0000910680-01-500514.txt : 20011010
0000910680-01-500514.hdr.sgml : 20011010
ACCESSION NUMBER: 0000910680-01-500514
CONFORMED SUBMISSION TYPE: SC 13E3/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011004
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: FAY LESLIE CO INC
CENTRAL INDEX KEY: 0000796226
STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330]
IRS NUMBER: 133197085
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0102
FILING VALUES:
FORM TYPE: SC 13E3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38063
FILM NUMBER: 1752068
BUSINESS ADDRESS:
STREET 1: 1412 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: 2122214000
MAIL ADDRESS:
STREET 1: 1412 BROADWAY
STREET 2: 1 PASSAN DRIVE
CITY: NEW YORK
STATE: NY
ZIP: 10018
FORMER COMPANY:
FORMER CONFORMED NAME: FAY LESLIE COMPANIES INC
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FAY LESLIE CO INC
CENTRAL INDEX KEY: 0000796226
STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330]
IRS NUMBER: 133197085
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0102
FILING VALUES:
FORM TYPE: SC 13E3/A
BUSINESS ADDRESS:
STREET 1: 1412 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: 2122214000
MAIL ADDRESS:
STREET 1: 1412 BROADWAY
STREET 2: 1 PASSAN DRIVE
CITY: NEW YORK
STATE: NY
ZIP: 10018
FORMER COMPANY:
FORMER CONFORMED NAME: FAY LESLIE COMPANIES INC
DATE OF NAME CHANGE: 19920703
SC 13E3/A
1
amd3sch13e.txt
AMENDMENT 3 TO SCHEDULE 13E
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
AMENDMENT NO. 3 TO SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13-E TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE LESLIE FAY COMPANY, INC.
--------------------------------------------------------------------------------
(Name of the Issuer)
THE LESLIE FAY COMPANY, INC.
JOHN J. POMERANTZ
WARREN T. WISHART
LF ACQUISITION, LLC
LF NEW CORP.
LF MERGER CO.
THREE CITIES FUND II, L.P.
THREE CITIES OFFSHORE II C.V.
THREE CITIES RESEARCH, INC.
TCR ASSOCIATES, L.P.
THREE CITIES ASSOCIATES, N.V.
J. WILLIAM UHRIG
H. WHITNEY WAGNER
THOMAS G. WELD
JOHN CONSTABLE D/B/A
CONSTABLE ASSET MANAGEMENT, LTD.
CONSTABLE PARTNERS, L.P.
CONSTABLE PARTNERS II, L.P.
CONSTABLE GROUP PROFIT SHARING PLAN AND TRUST
--------------------------------------------------------------------------------
(Name of the Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
527016109
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Mark A. Underberg, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Tel. No.: (212) 373-3000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
1
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [ ]
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
Transaction Valuation* Amount Of Filing Fee**
$7,947,610 $1,589.52
For purposes of calculating the filing fee only. Determined by (1) multiplying
1,589,522 shares of common stock, par value $.01 per share, of The Leslie Fay
Company, Inc. by $5.00 per share *.
**The amount of the filing fee calculated in accordance with Exchange Act Rule
0-11 equals 1/50 of 1% of the value of the securities proposed to be acquired.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1l(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,589.52
Form or Registration No.: Schedule 14A Preliminary Proxy
Statement
Filing Party: The Leslie Fay Company, Inc.
Date Filed: May 4, 2001
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL
OFFENSE.
2
INTRODUCTION
This Rule 13e-3 Transaction Statement on Amendment No. 3 to Schedule
13E-3 (this "Amendment No. 3") is being filed by The Leslie Fay Company, Inc., a
Delaware corporation and the issuer of the equity securities that are the
subject of the Rule 13e-3 transaction (the "Company"), John J. Pomerantz
("Pomerantz"), Warren T. Wishart ("Wishart"), Three Cities Fund II, L.P., a
Delaware limited partnership ("Fund II"), Three Cities Offshore II C.V., a
Netherlands Antilles limited partnership ("Offshore II"), TCR Associates, L.P.,
a Delaware limited partnership ("TCR Associates"), Three Cities Research, Inc.,
a Delaware corporation ("Research"), Three Cities Associates, N.V., a
Netherlands Antilles corporation ("TCA, N.V."), J. William Uhrig ("Uhrig"), LF
Acquisition, LLC, a Delaware limited liability company formerly known as LF
Acquisition Co. ("Parent"), LF New Corp., a Delaware corporation and a direct
wholly owned subsidiary of Parent ("New Corp."), LF Merger Co., a Delaware
corporation and a direct wholly owned subsidiary of New Corp. ("Merger Sub"), H.
Whitney Wagner ("Wagner"), Thomas G. Weld ("Weld"), John Constable d/b/a
Constable Asset Management, Ltd. ("John Constable"), Constable Partners, L.P., a
Delaware limited partnership ("Constable Partners"), Constable Partners II,
L.P., a Delaware limited partnership ("Constable Partners II"), and Constable
Group Profit Sharing Plan and Trust (the "Constable Trust") (John Constable,
Constable Partners, Constable Partners II, and the Constable Trust are
collectively referred to herein as "Constable").
Pursuant to an Amended and Restated Agreement and Plan of Merger, dated
as of April 27, 2001 (the "Merger Agreement"), the Merger Sub will merge with
and into the Company (the "Merger") with the Company surviving (the "Surviving
Corporation"). In the Merger, each issued and outstanding share of the common
stock, par value $.01 per share of the Company (the "Common Stock") will be
canceled and automatically converted into the right to receive $5.00 in cash per
share, without interest or any other payment thereon (the "Merger
Consideration"), except as described below.
Parent, the indirect holder of all of the outstanding shares of common
stock of Merger Sub, has entered into separate Subscription and Contribution
Agreements, dated as of March 26, 2001 and amended on April 27, 2001, with each
of Fund II, Offshore II, Pomerantz, Wishart, Wagner and Weld, and a Contribution
and Subscription Agreement, dated as of May 1, 2001 with Constable
(collectively, the "Contribution Agreements," each of which is attached hereto
as an exhibit) (Fund II, Offshore II, Pomerantz, Wishart, Weld and Constable are
collectively referred to herein as the "Continuing Stockholders"). The
Contribution Agreements provide that, immediately prior to the Merger, each of
the Continuing Stockholders will contribute all of the shares of Common Stock
held by him or it to Parent, in return for an equal number of limited liability
company interests of Parent ("Parent Shares"). In this way, none of the
Continuing Stockholders will receive any portion of the Merger Consideration to
which he or it would otherwise be entitled as a holder of Common Stock at the
time of the Merger pursuant to the Merger Agreement. Instead, each of the
Continuing Stockholders will receive limited liability company interests in
Parent, and all the shares of Common Stock held by Parent or Merger Sub will
remain outstanding. In addition, it is contemplated that Fund II, Offshore II
and Constable will subscribe in cash for additional Parent Shares prior to the
Merger, sufficient to allow Parent to pay the aggregate Merger Consideration at
the time of the Merger. As a result, immediately after the Merger has occurred,
assuming that there are no dissenting shares, it is contemplated that Fund II
and Offshore II will hold approximately 82.2% of the aggregate outstanding
Parent Shares and the other Continuing Stockholders will hold approximately
17.8% of the aggregate outstanding Parent Shares. Following the Merger, as
provided in agreements between the Company and certain members of management of
the Company (the
3
"Management Participants"), the Management Participants will own approximately
10.7% of the aggregate outstanding Parent Shares. Shares held by dissenting
stockholders are subject to appraisal in accordance with the Delaware General
Corporation Law (the "DGCL").
In order to facilitate the desired capital structure of the Company
following the Merger, it is the intention of the Continuing Stockholders that,
following the Merger, there will be an additional merger (the "Second Merger"
and, together with the Merger, the "Mergers"). In the Second Merger, New Corp.,
which will hold approximately 27% of the common stock of the Surviving
Corporation after the Merger will merge with and into the Surviving Corporation,
with New Corp. surviving. In the Second Merger, the common stock of the
Surviving Corporation held by Parent will be converted into approximately $1
million of common stock, $2 million of preferred stock and $27 million of
subordinated debt of New Corp., and the common stock of New Corp. held by Parent
will be canceled. In the Second Merger, New Corp. will be renamed "The Leslie
Fay Company, Inc." Immediately subsequent to the Second Merger, Parent will be
liquidated (the "Liquidation") and the common stock, preferred stock and
subordinated debt of New Corp. will be distributed to the Continuing
Stockholders pro rata according to their respective ownership interests in
Parent. As a result of the Mergers and the Liquidation, the Continuing
Stockholders will hold a combination of common stock, preferred stock and
subordinated debt of New Corp. The Buyers view the Mergers and the Liquidation
as the most advantageous method of achieving the desired post transaction
ownership structure of the Company from both a corporate and a tax perspective.
The Mergers and the Liquidation will result in direct ownership of New Corp. by
the Continuing Stockholders and will result in sale or exchange treatment with
respect to the issuance of subordinated debt to the Continuing Stockholders in
connection with the Second Merger. Fund II and Offshore II are exploring a
potential refinancing of the subordinated debt of New Corp. (referred to above)
issued in the Second Merger after the Liquidation. The Buyers have had
discussions with potential financing sources on the subject of refinancing a
portion of the subordinated debt of New Corp. but no understandings or
agreements have been reached.
Concurrently with the filing of this Amendment No. 3, the Company is
filing a new amended preliminary proxy statement (the "Amended Proxy Statement")
pursuant to which the stockholders of the Company will be given notice of the
Merger. The information set forth in the Amended Proxy Statement, including all
schedules, exhibits, appendices and annexes thereto, is hereby expressly
incorporated in its entirety herein by reference and the responses to each item
in this Amendment No. 3 are qualified in their entirety by the information
contained in the Amended Proxy Statement and the schedules, exhibits, appendices
and annexes thereto. The Amended Proxy Statement will be completed and, if
appropriate, amended prior to the first time it is sent or given to stockholders
of the Company. This Amendment No. 3 will be further amended to reflect such
completion or further amendment of the Amended Proxy Statement.
ITEM 1. Summary Term Sheet.
The information contained in the sections entitled "SUMMARY TERM SHEET"
in the Amended Proxy Statement is incorporated herein by reference.
ITEM 2. Subject Company Information.
(a) Name and Address. The information contained in the section entitled
"SUMMARY--The Parties to the Merger Agreement" in the Amended Proxy Statement is
incorporated herein by reference.
4
(b) Securities. The class of equity securities that is the subject of the Rule
13e-3 transaction which this Amendment No. 3 relates is common stock, $.01 par
value, of the Company. As of the close of business on July 12, 2001 there were
approximately 5,519,452 shares of Common Stock issued and outstanding. The
information contained in the sections entitled "SUMMARY," "MARKET PRICES OF AND
DIVIDENDS ON THE COMMON STOCK" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" in the Amended Proxy Statement is incorporated herein by
reference.
(c) Trading Market and Price. The information contained in the section entitled
"MARKET PRICES OF AND DIVIDENDS ON THE COMMON STOCK" in the Amended Proxy
Statement is incorporated herein by reference.
(d) Dividends. The information contained in the section entitled "MARKET PRICES
OF AND DIVIDENDS ON THE COMMON STOCK" in the Amended Proxy Statement is
incorporated herein by reference.
(e) Prior Public Offerings. The Company has made no underwritten public offering
of the Common Stock for cash during the past three years that was registered
under the Securities Act of 1933, as amended (the "Securities Act"), or was
exempt from registration thereunder pursuant to Regulation A thereunder.
(f) Prior Stock Purchases. On August 25, 1999, the Company completed a merger
transaction with Fund II and Offshore II. In connection with the merger, Fund II
and Offshore II acquired 1,111,966 shares of Common Stock for $7.00 per share.
Pomerantz and Wishart exercised options to purchase 380,798 and 218,758 shares
of Common Stock, respectively, at $3.09 per share on December 20, 2001. In
addition, the following parties purchased the following shares of Common Stock:
Date Purchaser Number of Shares Price Per Share
5/10/99 Fund II 801,880 $ 6.95
5/10/99 Offshore II 1,354,120 $ 6.95
5/10/99 Offshore II 2,000 $ 6.95
12/01/99 Constable Partners 356,789 $ 6.13
12/17/99 Constable Partners 34,319 $ 6.20
3/21/2000 Constable Partners 800 $ 5.46
3/31/2000 Constable Partners 100 $ 5.78
4/24/2000 Constable Partners 100 $ 4.02
12/01/99 John Constable as Investment Advisor 13,800 $ 6.13
for certain selected accounts
12/01/99 John Constable as Investment Advisor 13,000 $ 6.13
for certain selected accounts
12/01/99 John Constable as Investment Advisor 11,900 $ 6.13
for certain selected accounts
12/01/99 John Constable as Investment Advisor 7,500 $ 6.13
for certain selected accounts
12/01/99 John Constable as Investment Advisor 4,100 $ 6.13
for certain selected accounts
5
ITEM 3. Identity and Background of the Filing Persons.
(a)-(c) Name and Address; Business and Background of Natural Persons.
UHRIG
J. William Uhrig is an individual who is the sole stockholder,
President and the sole director of TCA, N.V. Mr. Uhrig is also a Managing
Director of Research, having joined Research in 1984. The business address and
telephone number of Mr. Uhrig is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
J. William Uhrig c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 838-9660
POMERANTZ
Pomerantz is an individual who is the Chairman of the Board of
Directors of the Company. Mr. Pomerantz had been the Chief Executive or Chief
Operating Officer of the Company and its predecessors since 1971, and has been
an executive thereof for over 30 years. Until April 2000 he also served as the
Company's Chief Executive Officer. As an executive of the Company, Mr. Pomerantz
may be deemed to be an affiliate of the Company. The business address of Mr.
Pomerantz is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
John J. Pomerantz c/o The Leslie Fay Company, Chairman of the Board of the
Inc. Company
1412 Broadway
New York, NY 10018
(212) 221-4141
WISHART
Wishart is an individual whose principal employment is as Chief
Financial Officer of the Company. Mr. Wishart joined the Company in March 1993.
In September 1995, he was appointed Chief Financial Officer and Treasurer of the
Company. In June 1997, he became Senior Vice President - Administration and
Finance and Secretary of the Company. As an executive of the Company, Mr.
Wishart may be deemed to be an affiliate of the Company. His business address
and telephone number is the same as that of Pomerantz.
WAGNER
Wagner is an individual whose principal employment is as U.S.
Investment Advisor to Quilvest. He is also a Managing Director of Research,
having joined Research in 1983. His business address is 84, Grand Rue, P.O. Box
154, L-2011 Luxembourg and his business telephone number is c/o Research at
(212) 838-9660.
6
WELD
Weld is an individual whose principal employment is as Treasurer and a
Managing Director of Research, and he is also a Director of the Company. Mr.
Weld joined Research in 1993. As an executive of Research, Mr. Weld may be
deemed to be an affiliate of the Company. His business address and telephone
number is the same as that of Uhrig.
JOHN CONSTABLE
John Constable is an individual who conducts business as John Constable
d/b/a/ Constable Asset Management, Ltd. He has held this position for the past
five years. The name, residence or business address and present principal
occupation or employment of John Constable is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
John Constable c/o Constable Asset Principal of Constable Asset
Management, Ltd. Management, Ltd.
5 Radnor Corp. Center
100 Matsonford Rd.
Suite 520
Radnor, PA 19087
(610) 964-0750
(b) Business and Background of Entities.
------------------------------------
FUND II
Fund II is a Delaware limited partnership, formed to invest in
securities selected by its investment committee. As the beneficial owner of
approximately 61.8% of the Common Stock, Fund II may be deemed to be an
affiliate of the Company. The principal business address of Fund II, which also
serves as its principal office, is c/o Three Cities Research, Inc., 650 Madison
Avenue, New York, New York 10022. The information about TCR Associates, the sole
general partner of Fund II, required by Instruction C of Schedule 13E-3 is set
forth below.
TCR ASSOCIATES
TCR Associates is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of Fund II. As the
general partner of Fund II, TCR Associates may be deemed to be an affiliate of
the Company. The principal business address of TCR Associates, which also serves
as its principal office, is c/o Three Cities Research, Inc., 650 Madison Avenue,
New York, New York 10022. The information about Research, the sole general
partner of TCR Associates, required by Instruction C to Schedule 13E-3 is set
forth below.
7
RESEARCH
Research is a Delaware corporation which serves as the advisor to Fund
II and Offshore II and, as such, may be deemed to be an affiliate of the
Company. Pursuant to a management agreement with each of Fund II and Offshore
II, Research has voting and dispositive power over the shares of Common Stock
reported as beneficially owned by Fund II and Offshore II on this Amendment No.
3. The principal business address of Research is 650 Madison Avenue, New York,
NY 10022. The name, residence or business address, and present principal
occupation or employment of each executive officer and director of Research is
as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
Willem F.P.de Vogel c/o Three Cities Research, President and a Managing
Inc. Director of Three Cities
650 Madison Avenue Research, Inc.
New York, NY 10022
(212) 838-9660
Thomas G. Weld c/o Three Cities Research, Treasurer and a Managing
Inc. Director of Three Cities
650 Madison Avenue Research, Inc.
New York, NY 10022
(212) 838-9660
OFFSHORE II
Offshore II is a Netherlands Antilles partnership, formed to invest in
securities selected by its investment committee. As the beneficial owner of
approximately 61.8% of the Common Stock, Offshore II may be deemed to be an
affiliate of the Company. The principal business address of Offshore II, which
also serves as its principal office, is Caracasbaaiweg 201, P.O. Box 6085,
Curacao, Netherlands Antilles. The information about TCA, N.V., the sole general
partner of Offshore II, required by Instruction C to Schedule 13E-3 is set forth
below.
TCA, N.V.
TCA, N.V. is a Netherlands Antilles corporation, the principal business
of which is serving as the general partner of Offshore II and, as such, may be
deemed to be an affiliate of the Company. The principal business address of TCA,
N.V., which also serves as its principal office, is Caracasbaaiweg 201, P.O. Box
6085, Caracas, Netherlands Antilles. The name, residence or business address,
and present principal occupation or employment of each executive officer and
director of TCA, N.V. is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
J. William Uhrig c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
8
The information about J. William Uhrig, the sole stockholder, President
and director of TCA, N.V., required by Instruction C to Schedule 13E-3 is set
forth above.
PARENT
Parent is a Delaware limited liability company, formerly known as LF
Acquisition Co., and was converted to a limited liability company on April 18,
2001. Parent was formed and organized by Fund II and Offshore II to be the
holding company of Merger Sub and for purposes of the Merger. The principal
business address of Parent is 650 Madison Avenue, New York, NY 10022 and the
business telephone number is (212) 868-9660. The name, residence or business
address, and present principal occupation or employment of each executive
officer and director of Parent is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
J. William Uhrig c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
W. Robert Wright c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
Jeanette M. Welsh c/o Three Cities Research, An Associate of Three Cities
Inc. Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
MERGER SUB
Merger Sub is a Delaware corporation and wholly-owned subsidiary of New
Corp., formed and organized by Parent for purposes of the Merger. The principal
business address of Merger Sub is 650 Madison Avenue, New York, NY 10022 and its
business telephone number is (212) 868-9660. The name, residence or business
address and present principal occupation or employment of each executive officer
and director of Merger Sub is as follows:
9
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
J. William Uhrig c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
W. Robert Wright c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
Jeanette M. Welsh c/o Three Cities Research, An Associate of Three Cities
Inc. Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
NEW CORP.
New Corp. is a Delaware corporation and wholly-owned subsidiary of the
Parent, which Parent formed and organized for purposes of the Merger. The
principal business address of Merger Sub is 650 Madison Avenue, New York, NY
10022 and its business telephone number is (212) 868-9660. The name, residence
or business address and present principal occupation or employment of each
executive officer and director of New Corp. is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
J. William Uhrig c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
W. Robert Wright c/o Three Cities Research, A Managing Director of Three
Inc. Cities Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
Jeanette M. Welsh c/o Three Cities Research, An Associate of Three Cities
Inc. Research, Inc.
650 Madison Avenue
New York, NY 10022
(212) 868-9660
CONSTABLE TRUST
Constable Trust is an employee profit sharing plan and trust in which
John Constable, Robert Schemitsch, Judi Feld, James Constable, Gregory Rettew
and Kamilla Gilginas participate. The trustee for Constable Trust is John
Constable.
CONSTABLE PARTNERS
Constable Partners is a Delaware limited partnership, formed to invest
in securities selected by John Constable d/b/a Constable Asset Management, Ltd.
The principal business address of Constable Partners, which also serves as its
principal office, is 5 Radnor Corp. Center, 100 Matsonford
10
Center, Suite 520, Radnor, PA 19087 and its business telephone number is (610)
964-0750. The name, residence or business address and present principal
occupation or employment of each executive officer is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
John Constable c/o Constable Asset General Partner
Management, Ltd.
5 Radnor Corp. Center
100 Matsonford Rd.
Suite 520
Radnor, PA 19087
(610) 964-0750
CONSTABLE PARTNERS II
Constable Partners II is a Delaware limited partnership, formed to
invest in securities selected by John Constable d/b/a Constable Asset
Management, Ltd. The principal business address of Constable Partners II, which
also serves as its principal office, is 5 Radnor Corp. Center, 100 Matsonford
Center, Suite 520, Radnor, PA 19087 and its business telephone number is (610)
964-0750. The business address and present principal occupation or employment of
each executive officer is as follows:
Residence or Principal Occupation
Name Business Address or Employment
------------------- --------------------------- ----------------------------
John Constable c/o Constable Asset General Partner
Management, Ltd.
5 Radnor Corp. Center
100 Matsonford Rd.
Suite 520
Radnor, PA 19087
(610) 964-0750
None of the entities or persons identified in this Item 3 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of the entities or persons identified in this Item 3 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Each individual named in this Item 3 is a citizen of the United States
of America, except that Willem F.P. de Vogel is a citizen of the Kingdom of the
Netherlands.
ITEM 4. Terms of the Transaction.
(a)(1) Tender Offers. Not applicable.
(a)(2)(i) Transaction Description. The information contained in the sections
entitled "CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER," "SUMMARY
TERM
11
SHEET," "THE MERGER--Background of the Transaction" and "--Interests of Certain
Persons in the Merger and the Company" in the Amended Proxy Statement is
incorporated herein by reference.
(a)(2)(ii) Consideration. The information contained in the sections entitled
"CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER," "SUMMARY TERM
SHEET," "THE MERGER AGREEMENT" and "THE MERGER--Rights of Dissenting
Stockholders" in the Amended Proxy Statement is incorporated herein by
reference.
(a)(2)(iii) Reasons for Transaction. The information contained in the sections
entitled "SUMMARY TERM SHEET", "SUMMARY" and "The MERGER - The Three Cities
Affiliates', Management Stockholders' and Constable's Purposes and Reasons for
the Merger and their Position as to the Fairness of the Merger" in the Amended
Proxy Statement is incorporated herein by reference.
(a)(2)(iv) Vote Required for Approval. The information contained in the
sections entitled "SUMMARY TERM SHEET" and "VOTE REQUIRED AND RECOMMENDATION" in
the Amended Proxy Statement is incorporated herein by reference.
(a)(2)(v) Differences in the Rights of Security Holders. The information
contained in the sections entitled "SUMMARY TERM SHEET," "SUMMARY" and "THE
MERGER--Interests of Certain Persons in the Merger and the Company" in the
Amended Proxy Statement is incorporated herein by reference.
(a)(2)(vi) Accounting Treatment. The information contained in the section
entitled "THE MERGER --Accounting Treatment" in the Amended Proxy Statement is
incorporated herein by reference.
(a)(2)(vii) Income Tax Consequences. The information contained in the sections
entitled "SUMMARY TERM SHEET" and "THE MERGER--Certain Federal Income Tax
Consequences" and "THE MERGER--Interests of Certain Persons in the Merger and
the Company," in the Amended Proxy Statement is incorporated herein by
reference.
(b) Purchases. The information contained in the sections entitled "THE
MERGER--Interests of Certain Persons in the Merger and the Company,"
"--Background to the Merger" and "RELATED AGREEMENTS" in the Amended Proxy
Statement is incorporated herein by reference.
(c) Different Terms. The information contained in the sections entitled "SUMMARY
TERM SHEET," "THE MERGER--Interests of Certain Persons in the Merger and the
Company," "--Background to the Merger," "RELATED AGREEMENTS" and "THE MERGER
AGREEMENT" in the Amended Proxy Statement is incorporated herein by reference.
(d) Appraisal Rights. The information contained in the sections entitled
"SUMMARY TERM SHEET" and "THE MERGER--Rights of Dissenting Stockholders" in the
Amended Proxy Statement is incorporated herein by reference.
(e) Provisions For Unaffiliated Security Holders. The Company has made no
provisions in connection with the Merger to grant unaffiliated security holders
access to the corporate files of the Company or to obtain counsel or appraisal
services at the expense of the Company.
(f) Eligibility for Listing or Trading. Not applicable.
12
ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. The information contained in the sections entitled "MARKET
PRICES OF AND DIVIDENDS ON THE COMMON STOCK" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" in the Amended Proxy Statement is incorporated
herein by reference.
(b)-(c) Significant Corporate Events; Negotiations or Contacts. On August 25,
1999, the Company completed a merger transaction with Fund II and Offshore II
pursuant to which Fund II and Offshore II acquired 1,111,966 shares of Common
Stock for $7 per share. The information contained in the sections entitled "THE
MERGER--Background of the Transaction," "--Interests of Certain Persons in the
Merger and the Company," "MARKET PRICES OF AND DIVIDENDS ON THE COMMON STOCK,"
"RELATED AGREEMENTS" in the Amended Proxy Statement is incorporated herein by
reference.
(d) Conflicts of Interest. The information contained in the sections entitled
"SUMMARY TERM SHEET," "SUMMARY," "THE MERGER--Background of the Transaction,"
"--Interests of Certain Persons in the Merger and the Company" and "RELATED
AGREEMENTS" in the Amended Proxy Statement is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The information
contained in the sections entitled "SUMMARY TERM SHEET," "SUMMARY--Parties to
the Merger Agreement," "THE MERGER--Background of the Transaction," "--Interests
of Certain Persons in the Merger and the Company" and "RELATED AGREEMENTS" in
the Amended Proxy Statement and the Form of Stockholders' Agreement attached
hereto as Exhibit (d)(15) is incorporated herein by reference.
ITEM 6. Purposes of the Transaction and Plans or Proposals.
(a)-(b) Purpose of Transaction; Use of Securities Acquired. The information
contained in the sections entitled "SUMMARY TERM SHEET," "SUMMARY," "THE
MERGER--Background of the Transaction," "--Interests of Certain Persons in the
Merger and the Company," "--Certain Effects of the Merger", "The MERGER - The
Three Cities Affiliates', Management Stockholders' and Constable's Purposes and
Reasons for the Merger and their Position as to the Fairness of the Merger" and
"THE MERGER AGREEMENT" in the Amended Proxy Statement is incorporated herein by
reference.
(c) Plans. The information contained in the sections entitled "SUMMARY TERM
SHEET," "SUMMARY," "THE MERGER--Interests of Certain Persons in the Merger and
the Company," "--Background of the Transaction," "--Certain Effects of the
Merger," "--Interests of Certain Persons in the Merger and the Company" and "THE
MERGER AGREEMENT" in the Amended Proxy Statement is incorporated herein by
reference.
(d) Subject Company Negotiations. Not applicable.
ITEM 7. Purposes, Alternatives, Reasons and Effects.
(a)-(c) Purposes; Reasons. The information contained in the sections entitled
"SUMMARY TERM SHEET", "SUMMARY" and "The MERGER - The Three Cities Affiliates',
Management Stockholders' and Constable's Purposes and Reasons for the Merger and
their Position as to the Fairness of the Merger" in the Amended Proxy Statement
is incorporated herein by reference.
(b) Alternatives. Not applicable.
13
(d) Effects. The information contained in the sections entitled "SUMMARY TERM
SHEET," "SUMMARY," "CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER,"
"THE MERGER--Background of the Transaction," "--Interests of Certain Person in
the Merger and the Company," "--Financing the Merger," "--Fees and Expenses,"
"--Certain Federal Income Tax Consequences," "--Certain Effects of the Merger,"
"--Directors and Officers of the Surviving Corporation", "--Benefits and
Detriments of the Merger to the Three Cities Affiliates, the Management
Stockholders and Constable" and "THE MERGER AGREEMENT" in the Amended Proxy
Statement is incorporated herein by reference.
ITEM 8. Fairness of the Going Private Transaction.
(a)-(b) Fairness; Factors Considered in Determining Fairness. The information
contained in the sections entitled "SUMMARY" and "CERTAIN QUESTIONS AND ANSWERS
ABOUT VOTING AND THE MERGER," "THE MERGER--Background of the Transaction,"
"--Recommendation of the Independent Committee and the Board of Directors;
Fairness of the Merger," "--Analysis performed by CDG in arriving at its
Opinion", "--Opinion of the Financial Advisor" " and "The MERGER - The Three
Cities Affiliates', Management Stockholders' and Constable's Purposes and
Reasons for the Merger and their Position as to the Fairness of the Merger"in
the Amended Proxy Statement and "Opinion of Conway, Del Genio Gries & Co., LLC
attached as Exhibit (c) hereto is incorporated herein by reference. Based upon
the same factors considered by the Independent Committee, each filing person
expressly adopts CDG's analysis as set forth in the section entitled "Analysis
Performed by CDG in Arriving at its Opinion," in the Amended Proxy Statement,
and believes that the terms of the Merger, including the Merger Consideration
and the procedure for approving the Merger, are fair to and in the best interest
of the Company's unaffiliated stockholders. However, the filing persons did not
participate in the deliberations of the Independent Committee and the opinion of
CDG was not prepared for their use. Except for Pomerantz and Weld, none of the
filing persons received advice from CDG regarding the fairness to the Company's
unaffiliated stockholders of the terms of the Merger or the procedure for
approving the Merger. Except for Pomerantz, none of the filing persons
participated in the vote of the Board to recommend to the Company's unaffiliated
stockholders to vote to approve the Merger.
(c) Approval of Security Holders. The information contained in the sections
entitled "SUMMARY" and "VOTE REQUIRED AND RECOMMENDATION" in the Amended Proxy
Statement is incorporated herein by reference.
(d) Unaffiliated Representative. A majority of the directors who are not
employees of the Company have not retained an unaffiliated representative to act
solely on behalf of unaffiliated stockholders for purposes of negotiating the
Merger or preparing a report concerning the fairness of the Merger. The
information in the second entitled "THE MERGER--Background to the Transaction"
in the Amended Proxy Statement is incorporated herein by reference.
(e) Approval of Directors. The information contained in the sections entitled
"THE MERGER--Recommendation of the Independent Committee and the Board of
Directors" in the Amended Proxy Statement is incorporated herein by reference.
(f) Other Offers. Not applicable.
ITEM 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(b) Report, Opinion, or Appraisal; Preparer and Summary of the Report;
Availability of Documents. The information contained in the sections entitled
"THE MERGER--Background of the Transaction," "--Opinion of the Financial
Advisor" and "--Analysis performed by CDG in arriving at its Opinion" in
14
the Amended Proxy Statement and Exhibit (c), "Opinion of Conway, Del Genio Gries
& Co., LLC, dated as of March 23, 2001.
(c) Availability of Documents. The Opinion of CDG, dated March 23, 2001, is
incorporated herein by reference to Annex B of the Amended Proxy Statement.
ITEM 10. Source and Amounts of Funds or Other Consideration.
(a), (b), (d) Source of Funds; Conditions; Borrowed Funds. The information
contained in the section entitled "THE MERGER--Financing of the Merger" in the
Amended Proxy Statement is incorporated herein by reference. The filing persons
do not expect to borrow any funds in connection with financing the proposed
transaction. Parent will receive as capital contributions the necessary funds to
contribute to Merger Sub to effectuate payment of the Merger Consideration from
the existing capital resources of the Three Cities Affiliates and Constable and
from their previously existing firm funding commitments. The Merger is not
conditioned on any financing arrangements.
(c) Expenses. Merger-related fees and expenses are estimated to aggregate
approximately $903,589 assuming the merger is completed. This amount consists of
the following estimated fees:
Description Amount
--------------------------------------------------- ---------------
Advisory fees and expenses................... $ 225,000
Legal fees and expenses...................... $ 610,000
SEC filing fee............................... $ 1,589
Printing, solicitation and mailing costs..... $ 67,000
The Company has paid or will be responsible for paying the advisory, accounting
and legal fees and expenses, as well as the SEC filing fee and printing,
solicitation and mailing costs. These expenses will not reduce the Merger
Consideration to be received by the Company's shareholders.
ITEM 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information contained in the section entitled
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Amended
Proxy Statement is incorporated herein by reference.
(b) Securities Transactions. The information contained in the section entitled
"RELATED AGREEMENTS" in the Amended Proxy Statement is incorporated herein by
reference.
ITEM 12. The Solicitation or Recommendation.
(a)-(c) Solicitation or Recommendations; Reasons; Intent to Tender. The
information contained in the sections entitled "SUMMARY TERM SHEET,"
"SUMMARY--Voting Requirement," "THE MERGER--Background of the Transaction,"
"--Interests of Certain Persons in the Merger and the Company," "--Certain
Effects of the Merger" and "--Recommendation of the Board of Directors and the
Independent Committee" in the Amended Proxy Statement is incorporated herein by
reference.
(d) Intent to Tender or Vote in a Going-Private Transaction. The information
contained in the sections entitled "SUMMARY TERM SHEET," "SUMMARY--Voting
Requirement," "THE MERGER--Recommendation of the Independent Committee and the
Board of Directors" and "VOTE
15
REQUIRED AND RECOMMENDATION" in the Amended Proxy Statement is incorporated
herein by reference.
(e) Recommendations to Others. The information contained in the sections
entitled "SUMMARY" and "THE MERGER--Recommendation of the Independent Committee
and the Board of Directors; Fairness of the Merger" in the Amended Proxy
Statement is incorporated herein by reference.
ITEM 13. Financial Statements.
(a) Financial Information. The information contained in the section entitled
"SELECTED HISTORICAL FINANCIAL DATA" in the Amended Proxy Statement is
incorporated herein by reference. The information contained in the Company's
Annual Report on Form 10-K/A for the fiscal period ended December 30, 2000, and
the Company's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2001,
is incorporated herein by reference.
(b) Pro Forma Information. Not applicable.
ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The
information contained in the sections entitled "CERTAIN QUESTIONS AND ANSWERS
ABOUT VOTING AND THE MERGER," "THE MERGER--Fees and Expenses" and "--Interests
of Certain Persons in the Merger and the Company" in the Amended Proxy Statement
is incorporated herein by reference.
ITEM 15. Additional Information.
(a) Agreements; Regulatory Requirements; Legal Proceedings. The information
contained in the sections entitled "THE MERGER--Interests of Certain Persons in
the Merger and the Company," "--Background to the Merger" and "RELATED
AGREEMENTS" in the Amended Proxy Statement is incorporated herein by reference.
(b) Other Material Information. The information contained in the sections
entitled "AVAILABLE INFORMATION" and "WHERE YOU CAN FIND MORE INFORMATION" in
the Amended Proxy Statement is incorporated herein by reference.
ITEM 16. Exhibits.
(a) Preliminary Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission October 4, 2001 (incorporated herein by reference to the
Amended Proxy Statement).
(c)(1) Opinion of Conway, Del Genio Gries & Co., LLC, dated as of March 23, 2001
(incorporated herein by reference to Annex B of the Amended Proxy Statement).
(d)(1) Amended and Restated Agreement and Plan of Merger, dated as of April 27,
2001, by and among Three Cities Fund II, L.P., Three Cities Offshore II C.V., LF
Acquisition, LLC, LF Merger Co. and The Leslie Fay Company, Inc. (incorporated
herein by reference to Annex A of the Amended Proxy Statement).
16
(d)(2) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Three Cities Fund II, L.P. (incorporated
herein by reference to the Schedule 13D filed on March 26, 2001).
(d)(3) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Three Cities Fund II, L.P.
(incorporated herein by reference to the Schedule 13E-3).
(d)(4) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Three Cities Offshore II C.V. (incorporated
herein by reference to the Schedule 13D filed on March 26, 2001).
(d)(5) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Three Cities Offshore II
C.V. (incorporated herein by reference to the Schedule 13E-3).
(d)(6) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and John J. Pomerantz (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(7) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
March 26, 2001, by and among LF Acquisition, LLC and John J. Pomerantz.
(incorporated herein by reference to the Schedule 13E-3).
(d)(8) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Warren T. Wishart (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(9) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Warren T. Wishart.
(incorporated herein by reference to the Schedule 13E-3).
(d)(10) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Thomas G. Weld (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(11) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Thomas G. Weld
(incorporated herein by reference to the Schedule 13E-3).
(d)(12) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and H. Whitney Wagner (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(13) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and H. Whitney Wagner
(incorporated herein by reference to the Schedule 13E-3).
(d)(14) Subscription and Contribution Agreement, dated as of May 1, 2001, by and
among LF Acquisition, LLC and John Constable d/b/a Constable Asset Management,
Ltd., Constable Partners, L.P., Constable Partners II, L.P., Constable Group
Profit Sharing Plan and Trust and John Constable, as
17
Investment Advisor to Certain Selected Accounts (incorporated herein by
reference to the Schedule 13E-3).
(d)(15) Form of Stockholders Agreement (incorporated herein by reference to the
Schedule 13E-3).
(f) Section 262 of the Delaware General Corporation Law (incorporated herein by
reference to Annex C of the Amended Proxy Statement).
(g) Materials prepared by Conway, Del Genio Gries & Co., LLC and presented to
the Independent Committee of the Board of Directors of the Company on March 23,
2001 (filed herewith).
18
SIGNATURE
After due 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.
Dated: October 4, 2001
THE LESLIE FAY COMPANY, INC.
By: /s/ Warren T. Wishart
-------------------------------------
Name: Warren T. Wishart
Title:
THREE CITIES FUND II, L.P.
By: TCR Associates, L.P.,
its General Partner
By: /s/ Willem F.P. de Vogel
-------------------------------------
Name: Willem F.P. de Vogel
Title: General Partner
TCR ASSOCIATES, L.P.
By: /s/ Willem F.P. de Vogel
-------------------------------------
Name: Willem F.P. de Vogel
Title: General Partner
THREE CITIES RESEARCH, INC.
By: /s/ Willem F.P. de Vogel
-------------------------------------
Name: Willem F.P. de Vogel
Title: President
19
THREE CITIES OFFSHORE II C.V.
By: Three Cities Associates, N.V.,
its General Partner
By: /s/ J. William Uhrig
---------------------------------
Name: J. William Uhrig
Title: President
THREE CITIES ASSOCIATES, N.V.
By: /s/ J. William Uhrig
-------------------------------------
Name: J. William Uhrig
Title: President
LF ACQUISITION, LLC
By: /s/ W. Robert Wright
-------------------------------------
Name: W. Robert Wright
Title: President
LF MERGER CO.
By: /s/ W. Robert Wright
-------------------------------------
Name: W. Robert Wright
Title: President
LF NEW CORP.
By: /s/ W. Robert Wright
-------------------------------------
Name: W. Robert Wright
Title: President
/s/ John J. Pomerantz
-------------------------------------
John J. Pomerantz
/s/ Warren T. Wishart
-------------------------------------
Warren T. Wishart
20
/s/ H. Whitney Wagner
-------------------------------------
H. Whitney Wagner
/s/ Thomas G. Weld
-------------------------------------
Thomas G. Weld
JOHN CONSTABLE D/B/A CONSTABLE
ASSET MANAGEMENT, LTD.
By: /s/ John Constable as General Partner
-------------------------------------
Name: John Constable
Title: General Partner
CONSTABLE PARTNERS, L.P.
By: /s/ John Constable as General Partner
-------------------------------------
Name: John Constable
Title: General Partner
CONSTABLE PARTNERS II, L.P.
By: /s/ John Constable as General Partner
-------------------------------------
Name: John Constable
Title: General Partner
CONSTABLE GROUP PROFIT SHARING
PLAN AND TRUST
By: /s/ John Constable as Trustee
-------------------------------------
Name: John Constable
Title: Trustee
21
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
(a) Preliminary Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on October 4, 2001 (incorporated herein by reference to
the Amended Proxy Statement).
(c)(1) Opinion of Conway, Del Genio Gries & Co., LLC, dated as of March 23, 2001
(incorporated herein by reference to Annex B of the Amended Proxy Statement).
(d)(1) Amended and Restated Agreement and Plan of Merger, dated as of April 27,
2001, by and among Three Cities Fund II, L.P., Three Cities Offshore II C.V., LF
Acquisition, LLC, LF Merger Co. and The Leslie Fay Company, Inc. (incorporated
herein by reference to Annex A of the Amended Proxy Statement).
(d)(2) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Three Cities Fund II, L.P. (incorporated
herein by reference to the Schedule 13D filed on March 26, 2001).
(d)(3) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Three Cities Fund II, L.P.
(incorporated herein by reference to the Schedule 13E-3).
(d)(4) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Three Cities Offshore II C.V. (incorporated
herein by reference to the Schedule 13D filed on March 26, 2001).
(d)(5) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Three Cities Offshore II
C.V. (incorporated herein by reference to the Schedule 13E-3).
(d)(6) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and John J. Pomerantz (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(7) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
March 26, 2001, by and among LF Acquisition, LLC and John J. Pomerantz.
(incorporated herein by reference to the Schedule 13E-3).
(d)(8) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Warren T. Wishart (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(9) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Warren T. Wishart.
(incorporated herein by reference to the Schedule 13E-3).
(d)(10) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and Thomas G. Weld (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(11) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and Thomas G. Weld
(incorporated herein by reference to the Schedule 13E-3).
(d)(12) Subscription and Contribution Agreement, dated as of March 26, 2001, by
and among LF Acquisition, LLC and H. Whitney Wagner (incorporated herein by
reference to the Schedule 13D filed on March 26, 2001).
(d)(13) Amendment No. 1 to Subscription and Contribution Agreement, dated as of
April 27, 2001, by and among LF Acquisition, LLC and H. Whitney Wagner
(incorporated herein by reference to the Schedule 13E-3).
(d)(14) Subscription and Contribution Agreement, dated as of May 1, 2001, by and
among LF Acquisition, LLC and John Constable d/b/a Constable Asset Management,
Ltd., Constable Partners, L.P., Constable Partners II, L.P., Constable Group
Profit Sharing Plan and Trust and John Constable, as Investment Advisor to
Certain Selected Accounts (incorporated herein by reference to the Schedule
13E-3).
(d)(15) Form of Stockholders Agreement (incorporated herein by reference to the
Schedule 13E-3).
(f) Section 262 of the Delaware General Corporation Law (incorporated herein by
reference to Annex C of the Amended Proxy Statement).
(g) Materials prepared by Conway, Del Genio Gries & Co., LLC and presented to
the Independent Committee of the Board of Directors of the Company on March 23,
2001 (filed herewith).