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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 16
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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THE LIMITED, INC.
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(Name of Issuer)
Common Stock, $0.50 Par Value 532716-107
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(Title of class of securities) (CUSIP number)
Dennis J. Block, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive notices
and communications)
Not Applicable
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
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CUSIP No. 532716-107 13D
1 NAME OF REPORTING Leslie H. Wexner
PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 52,312,150
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 15,104,717
OWNED BY
EACH 9 SOLE DISPOSITIVE 52,824,047
REPORTING POWER:
PERSON 10 SHARED DISPOSITIVE 15,104,717
WITH POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
67,928,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.09%
14 TYPE OF REPORTING IN
PERSON:
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D
1 NAME OF REPORTING The Wexner Foundation
PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio
NUMBER OF 7 SOLE VOTING POWER: 2,754,717
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE 2,754,717
REPORTING POWER:
PERSON 10 SHARED DISPOSITIVE -0-
WITH POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,754,717
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0%
14 TYPE OF REPORTING OO
PERSON:
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D
1 NAME OF REPORTING Health and Science Interests
PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Ohio
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 2,000,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE 2,000,000
REPORTING POWER:
PERSON 10 SHARED DISPOSITIVE -0-
WITH POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
2,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%
14 TYPE OF REPORTING OO
PERSON:
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D
1 NAME OF REPORTING Health and Science Interests II
PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF N/A
FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Ohio
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 350,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE 350,000
REPORTING POWER:
PERSON 10 SHARED DISPOSITIVE -0-
WITH POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
350,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%
14 TYPE OF REPORTING OO
PERSON:
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D
1 NAME OF REPORTING The Wexner Children's Trust
PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF N/A
FUNDS:
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio
NUMBER OF 7 SOLE VOTING POWER: 18,750,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE 18,750,000
REPORTING POWER:
PERSON 10 SHARED DISPOSITIVE -0-
WITH POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
18,750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.9%
14 TYPE OF REPORTING PERSON: OO
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D
1 NAME OF REPORTING Harry and Hannah Wexner Trust
PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_]
(b)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio
NUMBER OF 7 SOLE VOTING POWER: 10,000,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE 10,000,000
REPORTING POWER:
PERSON -0-
WITH 10 SHARED DISPOSITIVE
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
10,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.7%
14 TYPE OF REPORTING OO
PERSON:
SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 16 relates to the Schedule 13D dated June 25,
1985, as amended in certain respects by Amendments No. 1 through 15
thereto, filed by a group currently comprised of Leslie H. Wexner, The
Wexner Foundation, Health and Science Interests, Health and Science
Interests II, The Wexner Children's Trust and the Harry and Hannah
Wexner Trust (collectively, the "Purchasers").
Item 2. Identity and Background.
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On April 29, 1996, Leslie H. Wexner contributed 10,000,000 shares
of Common Stock to the Harry and Hannah Wexner Trust. The trustees of
such trust are Mr. Wexner and Jeffrey E. Epstein.
Item 5. Interest in Securities of the Issuer.
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(a) As of May 10, 1996, the Purchasers beneficially owned
the following shares of the Common Stock (the approximate percentages
of the shares of Common Stock owned as indicated in parenthesis below
are based on the 270,731,095 shares reported as outstanding in the
Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996):
1. Leslie H. Wexner 67,928,764(1)(2)(3)(4)(5) 25.09%
2. The Wexner Foundation 2,754,717(1) 1.0%
3. Health and Science Interests 2,000,000(2) 0.7%
4. Health and Science Interests II 350,000(2) 0.1%
5. The Wexner Children's Trust 18,750,000(4) 6.9%
6. Harry and Hannah Wexner Trust 10,000,000(5) 3.7%
(b) The responses of the Purchasers to Item 7 through 11 of
the portions of the cover pages of this Amendment No. 16 to the
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Schedule 13D which relate to the beneficial ownership of shares of the
Common Stock are incorporated herein by reference.
______________________________
(1) Power to vote or direct the disposition of the 2,754,717 shares
held by the Wexner Foundation may be deemed to be shared by
Leslie H. Wexner, Jeffrey E. Epstein and Jeffrey J. Smith as the
trustees of The Wexner Foundation. Leslie H. Wexner, Jeffrey E.
Epstein and Jeffrey J. Smith disclaim beneficial ownership of the
shares held by The Wexner Foundation.
(2) Power to vote or direct the disposition of the 2,350,000 shares
held in the aggregate by Health and Science Interests and Health
and Science Interests II may be deemed to be shared by Leslie H.
Wexner as grantor and Jeffrey E. Epstein as trustee thereof.
Leslie H. Wexner and Jeffrey E. Epstein disclaim beneficial
ownership of shares held by Health and Science Interests and
Health and Science Interests II.
(3) Includes 511,897 shares held in The Limited, Inc. Savings and
Retirement Plan for Mr. Wexner's account.
(4) Power to vote or direct the disposition of the 18,750,000 shares
held by Leslie H. Wexner as the sole trustee of The Wexner
Children's Trust.
(5) Power to vote or direct the disposition of the 10,000,000 shares
held by the Harry and Hannah Wexner Trust may be deemed to be
shared by Leslie H. Wexner and Jeffrey E. Epstein as trustees of
such trust.
(c) On April 29, 1996, Leslie H. Wexner contributed to the
Harry and Hannah Wexner Trust 10,000,000 shares of Common Stock.
(d), (e): Not Applicable
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SIGNATURE
After reasonable 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.
Dated: May 10, 1996
/s/ Leslie H. Wexner
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Leslie H. Wexner
THE WEXNER FOUNDATION
By: /s/Jeffrey J. Smith
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Jeffrey J. Smith, Secretary
HEALTH AND SCIENCE INTERESTS
By: /s/Jeffrey E. Epstein
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Jeffrey E. Epstein, Trustee
HEALTH AND SCIENCE INTERESTS II
By: /s/Jeffrey E. Epstein
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Jeffrey E. Epstein, Trustee
THE WEXNER CHILDREN'S TRUST
By: /s/Leslie H. Wexner
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Leslie H. Wexner, Trustee
HARRY AND HANNAH WEXNER TRUST
By: /s/Jeffrey E. Epstein
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Jeffrey E. Epstein, Trustee
NYFS01...:\08\80808\0004\139\SCH5086P.450
