Fay Leslie Co Inc, et al. – ‘SC 13E3/A’ on 12/14/01 re: Fay Leslie Co Inc

On:  Friday, 12/14/01   ·   Accession #:  950142-1-500688   ·   File #:  5-38063

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 5                                        7     26K 
 2: EX-99       Press Release                                          2     11K 

SC 13E3/A   —   Amendment No. 5
Document Table of Contents

SC 13E3/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
 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.
----------------------------------------------------------
(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.
----------------------------------------------------------
(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)

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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
--------------------------------------------------------------------------------
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.                                                                    

SC 13E3/A
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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.  

SC 13E3/A
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 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
                                            ------------------------------------
                                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

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                           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

SC 13E3/A
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                                                                               7

 EXHIBIT INDEX

EXHIBIT                                                                         
NUMBER         DESCRIPTION                                                      

(a)(5)        Press Release of The Leslie Fay Company, Inc.,                    
dated November 20, 2001.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/14/01		5					SC 13D/A
		11/20/01		3		7			15-12B,  8-K
		10/23/01		3					SC 13E3/A
		10/4/01		3					PRER14A,  SC 13E3/A
		9/4/01		3					PRER14A,  SC 13E3/A
		7/13/01		3					PRER14A,  SC 13E3/A
		5/4/01		2		3			PRE 14A,  PREM14A,  SC 13D/A,  SC 13E3
		4/27/01		3
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