UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KASPER A.S.L., LTD
(FORMERLY SASSCO FASHIONS, LTD.)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
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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)
December 9, 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 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).
CUSIP No. 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whippoorwill Associates, Inc.
13-3595884
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(a) OR 2(b)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED 813,909
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BY 9 SOLE DISPOSITIVE POWER
EACH -0-
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 813,909
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
813,909
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.97%
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14 TYPE OF REPORTING PERSON
IA
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SCHEDULE 13D
This Amendment No. 2 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 Kasper A.S.L., Ltd.
(formerly, Sassco Fashions, Ltd.), 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 December 9, 1997, the Holders, in the aggregate,
own 813,909 shares of the Common Stock, which represents approximately
11.97% of the total Common Stock outstanding (based on there being
6,800,000 shares of the Common Stock outstanding as reported in the
Fourth Amended and Restated Joint Plan of Reorganization for Debtors
of The Leslie Fay Companies, Inc. pursuant to the provisions of
Chapter 11 of the United States Bankruptcy Code). Although
Whippoorwill does not directly own any of the Common Stock,
Whippoorwill and its principals may be deemed to beneficially own 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
December 9, 1997, Whippoorwill has shared power to vote and dispose of
the 813,909 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) Between September 30, 1997 and December 9, 1997,
Whippoorwill, on behalf of the Holders, purchased an aggregate of
165,300 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.
Number of shares of
Sale Date Common Stock purchased Price per share
- ------------------ ---------------------- ---------------
September 30, 1997 5,200 $14.57
October 10, 1997 10,000 $14.13
October 29, 1997 50,000 $14.13
October 31, 1997 100 $14.50
December 9, 1997 100,000 $12.88
(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.
Signature
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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
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By: Pamela M. Lawrence
Title: Managing Director
