As Filed with the Securities and Exchange Commission on April 13, 1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
---------------
(FINAL AMENDMENT)
---------------
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
----------------
BRYLANE INC.
(NAME OF SUBJECT COMPANY)
BUTTONS ACQUISITION CORPORATION
PINAULT-PRINTEMPS-REDOUTE S.A.
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
117661 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
Serge Weinberg Serge Weinberg
Chairman and Chief Executive Officer Chairman, Chief Executive Officer
Pinault-Printemps-Redoute S.A. and President
18, Place Henri Bergson Buttons Acquisition Corporation
75381 Paris CEDEX 08 c/o Wachtell, Lipton, Rosen & Katz
011 33 1 44 90 61 00 51 W. 52nd Street
New York, NY 10019
(212) 403-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
----------------
WITH A COPY TO:
DAVID A. KATZ, ESQ.
JOSHUA R. CAMMAKER, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 W. 52ND STREET
NEW YORK, NY 10019
(212) 403-1000
* This Statement also constitutes Amendment No. 10 to the Statement on Schedule
13D of Pinault-Printemps-Redoute S.A. with respect to the Common Stock, par
value $0.01 per share, of Brylane Inc. which may be deemed to be beneficially
owned by Pinault-Printemps-Redoute S.A.
-------------------------
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page. The information required in the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
-------------------------
================================================================================
<PAGE>
- --------- ----------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. Of Person
Buttons Acquisition Corporation
Applied For
- --------- ----------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- --------- ----------------------------------------------------------------------
3. SEC Use Only
- --------- ----------------------------------------------------------------------
4. Sources of Funds*
BK
- --------- ----------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) |_|
- --------- ----------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------- ----------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
16,933,101 shares of common stock
- --------- ----------------------------------------------------------------------
8. Check If the Aggregate Amount in Row (7) Excludes Certain Shares* |_|
- --------- ----------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7) 98.1%
- --------- ----------------------------------------------------------------------
10. Type of Reporting Person*
CO
- --------- ----------------------------------------------------------------------
- ---------------
* See instructions before filling out.
<PAGE>
- --------- ----------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. Of Person
Pinault-Printemps-Redoute S.A.
- --------- ----------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- --------- ----------------------------------------------------------------------
3. SEC Use Only
- --------- ----------------------------------------------------------------------
4. Sources of Funds*
BK
- --------- ----------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) |_|
- --------- ----------------------------------------------------------------------
6. Citizenship or Place of Organization
France
- --------- ----------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
16,933,101 shares of common stock
- --------- ----------------------------------------------------------------------
8. Check If the Aggregate Amount in Row (7) Excludes Certain Shares* |_|
- --------- ----------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7) 98.1%
- --------- ----------------------------------------------------------------------
10. Type of Reporting Person*
HC, CO
- --------- ----------------------------------------------------------------------
- ---------------
* See instructions before filling out.
-2-
<PAGE>
This Amendment No. 2, the final amendment, to the Tender Offer
Statement on Schedule 14D-1 filed on March 16, 1999 and Amendment No. 10 to the
Statement on Schedule 13D filed on April 13, 1998 (this "Amendment") is filed by
Pinault-Printemps-Redoute S.A., a societe anonyme organized under the laws of
the Republic of France ("Parent"), and Buttons Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of Parent
("Purchaser"). This Amendment is being filed in connection with the offer by
Purchaser to purchase all of the issued and outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Brylane Inc., a Delaware
corporation (the "Company"), not already beneficially owned by Parent at a price
of $24.50 per Share, net to the seller in cash (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
March 16, 1999 (the "Offer to Purchase"), and in 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 in the Amendment shall have the meanings set forth in the Offer to
Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 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 (a)(16) 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.
-3-
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following exhibits:
EXHIBIT EXHIBIT
NO. NAME
- ------- -------
(a)(16) Press release issued in New York by Parent on April 13, 1999.
-4-
<PAGE>
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
---------------------------------------------
Name: Serge Weinberg
Title: Chairman and Chief Executive Officer
BUTTONS ACQUISITION CORPORATION
By: /s/ SERGE WEINBERG
---------------------------------------------
Name: Serge Weinberg
Title: Chairman and Chief Executive Officer
-5-
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT
NO. NAME
- ------- -------
(a)(16) Press release issued in New York by Parent on April 13, 1999.
Exhibit (a)(16)
FOR IMMEDIATE RELEASE
For: Brylane Inc.
Contact: Robert A. Pulciani
Brylane Chief Financial Officer
(212) 613-9536
Amanda Mullin
Morgen-Walke Associates
(212) 850-5600
Media: Stacy Berns / Lauren Gargano
Morgen-Walke Associates
(212) 850-5600
PINAULT-PRINTEMPS-REDOUTE S.A.
COMPLETES BRYLANE INC. TENDER OFFER
Paris, France - April 13, 1999 - Pinault-Printemps-Redoute S.A. (PPR)
announced today that it has successfully completed its tender offer, through its
wholly owned subsidiary Buttons Acquisition Corporation, for the shares of
common stock of Brylane Inc. (NYSE: BYL) which it did not already beneficially
own. The tender offer expired as scheduled at 12:00 midnight, New York City
time, on Monday, April 12, 1999. All of the shares tendered and not properly
withdrawn were accepted for purchase upon the expiration of the tender offer.
PPR has been informed by ChaseMellon Shareholder Services LLC, the
depositary for the tender offer, that, as of the expiration of the tender offer,
8,273,684 shares (including 255,496 shares to be delivered pursuant to notices
of guaranteed delivery) were tendered, and not properly withdrawn, representing
approximately 47.9% of the outstanding shares of Brylane. Together with the
shares already beneficially owned, PPR now beneficially owns approximately 97.9%
of the outstanding Brylane shares.
The 369,914 shares of Brylane not owned by PPR will be acquired in a
second step merger at a price of $24.50 per share. Since PPR owns more than 90%
of the Brylane shares, the merger does not require the approval of the
shareholders of Brylane. The second step merger is expected to be completed
shortly.
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, computer and consumer
electronics). Through RedCats, PPR is the world's third largest mail order
company.
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 King
<PAGE>
Size, serving the special size apparel market, and Chadwick's of Boston, Lerner,
Bridgewater and Brett serving the regular size apparel market. In addition,
Brylane'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.
* * *
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
that are based on Brylane's and 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.
-2-
