SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
AUGUST 27, 1997
THE LESLIE FAY COMPANY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-9196 13-3197085
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(STATE OR OTHER (COMMISSION FILE NO.) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
1412 BROADWAY
NEW YORK, NEW YORK 10018
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 221-4000
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(Former Name or Former Address, If Changed Since Last Report)
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
FORM 8 - K
ITEM 5. OTHER EVENTS:
On August 27, 1997, The Leslie Fay Company, Inc. released the
attached press release (see Exhibit 1), which addressed its second quarter
results and included pro-forma information for the twenty-seven and thirteen
weeks ended July 5, 1997 and the twenty-six and thirteen weeks ended June 29,
1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS:
(c) Exhibits:
Exhibit Number Description
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1 Press Release dated August 27, 1997.
-2-
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
The Leslie Fay Company, Inc. has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: September 2, 1997 The Leslie Fay Company, Inc.
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(Company)
By: /s/ Warren T. Wishart
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Warren T. Wishart
Secretary and Chief
Financial Officer
[EXHIBIT 1]
FOR IMMEDIATE RELEASE
LESLIE FAY REPORTS FINANCIAL RESULTS FOR SECOND QUARTER;
SALES AND EARNINGS INCREASE ON PRO-FORMA BASIS
NEW YORK, NEW YORK, AUGUST 27, 1997 -- The Leslie Fay Company, Inc. today
reported financial results for the second quarter and first six months of its
current fiscal year. These unaudited results have been prepared on a pro-forma
basis to reflect the disposition of the Sassco Fashions and Castleberry
divisions and to include "fresh start" adjustments resulting from the company's
emergence from chapter 11 bankruptcy protection on June 4, 1997.
For the 13 weeks ended July 5, 1997, Leslie Fay reported net sales of $23.2
million, compared to $20.0 million in the comparable period a year ago. The
company's operating income in the second quarter was $1.9 million, compared to
an operating loss of ($685,000) in the 1996 second quarter. Net income in the
second quarter was $1.7 million, or $0.50 per share, compared to a net loss of
($952,000), or ($0.28) per share, in the year-ago period. The per-share data for
both periods has been calculated using 3.4 million outstanding shares of Leslie
Fay common stock (of which 20 percent are not currently trading due to a hold
back by the bankruptcy court). On a fully diluted basis, assuming a total of 4.1
million common shares (including unexercised options granted to management),
Leslie Fay's net income in the second quarter of 1997 was $0.41 per share
compared to a net loss of ($0.23) per share in the 1996 second quarter.
For the 27 weeks ended July 5, 1997, Leslie Fay had net sales of $64.6 million,
compared to $47.6 million in the comparable period a year ago. The company's
operating income in the first half of 1997 was $7.7 million, compared to an
operating loss of ($361,000) in the 1996 first half. Net income in the first six
months of 1997 was $6.9 million, or $2.03 per share, compared to a net loss of
($838,000), or ($0.25) per share, in the year-ago period. On a fully diluted
basis, Leslie Fay's net income in the first half of 1997 was $1.66 per share
compared to a net loss of ($0.20) per share in the comparable period in 1996.
The company said the improved financial performance during the 1997 periods is
the result of increased sales, higher gross margins, and reduced expenses as
compared to the same periods in 1996.
"The new Leslie Fay is off to a promising start," said John J. Pomerantz,
Chairman and Chief Executive Officer of The Leslie Fay Company, Inc. "We are
clearly benefitting from having put our previous issues behind us and being able
to focus entirely on the business. Consumers are responding
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warmly to our revamped product lines, and orders from our department store
customers have been encouraging."
As previously reported, Leslie Fay's plan of reorganization was confirmed by the
U.S. Bankruptcy Court on April 21, 1997 and became effective on June 4, 1997. In
accordance with the plan of reorganization, Leslie Fay's previous equity has
been extinguished and the former Sassco Fashions and Castleberry divisions have
become independent companies. Stock in the new Leslie Fay trades over the
counter. Leslie Fay has filed a quarterly report (form 10-Q) covering the pre-
and post-chapter 11 period with the Securities and Exchange Commission.
Founded in 1947, The Leslie Fay Company, Inc. is a leading manufacturer of
women's apparel, including dresses and sportswear. Its brands include Leslie
Fay, Haberdashery, Outlander, and HUE.
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
Reorganized as of June 4, 1997
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(In thousands, except per share data)
Proforma to Exclude the Sassco Fashions and Castleberry Divisions and to Include
Fresh Start Adjustments
<TABLE>
<CAPTION>
First Half Proforma Second Quarter Proforma
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Twenty-Seven Twenty-Six Thirteen Thirteen
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 5, June 29, July 5, June 29,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Net Sales $ 64,604 $ 47,624 $ 23,209 $ 19,989
Gross Profit 16,785 10,563 5,555 3,897
Selling, Warehouse, General and
Administrative Expenses
(Net of Licensing Revenue) 11,367 13,210 4,762 5,725
Amortization of Excess Revalued
Net Assets Over Equity (2,286) (2,286) (1,143) (1,143)
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Operating Income (Loss) 7,704 (361) 1,936 (685)
Net Interest Expense and Financing
Costs 675 392 229 215
Income (Loss) before Provision
for Income Taxes 7,029 (753) 1,707 (900)
Provision for Income Taxes 128 85 12 52
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Net Income (Loss) $ 6,901 ($ 838) $ 1,695 ($ 952)
Net Income (Loss) Per Share
of Common Stock Basic $ 2.03 ($ 0.25) $ 0.50 ($ 0.28)
Assuming
Dilution $ 1.66 ($ 0.20) $ 0.41 ($ 0.23)
Weighted Average Common
Shares Outstanding Basic 3,400 3,400 3,400 3,400
Assuming
Dilution 4,146 4,146 4,146 4,146
EBITDA 5,418 (2,647) 793 (1,828)
</TABLE>
* Note: The Net Income (Loss) Per Share of Common Stock calculations for both
the Twenty-six and Thirteen Weeks Ended June 29, 1996 use the Weighted
Average Common Shares Outstanding as of July 5, 1997.
(Unaudited)
as of
July 5,
1997
Balance Sheet Data:
Total Assets $ 75,280
Total Liabilities 36,879
Excess of Revalued Assets Over Equity Under "Fresh Start" 13,327
Stockholders' Surplus 25,074
