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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 2
TO
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
_______________________________________________________
(Title of class of securities)
53271610
_______________________________________________________
(CUSIP number of class of securities)
SAMUEL P. FRIED
Vice President and
General Counsel
THE LIMITED, INC.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43230
Telephone: (614) 479-7000
_______________________________________________________
(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
February 1, 1996
_______________________________________________________
(Date tender offer first published, sent or given to security holders)
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This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 1, 1996, and as
amended February 29, 1996, filed by The Limited, Inc., a Delaware corporation
(the "Company"), relating to the Company's offer to purchase up to 85,000,000
shares of its Common Stock, $.50 par value per share (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 of $19.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated February 1, 1996 (the "Offer to Purchase"), and
related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2) to the Statement. Terms defined in the Statement and not
separately defined herein shall have the meanings specified in the Statement.
Item 8. Additional Information.
(e) On March 4, 1996, the Company issued a press release, a copy of
which is filed as Exhibit (a)(16) hereto and is incorporated herein
by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following Exhibit:
(a)(16) Press Release issued by the Company on March 4, 1996.
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.
By:/s/ Kenneth B. Gilman
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Kenneth B. Gilman
Vice Chairman and
Chief Financial Officer
Dated: March 4, 1996
EXHIBIT INDEX
Exhibit
Number Description Page
(a)(16) Press Release issued by 6
the Company on March 4, 1996.
EXHIBIT (a)(16)
T H E L I M I T E D, I N C.
THREE LIMITED PARKWAY
COLUMBUS, OHIO 43230
TEL 614 479 7000
THE LIMITED, INC. FEBRUARY SALES UP 16%
Columbus, Ohio; March 4, 1996 - The Limited, Inc. (NYSE/LSE:LTD) reported net
sales of $539.8 million for the four-week fiscal period ended March 2, 1996,
an increase of 16% from sales of $465.5 million for the same period a year ago.
The Company's fiscal comparable store sales increased 7% for the four weeks
ended March 2, 1996, and increased 7% for the year to date period. On a
calendar basis, matching week for week with last year, comparable stores sales
would have increased 4%.
As previously announced, the Company chose to release its sales in advance of
the closing of its tender offer. The Company has offered to purchase up to 85
million shares at $19 net per share, approximately 24% of its common stock.
That offer is set to expire at midnight, New York City time, on Wednesday,
March 6, 1996.
Leslie H. Wexner, Chairman and Chief Executive Officer, stated, "Looking
forward to 1996, we are approaching our apparel businesses cautiously and
conservatively, but we are prepared to be aggressive where we clearly see the
opportunity. Because of the difficulty in analyzing trends in light of the
abnormally severe January weather in the Midwest and Northeast, and a holiday
season which was clearly off-trend, we will not make a prediction or
projection for 1996. However, we are prepared to say that Intimate Brands
should continue to meet our expectations and that total Limited, Inc. earnings
on an operating basis should be no less than in 1995, with the potential to
show significant improvement."
The preceding paragraph contains forward looking statements that involve risks
and uncertainties, including overall economic conditions, the impact of
competition, pricing, consumer buying trends, weather patterns, and other
factors. The Company releases sales figures on a monthly basis. For more
complete information concerning factors which could affect the Company's
financial results, reference is made to the Company's SEC reports.
The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited
Stores, Henri Bendel, Structure, Abercrombie & Fitch, Limited Too, and
Galyan's, presently operates 4,005 specialty stores. The Company also owns
approximately 83% of Intimate Brands, Inc. which, through Victoria's Secret
Stores, Bath & Body Works, Cacique, and Penhaligon's, presently operates 1,303
specialty stores, and distributes apparel internationally through the
Victoria's Secret Catalogue.
For further information, please contact: Alfred S. Dietzel
614/479-7070
