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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13E-4/A
(Amendment No. 3)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
THE LIMITED, INC.
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(Name of issuer and person filing statement)
Common Stock, $.50 par value
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(Title of class of securities)
53271610
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(CUSP number of class of securities)
SAMUEL P. FRIED
Senior Vice President and
General Counsel
THE LIMITED, INC.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43230
Telephone: (614) 415-7000
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(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
May 4, 1999
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(Date tender offer first published, sent or given to security holders)
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<PAGE>
This Amendment No. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed on May 4, 1999, as amended on May 6, 1999 and
May 18, 1999 (the "Schedule 13E-4"), by The Limited, Inc., a Delaware
corporation (the "Company"), relating to its offer to purchase up to 15,000,000
outstanding shares of its common stock, $0.50 par value per share (the "Shares")
at a price specified by stockholders, not greater than $55.00 per Share and not
less than $50.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase") and in the related Letter of Transmittal, copies of
which are attached as Exhibits (a)(1) and (a)(2) to the Schedule 13E-4.
Terms used but not defined herein are used as defined in the Offer to
Purchase.
Item 7. Financial Information.
Item 7(b) of the Schedule 13E-4 is hereby amended as follows:
The item "Ratio of earnings to fixed charges" for the year ended January
30, 1999 contained in "The Limited, Inc. and Subsidiaries Summary Historical
Financial Information" on page 14 of the Offer to Purchase is hereby amended to
be "9.14".
Notes (6) and (7) to "The Limited, Inc. and Subsidiaries Summary
Historical Financial Information" on page 15 of the Offer to Purchase and the
corresponding references to such notes on page 14 are deleted.
The "Summary Unaudited Pro Forma Consolidated Statement of Income" on page
16 of the Offer to Purchase is hereby amended to read as follows:
THE LIMITED, INC. AND SUBSIDIARIES
Summary Unaudited Pro Forma Consolidated Statement of Income
(in thousands, except per share data and financial ratios)
<TABLE>
<CAPTION>
Pro forma
Year Ended
Year Ended Limited Too January 30,
January 30, 1999 Spinoff Subtotal Tender Offer 1999
---------------- ----------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Net sales.............................. $ 9,346,911 $376,943 $8,969,968 $8,969,968
Costs of goods sold, occupancy and
buying costs.......................... (6,348,945) (251,531) (6,097,414) (6,097,414)
--------- ------- --------- ---------
Gross income........................... 2,997,966 125,412 2,872,554 2,872,554
General, administrative and store
operating expenses.................... (2,300,523) (96,956) (2,203,567) (2,203,567)
Special and nonrecurring items, net.... 1,740,030 1,740,030 1,740,030
--------- ------- --------- ---------
Operating income....................... 2,437,473 28,456 2,409,017 2,409,017
Interest expense...................... (68,528) (68,528) $(3,500) (a) (72,028)
Other income, net..................... 59,265 59,265 (27,000) (b) 32,265
Minority interest..................... (64,564) (64,564) (64,564)
--------- ------- --------- ------ ---------
Income before income taxes............. 2,363,646 28,456 2,335,190 (30,500) 2,304,690
Provision for income taxes............. (310,000) (11,400) (298,600) 12,200 (c) (286,400)
--------- ------- --------- ---------
Net income (1)......................... $ 2,053,646 $17,056 $2,036,590 $(18,300) $2,018,290
========= ====== ========= ====== =========
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<PAGE>
Pro forma
Year Ended
Year Ended Limited Too January 30,
January 30, 1999 Spinoff Subtotal Tender Offer 1999
---------------- ----------- -------- ------------ -----------
Net income per share
Basic................................. $ 8.52 $8.93
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Diluted............................... $ 8.32 $8.71
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Weighted average shares outstanding
Basic................................. 240,907 240,907 (15,000) (d) 225,907
========= ========= ====== =========
Diluted............................... 246,319 246,319 (15,000) (d) 231,319
========= ========= ====== =========
Ratio of earnings to fixed charges (2). 9.14 9.11
========= =========
</TABLE>
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(1) Includes $1.740 billion in special and nonrecurring items comprised of
the following:
- $1.651 billion tax-free gain related to the exchange offer that
established A&F as an independent company.
- $93.7 million gain from the sale of the Company's remaining
interest in Brylane.
- $5.1 million charge for severance and other associate termination
costs related to the closing of five of six Henri Bendel stores.
(2) For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of pretax income excluding minority interests plus fixed
charges consisting of interest and the portion of minimum rent considered
representative of interest.
Item 7(b) of the Schedule 13E-4 is hereby supplemented and amended as
follows:
The following sentence shall be deemed added to the first bullet point
under "Notes to Summary Unaudited Pro Forma Financial Information--1. Basis of
Presentation" on page 18 of the Offer to Purchase:
"Limited Too's financing proceeds of approximately $51 million would
be available based on a commitment obtained by Limited Too from a
third-party lender for a two-tranche, $100 million financing comprised
of (i) a $50 million five-year amortizing term loan and (ii) a $50
million five-year revolving credit facility."
The following sentences shall be deemed added to the third bullet point
under "Notes to Summary Unaudited Pro Forma Financial Information--1. Basis of
Presentation" on page 18 of the Offer to Purchase:
"Pursuant to the Contingent Stock Redemption Agreement, through
January 1, 2006, the Trust had the right to require the Company to
redeem up to 18,750,000 Shares belonging to the Trust at a price of
$18.75 per Share and, for the six-month period beginning July 31,
2006, the Company had the right to purchase some or all of such Shares
at a price of $25.07 per Share. In order to fund its obligations under
this agreement, the Company was required to maintain $351.6 million in
a restricted cash account. On May 3, 1999, a special committee of the
Board approved the terms of an agreement rescinding the Contingent
Stock Redemption Agreement, and the Company entered into such
agreement. As a result of this agreement, all of the Company's,
Wexner's and the Trust's respective rights and obligations under the
Contingent Stock Redemption Agreement were immediately terminated."
Notes (a), (b) and (g) under "Notes to Summary Unaudited Pro Forma
Financial Information -- 2. Pro Forma Consolidated Statement of Income" on page
18 of the Offer to Purchase and the corresponding reference to such Notes to the
"Summary Unaudited Pro Forma Consolidated Statement of Income" on page 16 of the
Offer to Purchase are deleted. Notes (c), (d), (e) and (f) are hereby renamed
Notes (a) (b), (c) and (d), respectively, on pages 16 and 18 of the Offer to
Purchase.
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<PAGE>
Note (a) under "Notes to Summary Unaudited Pro Forma Financial Information
- -- 3. Pro Forma Consolidated Balance Sheet" is amended to read as follows:
"(a) To reflect approximately $51 million of debt expected to be
incurred by Limited Too, which would be available based on a
commitment from a third-party lender, shortly before the date of the
spinoff. Proceeds will be used to pay a $50 million dividend to the
Company and $1.25 million in financing fees to the lender. The debt
incurred will be part of Limited Too's capital structure after the
spinoff."
Note (b) under "Notes to Summary Unaudited Pro Forma Financial Information
- -- 3. Pro Forma Consolidated Balance Sheet" is amended to read as follows:
"(b) To reflect the spinoff of Limited Too to the stockholders of the
Company. The spinoff is recorded at historical cost as a dividend to
the Company's stockholders. Prior to the spinoff, Limited Too is
expected to incur approximately $51 million of debt, which would be
available based on a commitment from a third-party lender, the
proceeds of which will be used to pay a $50 million dividend to the
Company and $1.25 million in financing fees to the lender."
Note (c) under "Notes to Summary Unaudited Pro Forma Financial Information
- -- 3. Pro Forma Consolidated Balance Sheet" is amended to read as follows:
"(c) To reflect estimated transaction costs expected to be incurred in
fiscal 1999 in connection with the spinoff of Limited Too. These costs
are not reflected in the Summary Unaudited Pro Forma Consolidated
Statement of Income."
Item 8. Additional Information.
Item 8(e) of the Schedule 13E-4 is hereby supplemented and amended as
follows:
On May 14, 1999, an alleged stockholder of the Company filed a purported
derivative action in the Court of Chancery for the State of Delaware, styled
Shapiro v. Wexner, et al., C.A. No. 17159. The Shapiro complaint names as
defendants the members of the Company's Board of Directors and names the Company
as nominal defendant. As has been alleged in the Sullivan action described
above, the complaint alleges that the rescission of the Contingent Stock
Redemption Agreement constituted a waste of corporate assets. The Shapiro
complaint also alleges that the Offer is a "wasteful transaction in its own
right." The complaint seeks a declaration that the members of the Company's
Board of Directors have breached their fiduciary duties and seeks to recover
from the members of the Board of Directors monetary damages in an unspecified
amount. The defendants believe that the allegations in the Shapiro action are
without merit and intend to defend against them vigorously.
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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 25, 1999
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