UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 25, 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).
SCHEDULE 13D
CUSIP No. Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whippoorwill Associates, Inc.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(a) OR 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 648,609
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
648,609
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
648,609
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.54%
14 TYPE OF REPORTING PERSON
IA
SCHEDULE 13D
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This Amendment No. 1 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 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 September 12, 1997, the Holders, in the
aggregate, own 648,609 shares of the Common Stock, which
represents approximately 9.54% 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 own beneficially 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 September 12, 1997, Whippoorwill has shared power
to vote and dispose of the 648,609 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 August 21, 1997 and September 10, 1997,
Whippoorwill, on behalf of the Holders, purchased an aggregate of
115,000 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 markers.
<TABLE>
<CAPTION>
Number of shares of
Sale Date Common Stock purchased Price per share
- --------- ---------------------- ---------------
<S> <C> <C>
August 21, 1997 50,000 $15.05
August 25, 1997 25,000 $15.05
August 29, 1997 10,000 $15.05
September 4, 1997 10,000 $14.68
September 10, 1997 20,000 $14.55
</TABLE>
(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
