPITAL PARTNERS, L.P. GROUP MEMBERS: DDJ CAPITAL III, LLC GROUP MEMBERS: DDJ CAPITAL MANAGEMENT LLC GROUP MEMBERS: DDJ GALILEO, LLC GROUP MEMBERS: KEPLER OVERSEAS CORP. GROUP MEMBERS: THE GALILEO FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITHACA INDUSTRIES INC CENTRAL INDEX KEY: 0000732935 STANDARD INDUSTRIAL CLASSIFICATION: [2250 ] IRS NUMBER: 561385842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50885 FILM NUMBER: 653324 BUSINESS ADDRESS: STREET 1: HWY 268 W STREET 2: P O BOX 620 CITY: WILKESBORO STATE: NC ZIP: 28697 BUSINESS PHONE: 3366675231 MAIL ADDRESS: STREET 1: HIGHWAY 268 WEST CITY: WILKESBORO STATE: NC ZIP: 28697 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DDJ CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001010422 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 043300754 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 141 LINDEN STREET STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 BUSINESS PHONE: 617-283-8500 MAIL ADDRESS: STREET 1: 141 LINDEN STREET SUITE 4 STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Ithaca Industries Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 465679108 --------------------------------------------------- (CUSIP Number) Wendy Schnipper Clayton, Esq. DDJ Capital Management, LLC 141 Linden Street, Suite 4 Wellesley, MA 02482-7910 781-283-8500 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) June 6, 2000 - -------------------------------------------------------------------------------- (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 9 Pages) Schedule 13D CUSIP NO. 465679108 Page 2 of 9 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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 * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 465679108 Page 3 of 9 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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 * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 465679108 Page 4 of 9 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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 * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 465679108 Page 5 of 9 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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 * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 465679108 Page 6 of 9 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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 * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 465679108 Page 7 of 9 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 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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! SCHEDULE 13D CUSIP No. 465679108 Page 8 of 9 Pages ITEM 1. SECURITY AND ISSUER: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") should be read in conjunction with the Schedule 13D dated April 7, 1998 ("Schedule 13D"), Amendment No. 1 dated May 12, 1998 and Amendment No. 2 dated May 22, 2000 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. 3 amends the Schedule 13D, Amendment No. 1 and Amendment No. 2 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, Amendment No. 1 or Amendment No 2. This filing of this statement 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. As of June 6, 2000, DDJ and the DDJ Affiliates beneficially own less than 5% of the Shares outstanding and from such date will no longer be required to file. This filing speaks as of June 6, 2000 and does not make any statements with respect to any day following such date. ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Item 3 is amended by adding the following paragraph. On June 1, 2000, the Funds sold 67,660 Shares for an aggregate sale price of $676.56. On June 6, 2000, the Funds sold 1,629,020 Shares for an aggregate sale price of $5,360.46. 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. 0 Shares, or approximately 0% of the outstanding Shares of the Company. Kepler Overseas Corp. owns, and DDJ, as investment manager for Kepler Overseas Corp. beneficially owns 0 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. 0 Shares or approximately0% of the Company. Accordingly, DDJ, as investment manager to the Funds may be deemed to beneficially own 0 Shares, or approximately 0% of the outstanding Shares of the Company. SCHEDULE 13D CUSIP No. 465679108 Page 9 of 9 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. By: /s/ Wendy Schnipper Clayton ----------------------------------------- Wendy Schnipper Clayton Attorney-in-Fact* * Limited Power of Attorney filed with the SEC on July 29, 1998 with Frontier Airlines Schedule 13D Frontier Airlines Inc. -----END PRIVACY-ENHANCED MESSAGE-----