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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 3, 1998
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Commission file number: 33-69532
Brylane, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 35-1895382
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(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
Brylane Capital Corp.
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(Exact name of registrant as specified in its charter)
Delaware 95-4439747
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(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
463 Seventh Avenue, 21st Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 613-9500
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Page 1 of 7 Pages
Exhibit index begins at page 7.
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ITEM 1(a). CHANGES IN CONTROL OF REGISTRANT.
On April 3, 1998, as a result of a series of transactions described
below, REDAM LLC, a Delaware limited liability company ("REDAM") and a wholly
owned, indirect subsidiary of Pinault-Printemps-Redoute, S.A., a societe anonyme
organized and existing under the laws of the Republic of France ("PPR"),
purchased an aggregate of 8,010,917 shares of common stock, par value $0.01 per
share (the "Common Stock") of Brylane Inc., a Delaware corporation ("Brylane")
and the parent company of Brylane, L.P., a Delaware limited partnership, for $51
per share as follows:
(1) pursuant to that certain Stock Purchase Agreement (the "FS Stock
Purchase Agreement"), dated as of February 19, 1998, by and among FS Equity
Partners II, L.P., FS Equity Partners III, L.P. and FS Equity Partners
International, L.P. (collectively, the "FS Entities"), the FS Entities sold and
REDAM, as assignee of PPR under the FS Stock Purchase Agreement, purchased an
aggregate of 4,389,294 shares of Common Stock (such shares of Common Stock, the
"FS Shares");
(2) pursuant to that certain Stock Purchase Agreement (the "M&P
Stock Purchase Agreement"), dated as of February 19, 1998, by and between PPR
and M&P Distributing Company ("M&P"), M&P sold and REDAM, as assignee of PPR
under the M&P Stock Purchase Agreement, purchased 2,573,762 shares of Common
Stock (such shares of Common Stock, the "MP Shares");
(3) pursuant to Stock Purchase Agreements, each dated April 3, 1998,
by and between PPR and two other stockholders of Brylane who were parties to a
Stockholders Agreement dated as of February 26, 1997, REDAM purchased an
aggregate of 514,752 additional shares of Common Stock (the "Tag-Along
Shares");
(4) concurrently with the closings under the FS Stock Purchase
Agreement and the M&P Stock Purchase Agreement, REDAM purchased an aggregate of
533,109 additional shares of Common Stock (collectively, the "Management
Shares," and together with the Tag-Along Shares, the MP Shares and the FS
Shares, the "Shares") from certain members of Brylane's management.
The aggregate purchase price paid by REDAM for the Shares was
$408,556,767. These funds were obtained by REDAM as a capital contribution from
its parent entity which borrowed such funds from PPR, which obtained such funds
from a drawdown on an existing line of credit with Banque Nationale de Paris,
Natexis, Union European du Credit Industriel et Commercial, Credit Commercial de
France, Credit du Nord and Credit Mutuel.
As contemplated by the FS Stock Purchase Agreement and the M&P
Stock Purchase Agreement, PPR and Brylane entered into a Governance Agreement
with PPR, dated as of April 3, 1998 (the "Governance Agreement") at the time of
the purchase of the
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Shares. Pursuant to the FS Stock Purchase Agreement and the M&P Stock Purchase
Agreement, five nominees of PPR were elected as directors of Brylane on April 3,
1998 to serve until Brylane's next annual meeting and until their successors are
duly elected and qualified, and the directors of Brylane who were nominees of
the FS Entities and M&P resigned. The five individuals elected as directors are
Serge Weinberg, President and Chief Executive Officer of PPR, Hartmut Kramer,
Chairman and Chief Executive Officer of La Redoute S.A., Richard Simonin,
Chairman and Chief Executive Officer of Redoute France, Antoine Metzger, Chief
Financial Officer of La Redoute, and Johannes Loning, Vice-President in charge
of Corporate Development of La Redoute. The other directors of Brylane are Peter
J. Canzone, President, Chief Executive Officer and Chairman of the Board of
Brylane and Judith E. Campbell, William C. Johnson and Peter M. Starrett, each
of whom are Independent Directors (as defined below).
Pursuant to the Governance Agreement, during a standstill period of
three years (which period is subject to early termination in certain
circumstance set forth in the Governance Agreement), PPR and its affiliates are
subject to certain limitations and restrictions relating to (x) solicitations or
public proposals to effect a merger or other business combination or sale of all
or substantially all of the assets of Brylane and (y) acquisitions of additional
shares of Common Stock limited to approximately 47.5% of the outstanding shares
of Common Stock (including shares already beneficially owned by PPR). In
addition, under the Governance Agreement, (i) Brylane is required to use its
best efforts to have the Board of Directors of Brylane (the "Board") include up
to five nominees of PPR in the slate of nominees presented by the Board for
election at each stockholder meeting at which directors are to be elected (the
"PPR Directors"), subject to the resignation of specified numbers of PPR
Directors in the event ownership of Common Stock by PPR or its affiliates falls
below certain thresholds set forth in the Governance Agreement; (ii) PPR and
Brylane are required to use their best efforts to assure that the Board will
include (a) at least three directors who are independent of PPR, Freeman Spogli
& Co., The Limited, Inc. (of which M&P is an affiliate) and Brylane's management
(the "Independent Directors") and (b) Brylane's Chief Executive Officer; (iii)
PPR has specified representation on the committees of the Board; and (iv) until
the first anniversary of the Governance Agreement, certain specified officers of
Brylane may not be terminated without cause unless two-thirds of the directors
then in office approve such termination.
In addition, pursuant to the Governance Agreement, PPR has agreed
that, as long as at least two-ninths or an equivalent proportion of the Brylane
directors are PPR Directors, (i) any transaction with PPR or its affiliates must
be on arm's-length terms and approved by a majority of the Independent
Directors; (ii) any amendment, repeal or other modification of the Governance
Agreement or any other agreement or instrument of Brylane, including Brylane's
charter or bylaws, which would have the effect of altering the terms of the
Governance Agreement in any manner adverse to the stockholders of Brylane (other
than PPR) must be approved by a majority of the Independent Directors; (iii)
dispositions of any assets of Brylane or any business combination, spin-off or
other transaction pursuant to which PPR would receive consideration different
from that received by other holders of Common Stock must be approved by a
majority of the Independent Directors; and (iv) any corporate opportunity
(merger or
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acquisition) relating to the United States mail order business which
PPR or its affiliates receive must first be presented to and considered by
Brylane. If, within 20 days of being presented with an opportunity described in
clause (iv) of the preceding sentence, Brylane chooses not to pursue such
opportunity or Brylane chooses to pursue such opportunity and fails to
consummate a transaction with respect to such opportunity within 45 days of
being presented with the opportunity, PPR and/or its affiliates may pursue such
opportunity. In addition, if any PPR business that is primarily mail order
desires to enter the United States mail order business, Brylane will be offered
a right of first refusal with respect to such business in the United States, and
if, within 20 days of being presented with such opportunity, Brylane chooses not
to pursue such opportunity or Brylane chooses to pursue such opportunity and
fails to consummate a transaction with respect to such opportunity within 45
days of being presented with the opportunity, PPR and/or its affiliates may
pursue such opportunity. PPR will not interfere with any merger or acquisition
opportunities that Brylane receives on its own (other than through participating
in any decision made by the Board).
Concurrently with the purchase of the Shares, Brylane and PPR entered
into a registration rights agreement, dated as of April 3, 1998 (the
"Registration Rights Agreement"), pursuant to which Brylane has granted PPR
certain registration rights to facilitate the resale of the Shares under certain
conditions. Under the Registration Rights Agreement, PPR and its affiliates are
entitled to two demand registrations.
In connection with the transactions described above, on April 2, 1998,
the Board of Brylane adopted amendments to Brylane's Bylaws (i) to fix the
number of directors at nine, (ii) to include a definition of Independent
Directors (as described above), (iii) to provide that vacancies in the position
of Independent Director be filled by the remaining Independent Directors and
(iv) to provide that during the Standstill Period, in addition to the vote
required by Section 3.9 of Brylane's Bylaws, certain actions require the
approval of a majority of the Independent Directors.
As of April 3, 1998, PPR may be deemed to beneficially own 8,010,917
Shares because of REDAM's acquisition of the Shares. Based upon the 18,329,948
shares of Common Stock outstanding as of April 3, 1998, PPR beneficially owns
approximately 43.7% of the outstanding Common Stock.
A copy of each of the Bylaws, as amended, of Brylane, the Governance
Agreement and the Registration Rights Agreement are attached hereto as Exhibits
or are incorporated herein by reference, and the description herein of such
documents are qualified in their respective entireties by reference to such
documents.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
3.1+ Bylaws of Brylane Inc., as amended April 3, 1998.
4.1++ Governance Agreement by and between Brylane Inc. and
Pinault-Printemps-Redoute, S.A. dated as of April 3, 1998.
4.2++ Registration Rights Agreement between Brylane Inc. and
Pinault-Printemps-Redoute, S.A. dated as of April 3, 1998.
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+ Filed on April 17, 1998 as an exhibit to the Brylane Inc. Current Report on
Form 8-K and incorporated by reference herein.
++ Filed as an exhibit to the Schedule 13D with respect to the Common Stock of
Brylane Inc. filed by Pinault-Printemps-Redoute, S.A. on April 13, 1998 and
incorporated by reference herein.
5.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
BRYLANE, L.P.
BRYLANE CAPITAL CORP.
Dated: April 28, 1998 By: /s/ Robert A. Pulciani
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Robert A. Pulciani
Authorized Representative of Brylane, L.P.,
and Executive Vice President, Chief Financial
Officer, Secretary and Treasurer of Brylane,
L.P. and Brylane Capital Corp.
(On behalf of the Registrants and as the
principal financial and accounting officer of
the Registrants)
6.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
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3.1+ Bylaws of Brylane Inc., as amended April 3, 1998.
4.1++ Governance Agreement by and between Brylane Inc. and
Pinault-Printemps-Redoute, S.A. dated as of April 3, 1998.
4.2++ Registration Rights Agreement between Brylane Inc. and
Pinault-Printemps-Redoute, S.A. dated as of April 3, 1998.
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+ Filed on April 17, 1998 as an exhibit to the Brylane Inc. Current Report
on Form 8-K and incorporated by reference herein.
++ Filed as an exhibit to the Schedule 13D with respect to the Common Stock
of Brylane Inc. filed by Pinault-Printemps-Redoute, S.A. on April 13, 1998
and incorporated by reference herein.
7.
