As Filed with the Securities and Exchange Commission on April 13, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13E-3 THEREUNDER)
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BRYLANE INC .
(NAME OF ISSUER)
PINAULT-PRINTEMPS-REDOUTE S.A.
BUTTONS ACQUISITION CORPORATION
BRYLANE INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
117661 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
<TABLE>
<CAPTION>
<S> <C> <C>
SERGE WEINBERG SERGE WEINBERG ROBERT A. PULCIANI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER CHAIRMAN, CHIEF EXECUTIVE OFFICER EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
PINAULT-PRINTEMPS-REDOUTE S.A. AND PRESIDENT OFFICER, SECRETARY AND TREASURER
18, PLACE HENRI BERGSON BUTTONS ACQUISITION CORPORATION BRYLANE INC.
75381 PARIS CEDEX 08 C/O WACHTELL, LIPTON, ROSEN & KATZ 463 SEVENTH AVENUE, 21ST FLOOR
011 33 1 44 90 61 00 51 W. 52ND STREET NEW YORK, NEW YORK 10018
NEW YORK, NY 10019 (212) 613-9500
(212) 403-1000
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
OF COMMUNICATION ON BEHALF OF PERSON(S) FILING STATEMENT)
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WITH COPIES TO :
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<CAPTION>
<S> <C> <C>
DAVID A. KATZ, ESQ. ROGER H. LUSTBERG, ESQ. BRUCE A. MANN, ESQ.
JOSHUA R. CAMMAKER, ESQ. THOMAS M. CLEARY, ESQ. MATTHEW S. CROWLEY, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ RIORDAN & MCKINZIE MORRISON & FOERSTER LLP
51 W. 52ND STREET 300 SOUTH GRAND AVENUE, 29TH FLOOR 425 MARKET STREET
NEW YORK, NY 10019 LOS ANGELES, CALIFORNIA 90071 SAN FRANCISCO, CALIFORNIA 94105-2482
(212) 403-1000 (213) 629-4824 (415) 268-7584
</TABLE>
This statement is filed in connection with (Check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Date filed: April 13, 1999
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<PAGE>
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") is being filed by (i)
Pinault-Printemps-Redoute S.A., a societe anonyme organized under the laws of
the Republic of France ("Parent"), (ii) Buttons Acquisition Corporation, Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Purchaser"), and (iii) Brylane Inc., a Delaware corporation (the "Company"),
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended,
and Rule 13e-3 promulgated thereunder by the Securities and Exchange Commission
(the "SEC") in connection with the tender offer by Purchaser for all the issued
and outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of the Company not already beneficially owned by Parent, on the terms
and subject to the conditions set forth in the Offer to Purchase, dated March
16, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with the Offer to Purchase, each as amended or supplemented
from time to time, constitute the "Offer"). Capitalized terms not defined herein
shall have the meanings set forth in the Offer to Purchase.
ITEM 10. Interest in Securities of the Issuer.
Item 10 of the Schedule 13E-3 is hereby amended and supplemented as
follows:
As of April 9, 1999, Empire Stores Group plc. ("Empire"), a wholly
owned subsidiary of Parent, transferred all of the outstanding shares of common
stock of Purchaser to EMPUSA, a wholly owned subsidiary of Empire, in exchange
for additional limited liability company interests in EMPUSA.
The Offer expired as scheduled at 12:00 midnight, New York City time,
on Monday, April 12, 1999. On Tuesday, April 13, 1999, effective as of 12:01
a.m., all Shares validly tendered and not withdrawn prior to the expiration of
the Offer were accepted by Purchaser for payment. Based on a preliminary count,
8,316,084 Shares (including 297,896 Shares to be delivered pursuant to notices
of guaranteed delivery) were tendered and accepted for payment, representing
approximately 48.2% of the issued and outstanding Shares held by persons other
than Parent and its subsidiaries. In addition to the Shares acquired pursuant to
the Offer, Parent beneficially owns 8,617,017 Shares, resulting in Parent
beneficially owning approximately 98.1% of the issued and outstanding Shares.
Parent intends to effect the Merger of Purchaser with and into the
Company as promptly as practicable. Parent beneficially owns a sufficient number
of Shares to enable it to effect the Merger without a vote or meeting of the
Company's shareholders. Pursuant to the Merger Agreement, at the Effective Time
of the Merger, Shares of the Company that were not tendered into the Offer will
be canceled and retired and shall cease to exist and be converted automatically
into the right to receive $24.50 per share in cash, subject to dissenters rights
upon surrender of the certificate formerly representing such Share.
On April 13, 1999, Parent issued a press release announcing that
8,273,684 Shares (including 255,496 Shares to be delivered pursuant to notices
of guaranteed delivery) were properly tendered and not withdrawn in the Offer. A
copy of such press release is attached as Exhibit (d)(19) hereto. Subsequent to
the issuance of such press release, Parent was informed by the Depositary for
the Offer that an additional 42,400 Shares are to be delivered pursuant to
notices of guaranteed delivery that were properly delivered prior to the
expiration of the Offer. Parent has accepted such additional Shares for payment.
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended by adding the following exhibits:
EXHIBIT EXHIBIT
NO. NAME
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(d)(19) Press release issued in New York by Parent on April 13, 1999.*
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* Incorporated by reference to Amendment No. 2 to the Statement on Schedule
14D-1 filed by Purchaser and Parent on April 13, 1999.
-2-
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, each of
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
April 13, 1999
PINAULT-PRINTEMPS-REDOUTE S.A.
By: /s/ SERGE WEINBERG
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Name: Serge Weinberg
Title: Chairman, Chief Executive Officer and
President
BUTTONS ACQUISITION CORPORATION
By: /s/ SERGE WEINBERG
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Name: Serge Weinberg
Title: Chairman and Chief Executive Officer
BRYLANE, INC.
By: /s/ ROBERT A. PULCIANI
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Name: Robert A. Pulciani
Title: Executive Vice President and Chief
Financial Officer
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
NO. NAME
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(d)(19) Press release issued in New York by Parent on April 13, 1999.*
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* Incorporated by reference to Amendment No. 2 to the Statement on Schedule
14D-1 filed by Purchaser and Parent on April 13, 1999.
