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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 10, 1999
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Brylane Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12703 13-3794198
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
463 Seventh Avenue, 21st Floor, New York, New York 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 613-9500
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Page 1 of 4 Pages
Exhibit index begins at page 4
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Item 1(b). Changes in Control of Registrant.
Attached as Exhibit 20.1 is the press release issued by Brylane Inc. and
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Pinault-Printemps-Redoute S.A. dated March 10, 1999, which is hereby
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
20.1 Press release, dated March 10, 1999.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRYLANE INC.
Dated: March 23, 1999 By: /s/ Robert A. Pulciani
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Robert A. Pulciani
Executive Vice President,
Chief Financial Officer, Secretary
and Treasurer
(On behalf of the Registrant and as the
principal financial and accounting officer
of the Registrant)
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EXHIBIT INDEX
Exhibit
Number Description
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20.1 Press release, dated March 10, 1999.
4
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EXHIBIT 20.1
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Pinault-Printemps-Redoute S.A. and Brylane Inc. Sign Merger Ageement
PPR to Proceed with $24.50 Tender Offer
New York, New York and Paris, France, March 10, 1999 -- Brylane Inc.
(NYSE:BYL) and Pinault-Printemps-Redoute S.A. ("PPR") (PRTP:PA), a Paris based
specialty retailer, announced today that they had entered into a merger
agreement, allowing the two retailers to join forces to compete on a global
basis in the rapidly changing mail order environment.
Under the terms of the merger agreement, PPR will launch a tender
offer to purchase all of the outstanding shares of Brylane not owned by PPR at a
price of $24.50 per share in cash, which represents an increase from PPR's
initial proposal of $20.00 per share. Subject to the terms and conditions of
the merger agreement, all shares of Brylane not tendered by stockholders of
Brylane in the tender offer will be converted into the right to receive $24.50
per share in cash, subject under certain conditions to stockholders' appraisal
rights under Delaware law. PPR currently owns approximately 49.9% of the
outstanding shares of Brylane.
The merger agreement was recommended by a special committee of the
Brylane Board of Directors, based on, among other things, the opinion of Bear
Stearns & Co. Inc., financial advisor to the special committee, and was approved
by the Brylane Board. The announcement was made jointly by Peter J. Canzone,
Brylane's Chairman, Serge Weinberg, PPR's Chief Executive Officer, and Hartmut
Kramer, President of RedCats, PPR's mail order catalog company. PPR's financial
advisor was J.P. Morgan & Co.
Brylane and PPR said that the tender offer would be commenced next
week.
Brylane and PPR also announced that they, together with other
defendants, have entered into a Memorandum of Understanding with representatives
of the class counsel regarding the proposed settlement of various purported
class action lawsuits that had been filed relating to the transaction. The
settlement is subject to, among other things, completion of definitive
documentation and other required procedures for court approval.
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 Size, servicing 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.
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 RedCats, 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.
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Information Concerning Forward-Looking Statements: This press release
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contains forward-looking statements as defined by the federal securities laws
and 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.
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