UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
KASPER A.S.L., LTD.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
485808109
---------------------------
(CUSIP Number)
Jessica Forbes, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8558
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 9, 1999
---------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [x].
NOTE: Schedules filed in paper format should include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
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 information required on the remainder of this cover 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).
<PAGE>
13D
CUSIP No. 485808109
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Whippoorwill Associates, Inc.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO; WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,342,791
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
1,342,791
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,342,791
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
14 TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
13D
CUSIP No. 485808109
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Vega Partners III, L.P.
13-3839561
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 353,900
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
353,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,900
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
------------
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of Kasper
A.S.L., Ltd., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 77 Metroway, Secaucus, New
Jersey 07094. This statement is being filed pursuant to Rule 13d-1(e) under
the Securities Exchange Act of 1934.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed jointly by the persons (the
"Reporting Persons") identified in the cover pages hereto. Information with
respect to each Reporting Person is provided solely by such Reporting
Person and no Reporting Person assumes any responsibility for the accuracy
or completeness of the information provided by any other Reporting Person.
(b) - (c) Whippoorwill Associates, Inc. ("Whippoorwill") is a
Delaware corporation with its principal business address and principal
office located at 11 Martine Avenue, White Plains, New York 10606. The
principal business of Whippoorwill, which is registered with the Securities
and Exchange Commission as an investment adviser, is to provide
discretionary investment advisory services. Whippoorwill acts as the
general partner and/or investment manager of limited partnerships and funds
which invest principally in securities of, and claims against, troubled
companies and as agent for other clients with respect to investments
principally in such securities and claims. All of the Common Stock that is
the subject of this Statement is owned by investment advisory clients of
Whippoorwill (the "Holders"), which include Vega Partners III, L.P.
Pursuant to the rules promulgated under the federal securities laws,
Whippoorwill may be deemed to be the beneficial owner of the Common Stock
owned by the Holders because Whippoorwill has discretionary authority with
respect to the investments of, and acts as agent for, the Holders.
Whippoorwill disclaims any beneficial ownership of the Common Stock to
which this Statement relates, except to the extent of Whippoorwill's
pecuniary interest in securities of the Holders, if any.
Shelley F. Greenhaus is the President, a Director and a Managing
Director of Whippoorwill. Shelby S. Werner is Vice President, a Director
and a Managing Director of Whippoorwill. David A. Strumwasser is General
Counsel, a Director and a Managing Director of Whippoorwill. The primary
occupation of each of Mr. Greenhaus, Ms. Werner, and Mr. Strumwasser is as
set forth above in this paragraph. The business address of each such person
is 11 Martine Avenue, White Plains, New York 10606.
Vega Partners III, L.P. ("Vega III") is a Delaware limited
partnership with its principal business address and principal office
located at 11 Martine Avenue, White Plains, New York 10606. The principal
business of Vega III is to invest principally in securities of, and claims
against, troubled companies. Whippoorwill Partners, L.P. is the sole
general partner of Vega III. The principal business address and principal
office of Whippoorwill Partners, L.P. are located at 11 Martine Avenue,
White Plains, New York 10606. The principal business of Whippoorwill
Partners, L.P. is acting as the general partner of Vega III and other
similar funds. Whippoorwill is the sole general partner of Whippoorwill
Partners, L.P.
(d) -(e) During the past five years, none of Whippoorwill, Vega
III, Whippoorwill Partners, L.P., Mr. Greenhaus, Ms. Werner, or Mr.
Strumwasser has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the past five years, neither
Whippoorwill, Vega III, Whippoorwill Partners, L.P., nor any of the above
named persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Greenhaus, Ms. Werner and Mr. Strumwasser are each U.S.
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 4, 1997, pursuant to the Fourth Amended and Restated
Joint Plan of Reorganization in the bankruptcy matter of The Leslie Faye
Companies Inc. et al. (case No. 93B41724 et seq.) in the United States
Bankruptcy Court for the Southern District of New York (the "Plan"),
entities which held claims against The Leslie Fay Companies, Inc. (such
company, prior to its reorganization pursuant to the Plan, being referred
to herein as "TLFC"), and after its reorganization pursuant to the Plan,
being referred to herein as "Reorganized TLFC") became entitled to receive
shares of Common Stock of the Issuer, shares of Common Stock of Reorganized
TLFC ("Reorganized TLFC Common Stock"), 12.75% Senior Notes of the Issuer
("Issuer Notes"), and/or cash, in exchange for relinquishment of the
claims.
The Holders (other than Vega III) held in the aggregate bank
claims in the amount of $15,811,869, senior note claims in the amount of
$5,327,074, senior subordinated note claims in the amount of $6,650,000 and
general unsecured claims in the amount of $604,882, against TLFC. Pursuant
to the Plan, in exchange for relinquishment of such claims, the Holders
(other than Vega III) received in the aggregate 572,996 shares of Common
Stock in addition to some Reorganized TLFC Common Stock and some Issuer
Notes.
Vega III held no claims of any type against TLFC and received
nothing under the Plan.
There were several unsettled claims remaining after consummation
of the Plan and, therefore, approximately 20% of each claimant's shares of
Common Stock were not distributed. The Holders (other than Vega III) had
114,599 shares of their 572,996 shares of Common Stock withheld pending
judicial determinations. As of September 17, 1999, the Holders (other than
Vega III) have received a distribution of 98,396 withheld shares. The
Holders (other than Vega III) have also received an additional 6,240 shares
from distributions under the Plan.
Subsequent to the consummation of the Plan, Whippoorwill, on
behalf of the Holders, purchased an aggregate of 779,758 shares of Common
Stock in open market transactions, of which 353,900 shares were purchased
for Vega III. None of the Common Stock held by the Holders was acquired
with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION.
Whippoorwill, as agent for the Holders, acquired the Common Stock
to which this Statement relates pursuant to the Plan and in subsequent open
market transactions as described in Item 3 above. Such shares were acquired
and are held for investment purposes and Whippoorwill will, from time to
time, evaluate the status of such investment in light of then-existing
conditions.
Pursuant to a letter agreement dated September 13, 1999 between
Whippoorwill, as agent for the Holders, and the Issuer (the "Agreement"),
the Issuer has adjourned the Annual Meeting of Stockholders that had been
scheduled for September 14, 1999 in respect of the proposal to elect seven
directors and the proposal to approve the Issuer's 1999 Share Incentive
plan (such adjourned portion of the Annual Meeting of Stockholders being
referred to hereafter as the "Adjourned Meeting"). In addition, pursuant to
the Agreement, the Issuer has agreed to take certain actions to facilitate
the ability of stockholders to bring director nominations to the Adjourned
Meeting and to enable any stockholder who desires to nominate a slate of
proposed directors for consideration by the stockholders at the Adjourned
Meeting to prepare, file and distribute its own proxy materials and solicit
proxies from other stockholders. The foregoing summary of certain
provisions of the Agreement does not purport to be a complete description
thereof and is qualified in its entirely by reference to the full
provisions of the Agreement as filed as Exhibit A to this Statement, which
is incorporated herein by reference. Whippoorwill has no present plan or
proposal to nominate a slate of proposed directors for consideration by the
stockholders at the Adjourned Meeting, but reserves the right to do so.
Except as described in this Item 4, none of the reporting persons
has any present plans or proposals which relate to or would result in any
of the actions enumerated in Item 4 of Schedule 13D, although they each
reserve the right to acquire additional securities of the Issuer and to
sell securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentages set forth in this Item 5 are based on the
Issuer's Form 10-Q filed on August 17, 1999, which states that as of August
16, 1999, there were 6,800,000 shares of Common Stock outstanding.
The Holders, in the aggregate, directly own 1,342,791 shares of
Common Stock representing approximately 19.7% of the outstanding Common
Stock.
Vega III directly owns 353,900 shares of Common Stock
representing approximately 5.2% of the outstanding Common Stock.
(b) Although Whippoorwill does not own any of the Common Stock,
since Whippoorwill has discretionary authority with respect to the
investments of and acts as agents for its clients, Whippoorwill has shared
power to vote the 1,342,791 shares of the Common Class held by the Holders.
Whippoorwill has shared power to vote and dispose of the 353,900 shares of
Common Stock held by Vega III. The information required by Item 2 with
respect to Whippoorwill is set forth in Item 2 above.
(c) There have been no transactions by any of the Reporting
Persons within the last 60 days in shares of Common Stock.
(d) The Holders have the right to receive and the power to direct
the receipt of dividends from, and the proceeds from the sale of, the
securities reported herein. Other than Vega III and the President and
Fellows of Harvard College, no Holder beneficially owns more than 5% of the
Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Whippoorwill has indicated to the Issuer that Whippoorwill
currently intends to vote at the 1999 Annual Meeting of Stockholders
scheduled for September 28, 1999, in favor of Proposal 3 set forth in the
Proxy Statement sent by the Issuer to stockholders on or about August 13,
1999, which relates to an amendment to the Certificate of Incorporation of
the Issuer. Other than as set forth in Items 3 and 4 above and this Item 6,
none of the persons identified in Item 2 is a party to any contract,
arrangement, understanding or relationship with respect to any securities
of the Issuer and none of the securities as to which this Statement relates
is pledged or is otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement between Whippoorwill Associates, Inc. and
Kasper A.S.L. Ltd., dated September 13, 1999.
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 17, 1999
WHIPPOORWILL ASSOCIATES, INC.
By: /s/ David A. Strumwasser
---------------------------------------
Name: David A. Strumwasser
Title: Managing Director
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 17, 1999
VEGA PARTNERS III, L.P.
By: Whippoorwill Partners, L.P., its general
partner
By: Whippoorwill Associates, Inc., its
general partner
By: /s/ David A. Strumwasser
---------------------------------------
Name: David A. Strumwasser
Title: Managing Director
<PAGE>
EXHIBIT A
September 13, 1999
Wippoorwill Associates, Inc., as agent
for various discretionary accounts
11 Martine Avenue
White Plains, New York 10606
Gentlemen:
This letter will confirm our agreement that Kasper A.S.L., Ltd.,
a Delaware company (the "Company"), will adjourn its Annual Meeting of
Stockholders to be held on September 14, 1999 in respect of proposals 1 and
2 (or schedule a new meeting to consider such proposals); such adjourned
portion of the Annual Meeting or new meeting is referred to herein as the
"Adjourned Meeting". The Adjourned Meeting will be held not less than 45
days (but no more than 90 days) after September 14, 1999 in order to permit
discussions among stockholders regarding the composition of the Company's
Board of Directors and the impact of the 1999 Share Incentive Plan. Such
Adjourned Meeting shall qualify as an "annual meeting" for the purposes of
Section 3.2 of the By-laws.
The Board of Directors has unanimously determined that in the
event any stockholder desires to nominate a slate of proposed directors for
consideration by stockholders at the Adjourned Meeting, the Board of
Directors will amend the bylaws so that the provisions of Section 2.7(A)(2)
and (3) will be inapplicable to such vote (and will not impose any other
restrictions on the ability of stockholders to bring director nominations
to such meeting other than, if desired, a deadline of no less than 30 days
after public announcement of the date and location of the Adjourned Meeting
for any stockholder to provide the notice described in said Section 2.7).
The Company agrees that if any stockholder desires to nominate a
slate of director nominees at the Adjourned Meeting, the Company will
cooperate and not interfere with, including the prompt supply of a
stockholder list as of the applicable Record Date, and provide sufficient
time to, such stockholder to enable such stockholder to prepare, file and
distribute its own proxy materials and solicit proxies from other
stockholders, and to enable the Company's stockholders to vote on such
stockholder's slate at the Adjourned Meeting.
The Board of Directors has unanimously approved the Company's
execution and delivery of this letter agreement. The Board and the Company
understand that Whippoorwill Associates, Inc., as agent for various
discretionary accounts, will be relying on the Company's compliance with
its obligations set forth herein and the Board's actions described herein.
The Company acknowledges and agrees that irreparable damage would occur in
the event that any of the provisions of this letter agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that Whippoorwill Associates, Inc., as
agent for various discretionary accounts, shall be entitled to an
injunction or injunctions to prevent or cure breaches of the provisions
hereof and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which it may be entitled by law or
equity.
Very truly yours,
KASPER A.S.L. LTD.
/s/ Arthur S. Levine
---------------------------------
By: Arthur S. Levine
Chairman of the Board and
Chief Executive Officer
ACCEPTED AND AGREED:
WHIPPOORWILL ASSOCIATES, INC., as agent
for various discretionary accounts
By: /s/ Shelley Greenhaus
---------------------------------
Name: Shelley Greenhaus
Title: Managing Director
