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): October 28, 1998
THE LESLIE FAY COMPANY, INC.
Delaware 1-9196 13-3197085
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(State or Other (Commission File Number) (IRS 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
Not Applicable
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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
Item 5. Other Events.
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On October 28, 1998, the registrant issued a press release (the "Press
Release") reporting that it had completed its purchase of the apparel business
of The Warren Apparel Group Ltd.
A copy of the Press Release is attached to this report as Exhibit
99.01.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibits:
99.01 The registrant's press release dated October 28, 1998.
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 2, 1998 THE LESLIE FAY COMPANY, INC.
By: /s/ Warren T. Wishart
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Warren T. Wishart
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
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Exhibit
Number Description
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99.01 The registrant's press release dated October 28, 1998.
Exhibit 99.01
Contact:
At the Company: At the Financial Relations Board:
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Warren Wishart 212-661-8030
Chief Financial Officer Analyst Information: Lynn Sawyer
212-221-4076 Media Information: Deanne Eagle
General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
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October 28, 1998
LESLIE FAY COMPLETES PURCHASE OF WARREN APPAREL GROUP
--Regains Presence in Evening Dresses, "Better" Price Category--
NEW YORK, N.Y., October 28, 1998--The Leslie Fay Company, Inc. (OTC Bulletin
Board: LFAY) announced today the completion of its purchase of the apparel
business of The Warren Apparel Group Ltd., effective today, giving Leslie Fay a
renewed presence in the "better" price category for dresses and in evening and
social occasion dresses.
Founded in 1967, The Warren Apparel Group Ltd. is a privately owned,
New York City- based manufacturer and wholesaler of women's career, social and
evening dresses sold in the "better" and "social occasion" departments of
department and specialty stores nationwide primarily under the David Warren,
DW3, Warren Petites, Reggio and Rimini labels. Richard Warren and Michael
Warren, executive vice presidents of The Warren Apparel Group, will join Leslie
Fay. Mrs. Blossom Warren, the chairman and principal shareholder of The Warren
Apparel Group, will retire from the business.
The two companies announced signing a letter of intent in connection
with the purchase in early July and a definitive agreement in September. The
final purchase price, subject to post closing adjustments, is estimated at
approximately $4 million, including assumed liabilities and letters of credit.
Warren Apparel is expected to add approximately $40 million to Leslie Fay
revenue for 1999. Integrating the purchase during the fourth quarter is expected
to modestly reduce earnings for that period, and the business is expected to add
to gross margin and profit in 1999.
"The purchase of Warren Apparel's assets furthers our plan to
revitalize Leslie Fay by launching new lines and acquiring well-known labels
that broaden Leslie Fay's market
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presence," John J. Pomerantz, Leslie Fay chairman and chief executive officer,
said in making theannouncement. "This acquisition also gives us a presence in
the 'better' price category as we move to regain our former position as one of
the dominant forces in American apparel."
"We are pleased to become part of the Leslie Fay family," Richard
Warren said. "Joining with Leslie Fay will strengthen our position in the market
and facilitate future growth."
A leading designer, manufacturer and marketer of women's apparel since
1947, The Leslie Fay Company, Inc. sells its dresses and sportswear through
leading department and specialty stores nationwide. The company's brands include
Leslie Fay--one of the best-known trademarks in women's apparel, Haberdashery by
Leslie Fay Sportswear, Joan Leslie, and HUE.
To receive additional information about The Leslie Fay Company, Inc. at no
charge, dial
1-800-PRO-INFO and enter code LFAY.
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Statements contained herein include forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the applicable
statements. These risks and uncertainties include, but are not limited
to, the uncertainty of potential manufacturing difficulties, the
dependence on key personnel and customers, the possible impact of
competitive products and pricing, the company's continued ability to
finance its operations, general economic conditions, and the
achievement and maintenance of profitable operations and positive cash
flow.
