-----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, Ah1+Kl+BaGSAQ4FfPJ5KeEBnS8FjseuWrHGYY9Uohk7qZlfT8Mb8FnrfD1cU71Qo 675b9wu/Sdk77qHifn+ajg== 0000950142-01-500687.txt : 20020413 0000950142-01-500687.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950142-01-500687 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011214 GROUP MEMBERS: CONSTABLE PARTNERS II, L.P. GROUP MEMBERS: CONSTABLE PARTNERS, L.P. GROUP MEMBERS: H. WHITNEY WAGNER GROUP MEMBERS: J. WILLIAM UHRIG GROUP MEMBERS: JOHN CONSTABLE D/B/A CONSTABLE ASSET MANAGEMENT, LTD. GROUP MEMBERS: JOHN J. POMERANTZ GROUP MEMBERS: TCR ASSOCIATES, L.P. GROUP MEMBERS: THE LESLIE FAY COMPANY, INC. GROUP MEMBERS: THOMAS G. WELD GROUP MEMBERS: THREE CITIES ASSOCIATES, N.V. GROUP MEMBERS: THREE CITIES FUND II, L.P. GROUP MEMBERS: THREE CITIES OFFSHORE II C.V. GROUP MEMBERS: THREE CITIES RESEARCH, INC. GROUP MEMBERS: WARREN T. WISHART 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38063 FILM NUMBER: 1814222 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: THREE CITIES FUND II LP CENTRAL INDEX KEY: 0000949290 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 E 57TH ST STREET 2: THREE CITIES RESEARCH INC CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128389660 MAIL ADDRESS: STREET 1: C/O THREE CITIES RESEARCH INC STREET 2: 135 EAST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da6-lesliefay.txt AMENDMENT NO.6 DATED 12/14/01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) THE LESLIE FAY COMPANY, INC. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 527016109 (CUSIP Number) ----------------------- 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) ----------------------- November 20, 2001 (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 statement because of Rule 13d-1(e), (f) or (g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 AMENDMENT NO. 6 TO SCHEDULE 13D This Amendment No. 6 (the "Final Amendment") to the Statement on Schedule 13D amends and supplements the Schedule 13D, filed on May 24, 1999, as amended by Amendment No. 1, filed on August 5, 1999, Amendment No. 2, filed on August 30, 1999, Amendment No. 3, filed on January 17, 2001, Amendment No. 4, filed on March 26, 2001, and Amendment No. 5, filed on May 4, 2001 (as so amended, the "Schedule 13D"), in the following respects only (capitalized terms used herein shall have the meanings ascribed to such terms in the Schedule 13D): ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented as follows: Pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of April 27, 2001, by and among Three Cities Fund II, L.P., a Delaware limited partnership ("TCF II"), Three Cities Offshore Fund II C.V., a Netherlands Antilles limited partnership ("TCO" and together with TCF II, "Buyers"), LF Acquisition, LLC, a Delaware limited liability company organized by Buyers and formerly known as LF Acquisition Co. ("Parent"), LF Merger Co., a Delaware corporation owned by Parent ("Merger Sub"), and The Leslie Fay Company, Inc., a Delaware corporation (the "Company"), Merger Sub merged with and into the Company (the "Merger") with the Company surviving (the "Surviving Corp."). In the Merger, each issued and outstanding share of the common stock, par value $.01 per share of the Company, other than treasury shares and shares held by Parent, was canceled and automatically converted into the right to receive $5.00 in cash per share, without interest or any other payment thereon. Following the Merger, an additional merger took place on November 20, 2001 (the "Second Merger", and together with the "Merger" the "Mergers"). In the Second Merger, LF New Corp. ("New Corp."), a Delaware corporation and a direct wholly owned subsidiary of Parent, merged with and into the Surviving Corp., with New Corp. surviving. The common stock of the Surviving Corp. held by Parent was 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 was cancelled. In the Second Merger, New Corp. was renamed "The Leslie Fay Company, Inc." Immediately subsequent to the Second Merger, Parent was liquidated (the "Liquidation") and the common stock, preferred stock, and subordinated debt of New Corp. held by Parent was distributed to its members pro rata to their respective ownership interests in Parent. As a result of the Mergers and the Liquidation, the stockholders of New Corp. hold a combination of common stock, preferred stock and subordinated debt of New Corp. 3 SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 14, 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 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: Managing Director CONSTABLE PARTNERS, L.P. By: /s/ John Constable ------------------------------ Name: John Constable Title: General Partner 4 CONSTABLE PARTNERS II, L.P. By: /s/ John Constable ------------------------------ Name: John Constable Title: General Partner /s/ John Constable ------------------------------------ John Constable doing business as Constable Asset Management (as Investment Manager for Fleet National Bank, Gerald A. Berlin and Seth Friedman, Trustees Under The Will Of Frances Lee Friedman For Karen Kayali As Amended By Court Decree 7/15/92, Fleet National Bank, Gerald A. Berlin and Seth Friedman, Trustees Under The Will Of Frances Lee Friedman For Seth Friedman As Amended By Court Decree 7/15/92 and Fleet National Bank, Gerald A. Berlin and Seth Friedman, Trustees Under The Will Of Frances Lee Friedman For Gweneth Knight As Amended By Court Decree 7/15/92) /s/ John J. Pomerantz ----------------------------------------- John J. Pomerantz /s/ Warren T. Wishart ----------------------------------------- Warren T. Wishart /s/ H. Whitney Wagner ----------------------------------------- H. Whitney Wagner /s/ Thomas Weld ----------------------------------------- Thomas Weld -----END PRIVACY-ENHANCED MESSAGE-----