UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE LESLIE FAY COMPANIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
52701000
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(CUSIP Number)
Gail L. Weinstein, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27, 1997
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(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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
CUSIP No. 52701000 Page 2 of 5 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whippoorwill Associates, Inc.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 144,338
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
144,338
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,338
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.25%
14 TYPE OF REPORTING PERSON
IA
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D filed by
Whippoorwill Associates, Inc., a Delaware corporation
("Whippoorwill"), which has discretionary authority with respect
to the investments of, and acts as agent for, its clients (such
clients being referred to herein, collectively, as the
"Holders"), relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Leslie Fay Companies, Inc., a
Delaware corporation (the "Issuer"), and is being filed pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
Item 5 is hereby amended as follows:
(a) As of September 12, 1997, the Holders, in the
aggregate, own 144,338 shares of the Common Stock, which
represents approximately 4.25% of the total Common Stock
outstanding (based on there being 3,400,000 shares of the Common
Stock outstanding as of August 2, 1997 as set forth in the
Issuer's Form 10-Q for the quarter ending July 5, 1997).
Although Whippoorwill does not directly own any of the Common
Stock, Whippoorwill and its principals may be deemed to own
beneficially the shares of Common Stock owned by the Holders, by
virtue of Whippoorwill's acting as agent for, and having
discretionary authority with respect to the investments of, the
Holders. Whippoorwill and its principals disclaim any such
beneficial ownership.
(b) Although Whippoorwill does not directly own any of the
Common Stock, since Whippoorwill has discretionary authority with
respect to the investments of and acts as agent for the Holders, as of
September 12, 1997, Whippoorwill has shared power to vote and dispose
of the 144,338 shares of Common Stock owned in the aggregate by the
Holders. The information required by Item 2 with respect to
Whippoorwill is set forth in Item 2 contained in the Schedule 13D
filed on June 12, 1997 by Whippoorwill with respect to the Common
Stock.
(c) On August 27, 1997 and August 28, 1997,
Whippoorwill, on behalf of the Holders, sold an aggregate of
121,800 shares of Common Stock, as set forth in the table below.
All transactions described below were effected by Whippoorwill
through one or more Nasdaq market makers.
<TABLE>
<CAPTION>
Number of shares of
Sale Date Common Stock sold Price per share
- ----------------- ------------------- ---------------
<S> <C> <C>
August 27, 1997 81,800 $11.15
August 28, 1997 40,000 $12.25
</TABLE>
(d) The Holders have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock. No Holder beneficially owns more than
5% of the Common Stock.
(e) On August 28, 1997, Whippoorwill ceased to be the
beneficial owner of more than five percent of the Common Stock.
Signature
After reasonable inquiry and to the best of its
knowledge and belief Whippoorwill certifies that the information
set forth in this statement is true, complete and correct.
WHIPPOORWILL ASSOCIATES, INC.
/s/ Pamela M. Lawrence
-----------------------------
By: Pamela M. Lawrence
Title: Managing Director
