UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
The Leslie Fay Company, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
527016109
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(CUSIP Number)
March 12, 1999
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
<PAGE>
CUSIP No. 527016109
1) NAME OF REPORTING PERSON Stonehill Partners, L.P.
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I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 111,200
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6) SHARED VOTING POWER -0-
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7) SOLE DISPOSITIVE POWER 111,200
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8) SHARED DISPOSITIVE POWER -0-
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 111,200
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10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 1.8%
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14) TYPE OF REPORTING PERSON* PN
Page 2 of 9
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CUSIP No. 527016109
1) NAME OF REPORTING PERSON Stonehill Offshore
Partners Limited
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I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 133,200
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6) SHARED VOTING POWER -0-
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7) SOLE DISPOSITIVE POWER 133,200
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8) SHARED DISPOSITIVE POWER -0-
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 133,200
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10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.2%
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12) TYPE OF REPORTING PERSON* CO
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Page 3 of 9
<PAGE>
CUSIP No. 527016109
1) NAME OF REPORTING PERSON Stonehill Institutional
Partners, L.P.
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I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 146,300
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6) SHARED VOTING POWER -0-
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7) SOLE DISPOSITIVE POWER 146,300
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8) SHARED DISPOSITIVE POWER -0-
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 146,300
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10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.4%
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12) TYPE OF REPORTING PERSON* PN
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Page 4 of 9
<PAGE>
Item 1.
(a) Name of Issuer
The Leslie Fay Company, Inc.
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(b) Address of Issuer's Principal Executive Offices
1412 Broadway
New York, NY 10018
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Item 2.
(a) Names of Persons Filing
Stonehill Partners, L.P.
Stonehill Offshore Partners Limited
Stonehill Institutional Partners, L.P.
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(b) Address of Principal Business Office or, if none, Residence
110 East 59th Street
New York, NY 10022
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(c) Citizenship
Stonehill Partners, L.P.: Delaware
Stonehill Offshore Partners Limited: Cayman Islands
Stonehill Institutional Partners, L.P.: Delaware
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(d) Title of Class of Securities
Common Stock, $.01 par value
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(e) CUSIP Number
527016109
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Page 5 of 9
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Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / /Broker of dealer registered under section 15 of the Act;
(b) / /Bank as defined in section 3(a)(6) of the Act;
(c) / /Insurance company as defined in section 3(a)(19) of the Act;
(d) / /Investment company registered under section 8 of the Investment
Company Act of 1940;
(e) / /An investment adviser in accordance with ss.240.13d-1(b)(l)(ii)(E);
(f) / /An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) / /A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) / /A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) / /A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940;
(j) / /Group, in accordance with ss.240.13d-1((b)(l)(ii)(J)
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Stonehill Partners, L.P.: 111,200
Stonehill Offshore Partners Limited: 133,200
Stonehill Institutional Partners, L.P.: 146,300
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Page 6 of 9
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(b) Percent of class:
Stonehill Partners, L.P.: 1.8%
Stonehill Offshore Partners Limited: 2.2%
Stonehill Institutional Partners, L.P.: 2.4%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Stonehill Partners, L.P.: 111,200
Stonehill Offshore Partners Limited: 133,200
Stonehill Institutional Partners, L.P.: 146,300
(ii) Shared power to vote or to direct the vote
Stonehill Partners, L.P.: -0-
Stonehill Offshore Partners Limited: -0-
Stonehill Institutional Partners, L.P.: -0-
(iii) Sole power to dispose of or to direct the vote
Stonehill Partners, L.P.: 111,200
Stonehill Offshore Partners Limited: 133,200
Stonehill Institutional Partners, L.P.: 146,300
(iv) Shared power to dispose of or to direct the disposition of
Stonehill Partners, L.P.: -0-
Stonehill Offshore Partners Limited: -0-
Stonehill Institutional Partners, L.P.: -0-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that, as of the date
hereof, the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:
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Page 7 of 9
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certification
By signing below Stonehill Partners, L.P., Stonehill Offshore Partners
Limited and Stonehill Institutional Partners, L.P. certify that, to the best
of their knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
Stonehill Partners, L.P., Stonehill Offshore Partners Limited and Stonehill
Institutional Partners, L.P. certify that the information set forth in this
statement is true, complete and correct.
Dated: March 22, 1999
STONEHILL PARTNERS, L.P.
By: /s/ John A. Motulsky
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Name: John A. Motulsky
Title: General Partner
Page 8 of 9
<PAGE>
STONEHILL OFFSHORE PARTNERS
LIMITED
By: STONEHILL ADVISERS LLC
By: /s/ John A. Motulsky
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Name: John A. Motulsky
Title: Member
STONEHILL INSTITUTIONAL
PARTNERS, L.P.
By: /s/ John A. Motulsky
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Name: John A. Motulsky
Title: General Partner
<PAGE>
EXHIBIT INDEX
Number Description
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A Joint Filing Agreement, dated March 19, 1999, by and among
Stonehill Partners, L.P., Stonehill Offshore Partners Limited
and Stonehill Institutional Partners, L.P.
Page 9 of 9
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G with
respect to the shares of Common Stock, $.01 par value, of The Leslie Fay
Company, Inc. beneficially owned by the undersigned, which will be filed with
the Securities and Exchange Commission no later than March 22, 1999 and signed
by each of the undersigned, and any subsequent amendments to said Statement on
Schedule 13G shall be filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: March 19, 1999
STONEHILL PARTNERS, L.P. STONEHILL INSTITUTIONAL
PARTNERS, L.P.
By: /s/ John A. Motulsky By: /s/ John A. Motulsky
--------------------------------- ----------------------------
Name: John A. Motulsky Name: John A. Motulsky
Title: General Partner Title: General Partner
STONEHILL OFFSHORE PARTNERS
LIMITED
By: STONEHILL ADVISERS LLC
By: /s/ John A. Motulsky
---------------------------------
Name: John A. Motulsky
Title: Member
