Byline: Katherine Weisman

PARIS--Bidermann Industries, the U.S. arm of Bidermann International, will no longer be a part of the giant French group, according to the terms of the deal signed between Maurice Bidermann, chairman of Bidermann SA, the overall holding company, and Alain Némarcq and Léo Gros, the business duo acquiring Bidermann's European businesses.
"Our deal is conditioned on the selling off of Bidermann Industries," said Jacques Anjubault, the lawyer representing Némarcq and Gros.
He said the future of Bidermann Industries will be decided by Maurice Bidermann and executives of the American company, adding, "We don't want to have anything to do with that."
In New York, Michel Zelnik, chairman of Bidermann Industries, said, "From a legal standpoint it is up to the holding company to decide how the breakup will be accomplished."
He said he will "do whatever the board of directors tells me to." Zelnik denied reports circulating in the New York market that he was heading a group that would seek to buy the U.S. operations. It is estimated that the debt of Bidermann Industries is about $172 million, related mainly to the 1990 acquisition of Cluett, Peabody, which included The Arrow Co. and Gold Toe hosiery.
The U.S. company, which holds the license for Ralph Lauren Womenswear, also includes the Bidermann Tailored Clothing division, which produces the YSL label and the recently introduced Arrow Sport Club clothing line. Overall volume in the U.S. is estimated to be $600 million a year with about one third coming from the Bidermann Shirt Co. and another third from Ralph Lauren Womenswear.
A spokeswoman for Polo Ralph Lauren Corp., the designer's own company, said, "Because the details of the deal are unclear, we have no comment at this time."
Bidermann's French creditors--mainly the Banque Nationale de Paris and the troubled Credit Lyonnais banks--have agreed to the Némarcq and Gros takeover plan and are expected to formally sign the agreement in the next few days.
The terms of the transaction stipulate that Némarcq and Gros will jointly hold 55 percent of holding company Bidermann SA in exchange for $28.3 million (150 million francs) at current exchange rates, which will serve as a capital increase. Maurice Bidermann will have his 87 percent stake reduced to roughly 20 percent and will not be compensated, according to Anjubault.
The deadline for the company's change of hands is set for the end of this year, Anjubault said.
Gros, 73, will become president of Bidermann SA, while Némarcq will become managing director. Némarcq will continue to be president of the Tehen knitwear concern here. Maurice Bidermann will act as an advisor to Gros.
Némarcq and Gros plan to keep all of Bidermann's European businesses, which include Bidermann Uniformes, the Armand Thierry men's wear retail chain and the men's wear licenses for Kenzo, Yves Saint Laurent and Courreges. No layoffs are foreseen, according to Anjubault.
Bidermann creditors will get a 25 percent stake in the company in exchange for a reduction in debt, which now totals roughly $150 million (800 million francs) for the European businesses.
Anjubault said the amount of the debt reduction had not been determined. Meanwhile, petrochemical giant Elf Acquitaine, which now holds 13 percent of Bidermann S.A., is expected to sell off its stake, a divestment that has been a recent goal of Elf chairman Philippe Jaffre. Elf also owns a 5.9 percent stake in Bidermann Industries. Spokesmen for Elf were not available for comment.

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