<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1997
REGISTRATION NO. 33-86154
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BRYLANE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5961 13-3794198
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
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)
----------------
ROBERT A. PULCIANI
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. GREGG A. NOEL, ESQ.SKADDEN, ARPS,
CLEARY, ESQ. SLATE, MEAGHER & FLOM LLP
RIORDAN & MCKINZIE 300 SOUTH GRAND 300 SOUTH GRAND AVENUE, 34TH FLOOR LOS
AVENUE, 29TH FLOOR LOS ANGELES, ANGELES, CALIFORNIA 90071
CALIFORNIA 90071
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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- -------------------------------------------------------------------------------
<PAGE>
This Post-Effective Amendment No. 1 is being filed pursuant to Registration
Statement No. 33-86154, as amended (the "Registration Statement"), on which
Brylane Inc. ("Registrant") registered 4,600,000 shares of its Common Stock,
$0.01 par value (the "Shares"), to be offered and sold by Registrant in a firm
commitment underwritten public offering through a group of underwriters
represented by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lazard
Freres & Co. LLC and J.P. Morgan Securities Inc. (collectively, the
"Representatives").
The Commission declared the Registration Statement effective on February 20,
1997. On February 26, 1997, Registrant issued an aggregate of 4,000,000 of
the Shares to the Representatives. The Representatives have chosen not to
exercise their option to purchase up to an additional 600,000 Shares to cover
any over-allotments, and consequently, as of the date hereof, 600,000 of the
Shares covered by the Registration Statement remain unissued. Registrant is
filing this Post-Effective Amendment No. 1 to deregister these 600,000
unissued Shares. Registrant has terminated the offering covered by the
Registration Statement, has no further plans to issue any of the remaining
Shares pursuant to the Registration Statement, and desires that the
Registration Statement no longer be considered effective.
1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1##### Form of Underwriting Agreement.
2.1#### First Amended and Restated Incorporation and Exchange Agreement
dated as of December 9, 1996 by and among FSEP II, FSEP III,
FSEP International, Lane Bryant Direct, The Limited, WearGuard,
Leeway & Co., NYNEX, Chadwick's, Inc. ("Chadwick's") and the
Company.
3.1+ Certificate of Limited Partnership of the Partnership.
3.2+ Agreement of Limited Partnership of the Partnership (the
"Partnership Agreement") dated as of August 30, 1993 (with forms
of Registration Rights Agreement (Newco) and Stockholders
Agreement (Newco) attached as exhibits thereto).
3.3+ Certificate of Incorporation of Brylane Capital Corp. ("Brylane
Capital").
3.4+ Bylaws of Brylane Capital.
3.5+++ Amendment No. 1 to Partnership Agreement dated as of November
22, 1993.
3.6* Amendment No. 2 to Partnership Agreement dated as of January 28,
1994.
3.7** Amendment No. 3 to Partnership Agreement dated as of March 16,
1994.
3.8### Amendment No. 4 to Partnership Agreement dated October 14, 1994.
3.9## Amendment No. 5 to Partnership Agreement dated September 22,
1995.
3.10## Amendment No. 6 to Partnership Agreement dated October 16, 1995.
3.11#### Amendment No. 7 to Partnership Agreement dated October 14, 1996.
3.12#### Amendment No. 8 to the Partnership Agreement dated December 5,
1996.
3.13@@ Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of February 26, 1997.
3.14*** Certificate of Incorporation of the Company.
3.15*** Bylaws of the Company.
3.16#### Certificate of Amendment of Certificate of Incorporation of VP
Holding, as filed with the Office of the Secretary of State of
Delaware on December 5, 1996.
3.17#### Certificate of Designation of the Series A Convertible
Redeemable Preferred Stock of VP Holding as filed with the
Office of the Secretary of State of Delaware on December 6,
1996.
3.18###### Form of Certificate of Designation of the Series A Convertible
Redeemable Preferred Stock of the Company filed with the Office
of the Secretary of State of Delaware on February 14, 1997.
4.1+ Purchase Agreement dated August 20, 1993 among the Partnership,
Brylane Capital, VGP Corporation and each of the Initial
Purchasers named therein.
4.2+ Registration Rights Agreement made and entered into the 30th day
of August, 1993 among the Partnership, Brylane Capital and the
Initial Purchasers.
4.3+ Indenture dated as of August 30, 1993 among the Partnership and
Brylane Capital, as Issuers, B.L. Management, B.L. Distribution,
B.L. Management Partnership and B.L. Distribution Partnership,
as Guarantors, and United States Trust Company of New York, as
Trustee (the "Indenture").
4.4+ Form of Old Note (included at page 37 of the Indenture).
4.5+ Form of New Note (included at page 42 of the Indenture, as
amended at page 2 of the First Supplemental Indenture).
4.6+ Form of Guarantee by B.L. Management, B.L. Distribution, B.L.
Management Partnership and B.L. Distribution Partnership
(included at page 57 and in Article Fourteen of the Indenture).
4.7+ Form of Intercompany Note (included as Exhibit A to the
Indenture).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.8+++ First Supplemental Indenture dated as of November 22, 1993 by and
among the Partnership and Brylane Capital, as Issuers, and United
States Trust Company of New York, as Trustee (the "First
Supplemental Indenture").
4.9* Second Supplemental Indenture dated as of January 28, 1994 among
the Partnership, Brylane Capital, B.N.Y. Service Corp. and United
States Trust Company of New York, as Trustee.
4.10@@ Registration Rights Agreement dated as of February 26, 1997 by and
among the Company, FSEP II, FSEP III, FSEP International, M&P
Distributing Co., The Limited, WearGuard, TJX, Leeway & Co. and
NYNEX.
4.11@@ Stockholders Agreement dated as of February 26, 1997 by and among
the Company, FSEP II, FSEP III, FSEP International, M&P
Distributing Co., The Limited, WearGuard, TJX, Leeway & Co. and
NYNEX.
4.12## Third Supplemental Indenture dated as of October 16, 1995 by and
among the Partnership, Brylane Capital, KingSize Catalog Sales,
L.P., K.S. Management, KingSize Catalog Sales, Inc. and United
States Trust Company of New York, as Trustee.
4.13#### Fourth Supplemental Indenture dated as of December 9, 1996 by and
among the Partnership, Brylane Capital Corp., C.O.B. Management
Services, Inc., Chadwick's Tradename Sub, Inc. and United States
Trust Company of New York, as Trustee.
5.1##### Opinion of Riordan & McKinzie, a Professional Law Corporation.
10.1+ Transaction Agreement dated as of July 13, 1993 among VGP
Corporation, VLP Corporation and the Transferors referred to
therein (the "Transaction Agreement").
10.2+ Amendment No. 1 to Transaction Agreement dated as of August 30,
1993.
10.3+ Addendum to Transaction Agreement dated August 30, 1993 executed
by the Partnership.
10.4+ Credit Card Processing Agreement (the "Credit Card Agreement")
made as of the 30th day of August, 1993 between World Financial
Network National Bank ("World Financial") and the Partnership.
10.5+ Trademark License Agreement (the "Trademark License Agreement" )
made as of the 20th day of August, 1993 among Lanco, Inc., Lernco,
Inc., Limited Stores, Inc., Lane Bryant, Inc. (collectively, the
"Licensors"), Lane Bryant Direct, Inc. and Lerner Direct, Inc.
(collectively, the "Licensees").
10.6#### Amendment No. 1 to Trademark License Agreement entered into as of
the 9th day of December, 1996 by and among Lanco, Inc., Lernco,
Inc., Limited Stores, Inc., Lane Bryant, Inc., Lane Bryant Direct
and the Partnership.
10.7+ Electronic Media Trademark License Agreement made as of the 20th
day of August, 1993 among the Licensors and the Licensees.
10.8+ Agreement to be Bound by the Trademark License Agreement and the
Electronic Media Trademark License Agreement executed by the
Partnership.
10.9+ Service Agreement made as of the 30th day of August, 1993 between
B.L. Management and the Partnership.
10.10+ Catalog Production Agreement made and entered into as of the 30th
day of August, 1993 between B.L. Distribution Partnership and B.L.
Management Partnership.
10.11+ Catalog Production, Distribution, License and Administrative
Services Agreement made and entered into as of the 30th day of
August, 1993 between the Partnership and B.L. Distribution
Partnership.
10.12#### Credit Agreement dated as of December 9, 1996 (the "Credit
Agreement") among the Partrnership, the Lenders listed on the
signature pages thereof, Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), as Administrative Agent, and Merrill Lynch
Capital Corporation ("Merrill Lynch"), as Documentation Agent.
10.13#### Security Agreement dated as of December 9, 1996 among the
Partnership, the Subsidiary Grantors (as defined therein), and
Morgan Guaranty, as Security Agent.
10.14#### Pledge Agreement dated as of December 9, 1996 among the
Partnership, the Subsidiary Pledgors (as defined therein), and
Morgan Guaranty, as Security Agent.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.15#### Form of Tranche A Term Notes executed by the Partnership in favor
of each of the various Lenders which are signatories to the Credit
Agreement.
10.16#### Form of Tranche B Term Notes executed by the Partnership in favor
of each of the various Lenders which are signatories to the Credit
Agreement.
10.17#### Guarantee Agreement dated as of December 9, 1996 among the
Guarantors (as defined therein), Morgan Guaranty, as
administrative agent, and the Issuing Banks (as defined in the
Credit Agreement).
10.18#### Trademark Collateral Agreement dated as of December 9, 1996 among
Lanco, Inc., Lernco, Inc., Limited Stores, Inc., Lerner Stores,
Inc., Lane Bryant, Inc. and Morgan Guaranty, as Security Agent.
10.19+ 1993 Employee Stock Subscription Plan of VP Holding Corporation
("VP Holding") (the "Subscription Plan").
10.20+ Stock Subscription Agreement made and entered into as of August
30, 1993 by and between VP Holding and Peter Canzone (with Secured
Promissory Note and Stock Pledge Agreement attached as exhibits
thereto).
10.21+ Form of Stock Subscription Agreement made by and between VP
Holding and each of Sheila R. Garelik, Robert A. Pulciani, Jules
Silbert, Jessie Bourneuf, Loida Noriega-Wilson, Richard L.
Bennett, William G. Brosius and Bruce G. Clark who purchased
common stock of VP Holding under the Subscription Plan with cash
and, in certain cases, promissory note (with forms of Secured
Promissory Note and Stock Pledge Agreement attached as exhibits
thereto).
10.22+ Form of Stock Subscription Agreement made by and between VP
Holding and each of Arlene Silverman, Kevin McGrain, Kevin Doyle
and certain other management investors who purchased common stock
of VP Holding under the Subscription Plan with cash and, in
certain cases, promissory note (with forms of Secured Promissory
Note and Stock Pledge Agreement attached as exhibits thereto).
10.23+ 1993 Performance Partnership Unit Option Plan of the Partnership
(the "1993 Option Plan").
10.24+ Form of Performance Partnership Unit Option Agreement by and
between the Partnership and each of Peter J. Canzone, Sheila R.
Garelik, Robert A. Pulciani, Jules Silbert, Jessie Bourneuf, Loida
Noriega-Wilson, Richard L. Bennett, William G. Brosius and Bruce
G. Clark under the 1993 Option Plan.
10.25+ Form of Performance Partnership Unit Option Agreement by and
between the Partnership and each of Arlene Silverman, Kevin
McGrain, Kevin Doyle and certain other participants under the 1993
Option Plan.
10.26# 1995 Partnership Unit Option Plan of the Partnership (the "1995
Option Plan").
10.27# Form of Partnership Unit Option Agreement entered into by and
between the Partnership and each of Peter J. Canzone, William C.
Johnson, Sheila R. Garelik, Robert A. Pulciani, Jules Silbert,
Jessie Bourneuf, Loida Noriega-Wilson, Arlene Silverman, Richard
L. Bennett, William G. Brosius and Bruce G. Clark under the 1995
Option Plan.
10.28# Form of Partnership Unit Option Agreement entered into by and
between the Partnership and each of Kevin McGrain, Kevin Doyle and
certain other participants under the 1995 Option Plan.
10.29+ Form of Indemnity Agreement made by and between the Partnership
and each of the members of the Board of Representatives of the
Partnership.
10.30+ Indemnity Agreement dated as of September, 1993 made by and
between B.L. Management and Robert A. Pulciani.
10.31+ Indemnity Agreement dated as of September, 1993 made by and
between B.L. Distribution and Robert A. Pulciani.
10.32### Amendment No. 1 to Credit Card Agreement dated as of July 1, 1995
xx between World Financial and the Partnership.
10.33*** Amendment No. 1 to the Subscription Plan dated February 18, 1994.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.34*** Addendum dated February 18, 1994 to Stock Subscription Agreement
between VP Holding and Jules Silbert.
10.35*** Stock Subscription Agreement made and entered into as of May 27,
1994 by and between VP Holding and William C. Johnson.
10.36*** Performance Partnership Unit Option Agreement entered into as of
May 27, 1994 by and between the Partnership and William C.
Johnson.
10.37#### Brylane Inc. 1996 Senior Management Stock Subscription Plan (the
"Senior Management Plan").
10.38#### Form of Stock Subscription Agreement entered into by and between
the Company and nine management investors who were issued Common
Stock of the Company under the Senior Management Plan.
10.39#### Form of Stock Subscription Agreement entered into by and between
the Company and William C. Johnson under the Senior Management
Plan.
10.40#### Brylane Inc. 1996 Stock Subscription Plan (the "Brylane
Subscription Plan").
10.41#### Form of Stock Subscription Agreement entered into by and between
the Company and certain management employees who were issued
Common Stock of the Company under the Brylane Subscription Plan.
10.42#### Brylane Inc. 1996 Performance Stock Option Plan (the "Brylane 1996
Performance Option Plan").
10.43#### Form of Stock Option Agreement entered into by and between the
Company and certain participants under the Brylane 1996
Performance Option Plan.
10.44#### Form of Stock Option Agreement entered into by and between the
Company and William C. Johnson under the Brylane 1996 Performance
Option Plan.
10.45#### Brylane Inc. 1996 Stock Option Plan (the "Brylane 1996 Option
Plan").
10.46#### Form of Stock Option Agreement entered into by and between the
Company and certain participants under the Brylane 1996 Option
Plan.
10.47# License Agreement effective as of March 1, 1994 by and between the
x Partnership and Sears Shop At Home Services, Inc. ("Sears") (with
Exhibits E and F attached thereto).
10.48**** Loan Agreement made as of August 30, 1993 by and between FSEP II,
VP Holding and VGP.
10.49**** No Interest Demand Promissory Note made by FSEP II in favor of VP
Holding.
10.50**** Loan Agreement made as of August 30, 1993 by and between FSEP III,
VP Holding and VGP.
10.51**** No Interest Demand Promissory Note made by FSEP III in favor of VP
Holding.
10.52# License Agreement effective as of August 1, 1994 by and between
x WearGuard Corporation ("WearGuard") and Sears (with Exhibits E and
F attached thereto).
10.53# First Amendment to License Agreement effective as of August 1,
1995 by and between Sears and WearGuard.
10.54# Consent to Assignment dated October 10, 1995 between and among
Sears, WearGuard and KingSize Catalog Sales, L.P. ("KingSize
Partnership").
10.55## Asset Purchase Agreement dated September 22, 1995 by and among the
Partnership, WearGuard and ARAMARK Corporation ("ARAMARK"), as
guarantor.
10.56## Letter Amendment to the Purchase Agreement dated September 22,
1995 by and between the Partnership and WearGuard.
10.57## Letter Amendment to the Purchase Agreement dated October 16, 1995
by and between the Partnership and WearGuard.
10.58## Assignment of Purchase Agreement dated October 16, 1995 by and
among the Partnership, KingSize Partnership and K.S. Management.
10.59## Transition Services Agreement dated as of October 16, 1995 by and
among the Partnership, KingSize Partnership, ARAMARK and
WearGuard.
10.60## Noncompetition Agreement dated as of October 16, 1995 by and among
the Partnership, KingSize Partnership, ARAMARK and WearGuard.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ------------
<S> <C>
10.61#### Form of Employment Agreement dated as of May 1, 1996 between B.L.
Management and each of Peter J. Canzone, Robert A. Pulciani,
Jules Silbert, Loida Noriega-Wilson and Kevin McGrain.
10.62#### Form of Employment Agreement dated as of May 1, 1996 between B.L.
Management and each of Sheila R. Garelik and Arlene Silverman.
10.63#### Form of Employment Agreement dated as of May 1, 1996 between the
Partnership and each of Richard L. Bennett, Bruce G. Clark and
William G. Brosius.
10.64#### Amendment No. 1 to Employment Agreement dated as of July 15, 1996
between B.L. Management and Sheila R. Garelik.
10.65#### License Amendment made as of July 23, 1996 between the
xxx Partnership and Sears.
10.66#### Asset Purchase Agreement dated as of October 18, 1996 by and
among TJX, Chadwick's and the Partnership.
10.67#### Amendment Number One to the Asset Purchase Agreement made as of
the 9th day of December, 1996 among TJX, Chadwick's and the
Partnership.
10.68#### Asset Purchase Agreement dated as of October 18, 1996 by and
among CDM Corp. and the Partnership.
10.69#### Services Agreement dated as of December 9, 1996 between TJX and
the Partnership.
10.70#### Inventory Purchase Agreement effective as of December 9, 1996 by
xxx and between the Partnership and TJX.
10.71#### Employment Agreement dated as of December 9, 1996 between the
Partnership and Dhananjaya K. Rao.
10.72#### Employment Agreement dated as of December 9, 1996 between the
Partnership and Carol Meyrowitz.
10.73#### VP Holding Stock Subscription Agreement for Preferred Stock made
as of December 9, 1996 by and between VP Holding and Dhananjaya
K. Rao.
10.74#### VP Holding Stock Subscription Agreement for Preferred Stock made
as of December 9, 1996 by and between VP Holding and Carol
Meyrowitz.
10.75#### Form of Brylane Inc. Stock Subscription Agreement for Preferred
Stock made as of December 9, 1996 by and between Brylane, Inc.
and each of Dhananjaya K. Rao and Carol Meyrowitz.
10.76#### Brylane, L.P. Convertible Subordinated Note Due 2006 dated
December 9, 1996 made by the Partnership in favor of Chadwick's
(with Brylane Inc. and Brylane, L.P. Convertible Subordinated
Note Due 2006 made by the Company and the Partnership in favor of
Chadwick's filed as an exhibit thereto).
10.77#### Unit Subscription Agreement entered into as of December 5, 1996
by and among the Partnership, VP Holding, FSEP II, FSEP III, FSEP
International, VGP Corporation, VLP Corporation, WearGuard,
Leeway, and NYNEX.
10.78#### Form of Amendment to Performance Partnership Unit Option
Agreement under the 1993 Option Plan.
10.79#### Accounts Receivable Purchase Agreement dated as of December 9,
1996 between the Partnership and Alliance Data Systems
Corporation.
10.80##### Amendment to Services Agreement dated as of December 9, 1996
between TJX and the Partnership.
11.1##### Brylane, L.P.--Computation of Net Income Per Common Share.
21.1#### Subsidiaries of Brylane.
23.1##### Consent of Riordan & McKinzie (contained in Exhibit 5.1).
23.2###### Consent of Coopers & Lybrand L.L.P. regarding Brylane, L.P.
23.3###### Consent of Coopers & Lybrand L.L.P. regarding Chadwick's, Inc.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ------------
<S> <C>
23.4###### Consent of Coopers & Lybrand L.L.P. regarding KingSize Division.
24.1*** Powers of Attorney.
24.2#### Powers of Attorney.
27.1#### Financial Data Schedule.
- --------
+ Filed as an exhibit to the Partnership's Registration Statement on Form S-
4 (Registration No. 33-69532) on September 29, 1993 and incorporated by
reference herein.
++ Filed as an exhibit to Amendment No. 1 to the Partnership's Registration
Statement on Form S-4 (Registration No. 33-69532) on November 9, 1993 and
incorporated by reference herein.
+++ Filed as an exhibit to Amendment No. 2 to the Partnership's Registration
Statement on Form S-4 (Registration No. 33-69532) on November 23, 1993
and incorporated by reference herein.
* Filed on April 25, 1994 as an exhibit to the Partnership's Annual Report
on Form 10-K for the fiscal year ended January 29, 1994 and incorporated
by reference herein.
** Filed on June 8, 1994 as an exhibit to the Partnership's Quarterly Report
on Form 10-Q for the quarterly period ended April 30, 1994 and
incorporated by reference herein.
*** Filed as an exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-86154) on November 9, 1994 and incorporated by
reference herein.
**** Filed as an exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on January 11, 1995 and
incorporated by reference herein.
# Filed on December 12, 1995 as an exhibit to the Partnership's Quarterly
Report on Form 10-Q for the quarterly period ended October 28, 1995
("1995 Third Quarter Form 10-Q") and incorporated by reference herein.
## Filed on December 30, 1995 as an exhibit to the Partnership's Amendment
of Current Report on Form 8-K/A (File No. 33-69532) and incorporated by
reference herein.
### Filed on May 3, 1996 as an exhibit to the Partnership's Annual Report on
Form 10-K for the fiscal year ended February 3, 1996 ("1995 Form 10-K")
and incorporated by reference herein.
#### Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on December 23, 1996
and incorporated by reference herein.
##### Filed as an exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on January 29, 1997 and
incorporated by reference herein.
###### Filed as an exhibit to Amendment No. 4 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on February 19, 1997
and incorporated by reference herein.
x Certain portions of this exhibit have been omitted from the copies
incorporated by reference from the Partnership's 1995 Third Quarter Form
10-Q (as defined herein) and are the subject of an order granting
confidential treatment with respect thereto.
xx Certain portions of this exhibit have been omitted from the copies
incorporated by reference from the Partnership's 1995 Form 10-K (as
defined herein) and are the subject of an order granting confidential
treatment with respect thereto.
xxx Certain portions of this exhibit have been omitted from the copies filed
as part of Amendment No. 2 to this Registration Statement on Form S-1 and
are the subject of an order granting confidential treatment with respect
thereto.
@@ Filed on May 2, 1997 as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended February 1, 1997 and incorporated by
reference herein.
II-6
</TABLE>
<PAGE>
(b) FINANCIAL STATEMENT SCHEDULES
The following schedule is filed as part of this Registration Statement:
Schedule II--Chadwick's Inc.--Valuation and Qualifying Accounts.
All other schedules are omitted since the required information is not
present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements and
notes thereto.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 to 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 the 21st day of May 1997.
BRYLANE INC.
By: /s/ Robert A. Pulciani
___________________________________
Robert A. Pulciani
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to 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>
* President, Chief Executive May 21, 1997
____________________________________ Officer and Director
Peter J. Canzone (Principal Executive
Officer)
/s/ Robert A. Pulciani Executive Vice President, May 21, 1997
____________________________________ Chief Financial Officer,
Robert A. Pulciani Secretary and Treasurer
(Principal Financial and
Accounting Officer)
* Director May 21, 1997
____________________________________
Ronald P. Spogli
* Director May 21, 1997
____________________________________
John M. Roth
* Director May 21, 1997
____________________________________
Mark J. Doran
* Director May 21, 1997
____________________________________
Samuel P. Fried
* Director May 21, 1997
____________________________________
William K. Gerber
* Director May 21, 1997
____________________________________
William C. Johnson
</TABLE>
*By: /s/ Robert A. Pulciani
______________________________
Robert A. Pulciani
Attorney-in-Fact
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1##### Form of Underwriting Agreement.
2.1#### First Amended and Restated Incorporation and Exchange Agreement
dated as of December 9, 1996 by and among FSEP II, FSEP III, FSEP
International, Lane Bryant Direct, The Limited, WearGuard, Leeway
& Co., NYNEX, Chadwick's, Inc. ("Chadwick's") and the Company.
3.1+ Certificate of Limited Partnership of the Partnership.
3.2+ Agreement of Limited Partnership of the Partnership (the
"Partnership Agreement") dated as of August 30, 1993 (with forms
of Registration Rights Agreement (Newco) and Stockholders
Agreement (Newco) attached as exhibits thereto).
3.3+ Certificate of Incorporation of Brylane Capital Corp. ("Brylane
Capital").
3.4+ Bylaws of Brylane Capital.
3.5+++ Amendment No. 1 to Partnership Agreement dated as of November 22,
1993.
3.6* Amendment No. 2 to Partnership Agreement dated as of January 28,
1994.
3.7** Amendment No. 3 to Partnership Agreement dated as of March 16,
1994.
3.8### Amendment No. 4 to Partnership Agreement dated October 14, 1994.
3.9## Amendment No. 5 to Partnership Agreement dated September 22,
1995.
3.10## Amendment No. 6 to Partnership Agreement dated October 16, 1995.
3.11#### Amendment No. 7 to Partnership Agreement dated October 14, 1996.
3.12#### Amendment No. 8 to the Partnership Agreement dated December 5,
1996.
3.13@@ Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of February 26, 1997.
3.14*** Certificate of Incorporation of the Company.
3.15*** Bylaws of the Company.
3.16#### Certificate of Amendment of Certificate of Incorporation of VP
Holding, as filed with the Office of the Secretary of State of
Delaware on December 5, 1996.
3.17#### Certificate of Designation of the Series A Convertible Redeemable
Preferred Stock of VP Holding as filed with the Office of the
Secretary of State of Delaware on December 6, 1996.
3.18###### Form of Certificate of Designation of the Series A Convertible
Redeemable Preferred Stock of the Company filed with the Office
of the Secretary of State of Delaware on February 14, 1997.
4.1+ Purchase Agreement dated August 20, 1993 among the Partnership,
Brylane Capital, VGP Corporation and each of the Initial
Purchasers named therein.
4.2+ Registration Rights Agreement made and entered into the 30th day
of August, 1993 among the Partnership, Brylane Capital and the
Initial Purchasers.
4.3+ Indenture dated as of August 30, 1993 among the Partnership and
Brylane Capital, as Issuers, B.L. Management, B.L. Distribution,
B.L. Management Partnership and B.L. Distribution Partnership, as
Guarantors, and United States Trust Company of New York, as
Trustee (the "Indenture").
4.4+ Form of Old Note (included at page 37 of the Indenture).
4.5+ Form of New Note (included at page 42 of the Indenture, as
amended at page 2 of the First Supplemental Indenture).
4.6+ Form of Guarantee by B.L. Management, B.L. Distribution, B.L.
Management Partnership and B.L. Distribution Partnership
(included at page 57 and in Article Fourteen of the Indenture).
4.7+ Form of Intercompany Note (included as Exhibit A to the
Indenture).
4.8+++ First Supplemental Indenture dated as of November 22, 1993 by and
among the Partnership and Brylane Capital, as Issuers, and United
States Trust Company of New York, as Trustee (the "First
Supplemental Indenture").
4.9* Second Supplemental Indenture dated as of January 28, 1994 among
the Partnership, Brylane Capital, B.N.Y. Service Corp. and United
States Trust Company of New York, as Trustee.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.10@@ Registration Rights Agreement dated as of February 26, 1997 by and
among the Company, FSEP II, FSEP III, FSEP International, M&P
Distributing Co., The Limited, WearGuard, TJX, Leeway & Co. and
NYNEX.
4.11@@ Stockholders Agreement dated as of February 26, 1997 by and among
the Company, FSEP II, FSEP III, FSEP International, M&P
Distributing Co., The Limited, WearGuard, TJX, Leeway & Co. and
NYNEX.
4.12## Third Supplemental Indenture dated as of October 16, 1995 by and
among the Partnership, Brylane Capital, KingSize Catalog Sales,
L.P., K.S. Management, KingSize Catalog Sales, Inc. and United
States Trust Company of New York, as Trustee.
4.13#### Fourth Supplemental Indenture dated as of December 9, 1996 by and
among the Partnership, Brylane Capital Corp., C.O.B. Management
Services, Inc., Chadwick's Tradename Sub, Inc. and United States
Trust Company of New York, as Trustee.
5.1##### Opinion of Riordan & McKinzie, a Professional Law Corporation.
10.1+ Transaction Agreement dated as of July 13, 1993 among VGP
Corporation, VLP Corporation and the Transferors referred to
therein (the "Transaction Agreement").
10.2+ Amendment No. 1 to Transaction Agreement dated as of August 30,
1993.
10.3+ Addendum to Transaction Agreement dated August 30, 1993 executed by
the Partnership.
10.4+ Credit Card Processing Agreement (the "Credit Card Agreement") made
as of the 30th day of August, 1993 between World Financial Network
National Bank ("World Financial") and the Partnership.
10.5+ Trademark License Agreement (the "Trademark License Agreement" )
made as of the 20th day of August, 1993 among Lanco, Inc., Lernco,
Inc., Limited Stores, Inc., Lane Bryant, Inc. (collectively, the
"Licensors"), Lane Bryant Direct, Inc. and Lerner Direct, Inc.
(collectively, the "Licensees").
10.6#### Amendment No. 1 to Trademark License Agreement entered into as of
the 9th day of December, 1996 by and among Lanco, Inc., Lernco,
Inc., Limited Stores, Inc., Lane Bryant, Inc., Lane Bryant Direct
and the Partnership.
10.7+ Electronic Media Trademark License Agreement made as of the 20th
day of August, 1993 among the Licensors and the Licensees.
10.8+ Agreement to be Bound by the Trademark License Agreement and the
Electronic Media Trademark License Agreement executed by the
Partnership.
10.9+ Service Agreement made as of the 30th day of August, 1993 between
B.L. Management and the Partnership.
10.10+ Catalog Production Agreement made and entered into as of the 30th
day of August, 1993 between B.L. Distribution Partnership and B.L.
Management Partnership.
10.11+ Catalog Production, Distribution, License and Administrative
Services Agreement made and entered into as of the 30th day of
August, 1993 between the Partnership and B.L. Distribution
Partnership.
10.12#### Credit Agreement dated as of December 9, 1996 (the "Credit
Agreement") among the Partrnership, the Lenders listed on the
signature pages thereof, Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), as Administrative Agent, and Merrill Lynch
Capital Corporation ("Merrill Lynch"), as Documentation Agent.
10.13#### Security Agreement dated as of December 9, 1996 among the
Partnership, the Subsidiary Grantors (as defined therein), and
Morgan Guaranty, as Security Agent.
10.14#### Pledge Agreement dated as of December 9, 1996 among the
Partnership, the Subsidiary Pledgors (as defined therein), and
Morgan Guaranty, as Security Agent.
10.15#### Form of Tranche A Term Notes executed by the Partnership in favor
of each of the various Lenders which are signatories to the Credit
Agreement.
10.16#### Form of Tranche B Term Notes executed by the Partnership in favor
of each of the various Lenders which are signatories to the Credit
Agreement.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
10.17#### Guarantee Agreement dated as of December 9, 1996 among the
Guarantors (as defined therein), Morgan Guaranty, as administrative
agent, and the Issuing Banks (as defined in the Credit Agreement).
10.18#### Trademark Collateral Agreement dated as of December 9, 1996 among
Lanco, Inc., Lernco, Inc., Limited Stores, Inc., Lerner Stores,
Inc., Lane Bryant, Inc. and Morgan Guaranty, as Security Agent.
10.19+ 1993 Employee Stock Subscription Plan of VP Holding Corporation
("VP Holding") (the "Subscription Plan").
10.20+ Stock Subscription Agreement made and entered into as of August 30,
1993 by and between VP Holding and Peter Canzone (with Secured
Promissory Note and Stock Pledge Agreement attached as exhibits
thereto).
10.21+ Form of Stock Subscription Agreement made by and between VP Holding
and each of Sheila R. Garelik, Robert A. Pulciani, Jules Silbert,
Jessie Bourneuf, Loida Noriega-Wilson, Richard L. Bennett, William
G. Brosius and Bruce G. Clark who purchased common stock of
VP Holding under the Subscription Plan with cash and, in certain
cases, promissory note (with forms of Secured Promissory Note and
Stock Pledge Agreement attached as exhibits thereto).
10.22+ Form of Stock Subscription Agreement made by and between VP Holding
and each of Arlene Silverman, Kevin McGrain, Kevin Doyle and
certain other management investors who purchased common stock of
VP Holding under the Subscription Plan with cash and, in certain
cases, promissory note (with forms of Secured Promissory Note and
Stock Pledge Agreement attached as exhibits thereto).
10.23+ 1993 Performance Partnership Unit Option Plan of the Partnership
(the "1993 Option Plan").
10.24+ Form of Performance Partnership Unit Option Agreement by and
between the Partnership and each of Peter J. Canzone, Sheila R.
Garelik, Robert A. Pulciani, Jules Silbert, Jessie Bourneuf, Loida
Noriega-Wilson, Richard L. Bennett, William G. Brosius and Bruce G.
Clark under the 1993 Option Plan.
10.25+ Form of Performance Partnership Unit Option Agreement by and
between the Partnership and each of Arlene Silverman, Kevin
McGrain, Kevin Doyle and certain other participants under the 1993
Option Plan.
10.26# 1995 Partnership Unit Option Plan of the Partnership (the "1995
Option Plan").
10.27# Form of Partnership Unit Option Agreement entered into by and
between the Partnership and each of Peter J. Canzone, William C.
Johnson, Sheila R. Garelik, Robert A. Pulciani, Jules Silbert,
Jessie Bourneuf, Loida Noriega-Wilson, Arlene Silverman, Richard L.
Bennett, William G. Brosius and Bruce G. Clark under the 1995
Option Plan.
10.28# Form of Partnership Unit Option Agreement entered into by and
between the Partnership and each of Kevin McGrain, Kevin Doyle and
certain other participants under the 1995 Option Plan.
10.29+ Form of Indemnity Agreement made by and between the Partnership and
each of the members of the Board of Representatives of the
Partnership.
10.30+ Indemnity Agreement dated as of September, 1993 made by and between
B.L. Management and Robert A. Pulciani.
10.31+ Indemnity Agreement dated as of September, 1993 made by and between
B.L. Distribution and Robert A. Pulciani.
10.32### Amendment No. 1 to Credit Card Agreement dated as of July 1, 1995
xx between World Financial and the Partnership.
10.33*** Amendment No. 1 to the Subscription Plan dated February 18, 1994.
10.34*** Addendum dated February 18, 1994 to Stock Subscription Agreement
between VP Holding and Jules Silbert.
10.35*** Stock Subscription Agreement made and entered into as of May 27,
1994 by and between VP Holding and William C. Johnson.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.36*** Performance Partnership Unit Option Agreement entered into as of
May 27, 1994 by and between the Partnership and William C. Johnson.
10.37#### Brylane Inc. 1996 Senior Management Stock Subscription Plan (the
"Senior Management Plan").
10.38#### Form of Stock Subscription Agreement entered into by and between
the Company and nine management investors who were issued Common
Stock of the Company under the Senior Management Plan.
10.39#### Form of Stock Subscription Agreement entered into by and between
the Company and William C. Johnson under the Senior Management
Plan.
10.40#### Brylane Inc. 1996 Stock Subscription Plan (the "Brylane
Subscription Plan").
10.41#### Form of Stock Subscription Agreement entered into by and between
the Company and certain management employees who were issued Common
Stock of the Company under the Brylane Subscription Plan.
10.42#### Brylane Inc. 1996 Performance Stock Option Plan (the "Brylane 1996
Performance Option Plan").
10.43#### Form of Stock Option Agreement entered into by and between the
Company and certain participants under the Brylane 1996 Performance
Option Plan.
10.44#### Form of Stock Option Agreement entered into by and between the
Company and William C. Johnson under the Brylane 1996 Performance
Option Plan.
10.45#### Brylane Inc. 1996 Stock Option Plan (the "Brylane 1996 Option
Plan").
10.46#### Form of Stock Option Agreement entered into by and between the
Company and certain participants under the Brylane 1996 Option
Plan.
10.47# License Agreement effective as of March 1, 1994 by and between the
x Partnership and Sears Shop At Home Services, Inc. ("Sears") (with
Exhibits E and F attached thereto).
10.48**** Loan Agreement made as of August 30, 1993 by and between FSEP II,
VP Holding and VGP.
10.49**** No Interest Demand Promissory Note made by FSEP II in favor of VP
Holding.
10.50**** Loan Agreement made as of August 30, 1993 by and between FSEP III,
VP Holding and VGP.
10.51**** No Interest Demand Promissory Note made by FSEP III in favor of VP
Holding.
10.52# License Agreement effective as of August 1, 1994 by and between
x WearGuard Corporation ("WearGuard") and Sears (with Exhibits E and
F attached thereto).
10.53# First Amendment to License Agreement effective as of August 1, 1995
by and between Sears and WearGuard.
10.54# Consent to Assignment dated October 10, 1995 between and among
Sears, WearGuard and KingSize Catalog Sales, L.P. ("KingSize
Partnership").
10.55## Asset Purchase Agreement dated September 22, 1995 by and among the
Partnership, WearGuard and ARAMARK Corporation ("ARAMARK"), as
guarantor.
10.56## Letter Amendment to the Purchase Agreement dated September 22, 1995
by and between the Partnership and WearGuard.
10.57## Letter Amendment to the Purchase Agreement dated October 16, 1995
by and between the Partnership and WearGuard.
10.58## Assignment of Purchase Agreement dated October 16, 1995 by and
among the Partnership, KingSize Partnership and K.S. Management.
10.59## Transition Services Agreement dated as of October 16, 1995 by and
among the Partnership, KingSize Partnership, ARAMARK and WearGuard.
10.60## Noncompetition Agreement dated as of October 16, 1995 by and among
the Partnership, KingSize Partnership, ARAMARK and WearGuard.
10.61#### Form of Employment Agreement dated as of May 1, 1996 between B.L.
Management and each of Peter J. Canzone, Robert A. Pulciani, Jules
Silbert, Loida Noriega-Wilson and Kevin McGrain.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.62#### Form of Employment Agreement dated as of May 1, 1996 between B.L.
Management and each of Sheila R. Garelik and Arlene Silverman.
10.63#### Form of Employment Agreement dated as of May 1, 1996 between the
Partnership and each of Richard L. Bennett, Bruce G. Clark and
William G. Brosius.
10.64#### Amendment No. 1 to Employment Agreement dated as of July 15, 1996
between B.L. Management and Sheila R. Garelik.
10.65#### License Amendment made as of July 23, 1996 between the Partnership
xxx and Sears.
10.66#### Asset Purchase Agreement dated as of October 18, 1996 by and among
TJX, Chadwick's and the Partnership.
10.67#### Amendment Number One to the Asset Purchase Agreement made as of
the 9th day of December, 1996 among TJX, Chadwick's and the
Partnership.
10.68#### Asset Purchase Agreement dated as of October 18, 1996 by and among
CDM Corp. and the Partnership.
10.69#### Services Agreement dated as of December 9, 1996 between TJX and
the Partnership.
10.70#### Inventory Purchase Agreement effective as of December 9, 1996 by
xxx and between the Partnership and TJX.
10.71#### Employment Agreement dated as of December 9, 1996 between the
Partnership and Dhananjaya K. Rao.
10.72#### Employment Agreement dated as of December 9, 1996 between the
Partnership and Carol Meyrowitz.
10.73#### VP Holding Stock Subscription Agreement for Preferred Stock made
as of December 9, 1996 by and between VP Holding and Dhananjaya K.
Rao.
10.74#### VP Holding Stock Subscription Agreement for Preferred Stock made
as of December 9, 1996 by and between VP Holding and Carol
Meyrowitz.
10.75#### Form of Brylane Inc. Stock Subscription Agreement for Preferred
Stock made as of December 9, 1996 by and between Brylane, Inc. and
each of Dhananjaya K. Rao and Carol Meyrowitz.
10.76#### Brylane, L.P. Convertible Subordinated Note Due 2006 dated
December 9, 1996 made by the Partnership in favor of Chadwick's
(with Brylane Inc. and Brylane, L.P. Convertible Subordinated Note
Due 2006 made by the Company and the Partnership in favor of
Chadwick's filed as an exhibit thereto).
10.77#### Unit Subscription Agreement entered into as of December 5, 1996 by
and among the Partnership, VP Holding, FSEP II, FSEP III, FSEP
International, VGP Corporation, VLP Corporation, WearGuard,
Leeway, and NYNEX.
10.78#### Form of Amendment to Performance Partnership Unit Option Agreement
under the 1993 Option Plan.
10.79#### Accounts Receivable Purchase Agreement dated as of December 9,
1996 between the Partnership and Alliance Data Systems
Corporation.
10.80##### Amendment to Services Agreement dated as of December 9, 1996
between TJX and the Partnership.
11.1##### Brylane, L.P.--Computation of Net Income Per Common Share.
21.1#### Subsidiaries of Brylane.
23.1##### Consent of Riordan & McKinzie (contained in Exhibit 5.1).
23.2###### Consent of Coopers & Lybrand L.L.P. regarding Brylane, L.P.
23.3###### Consent of Coopers & Lybrand L.L.P. regarding Chadwick's, Inc.
23.4###### Consent of Coopers & Lybrand L.L.P. regarding KingSize Division.
24.1*** Powers of Attorney.
24.2#### Powers of Attorney.
27.1#### Financial Data Schedule.
</TABLE>
<PAGE>
- --------
+ Filed as an exhibit to the Partnership's Registration Statement on Form
S-4 (Registration No. 33-69532) on September 29, 1993 and incorporated
by reference herein.
++ Filed as an exhibit to Amendment No. 1 to the Partnership's Registration
Statement on Form S-4 (Registration No. 33-69532) on November 9, 1993
and incorporated by reference herein.
+++ Filed as an exhibit to Amendment No. 2 to the Partnership's Registration
Statement on Form S-4 (Registration No. 33-69532) on November 23, 1993
and incorporated by reference herein.
* Filed on April 25, 1994 as an exhibit to the Partnership's Annual Report
on Form 10-K for the fiscal year ended January 29, 1994 and incorporated
by reference herein.
** Filed on June 8, 1994 as an exhibit to the Partnership's Quarterly
Report on Form 10-Q for the quarterly period ended April 30, 1994 and
incorporated by reference herein.
*** Filed as an exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-86154) on November 9, 1994 and incorporated by
reference herein.
**** Filed as an exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on January 11, 1995
and incorporated by reference herein.
# Filed on December 12, 1995 as an exhibit to the Partnership's Quarterly
Report on Form 10-Q for the quarterly period ended October 28, 1995
("1995 Third Quarter Form 10-Q") and incorporated by reference herein.
## Filed on December 30, 1995 as an exhibit to the Partnership's Amendment
of Current Report on Form 8-K/A (File No. 33-69532) and incorporated by
reference herein.
### Filed on May 3, 1996 as an exhibit to the Partnership's Annual Report on
Form 10-K for the fiscal year ended February 3, 1996 ("1995 Form 10-K")
and incorporated by reference herein.
#### Filed as an exhibit to Amendment No. 2 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on December 23, 1996
and incorporated by reference herein.
##### Filed as an exhibit to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on January 29, 1997
and incorporated by reference herein.
###### Filed as an exhibit to Amendment No. 4 to the Company's Registration
Statement on Form S-1 (Registration No. 33-86154) on February 19, 1997
and incorporated by reference herein.
x Certain portions of this exhibit have been omitted from the copies
incorporated by reference from the Partnership's 1995 Third Quarter Form
10-Q (as defined herein) and are the subject of an order granting
confidential treatment with respect thereto.
xx Certain portions of this exhibit have been omitted from the copies
incorporated by reference from the Partnership's 1995 Form 10-K (as
defined herein) and are the subject of an order granting confidential
treatment with respect thereto.
xxx Certain portions of this exhibit have been omitted from the copies filed
as part of Amendment No. 2 to this Registration Statement on Form S-1
and are the subject of an order granting confidential treatment with
respect thereto.
++ Filed on May 2, 1997 as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended February 1, 1997 and incorporated by
reference herein.
