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
EX-99.A(9) — Form of Letter From Merrill Lynch, Pierce, Fenner
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EXHIBIT (a)(9)
[LETTERHEAD OF MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.]
NOTICE TO PARTICIPANTS
IN THE STOCK PURCHASE PLAN
OF THE LIMITED, INC.
Offer to Purchase for Cash
by
THE LIMITED, INC.
Up to 15,000,000 Shares of its Common Stock
May 4, 1999
To Participants in the Stock Purchase Plan of The Limited, Inc.:
Dear Client:
Enclosed for your consideration is the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase") in connection with the offer (the "Offer") by The
Limited, Inc., a Delaware corporation (the "Company"), to purchase up to
15,000,000 outstanding shares of its common stock, $.50 par value per share
(such shares, together with all other 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.
The Company will determine a single per Share price (not greater than $55.00
nor less than $50,00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), after
taking into account the number of Shares so tendered and the prices specified
by tendering stockholders. The Company will select the lowest Purchase Price
that will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer.
Merrill Lynch is the holder of record of Shares held for your account in The
Limited, Inc. Stock Purchase Plan (the "Plan"). A tender of your Shares in
your Plan account can only be made by us as your agent, pursuant to your
instructions.
If you wish to participate in this tender offer, you must notify Merrill
Lynch by no later than 3:30 p.m. on Thursday, May 27, 1999. If you wish to
tender all or any number of your Shares, please instruct us by the deadline.
If you do not respond to this notice, no Shares will be tendered.
Cash received from any Shares tendered and accepted for payment by the
Company will be distributed to participants by check. Any Shares tendered but
not accepted by the Company will remain in your account.
Merrill Lynch customers who wish to tender their Shares must contact our
Customer Service Unit by 3:30 p.m. EST on Thursday, May 27, 1999. The phone
number to call is: 1-800-637-3766.
Our operators are available to take your call Monday through Friday between
the hours of 8:00 a.m. and 7:00 p.m. EST.
Please note the following:
1. You may tender Shares for cash at either the price specified by you (in
multiples of $0.125), not greater than $55.00 nor less than $50.00 per Share,
or the price determined by "Dutch auction" as indicated in Section 1 of the
Offer to Purchase.
2. The expiration date, the withdrawal deadline and the proration deadline
are on Tuesday, June 1, 1999, at 12:00 midnight, New York City time, unless
the Company extends the Offer.
3. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to the conditions as set forth in
Section 6 of the Offer to Purchase.
4. Any stock transfer taxes applicable to the sale of Shares to the Company
pursuant to the Offer will be paid by the Company.
5. Special Treatment for "Odd Lot" Holders: If you owned beneficially as of
the close of business on May 3, 1999, an aggregate of fewer than 100 Shares
and you instruct us to tender on your behalf all such Shares prior to the
expiration of the Offer, all such Shares will be accepted for purchase before
proration, if any, of the purchase of other Shares properly tendered.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE. NEITHER THE COMPANY NOR ITS BOARD OF
DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY OR
ALL OF THEIR SHARES PURSUANT TO THE OFFER. LESLIE H. WEXNER, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, HIS IMMEDIATE FAMILY
MEMBERS AND AFFILIATED ENTITIES HAVE AGREED NOT TO TENDER ANY SHARES PURSUANT
TO THE OFFER. SEE SECTION 11 OF THE OFFER TO PURCHASE. THE COMPANY HAS BEEN
ADVISED THAT ITS OTHER DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED
WHETHER TO TENDER THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAKE
THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER.
YOUR INSTRUCTIONS TO US MUST BE FORWARDED TO US PROMPTLY IN ORDER TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE
OFFER TO PURCHASE. ALTHOUGH THE EXPIRATION DATE, THE WITHDRAWAL DEADLINE AND
THE PRORATION DEADLINE ARE PRESENTLY SCHEDULED TO OCCUR ON TUESDAY, JUNE 1,
1999, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, WE MUST RECEIVE YOUR INSTRUCTIONS
BY NO LATER THAN 3:30 P.M. EST ON THURSDAY, MAY 27, 1999 IN ORDER TO BE ABLE
TO ACT ON YOUR INSTRUCTIONS IN A TIMELY FASHION (UNLESS THE OFFER IS EXTENDED
BY THE COMPANY).
Very truly yours,
Merrill Lynch, Pierce, Fenner& Smith
Incorporated
Agent, The Limited, Inc.
StockPurchase Plan
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price prior to the expiration of the Offer
are to be purchased by the Company, the Company will purchase Shares in the
following order of priority: (a) all "odd lot" Shares tendered at or below the
Purchase Price prior to the expiration of the Offer by any stockholder who
owned beneficially as of the close of business on May 3, 1999,
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an aggregate of fewer than 100 Shares, and who validly tenders all of such
Shares (partial tenders will not qualify for this preference); and (b) then,
after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
expiration of the Offer, on a pro rata basis, if necessary (with appropriate
adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. llc and J.P. Morgan Securities
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
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Dates Referenced Herein and Documents Incorporated by Reference
1 Subsequent Filing that References this Filing
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