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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
SCHEDULE 13D
(AMENDMENT NO. 5)
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)
DECEMBER 2, 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: [ ].
(Continued on following pages)
Page 1 of 9 Pages
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<PAGE>
- -------------------------------- ----------------------------------
13D
CUSIP No. 117661 10 8 Page 2 of 9 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE ORGANIZATION
FRANCE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
8,617,017 (SEE ITEM 5)
NUMBER OF
-------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
- 0 -
BENEFICIALLY
-------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
8,617,017 (SEE ITEM 5)
EACH -------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
- 0 -
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,617,017 (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)
49.9% (SEE ITEM 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*See instructions before filling out
<PAGE>
This Amendment No. 5 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. 5 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 Schedule13D.
On October 15, 1998, REDAM sold 166,000 shares of Common Stock in
a private transaction to an unaffilliated third party for $13.50 per share, or
an aggregate of $2,241,000, in cash.
As described more fully below, on November 27, 1998, REDAM
conveyed all of the 8,617,017 shares of Common Stock which it owned to EMPUSA
LLC ("EMPUSA"), a limited liability company organized and existing under the
laws of the State of Delaware and an indirect, wholly owned subsidiary of PPR,
for $20.00 per share, or an aggregate of $172,340,340, in cash for strategic
planning purposes. At all times such shares were owned by a wholly owned
subsidiary of PPR.
As described more fully below, on December 2, 1998, PPR submitted
a letter to the independent directors on the Board of Directors of Brylane (the
"Proposal Letter"). The Proposal Letter sets forth PPR's proposal to acquire all
outstanding shares of Common Stock not currently owned by PPR (whether through
EMPUSA or otherwise) for $20 per share in cash. As a result of the proposed
transaction, Brylane would become a wholly owned subsidiary of PPR.
ITEM 2. IDENTITY AND BACKGROUND.
The following amends and restates Item 2 in its entirety:
(a), (b), (c) and (f). The name of the person filing this
statement is Pinault-Printemps-Redoute S.A., a societe anonyme organized and
existing under the laws of the Republic of France ("PPR"). PPR is filing this
statement on behalf of itself and its wholly owned subsidiaries (i) La Redoute,
a societe anonyme organized and existing under the laws of the Republic of
France and a wholly owned, direct subsidiary of PPR ("La Redoute"), (ii) Empire
Stores Group plc., a corporation organized and existing under the laws of the
United Kingdom and a wholly owned, indirect subsidiary of PPR and a wholly
owned, direct subsidiary of La Redoute ("Empire"), (iii) REDAM LLC, a limited
liability company organized and existing under the laws of the State of Delaware
and a wholly owned, direct subsidiary of La Redoute ("REDAM") and (iv) EMPUSA
LLC, a limited liability company organized and existing under the laws of the
State of Delaware and a wholly owned, direct subsidiary of Empire ("EMPUSA"). As
a result of the transaction described under Item 3 below, EMPUSA is the holder
of record of the Common Stock beneficially owned by PPR.
Approximately 42.6% of the capital stock and 58.4% of the
voting rights, respectively, of PPR are owned by Artemis S.A., a societe anonyme
organized and existing under the laws of the Republic of France ("Artemis").
All of the voting stock of
3
<PAGE>
Artemis is owned by S.C.A. Financiere Pinault, a societe en commandite par
actions organized and existing under the laws of the Republic of France ("SFP").
Mr. Francois Pinault, the Vice President of the Supervisory Board of PPR, is the
general partner of SFP, and approximately 55.9% of the interests in SFP are
owned by Mr. Pinault and certain members of his family.
The principal business address of PPR is 18 Place Henri Bergson,
75381 Paris, France. The principal business address of La Redoute S.A. is 110,
rue de Blanchemaille, 59051 Roubaix, France. The principal place of business
address of Empire is 18 Canal Road, Bradford, West Yorkshire, BD99 4XB, Great
Britain. The principal business address of REDAM is c/o Rexel, Inc., 350
Alhambra Circle, Coral Gables, Florida 33134. The principal business address of
EMPUSA is c/o Rexel, Inc., 350 Alhambra Circle, Coral Gables, Florida 33134. The
principal business address of SFP, Artemis and Mr. Pinault is 5, Boulevard de
Latour Maubourg, 75007 Paris, France. PPR, through its subsidiaries, is
principally engaged in the following businesses: distribution of electrical
components and industrial supplies; the distribution of furniture, office
products, leisure products and home equipment; department stores and mail order
of retail products through various catalogues; and financial services in
connection with group businesses. PPR is also a holding company for a variety of
industrial and commercial companies in Africa and the French overseas
territories, as well as for certain trading companies in Europe.
Exhibit 1 sets forth with respect to each executive officer and
director of each of SFP, Artemis, PPR, REDAM and EMPUSA such person's name,
business address and principal employment, the name and address of any business
corporation or other organization in which such employment is conducted and such
person's citizenship.
(d) and (e). None of SFP, Artemis, PPR, REDAM, EMPUSA or Mr.
Pinault and none of the persons named in Exhibit 1 as an executive officer or
director of any of SFP, Artemis, PPR and REDAM, EMPUSA has been convicted in a
criminal proceeding during the last five years; nor has any of said parties been
a party to a civil proceeding of a court 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change except as set forth above and below.
On November 27, 1998, pursuant to a Stock Purchase Agreement (the
"EMPUSA Stock Purchase Agreement"), dated as of November 25, 1998, by and
between REDAM and EMPUSA, REDAM conveyed to EMPUSA all of the 8,617,017 shares
of Common Stock owned by REDAM for $20 per share, or an aggregate of
$172,340,340, in cash. These funds were obtained by EMPUSA as a capital
contribution from Empire, which obtained such funds from a draw down on a line
of credit (the "Empire Line of Credit") with Credit Commercial de France and
Banque Nationale de Paris (collectively, the "Empire Lenders").
4
<PAGE>
In connection with the Empire Line of Credit, EMPUSA pledged all
of the shares of Common Stock which it purchased from REDAM to the Empire
Lenders as collateral for the funds drawn down to make such purchase, which such
pledge can be foreclosed upon in the event of certain defaults by Empire under
the Empire Line of Credit.
A copy of the EMPUSA Stock Purchase Agreement is attached hereto
as Exhibit 2 and is specifically incorporated herein by reference, and the
description herein of such agreement is qualified in its entirety by reference
to such agreement.
ITEM 4. PURPOSE OF TRANSACTION.
No material change except as set forth above and below.
The sale of the 166,000 shares of Common Stock to an unaffiliated
third party in a private transaction and the purchase of the shares of Common
Stock by EMPUSA from REDAM were undertaken for strategic planning purposes of
PPR and is for the purpose of ownership and not with a view to or for sale in
connection with any distribution thereof. PPR and EMPUSA have no present
intention or plan to effect any distribution of such shares.
As described under Item 3, pursuant to the EMPUSA Stock Purchase
Agreement, EMPUSA purchased the aggregate 8,617,017 shares of Common Stock at a
price of $20 per share on November 27, 1998.
On December 2, 1998, PPR submitted the Proposal Letter to the
independent directors on the Board of Directors of Brylane, after the
independent directors of Brylane waived the terms of the existing Governance
Agreement between Brylane and PPR prohibiting PPR from submitting such a
proposal and making it public. The Proposal Letter sets forth PPR's proposal to
acquire all of the outstanding shares of Common Stock not currently owned by PPR
(whether through EMPUSA or otherwise) for $20 per share in cash. As a result of
the proposed business combination, Brylane would become a wholly owned
subsidiary of PPR. The proposal is conditioned upon the approval of the Board of
Directors of Brylane, including the approval of the independent directors of
Brylane. The proposal is not conditioned on financing. Following submission of
the Proposal Letter to the independent directors of Brylane, the Board of
Directors of Brylane formed a Special Committee consisting of the three
independent directors on the Brylane Board. A copy of the Proposal Letter is
attached hereto as Exhibit 3 and is specifically incorporated herein by
reference, and the description herein of such letter is qualified in its
entirety by reference to such letter.
PPR intends to take steps necessary to complete the proposed
transaction, including, but not limited to, the discussion, negotiation and
consummation of a merger agreement. There can be no assurance, however, that
such a transaction will be consummated, or, if it is consummated, that such a
transaction will be consummated on the terms and conditions set forth in the
Proposal Letter. Consummation of the proposed business combination would be
subject to a number of conditions, including satisfaction of any regulatory
requirements
5
<PAGE>
(including compliance with applicable provisions of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended) and other conditions.
Also on December 2, 1998, PPR issued a press release announcing
that it had submitted the Proposal Letter. A copy of the press release is
attached hereto as Exhibit 4 and is specifically incorporated herein by
reference, and the description herein of such press release is qualified in its
entirety by reference to such press release.
Depending on the response of the independent directors of Brylane
to the Proposal Letter and subject to the limitations set forth in the
Governance Agreement, PPR reserves the right to formulate other plans and/or
make other proposals, and take such actions with respect to its investment in
Brylane, including any or all of the actions set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D and any other actions as it may determine.
Moreover, PPR reserves the right to amend or withdraw the proposal at any time
in its discretion.
Except as set forth in this Item 4 and in furtherance of the
proposed business combination, PPR presently has no plans or proposals that
relate to or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
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 the date
hereof, PPR may be deemed to beneficially own 8,617,017 shares of Common Stock.
Based upon the 17,240,889 shares of Common Stock which Brylane has informed PPR
are outstanding as of November 28, 1998, PPR beneficially owns approximately
49.9% of the Common Stock. Affiliates of PPR own 27,270 shares of Common Stock
or approximately 0.2% of Common Stock, as to which PPR disclaims beneficial
ownership.
Except as set forth in this Item 5, 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change except as set forth above and below.
As described above in Items 3 and 4, EMPUSA purchased all of the
shares of Common Stock owned by REDAM pursuant to the EMPUSA Stock Purchase
Agreement.
A copy of the EMPUSA Stock Purchase Agreement is attached hereto
as Exhibit 2 and is incorporated herein by reference, and the description herein
of such agreement is qualified in its entirety by reference to such agreement.
6
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Amendment No. 5
to Schedule 13D:
Exhibit 1 - Amended and Restated Name, Business Address, and
Present Principal Occupation of Each Executive Officer and
Director of S.C.A. Financiere Pinault, Artemis S.A.,
Pinault-Printemps-Redoute S.A., REDAM LLC and EMPUSA LLC.
Exhibit 2 - Stock Purchase Agreement, dated as of November 25, 1988, by and
between REDAM LLC and EMPUSA LLC
Exhibit 3 - Letter from PPR to the Special Committee of the Board of Directors
of Brylane Inc., dated December 2, 1998.
Exhibit 4 - Press Release of PPR dated December 2, 1998.
7
<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/ Serge Weinberg
Name: Serge Weinberg
Title: Chairman and Chief
Executive Officer
December 2, 1998
8
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE
Exhibit 1 - Amended and Restated Name, Business Address, and Present
Principal Occupation of Each Executive Officer and
Director of S.C.A. Financiere Pinault, Artemis S.A.,
Pinault-Printemps-Redoute S.A., REDAM LLC and EMPUSA LLC.
Exhibit 2 - Stock Purchase Agreement, dated as of November 25, 1988,
by and between REDAM LLC and EMPUSA LLC.
Exhibit 3 - Letter from PPR to the Special Committee of the Board of
Directors of Brylane Inc., dated December 2, 1998.
Exhibit 4 - Press Release of PPR dated December 2, 1998.
9
EXHIBIT 1
GENERAL PARTNERS OF S.C.A.
FINANCIERE PINAULT
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Francois PINAULT Managing General Partner
4, rue de Tournon
75006 Paris
Citizenship: French
PINAULT TRUSTEE (S.A.R.L.) General Partner
5, Boulevard de Latour Mauboug
75007 Paris
Citizenship
(Jurisdiction of
Organization): French
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF ARTEMIS S.A.
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Francois PINAULT Chairman and CEO
c/o Artemis
Citizenship: French
Patricia BARBIZET-DUSSART Managing Director
c/o Artemis
Citizenship: French
Francois-Henri PINAULT Managing Director
c/o Artemis
Citizenship: French
Jean-Louis de ROUX Director
c/o Artemis
Citizenship: French
John J. RIAN III Director
c/o Artemis
Citizenship: American
2
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
PINAULT-PRINTEMPS-REDOUTE S.A.
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Serge WEINBERG Chairman & CEO
c/o PPR
Citizenship: French
Francois Henri PINAULT Director
c/o PPR
Citizenship: French
Jean-Claude DARROUZET Director
c/o PPR
Citizenship: French
Per KAUFMANN Director
c/o PPR
Citizenship: Swedish
Alain REDHEUIL Director
c/o PPR
Citizenship: French
3
<PAGE>
SUPERVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A.
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Ambroise ROUX President
c/o PPR
Citizenship: French
Francois PINAULT Vice-President
c/o Artemis
Citizenship: French
Patricia BARBIZET-DUSSARD Supervisor
c/o Artemis
Citizenship: French
Patrick DUVERGER Supervisor
c/o Societe Generale
29, boulevard Hausmann
75009 Paris
Citizenship: French
Baudoin PROT Supervisor
c/o Banque Nationale de Paris
16, boulevard des Italiens
75009 Paris
Citizenship: French
Loik LE FLOCH-PRIGENT Supervisor
c/o PPR
Citizenship: French
Jean POLLET Supervisor
4
<PAGE>
c/o PPR
Citizenship: French
Patrick POLLET Supervisor
c/o Credit Commercial de
France
103, avenue des Champs-Elysees
75008 Paris
Citizenship: French
Alain MINC Supervisor
c/o A.M. Conseil
10, avenue George V
75008 Paris
Citizenship: French
Bruno ROGER Supervisor
c/o Banque Lazard Freres &
Cie.
121 boulevard Hausmann
75008 Paris
Citizenship: French
Jean-Yves DURANCE Supervisor
c/o Credit Lyonnais
19, boulevard des Italiens
75002 Paris
Citizenship: French
Francois HENROT Supervisor
c/o Rothschild & Cie Banque
17, avenue Matignon
75008 Paris
Citizenship: French
5
<PAGE>
ADVISORY BOARD OF
PINAULT-PRINTEMPS-REDOUTE S.A.
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Leon CLIGMAN Advisor
c/o PPR
Citizenship: French
Credit Lyonnias Advisor
represented by Jean Paul AMIEL
c/o PPR
Citizenship: French
Jean LOYRETTE Advisor
c/o PPR
Citizenship: French
Jean-Philippe HOTTINGER Advisor
c/o PPR
Citizenship: French
Jean-Louis de ROUX Advisor
c/o PPR
Citizenship: French
6
<PAGE>
DIRECTORS OF LA REDOUTE
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Serge Weinberg Chairman
c/o La Redoute
Citizenship: French
Patrice MARTEAU Director
c/o La Redoute
Citizenship: French
SAPARDIS Director
represented by Francois POTIER
c/o La Redoute
Citizenship: French
CAUMARTIN PARTICIPATION Director
represented by Michel
FRIOCOURT
c/o La Redoute
Citizenship: French
7
<PAGE>
MANAGERS OF REDAM LLC
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Hartmut Kramer Chairman
c/o La Redoute
Citizenship: French
Johannes Loning Manager
c/o La Redoute
Citizenship: French
Antoine Metzger Manager
c/o La Redoute
Citizenship: French
Alain Penet Manager
c/o La Redoute
Citizenship: French
Pascal Cesbon Lavau Manager
c/o La Redoute
Citizenship: French
8
<PAGE>
MANAGERS AND OFFICERS OF EMPUSA LLC
Name and Principal
Business Address
Citizenship Position
- ----------------------------------------------------------------------
Hartmut Kramer President
c/o La Redoute
Citizenship: French
Antoine Metzger Manager
c/o La Redoute
Citizenship: French
Michael Hawker Manager
c/o Empire
Citizenship: U.K.
Pascal Lavau Manager
c/o La Redoute
Citizenship: French
Frederick Oakes Manager & Secretary
c/o Empire
Citizenship: U.K.
Jon Fullerton Assistant Manager
c/o Empusa
Citizenship: U.S.A.
Alistair Skelsey Manager
c/o Empire
Citizenship: U.K.
Alain Penet Manager
c/o La Redoute
Citizenship: French
Andrew Hill Manager
c/o Empire
Citizenship: U.K.
9
EXHIBIT 2
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT ("Agreement") dated as of November
25, 1998 between REDAM LLC, a limited liability company organized under the laws
of Delaware ("Seller"), and EMPUSA LLC, a limited liability company organized
under the laws of Delaware ("Buyer").
A G R E E M E N T:
- - - - - - - - -
NOW, THEREFORE, in consideration of the mutual and dependent
promises set forth herein, the sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
ARTICLE I
THE TRANSACTIONS
----------------
1.1 Purchase and Sale. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing (as defined below) Buyer
shall purchase from Seller, and Seller shall sell to Buyer, the 8,617,017 shares
(the "Shares") of common stock (the "Common Stock"), par value $.01 per share,
of Brylane, Inc., a Delaware corporation ("Brylane"), owned by Seller. The
purchase price to be paid by Buyer to Seller for the Shares to be sold and
purchased hereunder shall be $20.00 per share of Common Stock (the "Purchase
Price"). The Purchase Price and the number of Shares to be purchased and sold
hereunder shall be adjusted to give effect to any stock splits, stock dividends,
recapitalizations and similar transactions declared or occurring between the
date hereof and Closing.
1.2 Closing. At the Closing (a) Buyer will wire transfer in
same day funds to account set forth in writing by Seller the sum of $172,340,340
in payment of the Purchase Price for the Shares to be purchased by Buyer, and
(b) Seller shall deliver a certificate or certificates to Buyer, representing
the Shares purchased thereby, duly endorsed for transfer in blank (the
"Certificates") with stock transfer stamps attached. The consummation of the
transactions contemplated by this Agreement (the "Closing") shall take place at
16:00 o'clock, London, United Kingdom time, at the offices of Seller's counsel
(or at such other place as the parties may agree) no earlier than November 25,
1998 and no later than December 1, 1998. Buyer's obligation to consummate the
Closing shall be subject to (i) the representations and warranties of Seller
contained herein having been true and correct in all respects on the date hereof
and on and as of the Closing date with the same effect as if such
representations and warranties had been made on and as of the Closing date, (ii)
receipt by Buyer at the Closing of a certificate of an appropriate officer of
Seller dated as of the Closing date to the effect of the matters set forth in
clause (i) of this sentence and (iii) receipt of all regulatory approvals
required or deemed advisable by Buyer. Seller's obligation to consummate the
Closing shall be subject to (i) the representations and warranties of Buyer
contained herein having been true and correct in all respects on the date hereof
and on and as of the Closing date with the same effect as if such
representations and warranties
<PAGE>
had been made on and as of the Closing date, (ii) receipt by Seller at the
Closing of a certificate of an appropriate officer of Buyer dated as of the
Closing date to the effect of the matters set forth in clause (i) of this
sentence and (iii) receipt of all regulatory approvals required or deemed
advisable by Seller.
1.3 Fees and Expenses. Buyer and Seller shall each be
responsible for the fees and expenses incurred by it in connection with this
Agreement and the transactions contemplated hereby.
1.4 Assignment. Buyer may assign its right to purchase the
Shares to any one or more direct or indirect majority-owned subsidiaries, or
affiliates controlled by Buyer; provided that no such assignment shall relieve
Buyer of its obligations hereunder to the extent that the assignee fails to
fulfill the same.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF BUYER
---------------------------------------
Buyer represents and warrants to Seller as follows:
2.1 Authority. Buyer has full power and authority to execute
and deliver this Agreement, and to consummate the transactions contemplated on
its part hereby. The execution, delivery and performance by Buyer of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Buyer. No other action on
the part of Buyer is necessary to authorize the execution and delivery of this
Agreement by Buyer or the performance by Buyer of its obligations hereunder or
thereunder. This Agreement has been duly executed and delivered by Buyer and
constitutes a legal, valid and binding agreement of Buyer, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting creditors' rights generally
and subject to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
----------------------------------------
Seller represents and warrants to Buyer as follows:
3.1 Authority. Seller has full power and authority to execute
and deliver this Agreement, and to consummate the transactions contemplated on
its part hereby. The execution, delivery and performance by Seller of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Seller. No
-2-
<PAGE>
other action on the part of Seller is necessary to authorize the execution and
delivery of this Agreement by Seller or the performance by Seller of its
obligations hereunder or thereunder. This Agreement has been duly executed and
delivered by Seller and constitutes a legal, valid and binding agreement of
Seller, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors' rights generally and subject to general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3.2 Title to Shares. Seller has good, valid and marketable
title to the Shares of Common Stock, free and clear of any Encumbrances (as
defined below). At the Closing, Buyer will acquire all of Seller's right, title
and interest in and to, and will have good, valid and marketable title to the
Shares of Common Stock from Seller, free and clear of any and all security
interests, liens, claims, pledges, encumbrances or other rights or claims of any
other person of any kind or any preemptive or similar rights (collectively,
"Encumbrances"). The Shares constitute all of the shares of capital stock of
Brylane owned or held by Seller as of the date of this Agreement.
ARTICLE IV
MISCELLANEOUS
-------------
4.1 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been given
or made if in writing and delivered personally, sent by commercial carrier or
registered or certified mail (postage prepaid, return receipt requested) or
transmitted by facsimile (with receipt confirmed) to the parties at the
addresses and numbers set forth below or at such other addresses or numbers as
shall be furnished by the parties by like notice, and such notice or
communication shall be deemed to have been given or made as of the date actually
received. Notices to Seller shall be addressed to:
REDAM LLC
150 Alhambra Circle
Coral Gables, Florida 33134
Attention: John Fullerton
Telecopy Number: (305) 446-8128
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: David A. Katz, Esq.
Telecopy Number: (212) 403-2000
-3-
<PAGE>
Notices to Buyer shall be addressed to:
EMPUSA LLC
150 Alhambra Circle
Coral Gables, Florida 33134
Attention: Mike Hawker and F.W. Oakes
Telecopy Number: (011) 44-127-476-3816
with a copy to:
Walker Morris Solicitors
21 King Street
Leeds LS1 2H2
Attention: M. F. Taylor
Telecopy Number: (011) 44-113-245-9412
4.2 Publicity. Except as may be required by applicable law, so
long as this Agreement is in effect, Buyer and Seller shall not, and shall cause
their affiliates not to, issue or cause the publication of any press release or
other announcement with respect to the transactions contemplated by this
Agreement without the consent of the other parties, which consent shall not be
unreasonably withheld or delayed.
4.3 Headings; Entire Agreement; Counterparts; Amendments;
Third Party Beneficiaries. The headings contained in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement. This
Agreement constitutes the entire agreement among the parties and supersedes all
other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and each of which shall be deemed an
original. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto. This Agreement is not intended
to confer upon any other person other than the Parties hereto any rights or
remedies hereunder.
4.4 Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefits of the parties hereto and
their respective successors and permitted assigns. Subject to Section 1.4,
neither this Agreement nor any of the rights, interests or obligations shall be
assigned by any of the parties hereto without the prior written consent of the
other parties.
4.5 Governing Law. The validity and interpretation of this
Agreement shall be governed by the laws of the State of New York, without
reference to the conflict of laws principles thereof.
4.6 Specific Performance. The parties hereto shall
acknowledge that, in view of the uniqueness of the parties hereto, the parties
hereto would not have an adequate remedy at law for money damages in the event
that this Agreement were not performed in accordance with
-4-
<PAGE>
its terms, and therefore agree that the parties shall be entitled to specific
enforcement of the terms hereof in addition to any other remedy to which the
parties hereto may be entitled at law or in equity.
4.7 Termination. This Agreement may be terminated at any time
prior to the Closing by written notice to the other party hereto (i) by mutual
agreement of Seller and Buyer or (ii) by either Seller or buyer if the Closing
has not occurred by December 15, 1998.
-5-
<PAGE>
IN WITNESS WHEREOF, Buyer and Seller have caused this
Agreement to be signed by a duly authorized officer as of the date first written
above.
REDAM LLC
By: /s/ John Fullerton
----------------------------------------
Name: John Fullerton
Title: Manager
EMPUSA LLC
By: /s/ Mike Hawker
----------------------------------------
Name: Mike Hawker
Title: Manager
By: /s/ F.W. Oakes
----------------------------------------
Name: F.W. Oakes
Title: Manager and Secretary
-6-
EXHIBIT 3
[Letterhead of Pinault-Printemps-Redoute S.A.]
December 2, 1998
STRICTLY CONFIDENTIAL
Independent Directors
Board of Directors
Brylane Inc.
463 Seventh Avenue, 21st Floor
New York, New York
Over the past year during which Pinault-Printemps-Redoute S.A.
("PPR") first became interested in, and then acquired a significant
stake in, Brylane Inc. ("Brylane"), we have developed a growing
appreciation for the business, operations, management and catalogs of
Brylane. PPR believes, as it has since its original purchase of Brylane
shares, that Brylane can be an important element in PPR's future
international growth plans. PPR continues to have confidence in the
future performance of Brylane, its strategic direction and its current
management despite the recent disappointing operating results. We
believe that Brylane faces an increasingly difficult business
environment, with many challenging competitors, some of whom are parts
of significantly larger, well-capitalized companies. As such, PPR has
now concluded that its corporate goals would be better served if it
owned all of the equity interest in Brylane and PPR believes that
Brylane, and its various constituencies, would be better served if
Brylane were to cease being a public company subject to the vagaries
and volatility of the public equity markets.
In light of current market and economic conditions, we are
pleased that the independent directors of Brylane have consented,
pursuant to the terms of the Governance Agreement currently in effect
between PPR and Brylane, to allow PPR to make, and the independent
directors to consider and evaluate, a proposal from PPR to acquire all
of the publicly held shares of Brylane common stock
Accordingly, on behalf of PPR, we are pleased to make the
following proposal to acquire all of the outstanding common shares of
Brylane not currently owned by PPR (the "Public Shares"). The principal
terms of our proposal are as follows:
1. Our proposal would result in all holders of Public Shares
receiving $20 per share in cash. The transaction would
involve an aggregate payment of approximately $172.5
million to the holders of Public Shares, based on the
8,623,872 Public Shares we understand to be outstanding.
2. Initiation of the transaction would be subject to, among
other things, approval by the Board of Directors of
Brylane, including the approval of a majority of the
independent directors, as required by the Governance
Agreement,
<PAGE>
execution of a definitive agreement, and other conditions
customary in transactions of this type.
3. The transaction would be financed through PPR's available
cash and committed facilities and would not be conditioned
upon financing.
4. The acquisition transaction would be implemented through a
cash tender offer followed by a merger of a PPR subsidiary
into Brylane, with Brylane as the surviving corporation.
5. The separate identity of Brylane would be continued
following consummation of the transaction for the
foreseeable future.
6. Brylane's officers and other employees would continue on
their present terms for the foreseeable future, and we
would intend to work with Brylane management to develop
appropriate incentives for Brylane management and
employees, who, as a group, we value highly.
We believe that our proposal is at a fair price that reflects
Brylane's historical results and future prospects and that consummation
of our proposed transaction would be in the best interest of Brylane
and its public stockholders. Our proposed acquisition price of $20 per
share represents an 18.5% premium over yesterday's closing price for
Brylane and a 27.8% and 16.0% premium over the average of Brylane's
closing prices for the past 30 and 60 trading days, respectively.
We would like to make it clear that PPR is not interested,
under any circumstances, in selling its 49.9% interest in Brylane owned
by PPR. Together with its affiliates, PPR owns approximately 50.1% of
Brylane's common stock (based upon the 17,240,889 shares of Brylane
common stock we understand to be outstanding as of November 28, 1998)
and, thus, there is no realistic prospect of sale of a controlling
interest in Brylane to a third party. Therefore, if we are not able to
consummate the proposal at a reasonable price we currently intend to
continue to be long-term stockholders of Brylane.
We understand that this proposal will be considered by a
special committee of independent directors of Brylane, as required by
the Governance Agreement, and that such committee will wish to retain
its own financial and legal advisors to assist in those deliberations.
We invite such representatives to meet with our advisors to discuss
this proposal at your earliest convenience. As required under federal
securities laws, this proposal will be made public through a Schedule
13D filing with the SEC, and we will be issuing a press release later
today to facilitate dissemination of the information in this letter.
-2-
<PAGE>
We hope you will view our proposal favorably and give it your
prompt attention. We reserve the right to amend or withdraw this
proposal at any time in our discretion.
We look forward to hearing from you soon.
Sincerely,
/s/ Serge Weinberg /s/ Hartmut Kramer
Serge Weinberg Hartmut Kramer
Chairman and Chief Executive Officer Member of Executive Board
Pinault-Printemps-Redoute, S.A. Pinault-Printemps-Redoute, S.A.
Chief Executive Officer
La Redoute S.A.
EXHIBIT 4
FOR IMMEDIATE RELEASE
CONTACTS:
Ruth Pachman or Roy Winnick
Kekst and Company
212-521-4891 or 4842
PINAULT-PRINTEMPS-REDOUTE S.A. PROPOSES ACQUISITION OF OUTSTANDING
SHARES OF BRYLANE INC. WHICH IT DOES NOT OWN FOR $20 PER SHARE
Paris, December 2, 1998 - Pinault-Printemps-Redoute S.A.
("PPR"), a publicly traded specialty retailer listed on the Paris Bourse
(PRTP.PA), today announced that it has made a proposal to the independent
directors of the Board of Directors of Brylane Inc. (NYSE: BYL) regarding the
acquisition of all remaining outstanding shares of Brylane not owned by PPR for
$20 per share. The letter reflecting PPR's proposal which was sent to the
independent directors of Brylane is attached.
PPR currently owns approximately 49.9% of the outstanding
Brylane common stock. Affiliates of PPR own an additional approximately 0.2% of
the Brylane common stock. At a price per share of $20, the aggregate value of
the transaction would be approximately $172.5 million to acquire the shares of
common stock not already owned by PPR. The $20 per share purchase price
represents a premium of approximately 18.5% to yesterday's closing price and
27.8% and 16.0% premium over the average of the closing prices of Brylane common
stock on the New York Stock Exchange over the past 30 trading days and 60
trading days, respectively.
PPR's proposal is subject to the approval of the Board of
Directors of Brylane, including the approval of a majority of the independent
directors on the Brylane Board, and other conditions customary in transactions
of this type. The proposed offer is not conditioned on financing.
"We believe that this transaction will better position Brylane
to pursue future business and growth opportunities while allowing PPR to
capitalize upon cross-border opportunites in the specialty catalog sector in a
more effective manner," said Serge Weinberg, Chairman of the Executive Board of
PPR. "Although we believe that Brylane faces many challenging competitors, PPR
has concluded that its corporate goals would be better served if it owned all of
the outstanding equity in Brylane."
PPR also stated in its proposal to the Brylane Board that PPR
is not interested, under any circumstances, in selling its interest in Brylane.
Moreover, PPR reserves the right to amend or withdraw the proposal at any time
in its discretion.
Brylane is the nation's leading specialty catalog retailer of
value-priced apparel, with a focused portfolio of catalogs that includes Lane
Bryant, Roaman's, Jessica London and KingSize, serving the special size apparel
market, and Chadwick's of Boston, Lerner,
<PAGE>
Bridgewater and Brett serving the regular-size apparel market. In addition, the
Company's home catalog, introduced in September 1998, offers value-priced home
products. Brylane also markets certain of its catalogs under the "Sears" name to
customers of Sears, Roebuck and Co. under an exclusive licensing arrangement
with Sears Shop at Home Services, Inc. Brylane is headquartered in New York and
has facilities in Indiana, Massachusetts and Texas.
Headquartered in Paris, PPR operates several different
specialized retail chains that sell a wide range of consumer goods. PPR's
principal chains include Printemps (general merchandise), Conforama (furniture,
household electronic goods and appliances) and Fnac (records, books, computers
and consumer electronics). Through La Redoute, PPR is Europe's third largest
mail order company.
* * *
This press release is not an offer or the solicitation of an
offer to buy any securities of Brylane, and no such offer or solicitation will
be made except in compliance with applicable securities laws.
Information Concerning Forward-Looking Statements: This press
release contains forward-looking statements as defined by the federal securities
laws and are based on PPR's current expectations and assumptions, which are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those anticipated, projected or implied. Certain
factors that could cause actual results to differ are indicated in Brylane's
filings with the Securities and Exchange Commission.
<PAGE>
[Letterhead of Pinault-Printemps-Redoute S.A.]
December 2, 1998
Independent Directors
Board of Directors
Brylane Inc.
463 Seventh Avenue, 21st Floor
New York, New York
Over the past year during which Pinault-Printemps-Redoute S.A.
("PPR") first became interested in, and then acquired a significant
stake in, Brylane Inc. ("Brylane"), we have developed a growing
appreciation for the business, operations, management and catalogs of
Brylane. PPR believes, as it has since its original purchase of Brylane
shares, that Brylane can be an important element in PPR's future
international growth plans. PPR continues to have confidence in the
future performance of Brylane, its strategic direction and its current
management despite the recent disappointing operating results. We
believe that Brylane faces an increasingly difficult business
environment, with many challenging competitors, some of whom are parts
of significantly larger, well-capitalized companies. As such, PPR has
now concluded that its corporate goals would be better served if it
owned all of the equity interest in Brylane and PPR believes that
Brylane, and its various constituencies, would be better served if
Brylane were to cease being a public company subject to the vagaries
and volatility of the public equity markets.
In light of current market and economic conditions, we are
pleased that the independent directors of Brylane have consented,
pursuant to the terms of the Governance Agreement currently in effect
between PPR and Brylane, to allow PPR to make, and the independent
directors to consider and evaluate, a proposal from PPR to acquire all
of the publicly held shares of Brylane common stock
Accordingly, on behalf of PPR, we are pleased to make the
following proposal to acquire all of the outstanding common shares of
Brylane not currently owned by PPR (the "Public Shares"). The principal
terms of our proposal are as follows:
1. Our proposal would result in all holders of Public Shares
receiving $20 per share in cash. The transaction would
involve an aggregate payment of approximately $172.5
million to the holders of Public Shares, based on the
8,623,872 Public Shares we understand to be outstanding.
2. Initiation of the transaction would be subject to, among
other things, approval by the Board of Directors of
Brylane, including the approval of a majority of the
independent directors, as required by the Governance
Agreement,
<PAGE>
execution of a definitive agreement, and other conditions
customary in transactions of this type.
3. The transaction would be financed through PPR's available
cash and committed facilities and would not be conditioned
upon financing.
4. The acquisition transaction would be implemented through a
cash tender offer followed by a merger of a PPR subsidiary
into Brylane, with Brylane as the surviving corporation.
5. The separate identity of Brylane would be continued
following consummation of the transaction for the
foreseeable future.
6. Brylane's officers and other employees would continue on
their present terms for the foreseeable future, and we
would intend to work with Brylane management to develop
appropriate incentives for Brylane management and
employees, who, as a group, we value highly.
We believe that our proposal is at a fair price that reflects
Brylane's historical results and future prospects and that consummation
of our proposed transaction would be in the best interest of Brylane
and its public stockholders. Our proposed acquisition price of $20 per
share represents an 18.5% premium over yesterday's closing price for
Brylane and a 27.8% and 16.0% premium over the average of Brylane's
closing prices for the past 30 and 60 trading days, respectively.
We would like to make it clear that PPR is not interested,
under any circumstances, in selling its 49.9% interest in Brylane owned
by PPR. Together with its affiliates, PPR owns approximately 50.1% of
Brylane's common stock (based upon the 17,240,889 shares of Brylane
common stock we understand to be outstanding as of November 28, 1998)
and, thus, there is no realistic prospect of sale of a controlling
interest in Brylane to a third party. Therefore, if we are not able to
consummate the proposal at a reasonable price we currently intend to
continue to be long-term stockholders of Brylane.
We understand that this proposal will be considered by a
special committee of independent directors of Brylane, as required by
the Governance Agreement, and that such committee will wish to retain
its own financial and legal advisors to assist in those deliberations.
We invite such representatives to meet with our advisors to discuss
this proposal at your earliest convenience. As required under federal
securities laws, this proposal will be made public through a Schedule
13D filing with the SEC, and we will be issuing a press release later
today to facilitate dissemination of the information in this letter.
-2-
<PAGE>
We hope you will view our proposal favorably and give it your
prompt attention. We reserve the right to amend or withdraw this
proposal at any time in our discretion.
We look forward to hearing from you soon.
Sincerely,
/s/ Serge Weinberg /s/ Hartmut Kramer
Serge Weinberg Hartmut Kramer
Chairman and Chief Executive Officer Member of Executive Board
Pinault-Printemps-Redoute, S.A. Pinault-Printemps-Redoute, S.A.
Chief Executive Officer
La Redoute S.A.
