<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1998
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C>
BRYLANE INC. BRYLANE, L.P.
(Exact name of Co-Registrant as specified in its (Exact name of Co-Registrant as specified in
charter) its charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
13-3794198 35-1895382
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
463 Seventh Avenue
21st Floor
New York, New York 10018
(212) 613-9500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BRYLANE, L.P. SAVINGS AND RETIREMENT PLAN
(Full title of the plan)
Robert A. Pulciani
Chief Financial Officer
Brylane Inc.
463 Seventh Avenue, 21st Floor
New York, New York 10018
(212) 613-9500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Roger H. Lustberg, Esq.
Thomas M. Cleary, Esq.
Riordan & McKinzie
300 South Grand Avenue, 29th Floor
Los Angeles, California 90071
(213) 629-4824
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED/(1)/ PER SHARE/(2)/ OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 500,000 $24.50 $12,250,000 $3,613.75
par value per share) shares
==========================================================================================
</TABLE>
/(1)/ In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this registration also covers an indeterminate amount of
interests to be offered or sold pursuant to the Brylane, L.P. Savings and
Retirement Plan described herein.
/(2)/ Pursuant to Rule 457(h), the offering price is estimated solely for the
purpose of calculating the registration fee, based on the average of the high
and low sales prices for Brylane Inc.'s Common Stock as reported on the New York
Stock Exchange on August 21, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Brylane, L.P.
The following documents which have been filed by Brylane, L.P. with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended January 31, 1998;
(2) Quarterly Report on Form 10-Q for the quarterly period ended May 2,
1998;
(3) Current Report on Form 8-K dated April 3, 1998;
(4) Current Report on Form 8-K dated February 19, 1998; and
(5) The description of the Common Stock of Brylane Inc. contained in
Brylane Inc.'s Registration Statement on Form 8-A dated January 29, 1997.
Brylane Inc.
The following documents which have been filed by Brylane Inc. with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended January 31, 1998;
(2) Quarterly Report on Form 10-Q for the quarterly period ended May 2,
1998;
(3) Notice of the 1998 Annual Meeting of Stockholders and Proxy Statement
dated April 29, 1998;
(4) Current Report on Form 8-K dated April 3, 1998;
(5) Current Report on Form 8-K dated February 19, 1998; and
(6) The description of the Common Stock contained in the Registration
Statement on Form 8-A dated January 29, 1997.
All documents subsequently filed by either Co-Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Brylane, L.P.
Brylane Inc. is the issuer of the Common Stock covered by the Brylane, L.P.
Savings and Retirement Plan and is the parent of Brylane, L.P. Brylane, L.P. is
a Delaware limited partnership. Section 17-108 of the Delaware Revised Uniform
Limited Partnership Act provides that a Delaware limited partnership has the
power to indemnify and hold harmless any partner or other person from and
against any and all claims and demands whatsoever, subject to restrictions, if
any, as set forth in its partnership agreement. Brylane, L.P.'s partnership
agreement (the "Agreement") provides that none of the sole general partner or
its affiliates or any person who is or was a partner, director, officer,
employee or agent of the general partner or its affiliates (a "Covered Person")
shall be liable to Brylane, L.P. or any limited partner for any action taken or
omitted to be taken in good faith on behalf of Brylane, L.P. and with the belief
that such action or omission is in the best interest of Brylane, L.P., so long
as such action or omission is not in violation of the Agreement and does not
constitute fraud, gross negligence or willful misconduct by the Covered Person.
A Covered Person is not liable to Brylane, L.P. or any partner for actions or
omissions of other partners, nor is a Covered Person liable to Brylane, L.P. or
any partner for any action or omission of any other Covered Person or any
employee or agent of Brylane, L.P. (in the absence of a breach of the Agreement
or fraud, gross negligence or willful misconduct by such Covered Person).
The Agreement also provides for indemnification of a Covered Person to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "GCL") as if Brylane, L.P. were a Delaware corporation. (See the
discussion of the GCL below for a summary of these provisions.) Covered Persons
and members of the Board are also indemnified against all damages incurred in
connection with (i) any demand, claim, action or proceeding against such Covered
Person or member of the Board and relating in any way to Brylane, L.P. or the
respective properties, business or affairs and (ii) any judgments, fines and
amounts paid in settlement or compromise of any such demands, claim, action or
proceeding; provided that this indemnity shall not extend to (a) conduct by any
Covered Person or member of the Board proved to constitute fraud, willful
misconduct or gross negligence or (b) any liability arising from any acts or
omissions by a Covered Person or member of the Board after such Person ceases to
be a Covered Person or member of the Board. Expenses (including attorney's
fees) incurred in connection with any proceeding may be paid by Brylane, L.P. in
advance of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of any Covered Person or member of the Board
involved in such proceeding to repay such expenses if it shall ultimately be
determined that such Covered Person or member of the Board is not entitled to be
indemnified by Brylane, L.P. No Covered Person or member of the Board may
satisfy any right of indemnity or reimbursement except out of the assets of
Brylane, L.P. and no partner shall be personally liable with respect to any such
claim for indemnity or reimbursement.
To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to Brylane, L.P.
or to its partners, the general partner and any other Covered Person acting in
connection with Brylane, L.P.'s business or affairs, shall not be liable to the
Agreement. The provisions of the Agreement, to the extent that they restrict
the duties and liabilities of a Covered Person otherwise existing at law or in
equity, replace such other duties and liabilities of such Covered Person.
Brylane Inc.
Brylane Inc. is a Delaware corporation. Article VI of Brylane Inc.'s
Bylaws provides that the Brylane Inc. may indemnify its officers and directors
to the full extent permitted by law. Section 145 of the GCL provides that a
Delaware corporation has the power to indemnify its officers and directors in
certain circumstances.
II-2
<PAGE>
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article Tenth of Brylane Inc.'s Certificate of Incorporation currently
provides that each director shall not be personally liable to Brylane Inc. or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to Brylane Inc. or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
the director derived an improper benefit.
Brylane Inc. has entered into indemnity agreements with each of its
directors. The indemnity agreements generally indemnify such persons against
liabilities arising out of their service in their capacities as directors,
officers, employees or agents of Brylane Inc. Brylane Inc. may from time to
time enter into indemnity agreements with additional individuals who become
officers and/or directors of Brylane Inc.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
5.1 Internal Revenue Service Determination Letter issued with respect to the
Brylane, L.P. Savings and Retirement Plan.
15.1 Letter regarding unaudited interim financial information.
23.1 Consent of PricewaterhouseCoopers.
24.1 Powers of Attorney (included on the signature page hereto).
ITEM 9. UNDERTAKINGS.
The undersigned Co-Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Co-Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on August 24, 1998.
BRYLANE INC.
By: /s/ Robert A. Pulciani
----------------------
Robert A. Pulciani
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter J. Canzone and Robert A. Pulciani, and each
of them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter J. Canzone President, Chief Executive Officer and August 24, 1998
- ------------------------- Director (Principal Executive Officer)
Peter J. Canzone
/s/ Robert A. Pulciani Executive Vice President, Chief August 24, 1998
- ------------------------- Financial Officer, Secretary and
Robert A. Pulciani Treasurer (Principal Financial and
Accounting Officer)
/s/ Judith E. Campbell Director August 24, 1998
- -------------------------
Judith E. Campbell
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William C. Johnson Director August 24, 1998
- -------------------------
William C. Johnson
Director August __, 1998
- -------------------------
Hartmut Kramer
Director August __, 1998
- -------------------------
Johannes Loning
Director August __, 1998
- -------------------------
Antoine Metzger
/s/ Richard Simonin Director August 24, 1998
- -------------------------
Richard Simonin
Director August __, 1998
- -------------------------
Peter M. Starrett
/s/ Serge Weinberg Director August 24, 1998
- -------------------------
Serge Weinberg
</TABLE>
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Co-Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on August
24, 1998.
BRYLANE, L.P.
By: VGP Corporation
Its: General Partner
By: /s/ Peter J. Canzone
--------------------
Peter J. Canzone
President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter J. Canzone his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant or VGP Corporation as general partner of the Registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter J. Canzone August 24, 1998
- ------------------------- Authorized Representative and Chief
Peter J. Canzone Executive Officer and Chairman of the
Board of Representatives of Brylane,
L.P. (Principal Executive Officer of
Brylane, L.P.) and President and Sole
Director of VGP Corporation (Principal
Executive Officer of VGP Corporation,
the Sole General Partner of Brylane,
L.P.)
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert A. Pulciani Authorized Representative and August 24, 1998
- ------------------------- Executive Vice President, Chief
Robert A. Pulciani Financial Officer and Secretary of
Brylane, L.P. (Principal Financial and
Accounting Officer of Brylane, L.P.)
and Vice President, Treasurer and
Secretary of VGP Corporation
(Principal Financial and Accounting
Officer of VGP Corporation, the Sole
General Partner of Brylane, L.P.)
/s/ William C. Johnson Member of the Board of Representatives August 24, 1998
- ------------------------- of Brylane, L.P.
William C. Johnson
- ------------------------- Member of the Board of August __, 1998
Peter M. Starrett Representatives of Brylane, L.P.
</TABLE>
BRYLANE, L.P. SAVINGS AND RETIREMENT PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan's
Administrative Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Indianapolis, State of Indiana, on August 25, 1998.
BRYLANE, L.P. SAVINGS AND RETIREMENT PLAN
By: /s/ Richard L. Bennett
----------------------
Richard L. Bennett
Brylane, L.P. Savings and Retirement Plan
Administrative Committee Member
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page Number
- ----------- ----------- -----------
<C> <S> <C>
5.1 Internal Revenue Service Determination Letter issued with respect to the Brylane, S-1
L.P. Savings and Retirement Plan.
15.1 Letter regarding unaudited interim financial information. S-3
23.1 Consent of PricewaterhouseCoopers. S-4
24.1 Powers of Attorney (included on the signature page hereto).
</TABLE>
II-9
<PAGE>
Exhibit 5.1
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
<TABLE>
<S> <C>
Date: June 21, 1995 Employer Identification Number: 35-1895382
BRYLANE, L.P. File Folder Number: 350040893
C/O KIRK F. MALDONADO Person to Contact: CATHERINE WAITE
RIORDAN & MCKINZIE Contact Telephone Number: (513) 684-3079
611 ANTON BOULEVARD, SUITE 1160 Plan Name: BRYLANE, L.P. SAVINGS AND
COSTA MESA, CA 92626 RETIREMENT PLAN
Plan Number: 001
</TABLE>
Dear Applicant:
We have a made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
August 30, 1993.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.40(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
S-1
<PAGE>
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
----------------------
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
This determination is conditioned upon your adoption of the proposed
restated plan as submitted with your or your representative's letter dated
5/25/95. The proposed plan should be adopted on or before the date prescribed
by the regulations under Code section 401(b).
S-2
<PAGE>
Exhibit 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Brylane, L.P. Registration on Form S-8
We are aware that our report dated May 20, 1998 on our review of interim
financial information of Brylane, L.P. for the period ended May 2, 1998 and
included in the Company's quarterly report on Form 10-Q for the quarter then
ended is incorporated by reference in this registration statement. Pursuant to
Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ PricewaterhouseCoopers
Indianapolis, IN
August 24, 1998
S-3
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We consent to the inclusion in this registration statement of Brylane, L.P. on
Form S-8 of our report dated March 27, 1998 (except for note 16, as to which the
date is April 3, 1998) on our audits of the consolidated balance sheets of
Brylane, L.P. as of February 1, 1997 and January 31, 1998, and the related
consolidated statements of income, partnership equity, and cash flows for the
years ended February 3, 1996, February 1, 1997 and January 31, 1998.
/s/ PricewaterhouseCoopers
Indianapolis, Indiana
August 24, 1998
S-4
