-----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, O9LYcpWoIqCVYvGZ/Eex3T1RVIaRzmKZAv00QHynBjDAQTU/BQxmB6sD76DqhQJE F21idrBc08jbJy0Vn766+g== 0000910680-98-000374.txt : 19981104 0000910680-98-000374.hdr.sgml : 19981104 ACCESSION NUMBER: 0000910680-98-000374 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981028 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981103 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09196 FILM NUMBER: 98736738 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 8-K 1 THE LESLIE FAY COMPANY INC. 8-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 1998 THE LESLIE FAY COMPANY, INC. Delaware 1-9196 13-3197085 - --------------- --------------------------- -------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 1412 Broadway, New York, New York 10018 - ---------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 221-4000 Not Applicable --------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES Item 5. Other Events. - ------ ------------ On October 28, 1998, the registrant issued a press release (the "Press Release") reporting that it had completed its purchase of the apparel business of The Warren Apparel Group Ltd. A copy of the Press Release is attached to this report as Exhibit 99.01. Item 7. Financial Statement, Pro Forma Financial Information and Exhibits. - ------ ----------------------------------------------------------------- (a) Financial statements of business acquired: Not applicable. (b) Pro Forma financial information: Not applicable. (c) Exhibits: 99.01 The registrant's press release dated October 28, 1998. -2- THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 2, 1998 THE LESLIE FAY COMPANY, INC. By: /s/ Warren T. Wishart -------------------------------------- Warren T. Wishart Senior Vice President, Chief Financial Officer, Secretary and Treasurer -3- EXHIBIT INDEX ------------- Exhibit Number Description - ------- ----------- 99.01 The registrant's press release dated October 28, 1998. EX-99.01 2 PRESS RELEASE Exhibit 99.01 Contact: At the Company: At the Financial Relations Board: - -------------- ------------------------------------ Warren Wishart 212-661-8030 Chief Financial Officer Analyst Information: Lynn Sawyer 212-221-4076 Media Information: Deanne Eagle General Information: Jeff Bogart FOR IMMEDIATE RELEASE - ---------------------- October 28, 1998 LESLIE FAY COMPLETES PURCHASE OF WARREN APPAREL GROUP --Regains Presence in Evening Dresses, "Better" Price Category-- NEW YORK, N.Y., October 28, 1998--The Leslie Fay Company, Inc. (OTC Bulletin Board: LFAY) announced today the completion of its purchase of the apparel business of The Warren Apparel Group Ltd., effective today, giving Leslie Fay a renewed presence in the "better" price category for dresses and in evening and social occasion dresses. Founded in 1967, The Warren Apparel Group Ltd. is a privately owned, New York City- based manufacturer and wholesaler of women's career, social and evening dresses sold in the "better" and "social occasion" departments of department and specialty stores nationwide primarily under the David Warren, DW3, Warren Petites, Reggio and Rimini labels. Richard Warren and Michael Warren, executive vice presidents of The Warren Apparel Group, will join Leslie Fay. Mrs. Blossom Warren, the chairman and principal shareholder of The Warren Apparel Group, will retire from the business. The two companies announced signing a letter of intent in connection with the purchase in early July and a definitive agreement in September. The final purchase price, subject to post closing adjustments, is estimated at approximately $4 million, including assumed liabilities and letters of credit. Warren Apparel is expected to add approximately $40 million to Leslie Fay revenue for 1999. Integrating the purchase during the fourth quarter is expected to modestly reduce earnings for that period, and the business is expected to add to gross margin and profit in 1999. "The purchase of Warren Apparel's assets furthers our plan to revitalize Leslie Fay by launching new lines and acquiring well-known labels that broaden Leslie Fay's market presence," John J. Pomerantz, Leslie Fay chairman and chief executive officer, said in making theannouncement. "This acquisition also gives us a presence in the 'better' price category as we move to regain our former position as one of the dominant forces in American apparel." "We are pleased to become part of the Leslie Fay family," Richard Warren said. "Joining with Leslie Fay will strengthen our position in the market and facilitate future growth." A leading designer, manufacturer and marketer of women's apparel since 1947, The Leslie Fay Company, Inc. sells its dresses and sportswear through leading department and specialty stores nationwide. The company's brands include Leslie Fay--one of the best-known trademarks in women's apparel, Haberdashery by Leslie Fay Sportswear, Joan Leslie, and HUE. To receive additional information about The Leslie Fay Company, Inc. at no charge, dial 1-800-PRO-INFO and enter code LFAY. # # # Statements contained herein include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements. These risks and uncertainties include, but are not limited to, the uncertainty of potential manufacturing difficulties, the dependence on key personnel and customers, the possible impact of competitive products and pricing, the company's continued ability to finance its operations, general economic conditions, and the achievement and maintenance of profitable operations and positive cash flow. -----END PRIVACY-ENHANCED MESSAGE-----