SEC Info - DDJ Capital Management LLC, et al. - ‘SC 13D/A’ on 6/12/00 re: Here To Serve Holding Corp

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DDJ Capital Management LLC, et al. – ‘SC 13D/A’ on 6/12/00 re: Here To Serve Holding Corp

On: Monday, 6/12/00, at 3:13pm ET · Accession #: 1010422-0-29 · File #: 5-50885

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 6/12/00  DDJ Capital Management LLC        SC 13D/A               1:12K  Here To Serve Holding Corp
          B III Capital Partners, L.P.
          DDJ Capital III, LLC
          DDJ Capital Management LLC
          DDJ Galileo, LLC
          Kepler Overseas Corp.
          The Galileo Fund, L.P.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           9     29K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Interest in Securities of Issuer: Is Amended by Adding the Following Paragraph Schedule 13D Security and Issuer: Sources and Amount of Funds or Other Consideration:
1	1st Page - Filing Submission
"	Schedule 13D
8	Item 1. Security and Issuer:
"	Item 3. Sources and Amount of Funds or Other Consideration:
"	Item 3. Is Amended by Adding the Following Paragraph
"	Item 5. Interest in Securities of Issuer:

SC 13D/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 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)

SC 13D/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
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!

SC 13D/A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
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!

SC 13D/A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
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!

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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!

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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!

SC 13D/A 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
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!

SC 13D/A 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
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.                      

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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.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/12/00
	6/6/00	1	8
	6/1/00	8
	5/22/00	8
	7/29/98	9		SC 13D/A
	5/12/98	8
	4/7/98	8
				List all Filings

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Filing Submission 0001010422-00-000029 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

DDJ Capital Management LLC, et al. – ‘SC 13D/A’ on 6/12/00 re: Here To Serve Holding Corp

On: Monday, 6/12/00, at 3:13pm ET · Accession #: 1010422-0-29 · File #: 5-50885

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents