SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO SCHEDULE 13E-3 (FINAL AMENDMENT)
(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.
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(Name of the Issuer)
THE LESLIE FAY COMPANY, INC.
JOHN J. POMERANTZ
WARREN T. WISHART
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.
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(Name of the Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
527016109
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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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. [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [X]
CALCULATION OF FILING FEE
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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.
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INTRODUCTION
This Amendment No. 5 (the "Final Amendment") to the Rule 13e-3
Transaction Statement on Schedule 13E-3 amends and supplements the original Rule
13e-3 Transaction Statement on Schedule 13E-3 ( the "Statement") filed on May 4,
2001, as amended by Amendment No. 1, filed on July 13, 2001, Amendment No. 2,
filed on September 4, 2001, Amendment No. 3, filed on October 4, 2001, and
Amendment No. 4, filed on October 23, 2001, relating to the Amended and Restated
Agreement and Plan of Merger dated as of April 27, 2001 (the "Merger Agreement")
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"). This Final Amendment is being filed pursuant to Rule 13e-3
(d)(3) to report the results of the transaction which is the subject of the
Statement.
The information in the Definitive Proxy Statement relating to the
Merger filed by the Company with the Securities and Exchange Commission,
including all appendices thereto, is hereby expressly incorporated by reference
and the responses to each item of this Statement are qualified in their entirety
by the provisions of the Definitive Proxy Statement.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
ITEM 7(D) IS HEREBY AMENDED AND SUPPLEMENTED AS FOLLOWS:
Pursuant to the Merger Agreement, 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.
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ITEM 16. EXHIBITS
Item 16 is hereby amended and supplemented by the addition of the
following exhibit thereto:
(a)(5) Press Release of The Leslie Fay Company, Inc., dated November 20, 2001.
SIGNATURE
After due 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
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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
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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
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Name: J. William Uhrig
Title: Managing Director
CONSTABLE PARTNERS, L.P.
By: /s/ John Constable
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Name: John Constable
Title: General Partner
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CONSTABLE PARTNERS II, L.P.
By: /s/ John Constable
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Name: John Constable
Title: General Partner
/s/ John Constable
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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
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John J. Pomerantz
/s/ Warren T. Wishart
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Warren T. Wishart
/s/ H. Whitney Wagner
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H. Whitney Wagner
/s/ Thomas Weld
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Thomas Weld
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(5) Press Release of The Leslie Fay Company, Inc.,
dated November 20, 2001.