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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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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) 415-7000
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person filing statement)
Copies to:
DAVID L. CAPLAN
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
April 15, 1998
(Date tender offer first published, sent or given to security holders)
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This Final Amendment amends and supplements the Schedule 13E-4
Issuer Tender Offer Statement (the "Statement") filed April 15, 1998 (and
amended April 16, April 21, May 7 and May 14, 1998) by The Limited, Inc., a
Delaware corporation ("The Limited"), relating to an offer by The Limited to
exchange up to 43,600,000 shares of Class A common stock, par value $.01 per
share (the "A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), which The
Limited owns, for shares of common stock, par value $.50 per share (the
"Limited Common Stock"), of The Limited upon the terms and subject to the
conditions stated in the Offering Circular--Prospectus dated April 15, 1998
(the "Offering Circular--Prospectus") and the related Letter of Transmittal
(the "Letter of Transmittal" which, together with the Offering
Circular--Prospectus, constitute the "Exchange Offer"). The Exchange Offer
expired at 12:00 midnight, New York City time, on Wednesday, May 13, 1998.
Terms defined in the Offering Circular--Prospectus and not
separately defined herein shall have the meanings specified in the Offering
Circular--Prospectus.
Item 8. Additional Information.
Item 8(e) is hereby amended by adding the following:
On May 19, 1998, The Limited announced the final results of the
Exchange Offer. The Limited accepted for exchange 47,075,052 shares of Limited
Common Stock, at a Final Exchange Ratio of .86 of a share of A&F Common Stock
for each share of Limited Common Stock. See the press release attached as
Exhibit (a)(16) hereto.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following
Exhibit:
(a)(16) Press release of The Limited dated May 19, 1998
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 Administrative Officer
Dated: May 20, 1998
EXHIBIT INDEX
Exhibit
Number Description
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(a)(16) Press release of The Limited dated May 19, 1998
Exhibit 99.(a)(16)
THE LIMITED, INC. ANNOUNCES FINAL RESULTS OF
ABERCROMBIE & FITCH CO. EXCHANGE OFFER
COLUMBUS, Ohio, May 19, 1998 -- The Limited, Inc. (NYSE/LSE: LTD) announced
today the final results of the tax-free exchange offer to establish
Abercrombie & Fitch Co. (NYSE: ANF) (A&F) as an independent company. The
Limited accepted 47,075,052 shares of its common stock to be exchanged at a
ratio of .86 of a share of A&F stock for each Limited share. Share
certificates and cash in lieu of fractional shares are expected to be mailed
to Limited stockholders later this week.
The Limited has set May 29, 1998 as the record date for the
pro-rata spin-off of its remaining 3,115,455 A&F shares. Limited
shareholders as of that date will receive approximately .0137 of a share of
A&F for each Limited share that they own. The spin-off will be consummated
and share certificates and cash in lieu of fractional shares will be
distributed to Limited stockholders in connection with the spin-off as soon
as is practicable thereafter.
The Limited, Inc. through Express, Lerner New York, Lane Bryant,
Limited Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently
operates 3,684 specialty stores. The Company also owns approximately 83% of
Intimate Brands, Inc. (NYSE: IBI) which, through Victoria's Secret Stores and
Bath & Body Works presently operates 1,757 specialty stores and distributes
apparel internationally through the Victoria's Secret Catalogue.
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For further information, please contact: Rita Trevino Flynn
Vice President, Communications
The Limited, Inc.
614-415-7555
www.limited.com
