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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 15
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
THE LIMITED, INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.50 Par Value 532716-107
- ----------------------------------- ----------------------------------
(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-PAGE 2
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 ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: 62,312,150
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,104,717
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 62,824,047
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER: 5,104,717
WITH
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 PERSON: IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D-PAGE 3
1 NAME OF REPORTING PERSON: The Wexner Foundation
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 POWER: 2,754,717
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER: -0-
WITH
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 PERSON: OO
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D-PAGE 4
1 NAME OF REPORTING PERSON: Health and Science Interests
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: 2,000,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 2,000,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER: -0-
WITH
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 PERSON: OO
SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532716-107 13D-PAGE 5
1 NAME OF REPORTING PERSON: Health and Science Interests II
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: 350,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 350,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER: -0-
WITH
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-PAGE 6
1 NAME OF REPORTING PERSON: The Wexner Children's Trust
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: 18,750,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 18,750,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER: -0-
WITH
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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This Amendment No. 15 relates to the Schedule 13D dated June 25,
1985, as amended in certain respects by Amendments No. 1 through 14
thereto, by a group currently comprised of Leslie H. Wexner, The
Wexner Foundation, Health and Science Interests, Health and Science
Interests II and The Wexner Children's Trust (collectively, the
"Purchasers").
Item 2. Identity and Background.
-----------------------
Recently with the conclusion of the self tender offer by The
Limited, Inc., Bella Wexner informed the Purchasers that she did not
believe that her continuing to jointly file as a member of the
Purchasers' Schedule 13D group was warranted in light of the absence
of any group activity between the Purchasers on the one hand and Ms.
Wexner on the other. Accordingly, this Amendment No. 15 to the
Purchasers' Schedule 13D is not being filed on behalf of Ms. Wexner,
and subsequent amendments to the Purchasers' Schedule 13D will not be
filed on her behalf. There are no contracts, arrangements or
understandings between any Purchaser and Ms. Wexner with respect to
the voting, acquisition, holding or disposition of the Common Stock of
The Limited, Inc.
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Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of April 2, 1996, the Purchasers beneficially owned
the following shares of the Common Stock (the approximate percentage
of the shares of Common Stock owned as indicated in parenthesis below
is based on the public announcement by The Limited, Inc. on March 15,
1996 that following its purchase of shares of Common Stock pursuant to
its offer to purchase, there will be approximately 270.7 million
shares of Common Stock issued and outstanding):
1. Leslie H. Wexner 67,928,764(1)(2)(3)(4) 25.09%
2. The Wexner Foundation 2,754,717 1.0%
3. Health and Science Interests 2,000,000 0.7%
4. Health and Science Interests II 350,000 0.1%
5. The Wexner Children's Trust 18,750,000 6.9%
(b) Holdings of Common Stock as of April 2, 1996:
<TABLE>
<CAPTION>
The Health and Health and The Wexner
Wexner Science Science Children's
Leslie H. Wexner Foundation Interests Interests II Trust
---------------- ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Sole power to vote or to direct vote 62,312,150(4) 2,754,717(1) 2,000,000(2) 350,000(2) 18,750,000(4)
Shared power to vote or to direct vote 5,104,717(1)(2) N/A N/A N/A N/A
Sole power to dispose of or to
direct disposition 62,824,047(3)(4) 2,754,717(1) 2,000,000(2) 350,000(2) 18,750,000(4)
Shared power to dispose of or to
direct disposition 5,104,717(1)(2) N/A N/A N/A N/A
<FN>
_________________________
(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.
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(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.
(c) On March 21, 1996, The Wexner Foundation sold in an open
market transaction 222,400 shares at a per share price of
$19.00.
(d), (e): Not Applicable
</TABLE>
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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: April 2, 1996
/s/ Leslie H. Wexner
-----------------------------------
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
-------------------------------
Jeffrey E. Epstein, Trustee
THE WEXNER CHILDREN'S TRUST
By: /s/Leslie H. Wexner
-------------------------------
Leslie H. Wexner, Trustee
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