Exhibit 5
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement") dated as of April 3, 1998
between Xxxx Atlantic Master Trust, a trust organized under the laws of New York
("Seller"), and Pinault Printempts-Redoute, S.A., a company organized under the
laws of France ("PPR").
A G R E E M E N T:
NOW, THEREFORE, in consideration of the mutual and dependent promises
set forth herein, the sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
ARTICLE I
THE TRANSACTIONS
1.1 Purchase and Sale. Upon the terms and subject to the conditions
set forth in this Agreement, at the Closing (as defined below) PPR shall
purchase from Seller, and Seller shall sell to PPR, the 257,376 shares (the
"Shares") of common stock (the "Common Stock"), par value $.01 per share of
Brylane, Inc., a Delaware corporation ("Brylane") owned by Seller. The purchase
price to be paid by PPR to Seller for the Shares to be sold and purchased
hereunder shall be $51.00 per share of Common Stock (the "Purchase Price"). The
Purchase Price and the number of Shares to be purchased and sold hereunder shall
be adjusted to give effect to any stock splits, stock dividends,
recapitalizations and similar transactions declared or occurring between the
date hereof and Closing.
1.2 Closing. At the closing (a) PPR will wire transfer in same day
funds to accounts set forth in writing by Seller the sum of $13,126,176 in
payment of the Purchase Price for the Shares to be purchased by PPR, and (b)
Seller shall deliver a certificate or certificates to PPR, representing the
Shares purchased thereby, duly endorsed for transfer in blank (the
"Certificates") with stock transfer stamps attached. The consummation of the
transactions contemplated by this Agreement (the "Closing") shall take pace at
10:00 a.m. New York time, at the offices of Wachtell, Lipton, Xxxxx & Xxxx on
the Closing Date (as defined in the Stock Purchase Agreement (the "MPD
Agreement"), dated as of February 21, 1998, by and between PPR and M&P
Distributing Co.). If the MPD Agreement is terminated or the Closing Date does
not occur prior to April 30, 1998, then this Agreement shall automatically
terminate.
1.3 Fees and Expenses. PPR and Seller shall each be responsible for
the fees and expenses incurred by it in connection with this Agreement and the
transactions contemplated hereby.
1.4 Assignment. PPR may assign its right to purchase the Shares to
any one or more direct or indirect majority-owned subsidiaries, or affiliates
controlled by PPR; provided
that no such assignment shall relieve PPR of its obligations hereunder to the
extent that the assignee fails to fulfill the same.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PPR
PPR represents and warrants to Seller as follows:
2.1 Authority. PPR has full corporate power and authority to execute
and deliver this Agreement, and to consummate the transactions contemplated on
its part hereby. The execution, delivery and performance by PPR of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of PPR. No other action on
the part of PPR is necessary to authorize the execution and delivery of this
Agreement by PPR or the performance by PPR of its obligations hereunder or
thereunder. This Agreement has been duly executed and delivered by PPR and
constitutes a legal, valid and binding agreement of PPR, enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting creditors' rights generally
and subject to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to PPR as follows:
3.1 Authority. Seller has full power and authority to execute and
deliver this Agreement, and to consummate the transactions contemplated on its
part hereby. The execution, delivery and performance by Seller of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of Seller. No other action on the
part of Seller is necessary to authorize the execution and delivery of this
Agreement by Seller or the performance by Seller of its obligations hereunder or
thereunder. This Agreement has been duly executed and delivered by Seller and
constitutes a legal, valid and binding agreement of Seller, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting creditors' rights generally
and subject to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
3.2 Title to Shares. Seller has good, valid and marketable title to
the Shares of Common Stock, free and clear of any Encumbrances (as defined
below). At the Closing, PPR will acquire all of Seller's right, title and
interest in and to, and will have good, valid and market-
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able title to the Shares of Common Stock from Seller, free and clear of any and
all security interests, liens, claims, pledges, encumbrances or other rights or
claims of any other person of any kind or any preemptive or similar rights
(collectively, "Encumbrances"). The Shares constitute all of the shares of
capital stock of Brylane or its subsidiaries owned or held by Seller (other than
any shares that may be owned by Seller and held in discretionary accounts
managed by unaffiliated money managers).
ARTICLE IV
MISCELLANEOUS
4.1 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been given or
made if in writing and delivered personally, sent by commercial carrier or
registered or certified mail (postage prepaid, return receipt requested) or
transmitted by facsimile (with receipt confirmed) to the parties at the
following addresses and numbers listed on Schedule 4.1 hereto or at such other
addresses as shall be furnished by the parties by like notice, and such notice
or communication shall be deemed to have been given or made as of the date
actually received.
4.2 Publicity. Except as required by law, so long as this Agreement
is in effect, PPR and Seller shall not, and shall cause their affiliates not to,
issue or cause the publication of any press release or other announcement with
respect to the transactions contemplated by this Agreement without the consent
of the other parties, which consent shall not be unreasonably withheld or
delayed.
4.3 Headings; Entire Agreement; Counterparts; Amendments; Third
Party Beneficiaries. The headings contained in this Agreement are inserted for
convenience only and do not constitute a part of this Agreement. This Agreement
(including any Schedules hereto) constitutes the entire agreement among the
parties and supersedes all other prior agreements and understandings, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof. This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement and each of which shall
be deemed an original. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto. This Agreement is not
intended to confer upon any other person other than the Parties hereto any
rights or remedies hereunder.
4.4 Survival. The representations and warranties contained herein
shall survive the Closing and shall continue in effect for two years.
4.5 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefits of the parties hereto and their
respective successors and permitted assigns. Subject to Section 1.4, neither
this Agreement nor any of the rights, interests
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or obligations shall be assigned by any of the parties hereto without the prior
written consent of the other parties.
4.6 Governing Law. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York, without reference to the
conflict of laws principles thereof.
4.7 Specific Performance. The parties hereto shall acknowledge that,
in view of the uniqueness of the parties hereto, the parties hereto would not
have an adequate remedy at law for money damages in the event that this
Agreement were not performed in accordance with its terms, and therefore agree
that the parties shall be entitled to specific enforcement of the terms hereof
in addition to any other remedy to which the parties hereto may be entitled at
law or in equity.
IN WITNESS WHEREOF, PPR and Seller have caused this Agreement to be
signed by a duly authorized officer as of the date first written above.
PINAULT PRINTEMPS-REDOUTE, S.A.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Chairman and Chief Executive Officer
XXXX ATLANTIC MASTER TRUST
By: Mellon Bank, N.A., solely in its capacity as
Trustee for Xxxx Atlantic Master Pension
Trust (as directed by the Xxxx Atlantic
Corporation), and not in its individual
capacity
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
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