SECURITIES AND EXCHANGE COMMISION
WASHINGTON, DC 20549
--------------------
FORM 10-Q/A
AMENDMENT NO. 1
TO
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 3, 1999 COMMISSION FILE NO. 1-9196
THE LESLIE FAY COMPANY, INC.
DELAWARE 13-3197085
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1412 BROADWAY
NEW YORK, NEW YORK 10018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 221-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No____
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No____
There were 6,041,138 shares of Common Stock outstanding at July 3, 1999.
<PAGE>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
INDEX
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<CAPTION>
Page No.
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements:
Consolidated Balance Sheets as of July 3, 1999 (Unaudited)
and January 2, 1999...........................................3
Consolidated Statements of Operations (Unaudited) for the
Twenty-Six Weeks Ended July 3, 1999 and
July 4, 1998, respectively....................................4
Consolidated Statements of Operations (Unaudited) for the
Thirteen Weeks Ended July 3, 1999 and
July 4, 1998, respectively....................................5
Consolidated Statements of Cash Flows (Unaudited) for the
Twenty-Six Weeks Ended July 3, 1999 and
July 4, 1998, respectively....................................6
Notes to Consolidated Financial Statements.........................................7
SIGNATURES........................................................................13
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<CAPTION>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
UNAUDITED AUDITED
JULY 3, JANUARY 2,
ASSETS 1999 1999
------------ -----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents....................................... $ 3,558 $ 946
Restricted cash and cash equivalents............................ 2,628 3,267
Accounts receivable- net of allowances for possible losses of
$5,651 and $6,825, respectively.............................. 17,266 16,172
Inventories..................................................... 35,105 38,627
Prepaid expenses and other current assets....................... 1,391 970
--------- ---------
Total Current Assets......................................... 59,948 59,982
Property, plant and equipment, at cost, net of accumulated
depreciation of $913 and $409, respectively.................. 3,791 2,781
Excess of purchase price over net assets acquirednet of
accumulated amortization of $202 and $50, respectively....... 4,338 4,490
Deferred charges and other assets............................... 2,056 551
--------- ---------
Total Assets.................................................... $ 70,133 $ 67,804
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short term debt................................................. $ 417 $ 1,162
Accounts payable................................................ 10,426 12,070
Accrued expenses and other current liabilities.................. 7,181 7,486
Accrued expenses and other current confirmation liabilities..... 2,628 3,267
Income taxes payable............................................ 1,906 371
Current portion of capitalized leases........................... 42 48
--------- ---------
Total Current Liabilities.................................... 22,600 24,404
Excess of revalued net assets acquired over equity under fresh-
start reporting, net of accumulated amortization of $9,525 and
$7,239, respectively....................................... 4,183 6,469
Long term debtcapitalized leases............................... -- 17
Deferred liabilities............................................ 688 477
--------- ---------
Total Liabilities............................................... 27,471 31,367
--------- ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.01 par value; 500 shares authorized, no
shares issued and outstanding.................................. -- --
Common stock, $.01 par value; 20,000 shares authorized;
6,858 shares issued........................................... 69 69
Capital in excess of par value...................................... 29,800 28,824
Retained earnings................................................... 17,416 12,167
--------- ---------
Subtotal........................................................ 47,285 41,060
Treasury stock, at cost; 817 shares................................. 4,623 4,623
--------- ---------
Total Stockholders' Equity...................................... 42,662 36,437
--------- ---------
Total Liabilities and Stockholders' Equity.......................... $ 70,133 $ 67,804
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these consolidated balance sheets.
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<TABLE>
<CAPTION>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
UNAUDITED
TWENTY-SIX TWENTY-SIX
WEEKS ENDED WEEKS ENDED
JULY 3, JULY 4,
1999 1998
------------ -----------
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Net Sales...................................................... $ 99,594 $73,934
Cost of Sales................................................. 73,067 54,447
---------- ---------
Gross profit................................................ 26,527 19,487
---------- ---------
Operating Expenses:
Selling, warehouse, general and
administrative expenses.............................. 19,384 13,651
Non-cash stock based compensation........................... 630 1,088
Depreciation and amortization expense....................... 595 70
---------- ---------
Total operating expenses................................ 20,609 14,809
Other income................................................ (672) (575)
Amortization of excess revalued net assets acquired
over equity........................................... (2,286) (2,286)
---------- ---------
Total operating expenses, net............................... 17,651 11,948
---------- ---------
Operating income............................................ 8,876 7,539
Interest and Financing Costs................................... 1,004 320
Other Expenses................................................. 534 --
---------- ---------
Income before taxes......................................... 7,338 7,219
Provision for Taxes............................................ 2,089 2,072
---------- ---------
Net Income ................................................. $ 5,249 $5,147
========== =========
Net Income per Share -Basic............................... $ 0.87 $ 0.76
========== =========
-Diluted............................. $ 0.84 $ 0.72
========== =========
Weighted Average Shares Outstanding -Basic..................... 6,041,138 6,801,967
========== =========
-Diluted................... 6,220,849 7,149,484
========== =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these consolidated financial statements.
-4-
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<TABLE>
<CAPTION>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
UNAUDITED
THIRTEEN THIRTEEN
WEEKS ENDED WEEKS ENDED
JULY 3, JULY 4,
1999 1998
------------ ------------
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Net Sales....................................................... $ 38,450 $ 28,676
Cost of Sales................................................... 28,607 21,187
------------- ------------
Gross profit................................................. 9,843 7,489
------------- ------------
Operating Expenses:
Selling, warehouse, general and
administrative expenses............................... 9,011 6,511
Noncash stock based compensation............................ 329 692
Depreciation and amortization expense........................ 315 53
------------- ------------
Total operating expenses................................. 9,655 7,256
Other income................................................. (323) (303)
Amortization of excess revalued net assets acquired
over equity............................................. (1,143) ( 1,143)
------------- ------------
Total operating expenses, net................................ 8,189 5,810
------------- ------------
Operating income............................................. 1,654 1,679
Interest and Financing Costs.................................... 335 130
Other Expenses.................................................. 534 --
------------- ------------
Income before taxes.......................................... 785 1,549
(Benefit) Provision for Taxes................................... (183) 171
------------- ------------
Net Income .................................................. $ 968 $1,378
============= ============
Net Income per Share -Basic.................................. $ 0.16 $ 0.20
============= ============
-Diluted................................ $ 0.15 $ 0.19
============= ============
Weighted Average Shares Outstanding -Basic..................... 6,041,138 6,803,956
============= ============
-Diluted................... 6,290,628 7,166,261
============= ============
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these consolidated financial statements.
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<CAPTION>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED
TWENTY-SIX TWENTY-SIX
WEEKS ENDED WEEKS ENDED
JULY 3, JULY 4,
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................................... $ 5,249 $ 5,147
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization................................... 656 76
Amortization of excess net assets acquired over equity.......... (2,286) (2,286)
Provision for possible losses on accounts receivable............ (5) 19
Provision for stock based compensation and stock option grants.. 630 1,088
Changes in assets and liabilities:
Restricted short term investment.............................. -- 2,989
Accounts receivable........................................... (1,089) (3,034)
Inventories................................................... 3,522 (6,884)
Prepaid expenses and other current assets..................... (458) (238)
Deferred charges and other assets............................. (1,505) 44
Accounts payable, accrued expenses and other current
liabilities............................................... (1,722) (4,972)
Income taxes payable.......................................... 1,535 99
Deferred liabilities.......................................... 211 97
Changes due to reorganization activities:
Use of preconsummation deferred taxes........................ 383 2,034
---------- ----------
Total adjustments........................................... (128) (10,968)
---------- ----------
Net cash provided by (used in) operating activities......... 5,121 (5,821)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.............................................. (1,514) (956)
---------- ----------
Net cash used in investing activities....................... (1,514) (956)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings.......................................... 28,908 --
Repayment of borrowings ......................................... (29,236) --
Notes payable..................................................... (417) --
Merger Costs...................................................... (227) --
Repayment of capital leases ...................................... (23) (121)
Payment of obligations under Plan of Reorganization............... (639) (561)
---------- ----------
Net cash (used in) financing activities................. (1,634) (682)
---------- ----------
Net increase (decrease) in cash and cash equivalents.............. 1,973 (7,459)
---------- ----------
Cash and cash equivalents, at beginning of period................. 4,213 19,813
---------- ----------
Cash and cash equivalents, at end of period....................... $6,186 $12,354
========== ==========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these consolidated financial statements.
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<PAGE>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The consolidated financial statements included herein have been
prepared by The Leslie Fay Company, Inc. and subsidiaries (The Leslie Fay
Company, Inc. being sometimes individually referred to, and together with its
subsidiaries collectively referred to, as the "Company" as the context may
require), pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted from this report, as is
permitted by such rules and regulations; however, the Company believes that the
disclosures are adequate to make the information presented not misleading. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the Fiscal Year ended January 2, 1999
(the "1998 Form 10-K"). Interim taxes were provided based on the Company's
estimated effective tax rate for the year.
In the opinion of management, the information furnished reflects all
adjustments, all of which are of a normal recurring nature, necessary for a fair
presentation of the results for the reported interim periods. Results of
operations for interim periods are not necessarily indicative of results for the
full year, and the seasonality of the business may make projections of full year
results based on interim periods unreasonable.
2. RECENT DEVELOPMENTS:
On May 12, 1999 the Company signed a merger agreement with two private
investment funds managed by Three Cities Research, Inc. ("Three Cities") and a
wholly-owned affiliate created by these funds to effect the merger. On this same
date, Three Cities purchased 2,158,000 shares of the Company's common stock from
affiliates of Dickstein Partners, Inc.
This investment equals about a 36% interest in the Company.
Pursuant to this merger, Three Cities may be able to acquire up to
1,111,966 additional shares and the Company may be able to acquire up to
1,012,520 shares of the approximately 6,041,000 currently outstanding. Under the
merger agreement, the Company's stockholders would have the right either to keep
their shares after the merger or elect to receive cash in the amount of $7 per
share for up to 2,111,966 shares. If holders opt to exchange more than 2,111,966
shares, there would be a pro-rata reduction, so that the electing stockholders
would receive cash for some of their shares and would keep the remainder of
their shares. The Company would be the surviving corporation in the merger and
remain as a public company.
Three Cities has agreed not to elect to receive any cash. Affiliates of
Dickstein Partners, Inc. have stated that they currently intend to elect cash
for 250,000 of their remaining 641,736 shares. Officers and directors of the
Company do not intend to elect to receive any cash for their shares or to
exercise or accelerate the vesting of their options.
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
The Company expects to finance the shares it intends to acquire partly
by drawing on its existing $42,000,000 revolving credit facility agreement with
The CIT Group/Commercial Services, Inc. ("CIT") and partly by drawing on an
additional $5,000,000 5-year long-term debt facility with CIT. This new debt
carries an interest rate of prime plus two percentage points. The Company has a
letter of commitment, subject to conditions, from CIT to provide this financing.
The merger agreement is subject to approval of holders of two-thirds of
the Company's outstanding shares, completion of a final financing agreement and
regulatory approvals. The stockholder's meeting is scheduled to be held on
August 24, 1999. Neither the Company nor its Board of Directors is providing a
recommendation as to whether or not stockholders should elect to exchange their
shares for cash. Three Cities and affiliates of Dickstein Partners, Inc.
have agreed to vote their shares in favor of the merger.
3. INVENTORIES:
Inventories consist of the following:
July 3, January 2,
1999 1999
------- ---------
(In thousands)
Raw materials $14,786 $10,763
Work in process 4,055 2,613
Finished goods 16,264 25,251
-------- -------
Total inventories $35,105 $38,627
======== =======
4. DEBT:
On June 2, 1997, in preparation for the consummation of the Amended
Joint Plan of Reorganization ("the Plan"), a wholly-owned subsidiary of the
Company entered into a two-year financing agreement (the "CIT Credit Agreement")
with CIT which was amended on October 27, 1998 to extend the agreement through
June 2, 2001 to provide direct borrowings and to issue letters of credit on the
Company's behalf. Direct borrowings bear interest at prime minus .25% (7.75% at
July 3, 1999) and the CIT Credit Agreement requires a fee, payable monthly, on
average outstanding letters of credit at a rate of 2% annually. The Company had
a net borrowing availability under the CIT Credit Agreement of $23,503,000 on
July 3, 1999 and peak borrowing during the twenty-six weeks ended July 3, 1999
was $12,808,000. There were no direct borrowings outstanding under the CIT
Credit Agreement and approximately $10,273,000 was committed under unexpired
letters of credit as of July 3, 1999.
-8-
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
The CIT Credit Agreement has been modified four times through March 29,
1999, to adjust for changes relating to the Company's consolidated balance sheet
as it exited from bankruptcy, reflecting associated "fresh start" accounting
adjustments, increasing the level of capital expenditures to support the
Company's growth and Year 2000 requirements, allowing the acquisition of certain
assets of The Warren Apparel Group Ltd., permitting the Company's stock buy-back
program, extending the CIT Credit Agreement, increasing the Company's credit
line, reducing borrowing costs, and allowing the early termination of the CIT
Credit Agreement at the option of the Company. Key modifications include:
|X| The committed credit line has been increased to $42,000,000 from
$30,000,000. The sub-limit on letters of credit has also been increased
from $20,000,000 to $25,000,000. The limit on inventory based
collateral has been raised from $12,000,000 to $15,000,000.
|X| The interest rate on direct borrowings has been reduced from prime plus
100 basis points to prime less 25 basis points.
|X| The Company may repurchase its stock or to pay dividends up to an
amount of $10,000,000. As of July 3, 1999, approximately $5,400,000 of
this amount remains available.
|X| Covenants related to capital expenditures, minimum ratio of
consolidated current assets to consolidated current liabilities,
minimum consolidated tangible net worth and minimum consolidated
working capital have been set at levels appropriate for normal business
conditions and the Company's existing stock repurchase program.
|X| The Company may, with CIT's approval, acquire new businesses.
|X| The Company may terminate the CIT Credit Agreement early.
As collateral for borrowing under the CIT Credit Agreement, the Company
has granted to CIT a security interest in substantially all of its assets. In
addition, the CIT Credit Agreement contains certain restrictive covenants,
including limitations on the incurrence of additional liens and indebtedness.
The Company is currently in compliance with or has obtained written waivers for
all requirements contained in the CIT Credit Agreement.
5. INCOME TAXES:
The provision (benefit) for federal, state and local income taxes is
$2,089,000 and $2,072,000 for the twenty-six weeks ended July 3, 1999 and July
4, 1998, respectively and ($183,000) and $171,000 for the thirteen weeks ended
July 3, 1999 and July 4, 1998, respectively. Federal income taxes are
substantially offset by the utilization of pre-consummation net operating loss
carryovers, which are limited to approximately $1,500,000 in 1999.
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
6. COMMITMENTS AND CONTINGENCIES:
As noted in the Company's 1998 Form 10-K, the Company and several of
its subsidiaries filed voluntary petitions in the Bankruptcy Court under Chapter
11 of the Bankruptcy Code in April 1993. By an order dated April 21, 1997 (the
"Confirmation Order"), the Bankruptcy Court confirmed the Plan. The Plan was
consummated on June 4, 1997. Certain alleged creditors who asserted age and
other discrimination claims against the Company and whose claims were expunged
(the "Claimants") pursuant to an order of the Bankruptcy Court (see below)
appealed the Confirmation Order to the United States District Court for the
Southern District of New York. The Company moved to dismiss the appeal from the
Confirmation Order and the motion was granted and the appeal was dismissed. An
appeal to the United States Court of Appeals for the Second Circuit from the
order dismissing the appeal taken by the Claimants subsequently was withdrawn,
without prejudice, and may be refiled in the future. In addition, the Claimants
and two other persons commenced a separate adversary proceeding in the
Bankruptcy Court to revoke the Confirmation Order. The Company has moved to
dismiss the adversary proceeding to revoke the Confirmation Order and that
motion has been fully briefed, but has not yet been argued to the Bankruptcy
Court.
The Claimants, who are former employees of the Company and who were
discharged prior to the filing of the Chapter 11 cases, asserted age and other
discrimination claims, including punitive damage claims against the Company in
the approximate aggregate sum of $80 million. Following a trial on the merits,
the Bankruptcy Court expunged and dismissed those claims in their entirety. The
Claimants appealed that decision to the United States District Court for the
Southern District of New York, and on July 17, 1998, that Court affirmed the
decision of the Bankruptcy Court. The Claimants took a further appeal to the
United States Court of Appeals for the Second Circuit, which was dismissed by
the Second Circuit on June 28, 1999. Subsequently, the Claimants indicated their
intention to petition the United States Supreme Court for relief, but such a
petition has not yet been filed.
Five of the Claimants in the above-described appeal commenced an action
alleging employment discrimination against certain former officers and directors
of the Company in the United States District Court for the Southern District of
New York. The Court dismissed all of the causes of action arising under federal
and state statutes, and the only remaining claims are those arising under the
New York City Human Rights Law. Discovery is complete and it is expected that a
summary judgement motion will be filed by the defending officers and directors
in the near future, based upon the final order of the Second Circuit dismissing
all discrimination allegations.
In addition, the Company is involved in the following legal proceedings
of significance:
In February 1993, the Securities and Exchange Commission obtained an
order directing a private investigation of the Company in connection with, among
other things, the filing by the Company of annual and other reports that may
have contained misstatements, and the purported failure of the Company to
maintain books and records that accurately reflected its financial condition and
operating results. To the Company's knowledge, this investigation has been
dormant for several years.
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
In February 1993, the United States Attorney for the Middle District of
Pennsylvania issued a Grand Jury Subpoena seeking the production of documents as
a result of the Company's announcement of accounting irregularities. In 1994,
Donald F. Kenia, former Controller of the Company, was indicted by a federal
grand jury in the Middle District of Pennsylvania and pleaded guilty to the
crime of securities fraud in connection with the accounting irregularities. On
or about October 29, 1996, Paul F. Polishan, former Senior Vice President and
Chief Financial Officer of the Company, was indicted by the federal grand jury
in the Middle District of Pennsylvania for actions relating to the accounting
irregularities. The trial of the case against Paul F. Polishan has not yet
occurred.
In March 1993, a stockholder derivative action entitled "Isidore
Langer, derivatively on behalf of The Leslie Fay Companies, Inc. v. John J.
Pomerantz et al." was instituted in the Supreme Court of the State of New York,
County of New York, against certain officers and directors of the Company and
its then auditors. This complaint alleges that the defendants knew or should
have known material facts relating to the sales and earnings of the Company,
which they failed to disclose. The time to answer, move or otherwise respond to
the complaint has not yet expired. The plaintiff seeks an unspecified amount of
monetary damages, together with interest thereon, and costs and expenses
incurred in the action, including reasonable attorneys' and experts' fees. The
Company cannot presently determine the ultimate outcome of this litigation, but
believes that it should not have any unfavorable impact on its financial
statements. Pursuant to the Plan, a Derivative Action Board, comprised of three
persons or entities nominated by the Creditors' Committee and appointed by the
Bankruptcy Court, is the only entity authorized to prosecute, compromise and
settle or discontinue the derivative action.
7. STOCKHOLDERS' EQUITY:
At June 4, 1997, 6,800,000 shares, adjusted retroactively for the July
1, 1998 stock split, were issued and outstanding and were being held by the plan
administrator in trust. In July 1997, 5,372,000 (79%) of the shares were
distributed. During the period from February 15, 1999 through March 5, 1999,
approximately 1,250,000 (88%) of the remaining shares were distributed. The
remaining shares are being held back by the plan administrator until the final
disputed claims are settled before the Bankruptcy Court.
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THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
8. ACCOUNTING FOR STOCK OPTION COMPENSATION
Under the provisions of Statement of Financial Accounting Standards
("SFAS") No.123, "Accounting for Stock Based Compensation," the Company has
recorded $593,000 and $1,081,000 of non-cash stock based compensation expense
for the twenty-six weeks ended July 3, 1999 and July 4, 1998, respectively and
$314,000 and $685,000 for the thirteen weeks ended July 3, 1999 and July 4,
1998, respectively. These amounts were offset as adjustments to Capital in
excess of par value in the consolidated balance sheets.
9. NET INCOME PER SHARE:
For the twenty-six weeks ended July 3, 1999 and July 4, 1998, the basic
weighted average common shares outstanding was 6,041,138 and 6,801,967
respectively, and the weighted average shares outstanding assuming dilution was
6,220,849 and 7,149,484, respectively. The difference of 179,711 and 347,517,
respectively, represents the incremental shares issuable upon exercise of
dilutive stock options.
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<PAGE>
THE LESLIE FAY COMPANY, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 19, 1999 THE LESLIE FAY COMPANY, INC.
(Company)
By: /s/ Warren T. Wishart
-------------------------------
Warren T. Wishart
Senior Vice President - Administration
and Finance, Chief Financial Officer
and Treasurer
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