Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4 Tender-Offer Statement -- Issuer Tender Offer 5 25K
2: EX-99.A(1) Form of Offer to Purchase Dated 5/4/1999 29 154K
11: EX-99.A(10) Form of Notice to Holders of Vested Stock Options 2 12K
12: EX-99.A(11) Form of Summary Advertisement Dated 5/4/1999 3 18K
13: EX-99.A(12) Press Release Dated 5/3/1999 4 20K
14: EX-99.A(13) Associate Questions and Answers 3 16K
3: EX-99.A(2) Form of Letter of Transmittal Dated 5/4/1999 13 66K
4: EX-99.A(3) Form of Notice of Guaranteed Delivery 4 19K
5: EX-99.A(4) Broker, Dealer Letter 2 14K
6: EX-99.A(5) Client Letter 5 22K
7: EX-99.A(6) Form of Letter to Stockholders Dated 5/4/1999 1 9K
8: EX-99.A(7) Letter From Savings and Retirement Plan 12 50K
9: EX-99.A(8) Letter From Savings and Retirement, as Amended 2± 10K
10: EX-99.A(9) Form of Letter From Merrill Lynch, Pierce, Fenner 3 16K
15: EX-99.C(1) Agreement Dated as of 5/3/1999 5 22K
SC 13E4 — Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
THE LIMITED, INC.
(Name of issuer and person filing statement)
Common Stock, $.50 par value
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(Title of class of securities)
53271610
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(CUSIP number of class of securities)
SAMUEL P. FRIED
Senior Vice President and
General Counsel
THE LIMITED, INC.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43230
Telephone: (614) 415-7000
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(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)
Copies to:
DENNIS S. HERSCH
DAVID L. CAPLAN
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
May 4, 1999
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(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
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[Download Table]
Transaction Valuation* Amount of Filing Fee
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$825,000,000 $165,000
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* Determined pursuant to Rule 0-11(b)(1). Assumes purchase of 15,000,000
shares at $55.00 per share.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
[Download Table]
Amount Previously Paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
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Item 1. Security and Issuer.
(a) The name of the issuer is The Limited, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at Three Limited
Parkway, Columbus, Ohio 43230 (telephone number (614) 415-7000).
(b) This schedule relates to the offer by the Company to purchase up to
15,000,000 outstanding shares of the common stock, $.50 par value per share,
of the Company (such shares, together with all other issued and outstanding
shares of common stock of the Company, are herein referred to as the
"Shares"), at a price specified by its stockholders, not greater than $55.00
nor less than $50.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase"), and related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The
information contained in the Introduction to, and in Sections 1, 8, 9 and 11
of, the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Introduction to and in Section 7 of the
Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
(a)-(j) The information set forth in the Introduction to and in the section
entitled "Background and Purpose of the Offer" and in Section 10 of the Offer
to Purchase is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
The information set forth in Section 11 of the Offer to Purchase, and the
information set forth in Schedule A thereto, is incorporated herein by
reference.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
The information set forth in the section entitled "Background and Purpose of
the Offer" and Section 11 of the Offer to Purchase is incorporated herein by
reference.
Item 6. Persons Retained, Employed or to be Compensated.
The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
Item 7. Financial Information.
(a) The financial information set forth in Section 10 of the Offer to
Purchase is incorporated herein by reference.
(b) The pro forma data set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
2
Item 8. Additional Information.
(a) Not applicable.
(b) The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Offer to Purchase dated May 4, 1999.
(a)(2) Form of Letter of Transmittal dated May 4, 1999, together with
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of letter from Lazard Freres & Co. llc and J.P. Morgan
Securities Inc. to brokers, dealers, commercial banks, trust companies and
other nominees dated May 4, 1999.
(a)(5) Form of letter from brokers, dealers, commercial banks and trust
companies to their clients dated May 4, 1999.
(a)(6) Form of letter to stockholders from the Company, dated May 4, 1999.
(a)(7) Form of letter from Savings and Retirement Plan Administrative
Committee, including Letter and Form of Notice of Instructions to all
participants in the Company's Savings and Retirement Plan.
(a)(8) Form of letter from Savings and Retirement Plan Administrative
Committee to all participants in the Company's Savings and Retirement Plan who
are subject to Section 16 of the Securities Exchange Act of 1934, as amended.
(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith
Incorporated to all participants in the Company's Stock Purchase Plan.
(a)(10) Form of Notice to holders of vested stock options.
(a)(11) Form of Summary Advertisement dated May 4, 1999.
(a)(12) Press Release dated May 3, 1999.
(a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and
Answers
(b) Not applicable.
(c) Agreement dated as of May 3, 1999 among The Limited, Inc., Leslie H.
Wexner and the Wexner Children's Trust.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
THE LIMITED, INC.
/s/ Kenneth B. Gilman
By: ________________________________
Kenneth B. Gilman
Vice Chairman and
Chief Administrative Officer
Dated: May 4, 1999
4
EXHIBIT INDEX
[Download Table]
Exhibit
Number Description Page
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(a)(1) Form of Offer to Purchase dated May 4, 1999.
(a)(2) Form of Letter of Transmittal dated May 4, 1999, together with
Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of letter from Lazard Freres & Co. llc and J.P. Morgan
Securities Inc. to brokers, dealers, commercial banks, trust
companies and other nominees dated May 4, 1999.
(a)(5) Form of letter from brokers, dealers, commercial banks and
trust companies to their clients dated May 4, 1999.
(a)(6) Form of letter to stockholders from the Company, dated May 4,
1999.
(a)(7) Form of letter from Savings and Retirement Plan Administrative
Committee, including Letter and Form of Notice of Instructions
to all participants in the Company's Savings and Retirement
Plan.
(a)(8) Form of letter from Savings and Retirement Plan Administrative
Committee to all participants in the Company's Savings and
Retirement Plan who are subject to Section 16 of the Securities
Exchange Act of 1934, as amended.
(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith to
all participants in the Company's Stock Purchase Plan.
(a)(10) Form of Notice to holders of vested stock options.
(a)(11) Form of Summary Advertisement dated May 4, 1999.
(a)(12) Press Release dated May 3, 1999.
(a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and
Answers
(c)(1) Agreement dated as of May 3, 1999 among The Limited, Inc.,
Leslie H. Wexner and the Wexner Children's Trust.
5
Dates Referenced Herein and Documents Incorporated by Reference
1 Subsequent Filing that References this Filing
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