Brylane, Inc.
Ticker:BYL 463 Seventh Avenue, 21st Floor
Exchange:New York Stock Exchange New York, NY 10018
Industry:Retail (SIC Code 5961) (212) 613-9500

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:4,000,000 Offer Date:2/20/97
Non-U.S. Shares:0 Filing Range:$24.00 - $26.00
Primary Shares:4,000,000 Offer Price:$24.00
Secondary Shares:0 Gross Spread:$1.68
Offering Amount: $100,000,000 Selling:$1.00
Expenses:$1,250,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
J.P. Morgan Securities Inc.Co-manager (212) 648-0517
Lazard Freres & Co.Co-manager (212) 632-6717

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Riordan & McKinzie
Bank's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
8 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
2/3/96 11/2/96 10/28/95 11/2/96
Revenue:$601.05$467.01$435.20Assets:$348.34
Net Income:$17.60$14.76$11.79Curr Assets:
EPS:Liabilities:$304.13
Prior EPS:$24.36$25.20Curr Liabilities:
Cash Flow/Oper:$33.56Equity:$44.21
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is the nation's leading specialty catalog retailer of value priced apparel. The company has established a focused portfolio of profitable catalogs that target consumers of both special and regular size apparel. Through its nationally recognized Lane Bryant and Roaman's catalogs, Brylane is the leading catalog retailer of women's special size apparel and, through its KingSize catalog, is a leading catalog retailer of men's special size apparel. Chadwick's of Boston, which the company acquired in December 1996, is the nation's largest off-price women's apparel catalog retailer, and offers a broad selection of high quality apparel at prices typically 25% to 50% below the regular prices of department and specialty retail stores. Brylane's Lerner catalog has a strong and growing presence in the regular size apparel market. In addition, the company is currently developing several new catalog concepts. For example, Brylane launched the Sue Brett catalog to serve the regular size mature women's apparel market, and Chadwick's successfully tested its Bridgewater catalog, which offers a broad assortment of regular size women's and men's classic apparel. Additionally, Brylane has expanded its customer base by marketing 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.

Competition
The retail apparel business is highly competitive. Lane Bryant, Roaman's and Woman's View compete in the sale of special size women's apparel primarily with other mail order companies, department stores and specialty retailers, including the Lane Bryant retail stores operated by The limited, Catherines Stores and United Retail Group. Brylane's principal competitors in the mail order retailing of special size women's apparel include J.C. Penney, Arizona Mail Order, Hanover Direct and Spiegel.

Business Plan
The company has successfully developed and executed its business strategy, which has placed the company in a favorable position for future growth. The fundamentals of this strategy include the following: 1) operate a portfolio of market leading catalogs; 2) offer an extensive selection of quality, value-priced apparel; 3) maintain strong sourcing capabilities and disciplined inventory control; 4) maintain highly efficient telemarketing, fulfillment and distribution operations; 5) emphasize superior customer service.

Use of Proceeds
The proceeds from the proposed offering will be used to prepay borrowings and accrued interest outstanding under the Term Loans of the Bank Credit Facility, to prepay indebtedness outstanding under the Terms Loans.

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