FAY LESLIE COMPANIES INC /DEREG/
SC 13D/A, 1997-09-24
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 6 to
                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                           The Leslie Fay Company Inc.
                           ---------------------------
                                (Name of Issuer)

                          Common Stock, $ .01 par value /1/
                         (Title of Class of Securities)

                                    527016109
                                    ---------
                                 (CUSIP Number)

                             Abbe L. Dienstag, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
                                 --------------
                     (Name, Address and Telephone Number of
                      Person Authorized to Receive Notices
                               and Communications)

                                 September 22, 1997
                                 ---------------
                      (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
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|

- --------
1    The Reporting Persons believe that the Common Stock, $.01 par value, of the
     Issuer has not been  registered  pursuant  to Section 12 of the  Securities
     Exchange Act (the "Act") and, therefore,  they are not required pursuant to
     Rule 13(d)1 of the Act to file this Amendment No. 6 to Schedule 13D.



                               Page 1 of 4 Pages

<PAGE>

                               Amendment No. 6 to

                                  Schedule 13D


         This  amends the  Schedule  13D dated  August 15,  1997 (the  "Schedule
13D"),  as amended by Amendment  No. 1 dated August 21,  1997,  Amendment  No. 2
dated August 28, 1997,  Amendment No. 3 dated September 5, 1997, Amendment No. 4
dated  September 10, 1997 and Amendment No. 5 dated  September 19, 1997 filed by
Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein
Focus"), Dickstein International Limited ("Dickstein International"),  Dickstein
Partners,  L.P.  ("Dickstein  Partners"),  Dickstein  Partners Inc.  ("Dickstein
Inc.") and Mark Dickstein with respect to the Common Stock,  $.01 par value (the
"Common Stock"),  of The Leslie Fay Company,  Inc., a Delaware  corporation (the
"Company").  Notwithstanding this Amendment No. 6, the Schedule 13D speaks as of
its date.  Capitalized terms used without  definition have the meanings ascribed
to them in the Schedule 13D.

         I. Item 4 of the Schedule 13D "Purpose of  Transaction."  is amended by
adding the following paragraph:

         "On September 22, 1997, Mark Dickstein, President of Dickstein Inc. and
Mark Kaufman,  Vice President of Dickstein  Inc., were appointed to the Board of
Directors of the Company."


                               Page 2 of 4 Pages

<PAGE>

                                    SIGNATURE


         After  reasonable  inquiry and to the best  knowledge and belief of the
undersigned,  the  undersigned  certifies that the information set forth in this
Statement is true, complete and correct.


Date:  September 24, 1997


                         DICKSTEIN & CO., L.P.

                         By:  Alan Cooper, as Vice President of Dickstein
                              Partners Inc., the general partner of Dickstein
                              Partners, L.P., the general partner of Dickstein &
                              Co., L.P.

                              /s/ Alan Cooper
                              --------------------
                              Name:  Alan Cooper

                         DICKSTEIN FOCUS FUND L.P.

                         By:  Alan Cooper, as Vice President of Dickstein
                              Partners Inc., the general partner of Partners,
                              L.P., the general  partner of Dickstein Focus Fund
                              L.P.

                              /s/ Alan Cooper
                              --------------------
                              Name:  Alan Cooper

                         DICKSTEIN INTERNATIONAL LIMITED

                         By:  Alan Cooper, as Vice President of Dickstein
                              Partners Inc., the agent of Dickstein
                              International Limited

                              /s/ Alan Cooper
                              --------------------
                              Name:  Alan Cooper

                         DICKSTEIN PARTNERS, L.P.

                         By:  Alan Cooper, as Vice President of Dickstein
                              Partners  Inc.,  the general  partner of Dickstein
                              Partners, L.P.

                              /s/ Alan Cooper
                              --------------------
                              Name:  Alan Cooper


                               Page 3 of 4 Pages


<PAGE>

                         DICKSTEIN PARTNERS INC.

                         By:  Alan Cooper, as Vice President


                              /s/ Alan Cooper
                              --------------------
                              Name:  Alan Cooper


                              Mark Dickstein


                              /s/ Mark Dickstein
                              ---------------------
                              Name:  Mark Dickstein


                               Page 4 of 4 Pages



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