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EXHIBIT (a)(3)
BRYLANE INC.
000 0XX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
March 16, 1999
Dear Stockholder:
On behalf of the Board of Directors of Brylane Inc. (the "Company"), I am
pleased to inform you that the Company entered into an Agreement and Plan of
Merger, dated as of March 10, 1999 (the "Merger Agreement"), with
Pinault-Printemps-Redoute S.A. ("Parent") and Buttons Acquisition Corporation, a
wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has
commenced a cash tender offer (the "Offer") to purchase all of the outstanding
shares of common stock, par value $.01 per share, of the Company (the "Shares"),
not already owned by Purchaser or Parent, or either of their respective
wholly-owned subsidiaries, at a price of $24.50 per Share, net to the seller in
cash. Purchaser and Parent currently own approximately 49.9% of the Shares.
In accordance with the terms and conditions contained in the Merger
Agreement, following the successful completion of the Offer, Purchaser will be
merged with and into the Company (the "Merger"), with the Company as the
surviving corporation. At the effective time of the Merger, each remaining
issued and outstanding Share (other than Shares held directly or indirectly by
PPR or held in the treasury of the Company, all of which will be canceled, and
other than Shares held by shareholders who perfect appraisal rights under
Delaware law) will be converted into the right to receive $24.50 in cash.
The Board of Directors of the Company, by unanimous vote of all directors
present and voting, based upon, among other things, the unanimous recommendation
and approval of a special committee of the Board of Directors consisting of
three independent directors of the Company (the "Special Committee"), has
determined that each of the Offer and the Merger is fair to, and in the best
interests of, the Company's shareholders (other than Parent and Purchaser). The
Board of Directors has also approved, by unanimous votes of all directors
present and voting, the Offer, the Merger and the Merger Agreement and
recommends that shareholders accept the Offer and tender their Shares to
Purchaser pursuant to the Offer.
In arriving at their decisions, the Special Committee and the Board of
Directors gave careful consideration to a number of factors described in the
enclosed Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") which is being filed today with the Securities and Exchange Commission.
Among other things, the Special Committee considered the opinion of Bear Xxxxxxx
& Co. Inc., financial advisor to the Special Committee, dated March 9, 1999,
that, subject to the various assumptions and limitations set forth in the
opinion, as of the date of the opinion, the $24.50 per Share in cash to be
received by the shareholders of the Company (other than the Company, Parent or
any of their respective subsidiaries, including Purchaser) in the Offer and the
Merger pursuant to the Merger Agreement is fair to such shareholders from a
financial point of view. A copy of the written opinion of Bear Xxxxxxx & Co.
Inc., dated March 9, 1999, is included as an annex to this Schedule 14D-9. The
enclosed Schedule 14D-9 describes the decisions of the Special Committee and the
Board of Directors and contains other important information relating to such
decisions.
Also accompanying this letter is Purchaser's Offer to Purchase, dated March
16, 1999, together with a letter of transmittal to be used for tendering your
Shares. These documents set forth the terms and conditions of the Offer and
provide instructions as to how to tender your Shares. We urge you to read the
enclosed materials carefully and consider all factors set forth therein before
making any decision with respect to the Offer.
On behalf of the Board of Directors, management and employees of the
Company, I thank you for your support.
Very truly yours,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
