SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BRYLANE INC.
---------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
---------------------------------------------------------------------
(Title of Class of Securities)
117661 10 8
---------------------------------------------------------------------
(CUSIP Number)
DAVID A. KATZ, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 30, 1998
---------------------------------------------------------------------
(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.
(Continued on following pages)
Page 1 of 4 Pages
<PAGE>
- ------------------------- --------------------------
CUSIP NO. 117661 10 8 13D PAGE 2 OF 4 PAGES
- ------------------------- --------------------------
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
PINAULT - PRINTEMPS - REDOUTE S.A.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK
- -------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 8,440,317 (SEE ITEM 5)
SHARES
-------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
-------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,440,317 (SEE ITEM 5)
WITH
-------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,440,317 (SEE ITEM 5)
- -------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.68% (SEE ITEM 5)
- -------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
CO
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 2 is filed by Pinault-Printemps-Redoute, S.A. a
societe anonyme organized and existing under the laws of the Republic of France
("PPR"), and amends the Schedule 13D filed on April 13, 1998 by PPR, as
previously amended (the "Schedule 13D"). This Amendment No. 2 relates to shares
of common stock, par value $0.01 per share ("Common Stock"), of Brylane Inc., a
Delaware corporation ("Brylane"). Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Schedule 13D.
This Amendment No. 2 is filed to report the acquisition of certain
shares of Common Stock since June 12, 1998. A schedule identifying all stock
market transactions involving shares of Common Stock effected by REDAM since
June 12, 1998 is included as Annex A hereto which is incorporated by reference
herein. The funds used by REDAM to purchase all such shares were obtained by
REDAM as a capital contribution from La Redoute, 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.
This Amendment No. 2 is also filed to report that the principal
business address of REDAM is c/o Rexel, Inc., 150 Alhambra Circle, Coral Gables,
Florida 33134.
ITEM 2. IDENTITY AND BACKGROUND.
No material change except as set forth above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change except as set forth above.
As a result of the transactions described above, as of June 30, 1998,
PPR may be deemed to beneficially own 8,440,317 shares of Common Stock. Based
upon the 18,408,650 shares of Common Stock reported by the Company to be
outstanding as of June 5, 1998 in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended May 2, 1998 together with the 68,500 shares sold
by two executive officers of Brylane on June 12, 1998, PPR beneficially owns
approximately 45.68% of the Common Stock.
To the best knowledge and belief of PPR, no transactions involving
Common Stock have been effected during the past 60 days by PPR or by its
directors, executive officers or controlling persons other than as disclosed by
the Schedule 13D and except as set forth above or in Annex A hereto.
-3-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete, and correct.
PINAULT-PRINTEMPS-REDOUTE, S.A.
By: /s/ Patrice Marteau
Name: Patrice Marteau
Title: Secretaire General
June 30, 1998
-4-
<PAGE>
ANNEX A
RECENT STOCK MARKET TRANSACTIONS IN THE COMMON STOCK
BY THE REPORTING PERSONS
All of the transactions described below were effected in stock market
transactions. The price per share for such transactions includes commissions (if
any).
Date of Number of Price
Transaction Shares Purchased Per Share
----------- ---------------- ---------
6/15/98 21,000 $46.4807
6/19/98 6,500 $46.7325
6/22/98 6,000 $46.9096
6/29/98 119,900 $46.1267
6/30/98 54,700 $45.7927
