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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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
Senior 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:
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)
CALCULATION OF FILING FEE
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<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
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<S> <C>
$825,000,000 $165,000
</TABLE>
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* Determined pursuant to Rule 0-11(b)(1). Assumes purchase of 15,000,000
shares at $55.00 per share.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amount Previously Paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
</TABLE>
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<PAGE>
Item 1. Security and Issuer.
(a) The name of the issuer is The Limited, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at Three Limited
Parkway, Columbus, Ohio 43230 (telephone number (614) 415-7000).
(b) This schedule relates to the offer by the Company to purchase up to
15,000,000 outstanding shares of the common stock, $.50 par value per share,
of the Company (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 specified by its stockholders, not greater than $55.00
nor 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 related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The
information contained in the Introduction to, and in Sections 1, 8, 9 and 11
of, the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Introduction to and in Section 7 of the
Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
(a)-(j) The information set forth in the Introduction to and in the section
entitled "Background and Purpose of the Offer" and in Section 10 of the Offer
to Purchase is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
The information set forth in Section 11 of the Offer to Purchase, and the
information set forth in Schedule A thereto, is incorporated herein by
reference.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
The information set forth in the section entitled "Background and Purpose of
the Offer" and Section 11 of the Offer to Purchase is incorporated herein by
reference.
Item 6. Persons Retained, Employed or to be Compensated.
The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
Item 7. Financial Information.
(a) The financial information set forth in Section 10 of the Offer to
Purchase is incorporated herein by reference.
(b) The pro forma data set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
2
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Item 8. Additional Information.
(a) Not applicable.
(b) The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Offer to Purchase dated May 4, 1999.
(a)(2) Form of Letter of Transmittal dated May 4, 1999, together with
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of letter from Lazard Freres & Co. llc and J.P. Morgan
Securities Inc. to brokers, dealers, commercial banks, trust companies and
other nominees dated May 4, 1999.
(a)(5) Form of letter from brokers, dealers, commercial banks and trust
companies to their clients dated May 4, 1999.
(a)(6) Form of letter to stockholders from the Company, dated May 4, 1999.
(a)(7) Form of letter from Savings and Retirement Plan Administrative
Committee, including Letter and Form of Notice of Instructions to all
participants in the Company's Savings and Retirement Plan.
(a)(8) Form of letter from Savings and Retirement Plan Administrative
Committee to all participants in the Company's Savings and Retirement Plan who
are subject to Section 16 of the Securities Exchange Act of 1934, as amended.
(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith
Incorporated to all participants in the Company's Stock Purchase Plan.
(a)(10) Form of Notice to holders of vested stock options.
(a)(11) Form of Summary Advertisement dated May 4, 1999.
(a)(12) Press Release dated May 3, 1999.
(a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and
Answers
(b) Not applicable.
(c) Agreement dated as of May 3, 1999 among The Limited, Inc., Leslie H.
Wexner and the Wexner Children's Trust.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
3
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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.
/s/ Kenneth B. Gilman
By: ________________________________
Kenneth B. Gilman
Vice Chairman and
Chief Administrative Officer
Dated: May 4, 1999
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<C> <S> <C>
(a)(1) Form of Offer to Purchase dated May 4, 1999.
(a)(2) Form of Letter of Transmittal dated May 4, 1999, together with
Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of letter from Lazard Freres & Co. llc and J.P. Morgan
Securities Inc. to brokers, dealers, commercial banks, trust
companies and other nominees dated May 4, 1999.
(a)(5) Form of letter from brokers, dealers, commercial banks and
trust companies to their clients dated May 4, 1999.
(a)(6) Form of letter to stockholders from the Company, dated May 4,
1999.
(a)(7) Form of letter from Savings and Retirement Plan Administrative
Committee, including Letter and Form of Notice of Instructions
to all participants in the Company's Savings and Retirement
Plan.
(a)(8) Form of letter from Savings and Retirement Plan Administrative
Committee to all participants in the Company's Savings and
Retirement Plan who are subject to Section 16 of the Securities
Exchange Act of 1934, as amended.
(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith to
all participants in the Company's Stock Purchase Plan.
(a)(10) Form of Notice to holders of vested stock options.
(a)(11) Form of Summary Advertisement dated May 4, 1999.
(a)(12) Press Release dated May 3, 1999.
(a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and
Answers
(c)(1) Agreement dated as of May 3, 1999 among The Limited, Inc.,
Leslie H. Wexner and the Wexner Children's Trust.
</TABLE>
5
<PAGE>
EXHIBIT (a)(1)
Offer to Purchase for Cash
by
The Limited, Inc.
Up to 15,000,000 Shares of its Common Stock
At a Purchase Price Not Greater than $55.00 Nor Less than $50.00 Per Share
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE
OFFER IS EXTENDED.
The Limited, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its common stock, $.50 par value per share
(such shares, together with all other outstanding shares of common stock of
the Company, are herein referred to as the "Shares"), at prices specified by
such stockholders, not greater than $55.00 nor less than $50.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth
herein and in the related Letter of Transmittal (which together constitute the
"Offer"). The Company will determine a single per Share price (not greater
than $55.00 nor less than $50.00 per Share) that it will pay for the Shares
validly tendered pursuant to the Offer (the "Purchase Price"), taking into
account the number of Shares so tendered and the prices specified by tendering
stockholders. The Company will select the Purchase Price that will allow it to
purchase 15,000,000 Shares (or such lesser number as are validly tendered at
prices not greater than $55.00 nor less than $50.00 per Share) pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, including
the provisions thereof relating to proration and "odd lot" tenders, the
Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn.
While the Board of Directors believes that the Shares represent an
attractive investment for its continuing stockholders, the purpose of the
Offer is to allow those stockholders desiring to receive cash for a portion of
their Shares an opportunity to do so at a price in excess of the recent
trading prices for the Shares. See "Background and Purpose of the Offer".
The Shares are listed and principally traded on the New York Stock Exchange,
Inc. (the "NYSE"). On April 30, 1999, the last full day of trading prior to
the announcement of the Offer, the closing sale price of the Shares on the
NYSE as reported on the Composite Tape was $43 3/4 per Share. Stockholders are
urged to obtain a current market quotation for the Shares.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER WHETHER TO TENDER ANY OR ALL SHARES. LESLIE H. WEXNER,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, HIS IMMEDIATE
FAMILY MEMBERS AND AFFILIATED ENTITIES HAVE AGREED NOT TO TENDER ANY SHARES
PURSUANT TO THE OFFER. SEE SECTION 11. THE COMPANY HAS BEEN ADVISED THAT ITS
OTHER DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER
THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
SHARES PURCHASED PURSUANT TO THE OFFER WILL NOT RECEIVE THE $0.15 REGULAR
QUARTERLY CASH DIVIDEND PAYABLE ON JUNE 30, 1999 TO HOLDERS OF RECORD ON JUNE
23, 1999 OR SHARES OF THE COMPANY'S LIMITED TOO SUBSIDIARY WHICH THE COMPANY
INTENDS TO DISTRIBUTE TO ITS STOCKHOLDERS ON A TAX-FREE BASIS IN JULY OR
AUGUST IN A SPINOFF TRANSACTION.
The Dealer Managers for the Offer are:
Lazard Freres & Co. LLC J.P. Morgan & Co.
May 4, 1999
<PAGE>
----------------
IMPORTANT
----------------
Any stockholder desiring to accept the Offer should either (1) request his
or her broker, dealer, commercial bank, trust company or nominee to effect the
transaction for him or her or (2) complete the Letter of Transmittal or a
facsimile thereof, sign it in the place required, have his or her signature
thereon guaranteed if required by the Letter of Transmittal and forward it and
any other required documents to First Chicago Trust Company of New York (the
"Depositary"), and either deliver the certificates for the Shares being
tendered to the Depositary along with the Letter of Transmittal or tender such
Shares pursuant to the procedure for book-entry transfer set forth in Section
3 hereof. Stockholders having Shares registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
person if they desire to tender their Shares. Stockholders who wish to tender
Shares and whose certificates for such Shares are not immediately available
should tender such Shares by following the procedures for guaranteed delivery
set forth in Section 3 hereof. Stockholders must complete the section in the
Letter of Transmittal relating to the price at which they are tendering Shares
in order to validly tender Shares. Participants in the Company's Savings and
Retirement Plan and Stock Purchase Plan must review the separate materials
enclosed herewith for instructions if they desire to tender Shares held
pursuant to these plans. Holders of vested options may exercise such options
for cash and tender some or all of the Shares issued upon such exercise.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal and Notice of Guaranteed Delivery may
be directed to D. F. King & Co., Inc. (the "Information Agent") or Lazard
Freres & Co. llc ("Lazard") and J.P. Morgan Securities Inc. ("J.P. Morgan" and
together with Lazard, the "Dealer Managers") at their respective addresses and
telephone numbers set forth on the back cover of this Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
ii
<PAGE>
TABLE OF CONTENTS
BACKGROUND AND PURPOSE OF THE OFFER
<TABLE>
<CAPTION>
Page
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<S> <C>
Background of the Offer.................................................... 2
Purpose of the Offer....................................................... 4
THE OFFER
1. Number of Shares; Proration; Extension of Offer........................ 4
2. Tenders by Holders of Fewer Than 100 Shares............................ 5
3. Procedure for Tendering Shares......................................... 6
4. Withdrawal Rights...................................................... 9
5. Acceptance for Payment of Shares and Payment of Purchase Price......... 10
6. Certain Conditions of the Offer........................................ 11
7. Price Range of Shares; Cash Dividends.................................. 12
8. Certain Effects of the Offer........................................... 12
9. Source and Amount of Funds............................................. 13
10. Certain Information Concerning the Company............................. 13
11. Transactions and Agreements Concerning the Shares...................... 20
12. Regulatory Approvals................................................... 21
13. Certain Federal Income Tax Consequences................................ 21
14. Extension of Tender Period; Termination; Amendments.................... 22
15. Fees................................................................... 23
16. Miscellaneous.......................................................... 24
</TABLE>
Schedule A--Transactions Concerning the Shares of The Limited, Inc.
iii
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To the Holders of Common Stock of
The Limited, Inc.:
The Limited, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its common stock, $.50 par value per share
(such shares, together with all other outstanding shares of common stock of
the Company, are herein referred to as the "Shares"), at prices specified by
such stockholders, not greater than $55.00 nor less than $50.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth
herein and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering
stockholders. The Company will select the Purchase Price that will allow it to
buy 15,000,000 Shares (or such lesser number as are validly tendered at prices
not greater than $55.00 nor less than $50.00 per Share) pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, including the
provisions relating to proration and "odd lot" tenders described below, the
Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn prior to the Expiration Date (as hereinafter
defined). The Purchase Price will be paid net to the seller in cash with
respect to all Shares purchased. Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration will be returned.
Stockholders must complete the section of the Letter of Transmittal relating
to the price at which they are tendering Shares in order to validly tender
Shares.
Tendering stockholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company.
The Company will pay all charges and expenses of the Depositary and the
Information Agent incurred in connection with the Offer.
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6.
Neither the Company nor the Board of Directors makes any recommendation to
any stockholder whether to tender some or all Shares. Leslie H. Wexner,
Chairman, President and Chief Executive Officer of the Company, his immediate
family members and affiliated entities have agreed not to tender any Shares
pursuant to the Offer. See Section 11. The Company has been advised that its
other directors and executive officers have not determined whether to tender
their Shares pursuant to the Offer. Stockholders must make their own decisions
whether to tender Shares and, if so, how many Shares to tender.
Stockholders who are participants in the Company's Savings and Retirement
Plan (the "Savings and Retirement Plan") may instruct the trustee as set forth
in the "Letter from Savings and Retirement Plan Administrative Committee" to
tender some or all of the Shares attributed to the participant's account.
Stockholders who are participants in the Company's Stock Purchase Plan (the
"Stock Purchase Plan") may instruct the agent for the Stock Purchase Plan,
Merrill Lynch, Pierce, Fenner & Smith, Incorporated, to tender some or all of
the Shares held in the participant's account under the Stock Purchase Plan. In
addition, holders of vested but unexercised options under the 1993 Stock
Option and Performance Incentive Plan (as amended and restated), the 1987
Stock Option Plan and the 1981 Stock Option Plan (1987 Restatement)
(collectively, the "Stock Option Plans") may exercise such options for cash
and tender some or all of the Shares issued upon such exercise.
Stockholders who are participants in the Dividend Reinvestment Plan ("DRP")
may tender some or all of the Shares attributed to such stockholder's account
under the DRP.
Stockholders who are participants in employee benefit plans not affiliated
with the Company that hold Shares may tender some or all of such Shares as
provided herein generally, subject to the provisions of such plans.
1
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As of March 26, 1999, the Company had issued and outstanding 228,165,712
Shares. In addition, as of such date, an aggregate of approximately 4,282,087
Shares were issuable upon exercise of stock options. The 15,000,000 Shares
that the Company is offering to purchase represent approximately 6.6% of the
Shares then outstanding (approximately 8.8% excluding the Shares that Mr.
Wexner, his family and affiliated entities have agreed not to tender) and
approximately 6.5% of the fully diluted Shares outstanding as of such date
(approximately 8.7% excluding the Shares that Mr. Wexner, his family and
affiliated entities have agreed not to tender). The Shares are listed and
principally traded on the New York Stock Exchange, Inc. (the "NYSE"). The
Shares are also listed and traded on the London Stock Exchange. On April 30,
1999, the last full day of trading prior to announcement of the Offer, the
closing price of the Shares on the NYSE as reported on the Composite Tape was
$43 3/4 per Share. See Section 7. Stockholders are urged to obtain a current
market quotation for the Shares.
On May 3, 1999, the Company declared a regular quarterly cash dividend of
$0.15 per Share, payable on June 30, 1999 to holders of record as of June 23,
1999. The dividend will not be payable with respect to Shares purchased
pursuant to the Offer. In addition, Shares tendered in the Offer will not be
entitled to participate in the proposed spinoff of the Company's Limited Too
subsidiary, which is currently expected to be effected in July or August of
1999.
BACKGROUND AND PURPOSE OF THE OFFER
Background
Over the past several years, the Company's Board of Directors (the "Board")
and senior management have embarked upon a comprehensive review of the
Company's organizational structure and operations, with the primary goals of
generating maximum value for the Company's stockholders and focusing its
resources on its key strategic businesses. To date, the Company has taken a
number of actions in furtherance of these goals:
. the 1995 initial public offering of common stock of Intimate Brands,
Inc. ("Intimate Brands"), which consisted of the Company's Victoria's
Secret Stores, Victoria's Secret Catalogue, Bath & Body Works, Cacique,
Penhaligon's and Gryphon businesses, resulting in a gain of
approximately $649 million. After this offering, the Company retained
approximately 83% of the economic interests in, and approximately 94% of
the total voting power of, Intimate Brands
. the sale in 1995 of the Company's interest in approximately $1.3 billion
of credit card accounts receivable owned by World Financial Network
National Bank, the Company's credit card bank, resulting in net cash
proceeds of approximately $1.2 billion
. the 1995 sale of a 60% interest in World Financial Network National Bank
to an affiliate of Welsh, Carson, Anderson and Stowe VII, L.P. for
approximately $135 million in cash
. a distribution of $1.6 billion of the cash received from the foregoing
three transactions to the Company's shareholders through an issuer self
tender in March 1996
. the 1996 initial public offering of the Class A common stock of
Abercrombie & Fitch Co. ("A&F" or "Abercrombie & Fitch"), resulting in a
gain of approximately $118 million. After this offering, the Company
retained approximately 84% of the economic interest in, and
approximately 94% of the total voting power of, Abercrombie & Fitch
. the 1997 public offering of a significant portion of the Company's
interest in Brylane, Inc. ("Brylane"), consisting principally of the
Lerner and Lane Bryant catalog businesses. In 1998, the Company sold its
remaining interest in Brylane for approximately $131 million in cash.
These actions followed the 1993 sale by the Company of 60% of its
interest in Brylane to an affiliate of Freeman Spogli & Co.
2
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. the 1997 sales of the Company's interests in:
- the Newport Officer Tower in Jersey City, New Jersey to TrizecHahn
Office Properties for approximately $159 million in cash, and
- The Mall at Tuttle Crossing in Columbus, Ohio to a unit of Taubman
Centers Inc. for approximately $76 million in cash
. the 1997 sale of Intimate Brands' Penhaligon's business
. the 1997 closure of Intimate Brands' Cacique business
. the 1997 decision to streamline the Company's Henri Bendel business. In
1998 the Company closed all of its Henri Bendel locations other than its
flagship store in New York City
. the complete separation of Abercrombie & Fitch from the Company in 1998
through an exchange of shares of the Company's common stock for shares
of the Class A common stock of Abercrombie & Fitch owned by the Company,
resulting in the acquisition of 47.1 million shares of the Company's
common stock from the Company's shareholders
. the closure of 750 underperforming stores between 1995 and 1998,
primarily in women's apparel, excluding the closure of Cacique stores
In addition, on May 3, 1999, the Company announced two additional
transactions:
. a proposed tax-free spinoff to its stockholders of 100% of the stock of
Limited Too, a rapidly growing specialty retailer of apparel,
accessories, lifestyle and personal care products for girls 7 to 14
years of age; and
. a partnership with an affiliate of Freeman Spogli & Co. pursuant to
which 60% of the Company's Galyan's Trading Co. business would be
acquired by an affiliate of Freeman Spogli & Co. and from which the
Company expects to receive total cash proceeds of $190 million
(including proceeds from sale-leaseback transactions).
For more information with respect to Limited Too and the proposed spinoff,
please refer to the Registration Statement on Form 10 filed by Limited Too
with the Securities and Exchange Commission (the "Commission") on May 4, 1999.
The Limited Too spinoff is currently expected to occur in July or August of
1999 and the Galyan's transaction, which is subject to financing and other
customary conditions, is currently expected to close in June or July 1999.
For some time, the Board and senior management have been considering
possible uses of excess cash generated by the Company's operations and
strategic initiatives. After careful consideration, including presentations
from financial advisors to the Company, the Board concluded that a significant
share repurchase would be the most desirable use for this excess cash. The
Board concluded that such a repurchase would demonstrate to the Company's
stockholders the Company's confidence in its business, and would be a tax-
efficient way to distribute cash to those stockholders who wanted to receive
cash for a portion of their Shares.
In addition, over the past several months, representatives of the Board have
conducted discussions with representatives of Mr. Wexner, the Company's
Chairman, President and Chief Executive Officer, with respect to the
approximately $352 million in cash which the Company is obliged to hold in a
separate subsidiary in order to honor its obligations under the Contingent
Stock Redemption Agreement (the "Contingent Stock Redemption Agreement"),
dated as of January 26, 1996 and amended in July 1996, among the Company, Mr.
Wexner and the Wexner Children's Trust (the "Trust"). During the course of
those discussions, representatives of Mr. Wexner and the Company discussed the
possibility of allowing the Company to use the restricted cash to repurchase
shares from the Company's other stockholders. Under this proposal, Mr. Wexner
and the Trust would permit the Company to use the restricted cash to
repurchase Shares at a premium to their market price and would agree not to
participate in such repurchase. Consequently, the Company, Mr. Wexner and the
Trust would agree
3
<PAGE>
to rescind the Contingent Stock Redemption Agreement. The terms of the
Contingent Stock Redemption Agreement are summarized in the Company's 1999
Proxy Statement and a copy of the Agreement has been filed with the Commission
as an exhibit to the Company's Annual Report on Form 10-K for its 1996 fiscal
year, and may be obtained in the manner described in Section 10.
On various occasions, the Board and the Finance Committee of the Board have
considered aspects of the Contingent Stock Redemption Agreement. With the
advice of Lazard Freres & Co. llc, the Company's financial advisor with
respect to this matter, and Davis Polk & Wardwell, its legal advisor, the
Board concluded that, although the Company's rights under the Contingent Stock
Redemption Agreement (which are not exercisable until July 31, 2006) were
potentially of future benefit to the Company's stockholders other than Mr.
Wexner, the opportunity for the Company to use the approximately $352 million
in restricted cash to repurchase Shares at a premium represented a greater
immediate, tangible benefit to the Company's public stockholders, and was
therefore in their best overall interests. In addition, the Board recognized
that certain other corporate objectives would be facilitated by rescinding the
Contingent Stock Redemption Agreement. As such, on April 30, 1999, the Board
voted to rescind the Contingent Stock Redemption Agreement, provided that (1)
the approximately $352 million in restricted cash would be made available to
be used for the purposes of this Offer, (2) Mr. Wexner, affiliated entities
and members of Mr. Wexner's immediate family would agree not to tender any
Shares in the Offer and (3) certain other conditions were satisfied. On May 3,
1999, a special committee of the Board approved the terms of an agreement (the
"Rescission Agreement") implementing the foregoing matters and the Rescission
Agreement was entered into.
Purpose of the Offer
The Offer is an integral part of the Company's ongoing strategy of allowing
the Company to focus on its key businesses and maximizing stockholder value.
The purpose of the Offer is to allow those stockholders desiring to receive
cash for a portion of their Shares an opportunity to do so at a premium over
the recent trading prices for the Shares. While the Board continues to believe
that the Shares represent an attractive investment for its continuing
stockholders, the Offer presents stockholders who may wish to receive an
immediate cash premium for their Shares with an opportunity to realize such
premium by tendering Shares in the Offer.
THE OFFER
1. Number of Shares; Proration; Extension of Offer.
Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 15,000,000 Shares (or
such greater number of Shares as the Company, in its sole discretion, may
elect to purchase pursuant to the Offer) that are validly tendered and not
withdrawn prior to the Expiration Date at a price (determined in the manner
set forth below) not greater than $55.00 nor less than $50.00 per Share. The
later of 12:00 midnight, New York City time, on Tuesday, June 1, 1999, or the
latest time and date to which the Offer is extended, is referred to herein as
the "Expiration Date". For a description of the Company's right to extend the
period of time during which the offer is open or to delay, terminate or amend
the offer, see Section 14. Only Shares validly tendered and not withdrawn
prior to the Expiration Date will be eligible for purchase. If the Offer is
oversubscribed as described below, only Shares validly tendered at or below
the Purchase Price prior to the Expiration Date will be eligible for
proration.
The Company will determine the Purchase Price taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. The
Company will select the Purchase Price that will allow it to purchase
15,000,000 Shares (or such lesser number as are validly tendered at prices not
greater than $55.00 nor less than $50.00 per Share) pursuant to the Offer. The
Offer is not conditioned upon any minimum number of Shares being tendered. The
Offer is, however, subject to certain other conditions. See Section 6. The
Company reserves the right to purchase more than 15,000,000 Shares pursuant to
the Offer, but does not currently plan to do so.
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In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder who wishes to tender Shares must specify the price (not greater
than $55.00 nor less than $50.00 per Share) at which such stockholder is
willing to have the Company purchase such Shares. As promptly as practicable
following the Expiration Date, the Company will determine the Purchase Price
(not greater than $55.00 nor less than $50.00 per Share) that it will pay for
Shares validly tendered pursuant to the Offer, taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. All
Shares purchased pursuant to the Offer will be purchased at the Purchase
Price. All Shares not purchased pursuant to the Offer, including Shares
tendered at prices greater than the Purchase Price and Shares not purchased
because of proration, will be returned to the tendering stockholders at the
Company's expense as promptly as practicable following the Expiration Date.
If not more than 15,000,000 Shares (or such greater number of Shares as the
Company, in its sole discretion, may elect to purchase pursuant to the Offer)
are validly tendered and not withdrawn prior to the Expiration Date, the
Company will purchase all such Shares.
If more than 15,000,000 Shares (or such greater number of Shares as the
Company, in its sole discretion, may elect to purchase pursuant to the Offer)
have been validly tendered and not withdrawn prior to the Expiration Date, the
Company will purchase up to a maximum of 15,000,000 Shares (or any such
greater number designated by the Company), upon the terms and subject to the
conditions of the Offer, in the following order of priority:
(a) all Shares validly tendered and not withdrawn prior to the Expiration
Date by any stockholder who owned beneficially an aggregate of fewer than
100 Shares as of the close of business on May 3, 1999 and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery (see
Section 2); and
(b) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date, on a pro rata basis, if necessary (with appropriate
adjustments to avoid purchases of fractional Shares).
The Company does not expect that it will be able to announce the final
proration factor or to commence payment for any Shares purchased pursuant to
the Offer until approximately five NYSE trading days after the Expiration
Date, if proration of tendered Shares is required, because of the difficulty
in determining the number of Shares validly tendered (including Shares
tendered pursuant to the guaranteed delivery procedure described in Section 3)
and not withdrawn prior to the Expiration Date and as a result of the "odd
lot" procedure described in Section 2. Preliminary results of proration will
be announced by press release as promptly as practicable after the Expiration
Date. Holders of Shares may obtain such preliminary information from the
Dealer Managers or the Information Agent and may also be able to obtain such
information from their brokers.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
See Section 14. There can be no assurance, however, that the Company will
exercise its right to extend the Offer. If the Company decides, in its sole
discretion, to increase (except for any increase not in excess of 2% of the
outstanding Shares) or decrease the number of Shares being sought or to
increase or decrease the consideration offered in the Offer to holders of
Shares and, at the time that notice of such increase or decrease is first
published, sent or given to holders of Shares in the manner specified below,
the Offer is scheduled to expire at any time earlier than the tenth business
day from the date that such notice is first so published, sent or given, the
Offer will be extended until the expiration of such ten-business-day period.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
2. Tenders by Holders of Fewer Than 100 Shares.
All Shares validly tendered at or below the Purchase Price and not withdrawn
by or on behalf of persons who beneficially owned an aggregate of fewer than
100 Shares as of the close of business on May 3, 1999 will
5
<PAGE>
be accepted before proration, if any, of the purchase of other tendered
Shares. See Section 1. Partial tenders will not qualify for this preference,
nor is it available to beneficial holders of 100 or more Shares, even if such
holders have separate stock certificates for fewer than 100 Shares. By
accepting the Offer, a stockholder owning beneficially fewer than 100 Shares
will avoid the payment of brokerage commissions and any applicable odd lot
discount payable on a sale of Shares in a transaction effected on a securities
exchange.
As of April 29, 1999 (disregarding Shares held in the Company's Savings and
Retirement Plan), approximately 572,488 Shares were held of record by holders
holding fewer than 100 Shares each. Because of the large number of Shares held
in the names of brokers and nominees, the Company is unable to estimate the
number of beneficial owners of fewer than 100 Shares or the aggregate number
of Shares they own. Any stockholder wishing to tender all of his or her Shares
pursuant to this Section should complete the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery.
3. Procedure for Tendering Shares.
Proper Tender of Shares. To tender Shares pursuant to the Offer, either (a)
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal must be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase and either (i) certificates for the Shares to be
tendered must be received by the Depositary at one of such addresses or (ii)
such Shares must be delivered pursuant to the procedures for book-entry
transfer described below (and a confirmation of such delivery received by the
Depositary, including an Agent's Message (as defined below) if the tendering
stockholder has not delivered a Letter of Transmittal), in each case by the
Expiration Date, or (b) the guaranteed delivery procedure described below must
be complied with. The term "Agent's Message" means a message, transmitted by
the Book-Entry Transfer Facility (as hereinafter defined) to and received by
the Depositary and forming a part of a book-entry confirmation, which states
that such Book-Entry Transfer Facility has received an express acknowledgment
from the participant in such Book-Entry Transfer Facility tendering the Shares
which are the subject of such book-entry confirmation, that such participant
has received and agrees to be bound by the terms of the Letter of Transmittal
and that the Purchaser may enforce such agreement against such participant.
Notwithstanding any other provisions hereof, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility, as defined below), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, or an Agent's Message in connection with
book-entry delivery, and any other documents required by the Letter of
Transmittal.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO
TENDER SHARES PURSUANT TO THE OFFER, A STOCKHOLDER MUST EITHER (A) CHECK THE
BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT
PRICE DETERMINED BY DUTCH AUCTION" OR (B) CHECK ONE OF THE BOXES IN THE
SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRICE
DETERMINED BY STOCKHOLDER".
A STOCKHOLDER WHO WISHES TO MAXIMIZE THE CHANCE THAT HIS OR HER SHARES WILL
BE PURCHASED AT THE RELEVANT PURCHASE PRICE SHOULD CHECK THE BOX ON THE
RELEVANT LETTER OF TRANSMITTAL MARKED, "SHARES TENDERED AT PRICE DETERMINED BY
DUTCH AUCTION". NOTE THAT THIS ELECTION COULD RESULT IN SUCH STOCKHOLDER'S
SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $50.00 PER SHARE. A STOCKHOLDER
WHO WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $0.125) AT WHICH SUCH
STOCKHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER THE SECTION
CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER" ON THE LETTER
OF TRANSMITTAL IN THE TABLE LABELED "PRICE (IN DOLLARS) PER SHARE AT WHICH
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<PAGE>
SHARES ARE BEING TENDERED". A STOCKHOLDER WHO WISHES TO TENDER SHARES AT MORE
THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE AT
WHICH SUCH SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE TENDERED AT
MORE THAN ONE PRICE.
A TENDER OF SHARES WILL BE PROPER IF, AND ONLY IF, ON THE APPROPRIATE LETTER
OF TRANSMITTAL EITHER THE BOX IN THE SECTION CAPTIONED "SHARES TENDERED AT
PRICE DETERMINED BY DUTCH AUCTION" OR ONE OF THE BOXES IN THE SECTION
CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDERS" IS CHECKED.
Book Entry Delivery. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (referred to as the "Book-Entry
Transfer Facility") for purposes of the Offer within two business days after
the date of this Offer to Purchase, and any financial institution that is a
participant in the system of the Book-Entry Transfer Facility may make
delivery of Shares by causing the Book-Entry Transfer Facility to transfer
such Shares into the Depositary's account in accordance with the procedures of
the Book-Entry Transfer Facility. However, although delivery of Shares may be
effected through book-entry transfer, a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) properly completed and duly
executed together with any required signature guarantees or an Agent's Message
and any other required documents must, in any case, be received by the
Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase by the Expiration Date, or the guaranteed delivery procedure
described below must be complied with. Delivery of the Letter of Transmittal
and any other required documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.
Method of Delivery. The method of delivery of all documents, including Share
certificates, is at the election and risk of the tendering stockholder. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended.
Signature Guarantees. Except as otherwise provided below, all signatures on
a Letter of Transmittal must be guaranteed by a financial institution
(including most banks, savings and loans associations and brokerage houses)
which is a participant in the Securities Transfer Agents Medallion Program (an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered holder
of the Shares tendered therewith and such holder has not completed the box
entitled "Special Payment Instructions" on the Letter of Transmittal or (b)
such Shares are tendered for the account of an Eligible Institution. See
Instructions 1 and 7 of the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and cannot deliver such Shares and all other required documents to
the Depositary by the Expiration Date or such shareholder cannot complete the
procedure for delivery by book-entry on a timely basis, such Shares may
nevertheless be tendered if all of the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company is received by the
Depositary (as provided below) by the Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Book-
Entry Transfer Facility), together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any
required signature guarantee, or an Agent's Message and any other
documents required by the Letter of Transmittal, are received by the
Depositary within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice.
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Employee Plans. Participants in the Company's Savings and Retirement Plan
who wish to have the Trustee of such Plan tender Shares attributable to their
accounts should so indicate by completing, executing and returning to such
Trustee the election form included in the notice sent to such participants.
Participants in the Company's Stock Purchase Plan who wish to have the Agent
for such Plan tender Shares attributable to their accounts should so indicate
by following the instructions included in the notice sent to such
participants. Holders of vested but unexercised options may exercise such
options for cash in accordance with the terms of the Stock Option Plans and
tender the Shares received upon such exercise in accordance with the Offer.
See "Proper Tender of Shares" above. The participants in the Stock Purchase
Plan or the Savings and Retirement Plan may not use the Letter of Transmittal
to direct the tender of the Shares. Participants in the Savings and Retirement
Plan must use the separate election form sent to them, whereas participants in
the Stock Purchase Plan must forward their instructions to Merrill Lynch,
Pierce, Fenner & Smith, Incorporated, the agent under the Stock Purchase Plan.
Plan participants are urged to read the separate election form and related
materials carefully. See Instruction 13 of the Letter of Transmittal.
Dividend Reinvestment Plan. Stockholders who are participants in the DRP who
wish to tender some or all of the Shares attributable to their accounts may do
so by so indicating on the Letter of Transmittal and by following the
procedures outlined above under "Proper Tender of Shares".
Other Benefit Plans. Stockholders who are participants in employee benefit
plans not affiliated with the Company that hold Shares may tender some or all
of such Shares as provided herein generally, subject to the provisions of such
plans. To the extent required under any such plan, participants will receive
separate instructions to be followed in connection with any tender.
Federal Income Tax Withholding. Under the federal income tax backup
withholding rules, 31% of the gross proceeds payable to a stockholder or other
payee pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the stockholder or other payee provides his or her taxpayer
identification number (employer identification number or social security
number) to the Depositary and certifies that such number is correct or an
exemption otherwise applies under applicable regulations. Therefore, unless
such an exception exists and is proven in a manner satisfactory to the
Depositary, each tendering stockholder should complete and sign the Substitute
Form W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding. Certain
stockholders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Depositary. See Instruction 10 of the Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 13.
Gross proceeds payable pursuant to the Offer to a foreign stockholder or his
or her agent will be subject to withholding of federal income tax at a rate of
30%, unless the Company determines that a reduced rate of withholding is
applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business within the United States. For this purpose, a
foreign stockholder is any stockholder that is not (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created
or organized in or under the laws of the United States or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. The Company will determine the applicable rate of
withholding by reference to a stockholder's address, unless the facts and
circumstances indicate such reliance is not warranted or if applicable law
(for example, an applicable tax treaty or Treasury regulations thereunder)
requires some other method for determining a stockholder's residence. A
foreign stockholder may be eligible to file for a refund of such tax or a
portion of
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such tax if such stockholder meets the "complete redemption", "substantially
disproportionate" or "not essentially equivalent to a dividend" tests
described in Section 13, or if such stockholder is entitled to a reduced rate
of withholding pursuant to a tax treaty and the Company withheld at a higher
rate. In order to claim an exemption from withholding on the grounds that
gross proceeds paid pursuant to the Offer are effectively connected with the
conduct of a trade or business within the United States, a foreign stockholder
must deliver to the Depositary a properly executed statement claiming such
exemption. Such statements can be obtained from the Depositary. See
Instruction 10 of the Letter of Transmittal. Foreign stockholders are urged to
consult their own tax advisors regarding the application of federal income tax
withholding, including eligibility for a withholding tax reduction or
exemption and the refund procedure.
Tender Constitutes An Agreement. The tender of Shares pursuant to any one of
the procedures described above will constitute the tendering stockholder's
acceptance of the terms and conditions of the Offer and an agreement between
the tendering stockholder and the Company upon the terms and subject to the
conditions of the Offer.
It is a violation of Rule 14e-4 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") for a person, directly or indirectly, to
tender Shares for his own account unless the person so tendering (i) has a net
long position equal to or greater than the number of (x) Shares tendered or
(y) other securities immediately convertible into, or exercisable or
exchangeable for, the number of Shares tendered and will acquire such Shares
for tender by conversion, exercise or exchange of such other securities and
(ii) will cause such Shares to be delivered in accordance with the terms of
the Offer. Rule 14e-4 provides a similar restriction applicable to the tender
or guarantee of a tender on behalf of another person. The tender of Shares
pursuant to any one of the procedures described above will constitute the
tendering stockholder's representation and warranty that (i) such stockholder
has a net long position in the Shares being tendered within the meaning of
Rule 14e-4 under the Exchange Act and (ii) the tender of such Shares complies
with Rule 14e-4.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the Purchase Price,
the form of documents and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company in its sole discretion, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Shares determined by it not to be in proper form, or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any defect or irregularity in any tender of particular Shares, and the
Company's interpretation of the terms of the Offer (including the instructions
in the Letter of Transmittal) will be final and binding on all parties. No
tender of Shares will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person will be under any duty
to give notification of any defect or irregularity in tenders or incur any
liability for failure to give any such notification.
4. Withdrawal Rights.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after July 2, 1999 unless previously accepted for
payment as provided in this Offer to Purchase. If the Company extends the
period of time during which the Offer is open, is delayed in accepting for
payment or paying for Shares or is unable to accept for payment or pay for
Shares pursuant to the Offer for any reason, then, without prejudice to the
Company's rights under the Offer, the Depositary may, on behalf of the
Company, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5)
under the Exchange Act, which provides that the issuer making the tender offer
shall either pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of the tender offer.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase and must
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specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares, if different from that of the person who tendered such Shares. If the
Shares to be withdrawn have been delivered to the Depositary, a signed notice
of withdrawal with signatures guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution) must be submitted
prior to the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and
the serial numbers shown on the particular certificates evidencing the Shares
to be withdrawn or, in the case of Shares tendered by book-entry transfer, the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares. Withdrawals may not be rescinded, and
Shares withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. However, withdrawn Shares may be retendered by again following
one of the procedures described in Section 3 at any time prior to the
Expiration Date.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. None of the
Company, the Dealer Managers, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.
5. Acceptance for Payment of Shares and Payment of Purchase Price.
Upon the terms and subject to the conditions of the Offer, and as promptly
as practicable after the Expiration Date, the Company will determine the
Purchase Price, taking into account the number of Shares tendered and the
prices specified by tendering stockholders, and will (subject to the proration
and "odd lot" provisions of the Offer) accept for payment (and thereby
purchase) and pay for Shares validly tendered at or below the Purchase Price
and not withdrawn as permitted in Section 4. As soon as practicable following
the determination of the Purchase Price, the Company will announce the
Purchase Price it will pay for tendered Shares. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made promptly
(subject to possible delay in the event of proration) but only after timely
receipt by the Depositary of certificates for Shares (or of a confirmation of
a book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility), a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) (or an Agent's Message in connection
with a book-entry transfer) and any other required documents.
For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased), subject to the proration and "odd lot"
provisions of the Offer, Shares that are validly tendered and not withdrawn
as, if and when it gives oral or written notice to the Depositary of its
acceptance for payment of such Shares. Payment for Shares accepted for payment
pursuant to the Offer will be made by depositing the Purchase Price therefor
with the Depositary, which will act as agent for tendering stockholders for
the purpose of receiving payment from the Company and transmitting payment to
tendering stockholders. Under no circumstances will interest be paid on
amounts to be paid to tendering stockholders by the Company by reason of any
delay in making such payment.
Certificates for all Shares not purchased will be returned (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained with the Book-Entry Transfer Facility) as soon as
practicable without expense to the tendering stockholder. The Company will pay
all stock transfer taxes, if any, payable on the transfer to it of Shares
purchased pursuant to the Offer, except as set forth in Instruction 8 of the
Letter of Transmittal.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares validly tendered or if proration is required. See Section
1. In addition, if certain events occur, the Company may not be obligated to
purchase Shares pursuant to the Offer. See Section 6.
As provided in Rules 13e-4(f)(4) and (8)(ii) under the Exchange Act, the
Company will pay the same amount per Share for each Share purchased pursuant
to the Offer.
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6. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone (subject to the requirements of
the Exchange Act for prompt payment for or return of Shares) the acceptance
for payment of, and payment for, Shares tendered, if at any time on or after
May 4, 1999 and on or before the Expiration Date any of the following shall
have occurred (or shall have been determined in the judgment of the Company to
have occurred) and, in the judgment of the Company, in any such case and
regardless of the circumstances (including any action or omission to act by
the Company) giving rise to such condition, such event makes it inadvisable to
proceed with the Offer or with such acceptance for payment or payment:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign,
before any court, authority, agency or tribunal which directly or
indirectly (i) challenges the making of the Offer, the acquisition of some
or all of the Shares pursuant to the Offer or otherwise relates in any
manner to the Offer; or (ii) in the Company's judgment, could materially
and adversely affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company or any of its subsidiaries or
materially impair the contemplated benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any court or any authority, agency or tribunal
which, in the Company's judgment, would or might directly or indirectly (i)
make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the Offer;
(ii) delay or restrict the ability of the Company, or render the Company
unable, to accept for payment or pay for some or all of the Shares; (iii)
materially impair the contemplated benefits of the Offer to the Company; or
(iv) materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market; (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States; (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States; (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the Company's judgment, might affect, the extension of
credit by banks or other lending institutions in the United States; (v) any
significant decrease in the market price of the Shares or any change in the
general political, market, economic or financial conditions in the United
States or abroad that could, in the judgment of the Company, have a
material adverse effect on the Company's business, condition (financial or
other), income, operations or prospects or the trading in the Shares; (vi)
in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof; or
(vii) any decline in either the Dow Jones Industrial Average or the
Standard and Poor's Index of 500 Industrial Companies by an amount in
excess of 10 percent measured from the close of business on May 3, 1999;
(d) (i) the Company shall have entered into a definitive agreement or an
agreement in principle with any person with respect to a merger, business
combination or acquisition proposal, disposition of assets other than in
the ordinary course of business or (ii) any tender or exchange offer with
respect to some or all of the Shares (other than this Offer) shall have
been commenced;
(e) any change shall occur or be threatened in the business, condition
(financial or other), income, operations, Share ownership or prospects of
the Company and its subsidiaries, taken as a whole, which, in the judgment
of the Company, is or may be material to the Company or its subsidiaries;
or
11
<PAGE>
(f) (i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the outstanding Shares (other than
a person, entity or group which had publicly disclosed such ownership in a
Schedule 13D or 13G (or an amendment thereto) on file with the Commission
prior to May 3, 1999); (ii) any person, entity or group which had filed
with the Commission on or before May 3, 1999 a Schedule 13G or a Schedule
13D with respect to the Shares shall have acquired, or proposed to acquire,
beneficial ownership of additional Shares constituting more than 2% of the
outstanding Shares; or (iii) any new group shall have been formed which
beneficially owns more than 5% of the outstanding Shares (options for and
other rights to acquire Shares which are acquired or proposed to be
acquired being deemed for purposes of this clause (f) to be immediately
exercisable or convertible).
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action
or inaction by the Company) giving rise to any such condition and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. The Company's failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time. Any determination by the
Company concerning the events described above will be final and binding on all
parties.
7. Price Range of Shares; Cash Dividends.
The Shares are listed and principally traded on the NYSE. The following
table sets forth the high and low closing prices of the Shares as reported on
the Composite Tape, and dividends paid per Share, for the fiscal periods
indicated:
<TABLE>
<CAPTION>
Fiscal Quarter High Low Dividends
-------------- ---- ---- ---------
<S> <C> <C> <C>
1997
First...................................... $20 1/8 $ 17 $0.12
Second..................................... $22 5/16 $18 5/8 $0.12
Third...................................... $25 1/2 $21 3/8 $0.12
Fourth..................................... $27 1/4 $23 9/16 $0.12
1998:
First...................................... $33 7/8 $27 1/8 $0.13
Second..................................... $36 1/4 $26 13/16 $0.13
Third...................................... $27 3/16 $ 21 $0.13
Fourth..................................... $34 1/8 $25 5/16 $0.13
1999:
First...................................... $43 3/4 $34 1/4 $0.15
Second (May 3, 1999)....................... $44 5/8 $44 5/8 --
</TABLE>
On May 3, 1999, the Company declared a regular quarterly cash dividend of
$0.15 per Share, payable on June 30, 1999 to holders of record as of June 23,
1999. The dividend will not be payable with respect to Shares purchased
pursuant to the Offer.
On April 30, 1999, the last full day of trading prior to the announcement of
the Offer, the closing price of the Shares on the NYSE as reported on the
Composite Tape was $43 3/4 per Share. Stockholders are urged to obtain a
current market quotation for the Shares.
8. Certain Effects of the Offer.
As of March 26, 1999, the Company had issued and outstanding 228,165,712
Shares. The 15,000,000 Shares that the Company is offering to purchase
pursuant to the Offer represent approximately 6.6% of the Shares outstanding
as of that date. The Company does not believe that the purchase of Shares
pursuant to the Offer will result in delisting of the Shares on the NYSE or
termination of registration of the Shares under the Exchange Act.
12
<PAGE>
If the Company should decide to purchase any of its Shares in the future,
any such purchases may be on the same terms as, or on terms which are more or
less favorable to stockholders than, the terms of the Offer. Rule 13e-4 under
the Exchange Act, however, prohibits the Company and its affiliates from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date.
The Trust, Leslie H. Wexner, Chairman, President and Chief Executive Officer
of the Company, certain members of Mr. Wexner's immediate family and certain
affiliated entities currently beneficially own in the aggregate approximately
25.8% of the outstanding Shares. Pursuant to the Rescission Agreement, they
have agreed not to tender any such Shares in the Offer. See Section 11.
Assuming the purchase of 15,000,000 Shares by the Company pursuant to the
Offer, the Trust, Mr. Wexner, certain members of his immediate family and
certain affiliated entities would beneficially own approximately 27.5% of the
outstanding Shares.
The Company currently intends to cancel and retire Shares purchased pursuant
to the Offer. Such Shares will return to the status of authorized and unissued
Shares.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the repurchase of Shares pursuant to the Offer, the Shares will
continue to be margin securities for purposes of the Federal Reserve Board's
margin regulations.
Schedule A hereto describes transactions effected by the Company or by
individuals who are directors or executive officers of the Company during the
40 business days prior to the date hereof.
Neither the Company nor the Board of Directors makes any recommendation to
any stockholder whether to tender some or all Shares. Leslie H. Wexner,
Chairman, President and Chief Executive Officer of the Company, his immediate
family members and affiliated entities to have agreed not to tender any Shares
pursuant to the Offer. See Section 11. The Company has been advised that its
other directors and executive officers have not determined whether to tender
their Shares pursuant to the Offer. Stockholders must make their own decisions
whether to tender Shares and, if so, how many Shares to tender.
Shares tendered in the Offer will not be entitled to receive the dividend of
$0.15 per Share declared on May 3, 1999 to stockholders of record on June 23,
1999, nor will they be entitled to participate in the Limited Too spinoff,
described above in "Background and Purpose of the Offer".
9. Source and Amount of Funds.
Assuming that the Company purchases 15,000,000 Shares pursuant to the Offer
at a price of $55.00 per Share, the Company estimates that the total amount
required by the Company to purchase such Shares and pay related fees and
expenses will be approximately $830 million. The Company expects to pay for
the Shares purchased pursuant to the Offer with the approximately $352 million
in funds made available by the rescission of the Contingent Stock Redemption
Agreement and with other available funds. At April 3, 1999, the Company's
other cash, cash equivalents and temporary investments, net of commercial
paper borrowings, aggregated approximately $661 million.
10. Certain Information Concerning the Company.
The Company is principally engaged in the purchase, distribution and sale of
women's, men's and children's apparel, women's intimate apparel, personal care
products and a wide variety of sporting goods. The Company operates an
integrated distribution system which supports the Company's retail activities.
These activities are conducted under various trade names primarily through the
retail stores and catalogue business of the Company. Merchandise is targeted
to appeal to customers in various market segments that have distinctive
consumer characteristics.
13
<PAGE>
As of January 30, 1999, the Company conducted its business in two primary
segments: (1) the Apparel segment, which derives its revenues from sales of
women's, men's and children's apparel; and (2) Intimate Brands, Inc. (a
corporation in which the Company holds an 84.5% interest) which derives its
revenues from sales of women's intimate and other apparel, and personal care
products and accessories. At April 3, 1999, either directly or through its
subsidiaries, the Company operated approximately 5,360 stores in the United
States under a variety of brand names, including "Limited", "Express", "Henri
Bendel", "Victoria's Secret", "Lerner New York", "Lane Bryant", "Structure",
"Limited Too", "Bath & Body Works" and "Galyan's Trading Co."
The Company was reincorporated under the laws of the State of Delaware in
1982, and its principal executive offices are located at Three Limited
Parkway, P.O. Box 16000, Columbus, Ohio 43230. The Company's telephone number
is (614) 415-7000.
Summary Historical Financial Information. Set forth below is certain
consolidated historical financial information of the Company and its
subsidiaries. The historical financial information (other than the ratios of
earnings to fixed charges) was derived from the audited consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year
ended January 30, 1999 (the "Company's 1998 Annual Report"), and other
information and data contained in the Company's 1998 Annual Report. More
comprehensive financial information is included in such reports and the
financial information which follows is qualified in its entirety by reference
to such reports and all of the financial statements and related notes
contained therein, copies of which may be obtained as set forth below under
"Additional Information About the Company".
THE LIMITED, INC. AND SUBSIDIARIES
Summary Historical Financial Information
(In thousands, except per share data and financial ratios)
<TABLE>
<CAPTION>
Year Ended
------------------------
January January
30, 1999 31, 1998
---------- ----------
<S> <C> <C>
Condensed Consolidated
Statements of Income:
Net sales................. $9,346,911 $9,188,804
Operating income.......... 2,437,473(4) 480,099(5)
Net income................ 2,053,646(6) 217,390(7)
Net income per share:
Basic................... 8.52 0.80
Diluted................. 8.32(6) 0.79(7)
Weighted average number of
shares outstanding:
Basic................... 240,907 271,898
Diluted................. 246,319 274,483
Ratio of earnings to fixed
charges (1).............. 8.99(6) 2.44(7)
Condensed Consolidated
Balance Sheets:
Assets
Total current assets.... $2,318,184 $2,031,151
Total assets............ 4,549,708 4,300,761
Total assets less
intangible assets (2).. 4,331,896 4,172,381
Liabilities and
Shareholders' Equity
Total current
liabilities............ $1,247,935 $1,093,412
Long-term debt.......... 550,000 650,000
Total liabilities....... 2,316,405 2,255,804
Shareholders' equity.... 2,233,303 2,044,957
Book value per share
outstanding (3)........ 9.86 7.50
Shares outstanding at
end of period.......... 226,572 272,800
</TABLE>
14
<PAGE>
- --------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
earnings consists of pretax income excluding minority interests plus fixed
charges consisting of interest and the portion of minimum rent considered
representative of interest.
(2) Intangible assets include: unamortized catalogue costs, goodwill,
trademarks and non-compete agreements.
(3) Book value per share outstanding is based upon actual shares outstanding
net of shares held in treasury and does not include the dilutive effect of
stock options and restricted stock.
(4) 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.
(5) Includes $213 million in special and nonrecurring charges comprised of the
following:
. $68 million in charges for the closing of the 118-store Cacique business
effective January 31, 1998.
. $82 million in charges related to streamlining the Henri Bendel
business.
. $86 million of impaired asset charges, related principally to the
women's apparel businesses.
. A $28 million provision for closing and downsizing oversized stores and
a $12 million write-down to net realizable value of a real estate
investment previously acquired in connection with closing and downsizing
certain stores.
. These charges were partially offset by a third quarter net gain of $62.8
million related principally to the Company's sale of approximately one-
half of its investment in Brylane.
In addition, the Company recognized a $13 million cost of sales charge for
inventory liquidation at Henri Bendel.
(6) Includes special and nonrecurring items of $1.740 billion (see 4 above)
and includes A&F results through the date of the split-off. Excluding
these items and adjusting for the A&F split-off as if it had occurred in
the beginning of 1998, net income would have been $342.3 million, net
income per share would have been $1.46, and the ratio of earnings to fixed
charges would have been 3.29.
(7) Includes special and nonrecurring items of $213 million and a $13 million
cost of sales charge for inventory liquidation (see 5 above) and an $8.6
million gain in connection with the Brylane initial public offering.
Excluding these items and adjusting for the A&F split-off as if it had
occurred at the beginning of 1997, net income would have been $298.4
million, net income per share would have been $1.31, and the ratio of
earnings to fixed charges would have been 3.07.
Recent Developments
The Company announced on May 3, 1999 that it expects to report April total
sales of $639.9 million, an increase in comparable store sales of 5% and first
quarter earnings per Share of $.14, an increase of 56% over an adjusted $.09
per Share in 1998. This represents a significant increase over the current
Wall Street consensus estimate of $.10 per Share, and is primarily the result
of strong first quarter performances at the Express, Lerner New York, Lane
Bryant and Limited Too brands, as well as at Intimate Brands.
Additionally, the Company announced on May 3, 1999 that, due to the momentum
in its apparel brands, it expects to exceed the current second quarter Wall
Street consensus estimate of $.15 per share by $.03.
15
<PAGE>
Pro Forma Financial Information
Set forth below is certain unaudited pro forma consolidated financial
information of the Company and its subsidiaries based on historical
information which has been adjusted to reflect (i) the consummation of the
Limited Too spinoff and the related transactions described in the Notes to
Summary Unaudited Pro Forma Financial Information and (ii) the purchase of
15,000,000 Shares at an assumed price of $55.00 per Share pursuant to the
Offer and the related transactions described in the Notes to Summary Unaudited
Pro Forma Financial Information. In addition, such information reflects the
reclassification of approximately $352 million of restricted cash as a result
of the rescission of the Contingent Stock Redemption Agreement. The Summary
Unaudited Pro Forma Consolidated Statement of Income gives effect to the above
transactions as if they occurred on February 1, 1998 and the Summary Unaudited
Pro Forma Consolidated Balance Sheet gives effect to the transactions as if
they occurred on January 30, 1999. The assumptions on which the pro forma
financial information is based are further described in the Notes to Summary
Unaudited Pro Forma Financial Information. Management of the Company believes
that the assumptions used provide a reasonable basis on which to present the
Summary Unaudited Pro Forma Financial Statements. The pro forma financial
information does not purport to be indicative of the results which would
actually have been achieved if the Offer and the Limited Too spinoff and
related transactions had been completed as of such dates or which may be
achieved in the future. The pro forma financial information should be read in
conjunction with the accompanying notes thereto and the consolidated financial
statements and related notes set forth in the Company's 1998 Annual Report, as
well as the summary historical financial information set forth above.
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 Limited Limited Too Year Ended
January 30, Too Transaction Tender January 30,
1999 Spinoff Subtotal Costs Offer 1999
----------- --------- ---------- ----------- -------- -----------
<S> <C> <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 $(10,000)(a) 1,730,030
----------- --------- ---------- -------- -----------
Operating income........ 2,437,473 28,456 2,409,017 (10,000) 2,399,017
Interest expense....... (68,528) (68,528) $ (3,500)(c) (72,028)
Other income, net...... 59,265 59,265 (27,000)(d) 32,265
Minority interest ..... (64,564) (64,564) (64,564)
----------- --------- ---------- -------- -------- -----------
Income before income
taxes.................. 2,363,646 28,456 2,335,190 (10,000) (30,500) 2,294,690
Provision for income
taxes.................. (310,000) (11,400) (298,600) 4,000 (b) 12,200 (e) (282,400)
----------- --------- ---------- -------- -------- -----------
Net income (1).......... $ 2,053,646 (3) $ 17,056 $2,036,590 $ (6,000) $(18,300) $ 2,012,290 (g)
=========== ========= ========== ======== ======== ===========
Net income per share:
Basic.................. $ 8.52 $ 8.91
=========== ===========
Diluted................ $ 8.32 (3) $ 8.68 (g)
=========== ===========
Weighted average number
of shares outstanding:
Basic.................. 240,907 240,907 (15,000)(f) 225,907
=========== ========== ======== ===========
Diluted................ 246,319 246,319 (15,000)(f) 231,319
=========== ========== ======== ===========
Ratio of earnings to
fixed charges (2)...... 8.99 (3) 9.08 (g)
=========== ===========
</TABLE>
- --------
(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 consists of pre-tax income excluding minority interests plus
fixed charges consisting of interest and the portion of minimum rent
considered representative of interest.
(3) Includes special and nonrecurring items of $1.740 billion (see 1 above)
and includes A&F results through the date of the split-off. Excluding
these items and adjusting for the A&F split-off as if it had occurred at
the beginning of 1998, net income would have been $342.4 million, net
income per share would have been $1.46, and the ratio of earnings to fixed
charges would have been $3.29.
The accompanying notes are an integral part of the Summary Unaudited Pro
Forma Consolidated Financial Statements.
16
<PAGE>
THE LIMITED, INC. AND SUBSIDIARIES
Summary Unaudited Pro Forma Consolidated Balance Sheet
(In thousands, except per share data)
<TABLE>
<CAPTION>
Limited Too
Transactions Limited Too Pro Forma
January 30, --------------------- Transaction Tender January 30,
1999 Debt Spinoff(b) Subtotal Costs Offer 1999
----------- ------- ---------- ---------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Current assets
Cash and equivalents... $ 870,317 $50,000(a) $ 987 $ 919,330 $(10,000)(c) $ 351,600 (d) $ 429,930
(825,000)(e)
(6,000)(f)
Accounts receivable.... 77,715 1,440 76,275 76,275
Inventories............ 1,119,670 27,565 1,092,105 1,092,105
Store supplies......... 98,797 5,237 93,560 93,560
Other.................. 151,685 582 151,103 151,103
---------- ------- ------- ---------- -------- --------- ----------
Total current assets.... 2,318,184 50,000 35,811 2,332,373 (10,000) (479,400) 1,842,973
Property and equipment,
net.................... 1,361,761 44,894 1,316,867 1,316,867
Restricted cash......... 351,600 351,600 (351,600)(d) --
Deferred income taxes... 48,782 6,313 42,469 42,469
Other assets............ 469,381 1,250 1,250 469,381 469,381
---------- ------- ------- ---------- -------- --------- ----------
Total Assets............ $4,549,708 $51,250 $88,268 $4,512,690 $(10,000) $(831,000) $3,671,690(1)
========== ======= ======= ========== ======== ========= ==========
Liabilities and
Shareholders' Equity
Current liabilities
Accounts payable....... $ 289,947 $ 3,108 $ 286,839 $ 286,839
Current portion of
long-term debt........ 100,000 100,000 100,000
Borrowings under
revolving credit
agreement............. -- 1,250 1,250 -- --
Accrued expenses....... 681,515 22,377 659,138 659,138
Income taxes........... 176,473 8,932 167,541 167,541
---------- ------- ------- ---------- ----------
Total current
liabilities............ 1,247,935 1,250 35,667 1,213,518 1,213,518
Long-term debt.......... 550,000 50,000(a) 50,000 550,000 550,000
Other long-term
liabilities............ 56,010 1,501 54,509 54,509
Minority interest....... 110,860 110,860 110,860
Contingent stock
redemption agreement... 351,600 351,600 (351,600)(d) --
Total shareholders'
equity................. 2,233,303 1,100 2,232,203 (10,000)(c) 351,600 (d) 1,742,803
(825,000)(e)
(6,000)(f)
---------- ------- ------- ---------- -------- --------- ----------
Total Liabilities and
Shareholders' Equity... $4,549,708 $51,250 $88,268 $4,512,690 $(10,000) $(831,000) $3,671,690
========== ======= ======= ========== ======== ========= ==========
Shares outstanding at
end of period.......... 226,572 226,572 (15,000)(g) 211,572
Book value per share
outstanding (2)........ $ 9.86 $ 8.24
</TABLE>
- --------
(1) Total assets less intangible assets on a pro forma basis are $3,453,878.
(2) Book value per share outstanding is based upon actual shares outstanding
net of shares held in treasury and does not include the dilutive effect of
stock options and restricted stock.
The accompanying notes are an integral part of the Summary Unaudited Pro
Forma Consolidated Financial Statements.
17
<PAGE>
NOTES TO SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION
1. Basis of Presentation
The following summary of pro forma adjustments is based on available
information and various estimates and assumptions. Management of the Company
believes that these assumptions provide a reasonable basis for presenting all
of the significant effects of the following transactions and events and that
the pro forma adjustments give appropriate effect to those assumptions and are
properly applied in the unaudited pro forma consolidated financial statements.
The summary unaudited pro forma financial information gives effect to the
transactions described below:
. Limited Too's financing proceeds of approximately $51 million, which
will be used to pay a dividend of $50 million to the Company and $1.25
million in financing fees to the lenders, and the spinoff of Limited Too
to the stockholders of the Company (together, the "Limited Too
Transactions").
. The purchase of 15,000,000 Shares of the Company at an assumed price of
$55 per Share for a total of $825 million.
. The rescission of the Contingent Stock Redemption Agreement, resulting
in a reclassification of restricted cash of $351.6 million to general
cash and reclassification of temporary equity (the caption "Contingent
stock redemption agreement" in the balance sheet) to permanent equity.
The historical information has been adjusted to give effect to the above
transactions and assumptions to the extent not reflected in the historical
financial statements. The Summary Unaudited Pro Forma Consolidated Statement
of Income gives effect to the above transactions as if they occurred on
February 1, 1998 and the Summary Unaudited Pro Forma Consolidated Balance
Sheet gives effect to the transactions as if they occurred on January 30,
1999.
2. Pro Forma Consolidated Statement of Income
(a) To reflect estimated transaction costs incurred in connection with the
spinoff of Limited Too.
(b) To reflect the tax effect of the transaction costs at an estimated
effective tax rate of 40%.
(c) To reflect estimated interest expense on additional short-term
borrowings the Company would have incurred in 1998 if the Offer had been
completed on February 1, 1998. Estimated interest expense was calculated using
a borrowing rate of 5.6% based upon rates available to the Company during the
period. A 1/2 percentage point change in the borrowing rate would change
interest by approximately $300,000.
(d) To eliminate approximately $18.3 million interest income earned on
restricted cash of $351.6 million, set aside for the Contingent Stock
Redemption Agreement, and approximately $8.7 million interest income, at an
investment rate of 4.8%, on general cash. A 1/2 percentage point change in the
investment rate would change interest income by approximately $900,000. The
cash from the Contingent Stock Redemption Agreement and general cash is
assumed to be used to partially fund the Offer.
(e) To reflect the tax effect of the pro forma interest adjustments at an
estimated effective tax rate of 40%.
(f) To reflect the assumed number of shares purchased.
(g) Includes special and nonrecurring items of $1.740 billion and includes
A&F results through the date of the split-off. Excluding these items and
adjusting for the A&F split-off as if it had occurred at the beginning of
1998, pro forma net income would have been $301 million, net income per share
would have been $1.37, and the ratio of earnings to fixed charges would have
been 3.10.
3. Pro Forma Consolidated Balance Sheet
(a) To reflect approximately $51 million of debt expected to be incurred by
Limited Too 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.
18
<PAGE>
(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, 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.
(c) To reflect estimated transaction costs paid in connection with the
spinoff of Limited Too.
(d) To reflect the rescission of the Contingent Stock Redemption Agreement,
resulting in a reclassification of restricted cash to general cash and
reclassification of temporary equity (the caption "Contingent stock redemption
agreement" in the balance sheet) to permanent equity, making available
restricted cash of $351.6 million.
(e) To reflect the use of cash to purchase Shares under the Offer.
(f) To reflect estimated transaction costs paid in connection with the
Offer.
(g) To reflect the assumed number of Shares purchased.
19
<PAGE>
Plans and Proposals. Except as disclosed in this Offer to Purchase, the
Company has no other agreements or understandings as to either divestitures or
acquisitions that would be material to the Company and does not have any plans
or proposals which related to or would result in: (a) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend policy, indebtedness or capitalization of the Company; (f) any other
material change in the Company's corporate structure or business; (g) any
change in the Company's Certificate of Incorporation or By-Laws or any actions
which may impede the acquisition of control of the Company by any person; (h)
a class of equity security of the Company being terminated from quotation on
the NYSE; (i) a class of equity security of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (j) the suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
Additional Information About the Company. The Company's 1998 Annual Report
and its Proxy Statement with respect to its 1998 annual meeting have been
filed with the Commission. Copies of such documents may be obtained from
Investor Relations at The Limited, Inc., Three Limited Parkway, Columbus, Ohio
43230, telephone (614) 415-6400.
The Company is subject to the informational filing requirements of the
Exchange Act, and in accordance therewith is obligated to file reports and
other information with the Commission relating to its business, financial
statements and other matters. Certain information as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is filed
with the Commission. Such reports, as well as such other material, may be
inspected and copies obtained at prescribed rates at the Commission's public
reference facilities at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549; 7 World Trade Center, 13th Floor, New York, New York 10048; and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company has also
filed with the Commission a statement on Schedule 13E-4 that contains
additional information with respect to the Offer. Such Schedule and certain
amendments thereto may be examined and copies may be obtained at the same
places and in the same manner as set forth above (except that such Schedule
may not be available in the regional offices of the Commission). In addition,
material filed by the Company may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
Safe Harbor Statement Under The Private Securities Litigation Reform Act Of
1995: All forward-looking statements made by the Company (including, without
limitation, in Section 10 hereof) involve material risks and uncertainties and
are subject to change based on various important factors which may be beyond
the Company's control. Accordingly, the Company's future performance and
financial results may differ materially from those expressed or implied in any
such forward-looking statements. Such factors include, but are not limited to,
those described herein and in the Company's filings with the Commission. The
Company does not undertake to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.
11. Transactions and Agreements Concerning the Shares.
Except with respect to the Rescission Agreement (described below) and except
as set forth in Schedule A hereto, neither the Company nor, to its knowledge,
any of its subsidiaries, executive officers or directors or any associate of
any such officer or director has engaged in any transactions involving the
Shares during the 40 business days preceding the date hereof. Except with
respect to the Rescission Agreement, neither the Company nor, to its
knowledge, any of its executive officers or directors is a party to any
contract, arrangement, understanding or relationship relating directly or
indirectly to the Offer with any other person with respect to the Shares.
20
<PAGE>
Rescission of the Contingent Stock Redemption Agreement.
For the reasons outlined above under "Background and Purpose of the Offer",
on May 3, 1999, the Company entered into an agreement with Mr. Wexner and the
Trust (the "Rescission Agreement") rescinding the Contingent Stock Redemption
Agreement, releasing the approximately $352 million of restricted funds
thereunder and enabling the Company to discontinue the credit support
arrangements relating to its obligations under the Contingent Stock Redemption
Agreement. Pursuant to the Rescission Agreement, Mr. Wexner, affiliated
entities and members of Mr. Wexner's immediate family have agreed not to
tender any Shares pursuant to the Offer and have represented that they have no
current plan or intention to sell or otherwise dispose of any Shares or stock
in Limited Too after the Limited Too spinoff.
12. Regulatory Approvals.
The Company is not aware of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the Company's acquisition or ownership of
Shares as contemplated by the Offer or of any license or regulatory permit
that appears to be material to its business that might be adversely affected
by its acquisition of Shares as contemplated in the Offer. Should any such
approval or other action be required, the Company currently contemplates that
it will seek such approval or other action. The Company cannot predict whether
it may determine that it is required to delay the acceptance of, or payment
for, Shares tendered pursuant to the Offer pending the outcome of any such
matter. There can be no assurance that any such approval or other action, if
needed, would be obtained or would be obtained without substantial conditions
or that the failure to obtain any such approval or other action might not
result in adverse consequences to the Company's business. The Company's
obligations under the Offer to accept for payment and pay for Shares are
subject to certain conditions. See Section 6.
13. Certain Federal Income Tax Consequences.
The following describes the material United States federal tax consequences
relevant to the Offer. This discussion is based upon the Internal Revenue Code
of 1986, as amended to the date hereof (the "Code"), existing and proposed
Treasury Regulations, administrative pronouncements and judicial decisions,
changes to which could materially affect the tax consequences described herein
and could be made on a retroactive basis.
This discussion deals only with Shares held as capital assets and does not
deal with all tax consequences that may be relevant to all categories of
holders (such as dealers in securities or commodities, insurance companies,
tax-exempt organizations or persons who hold Shares as a position in a
straddle). In particular, different rules may apply to Shares acquired as
compensation (including Shares acquired upon the exercise of options, the
vesting of restricted Shares or Shares held by the Trustee of the Company's
Savings and Retirement Plan). This discussion does not address the state,
local or foreign tax consequences of participating in the Offer. Holders of
Shares should consult their tax advisors as to the particular consequences to
them of participation in the Offer.
As used herein, a "Holder" means a beneficial holder of Shares that is a
citizen or resident of the United States, a corporation or a partnership
created or organized under the laws of the United States or any State thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
Non-Participation in the Offer. Holders of Shares who do not participate in
the Offer will not incur any tax liability as a result of the consummation of
the Offer.
Exchange of Shares Pursuant to the Offer. An exchange of Shares for cash
pursuant to the Offer will be a taxable transaction for United States federal
income tax purposes. A Holder who participates in the Offer will, depending on
such Holder's particular circumstances, be treated either as recognizing gain
or loss from the disposition of the Shares or as receiving a dividend
distribution from the Company.
21
<PAGE>
Under Section 302 of the Code, a Holder will recognize gain or loss on an
exchange of Shares for cash if the exchange (i) results in a "complete
termination" of all such Holder's equity interest in the Company, (ii) results
in a "substantially disproportionate" redemption with respect to such Holder
or (iii) is "not essentially equivalent to a dividend" with respect to the
Holder. In applying the Section 302 tests, a Holder must take account of stock
that such Holder constructively owns under attribution rules, pursuant to
which the Holder will be treated as owning stock of the Company owned by
certain family members (except that in the case of a "complete termination" a
Holder may, under certain circumstances, waive attribution from family
members) and related entities and stock of the Company that the Holder has the
right to acquire by exercise of an option. An exchange of Shares for cash will
be a substantially disproportionate redemption with respect to a Holder if the
percentage of the then outstanding Shares owned by such Holder immediately
after the exchange is less than 80% of the percentage of the Shares owned by
such Holder immediately before the exchange. If an exchange of Shares for cash
fails to satisfy the "substantially disproportionate" test, the Holder may
nonetheless satisfy the "not essentially equivalent to a dividend" test. An
exchange of Shares for cash will satisfy the "not essentially equivalent to a
dividend" test if it results in a "meaningful reduction" of the Holder's
equity interest in the Company. An exchange of Shares for cash that results in
a reduction of the proportionate equity interest in the Company of a Holder
whose relative equity interest in the Company is minimal (an interest of less
than one percent should satisfy this requirement) and who does not exercise
any control over or participate in the management of the Company's corporate
affairs should be treated as "not essentially equivalent to a dividend".
Holders should consult their tax advisors regarding the application of the
rules of Section 302 in their particular circumstances.
If a Holder is treated as recognizing gain or loss from the disposition of
the Shares for cash, such gain or loss will be equal to the difference between
the amount of cash received and such Holder's tax basis in the Shares
exchanged therefor. Any such gain or loss will be capital gain or loss and
will be long-term capital gain or loss if the holding period of the Shares
exceeds one year as of the date of the exchange.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss on an exchange of Shares for cash, the entire amount of cash received
by such Holder pursuant to the exchange will be treated as a dividend to the
extent of the Holder's allocable portion of the Company's current and
accumulated earnings and profits. Such a dividend will be includable in the
Holder's gross income as ordinary income in its entirety, without reduction
for the tax basis of the Shares exchanged, and no loss will be recognized. The
Holder's tax basis in the Shares exchanged, however, will be added to such
Holder's tax basis in the remaining Shares that it owns. To the extent that
cash received in exchange for Shares is treated as a dividend to a corporate
Holder, (i) it will be eligible for a dividends-received deduction (subject to
applicable limitations) and (ii) it will be subject to the "extraordinary
dividend" provisions of the Code. Corporate Holders should consult their tax
advisors concerning the availability of the dividends-received deduction and
the application of the "extraordinary dividend" provisions of the Code.
The Company cannot predict whether or the extent to which the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant
to the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a Holder can be given no assurance that a sufficient number of such
Holder's Shares will be purchased pursuant to the Offer to ensure that such
purchase will be treated as a sale or exchange, rather than as a dividend, for
federal income tax purposes pursuant to the rules discussed above.
See Section 3 with respect to the application of federal income tax
withholding and backup withholding.
14. Extension of Tender Period; Termination; Amendments.
The Company expressly reserves the right, in its sole discretion and
regardless of whether any of the conditions specified in Section 6 shall have
been satisfied, at any time or from time to time, to (i) extend the period of
time during which the Offer is open by giving oral followed by written notice
of such extension to the Depositary or (ii) amend the Offer in any respect by
making a public announcement of such amendment. During any such extension, all
Shares previously tendered and not purchased or withdrawn will remain subject
to the
22
<PAGE>
Offer, except to the extent that such Shares may be withdrawn as set forth in
Section 4. The Company also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of
the conditions specified in Section 6 hereof by giving oral or written notice
of such termination or postponement to the Depositary and making a public
announcement thereof. The Company's reservation of the right to delay payment
for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5)
promulgated under the Exchange Act, which requires that the Company must pay
the consideration offered or return the Shares tendered promptly after
termination or withdrawal of a tender offer. Subject to compliance with
applicable law, the Company further reserves the right, in its sole
discretion, to amend the Offer in any respect. Amendments to the Offer may be
made at any time or from time to time effected by public announcement thereof,
such announcement, in the case of an extension, to be issued no later than
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. Any public announcement made pursuant to the Offer
will be disseminated promptly to stockholders in a manner reasonably designed
to inform stockholders of such change. Without limiting the manner in which
the Company may choose to make a public announcement, except as required by
applicable law, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a
release to the Dow Jones News Service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, the Company will extend the Offer to the extent required
by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. These
rules provide that the minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning
the offer (other than a change in price, change in the dealer's soliciting fee
or a change in percentage of securities sought) will depend on the facts and
circumstances, including the relative materiality of such terms or
information. If (i) the Company increases or decreases the consideration
offered for Shares pursuant to the Offer or the amount of the dealer's
soliciting fee or the Company increases the number of Shares being sought by
an amount exceeding 2% of the outstanding Shares, or the Company decreases the
number of Shares being sought and (ii) the Offer is scheduled to expire at any
time earlier than the expiration of a period ending on the tenth business day
from, and including, the date that notice of such increase or decrease is
first published, sent or given, the Offer will be extended until the
expiration of such period of ten business days.
15. Fees.
Other than as described below, no fees will be paid to brokers, dealers or
others by the Company in connection with the Offer.
Dealer Managers. Lazard and J.P. Morgan have been retained by the Company to
act as Dealer Managers in connection with the Offer. Lazard will receive a fee
of $750,000 and J.P. Morgan will receive a fee of $600,000 for their services
as Dealer Managers. Lazard and J.P. Morgan will also be reimbursed by the
Company for their out-of-pocket expenses, including attorneys' fees, and will
be indemnified against certain liabilities, including liabilities under the
federal securities laws, in connection with the Offer. Lazard and J.P. Morgan
have from time to time provided investment banking services to the Company and
have received customary fees. Among other things, Lazard has acted as co-lead
manager of the Company's initial public offering in 1995 of a 17% interest in
Intimate Brands (the "IBI IPO"), as co-dealer manager of the Company's 1996
self-tender, as co-lead manager of the Company's initial public offering in
1996 of 16% of the common stock of A&F (the "A&F IPO"), as advisor to the
Company in connection with the proposed transaction involving the Company's
Galyan's Trading Co. business referred to above, and has provided advice with
regard to the Contingent Stock Redemption Agreement. Lazard has received, or
will receive, customary compensation for these matters. J.P. Morgan is
currently acting as financial advisor to the Company in connection with the
Limited Too spinoff, has acted as co-manager of the 1997 initial public
offering of Brylane, the IBI IPO and the A&F IPO and has historically provided
credit facility services to the Company. J.P. Morgan has received, or will
receive, customary compensation for these matters. It is expected that both
Lazard and J.P. Morgan will continue to provide investment banking and
financial advisory services to the Company in the future.
23
<PAGE>
Depositary and Information Agent. The Company has retained D. F. King & Co.,
Inc. to act as Information Agent and First Chicago Trust Company of New York
to act as Depositary in connection with the Offer. The Information Agent may
contact holders of Shares by mail, telephone, telex, telegraph and personal
interviews and may request brokers, dealers and other nominee stockholders to
forward materials relating to the Offer to beneficial owners. The Information
Agent and the Depositary will each receive reasonable and customary
compensation for their respective services, will be reimbursed for certain
reasonable out-of-pocket expenses and will be indemnified against certain
liabilities and expenses in connection with the Offer, including liabilities
under the Federal securities laws. The Depositary has also rendered transfer
services to the Company in the past for which it has received customary
compensation, and can be expected to render similar services to the Company in
the future. The Information Agent may render information services to the
Company in the future. Neither the Depositary nor the Information Agent has
been retained to, or is authorized to, make recommendations in connection with
the Offer.
Brokers, dealers, commercial banks and trust companies will, upon request,
be reimbursed by the Company for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers.
16. Miscellaneous.
The Offer is not being made to, nor will the Company accept tenders from,
holders of Shares in any state of the United States or any foreign
jurisdiction in which the Offer or the acceptance thereof would not be in
compliance with the laws of such state or foreign jurisdiction. The Company is
not aware of any state or foreign jurisdiction the laws of which would
prohibit the Offer or such acceptance. In those jurisdictions whose laws
require the Offer to be made by a licensed broker or dealer, the Offer is
being made on behalf of the Company by the Dealer Managers or one or more
registered brokers or dealers licensed under laws of such jurisdictions.
24
<PAGE>
SCHEDULE A
TRANSACTIONS CONCERNING
THE SHARES OF
THE LIMITED, INC.
The following transactions were the only transactions effected during the 40
business day period preceding May 4, 1999 by the Company or by individuals who
are directors or executive officers of the Company:
On March 31, 1999, Arnold F. Kanarick, Executive Vice President and Chief
Human Resources Officer of the Company, sold 800 Shares at $39.50 per Share
and 6,800 Shares at $39.625 per Share in open market transactions.
A-1
<PAGE>
The Depositary will accept legible copies of the Letter of Transmittal,
which should be sent, together with certificates for the Shares tendered and
any other required documents, to the Depositary at one of its addresses below:
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Corporate Actions Dept. Corporate Actions Dept. Corporate Actions Dept.
Suite 4660--LTD c/o Securities Transfer and Reporting Suite 4680--LTD
P.O. Box 2569 Services, Inc. 14 Wall Street, 8th Floor
Jersey City, New Jersey 07303- 100 William Street, Galleria New York, New York 10005
2569
New York, New York 10038
</TABLE>
Please contact the Information Agent at the telephone numbers and address
below with any questions or requests for assistance or additional copies of
the Offer to Purchase and Letters of Transmittal and Notices of Guaranteed
Delivery.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495
(212) 269-5550 (Call Collect)
or
Call Toll-free (800) 829-6554
The Dealer Managers for the Offer are:
<TABLE>
<S> <C>
Lazard Freres & Co. llc J.P. Morgan & Co.
30 Rockefeller Plaza 60 Wall Street
New York, New York 10020 New York, New York 10260
(212) 632-6717 (800) 852-7881
</TABLE>
<PAGE>
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
THE LIMITED, INC.
Pursuant to its Offer to Purchase
dated May 4, 1999
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED.
To: First Chicago Trust Company of New York, Depositary
<TABLE>
<CAPTION>
By Mail: By Hand: By Overnight Delivery:
<S> <C> <C>
First Chicago Trust First Chicago Trust First Chicago Trust
Company of New York Company of New York Company of New York
Corporate Actions Dept. Corporate Actions Dept. Corporate Actions Dept.
Suite 4660--LTD c/o Securities Transfer and Reporting Services, Inc. Suite 4680--LTD
P.O. Box 2569 100 William Street, Galleria 14 Wall Street, 8th Floor
Jersey City, NJ 07303-2569 New York, NY 10038 New York, NY 10005
</TABLE>
Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery.
You should use this Letter of Transmittal only if you are either enclosing
certificates or are causing the Shares (as defined below) to be delivered by
book-entry transfer to the Depositary's account at The Depository Trust
Company ("DTC", which is hereinafter referred to as the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase.
If you cannot deliver your Shares and all other required documents to the
Depositary by the Expiration Date (as defined in the Offer to Purchase), you
must tender your Shares pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. See Instruction 2.
<PAGE>
DESCRIPTION OF SHARES TENDERED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s) Shares Tendered
(Please fill in, if blank) (Attach additional list if necessary)
- --------------------------------------------------------------------------------
Total Number
of Shares Number
Certificate Represented by of Shares
Number(s)* Certificate(s)* Tendered**
-------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Shares
- --------------------------------------------------------------------------------
</TABLE>
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s) ___________________________________________
Date of Execution of Notice of Guaranteed Delivery ____________________________
Name of Institution which Guaranteed Delivery _________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution _______________________________________________
Account No. _________________________________________________________________
Transaction Code No. ________________________________________________________
---------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to The Limited, Inc., a Delaware corporation
(the "Company"), the above-described shares of common stock, $.50 par value
per share (such shares, together with all other outstanding shares of common
stock of the Company, are herein referred to as the "Shares"), pursuant to the
Company's offer to purchase up to 15,000,000 Shares (or such larger number as
the Company may in its sole discretion, elect) at a price per Share
hereinafter set forth, 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"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith, the undersigned hereby sells, assigns and
transfers to or upon the order of the Company all right, title and interest in
and to all the Shares that are being tendered hereby and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(a) deliver certificates for such Shares, or transfer ownership of such Shares
on the account books maintained by the Book-Entry Transfer Facility, together,
in any such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, (b) present such Shares for
transfer and cancellation on the books of the Company and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, all in accordance with the terms of the Offer.
The undersigned understands that the Company will determine a single per
Share price (not greater than $55.00 nor less than $50.00 per Share) (the
"Purchase Price") that it will pay for Shares validly tendered and not
withdrawn pursuant to the Offer, after taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
undersigned understands that the Company will select the lowest Purchase Price
that will allow it to purchase 15,000,000 Shares (or such lesser number of
Shares as are validly tendered and not withdrawn at prices not greater than
$55.00 nor less than $50.00 per Share) pursuant to the Offer. The undersigned
understands that all stockholders whose Shares are purchased by the Company
will receive the Purchase Price for each Share purchased in the Offer.
The undersigned hereby represents and warrants that the undersigned has a
net long position in Shares at least equal to the number of Shares being
tendered and has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when the same are accepted for payment by
the Company, the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 or 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
the Company upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased (less the
amount of any federal income or backup withholding tax required to be
withheld), and return any Shares not tendered or not purchased, in the name(s)
of the undersigned (or, in the case of Shares tendered by book-entry transfer,
by credit to the account at the Book-Entry Transfer Facility designated
above). Similarly, unless otherwise indicated under "Special Delivery
Instructions", please mail the check for the purchase price of any Shares
purchased (less the amount of any federal income or backup withholding tax
required to be withheld) and any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any Shares
purchased (less the amount of any federal income or backup withholding tax
required to be withheld) and return any Shares not tendered or not purchased
in the name(s) of, and mail said check and any certificates to, the person(s)
so indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions", to transfer any Shares from
the name of the registered holder(s) thereof, if the Company does not accept
for payment any of the Shares so tendered.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
3
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
(See Instruction 5)
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES.
---------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[_]The undersigned wants to maximize the chance of having The Limited, Inc.
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action will result in receiving a price per Share of
as low as $50.00 or as high as $55.00.
-- OR --
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could
result in none of the Shares being purchased if the Purchase Price for the
Shares is less than the price checked. If the Purchase Price for the Shares
is equal to or greater than the price checked, then the Shares purchased by
the Company will be purchased at the Purchase Price. A stockholder who
desires to tender Shares at more than one price must complete a separate
Letter of Transmittal for each price at which Shares are tendered. The same
Shares cannot be tendered at more than one price (unless those Shares were
previously tendered and withdrawn).
Price (in dollars) per Share at which Shares are being tendered:
$50.000 [_] $51.000 [_] $52.000 [_] $53.000 [_] $54.000 [_]
$50.125 [_] $51.125 [_] $52.125 [_] $53.125 [_] $54.125 [_]
$50.250 [_] $51.250 [_] $52.250 [_] $53.250 [_] $54.250 [_]
$50.375 [_] $51.375 [_] $52.375 [_] $53.375 [_] $54.375 [_]
$50.500 [_] $51.500 [_] $52.500 [_] $53.500 [_] $54.500 [_]
$50.625 [_] $51.625 [_] $52.625 [_] $53.625 [_] $54.625 [_]
$50.750 [_] $51.750 [_] $52.750 [_] $53.750 [_] $54.750 [_]
$50.875 [_] $51.875 [_] $52.875 [_] $53.875 [_] $54.875 [_]
$55.000 [_]
<PAGE>
ODD LOTS
(See Instruction 6)
To be completed ONLY if Shares are being tendered by or
on behalf of a person owning beneficially, as of the
close of business on May 3, 1999, an aggregate of fewer
than 100 Shares.
The undersigned either (check one box):
[_]was the beneficial owner as of the close of business
on May 3, 1999, of an aggregate of fewer than 100
Shares, all of which are being tendered; or
[_]is a broker, dealer, commercial bank, trust company
or other nominee which
(a) is tendering, for the beneficial owners thereof,
Shares with respect to which it is the record
owner, and
(b) believes, based upon representations, made to it
by such beneficial owners, that each such person
was the beneficial owner as of the close of
business on May 3, 1999, of an aggregate of
fewer than 100 Shares and is tendering all of
such Shares.
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 4, 7, 8 and 9) (See Instructions 1, 7, 8 and 9)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares purchased (less the amount Shares purchased (less the amount
of any federal income and backup of any federal income and backup
withholding tax required to be withholding tax required to be
withheld) and certificates for withheld) and certificates for
Shares not tendered or not pur- Shares not tendered or not pur-
chased are to be issued in the chased are to be mailed to some-
name of someone other than the one other than the undersigned or
undersigned. to the undersigned at an address
other than that shown below the
Issue check and certificates to: undersigned's signature(s).
Name(s) __________________________ Deliver check and certificates
---------------------------------- to:
(Please Print)
Name _____________________________
Address __________________________ (Please Print)
__________________________________ Address __________________________
(Zip Code)
__________________________________
__________________________________ (Zip Code)
(Taxpayer Identification No.)
TENDER OF DIVIDEND REINVESTMENT PLAN SHARES
(See Instruction 14)
To be completed ONLY if the undersigned intends to tender Shares held in
the Company's Dividend Reinvestment Plan.
[_]By checking this space, I represent that I wish to tender Shares
held in my account under the Dividend Reinvestment Plan.
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks and brokerage houses) which is a participant
in the Securities Transfer Agents Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any
participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Shares) tendered herewith and such
holder(s) have not completed the box entitled "Special Payment Instructions"
on this Letter of Transmittal or (b) if such Shares are tendered for the
account of an Eligible Institution. See Instruction 7.
2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery
Procedure. You should use this Letter of Transmittal only if you are either
forwarding certificates herewith or causing the Shares to be delivered by
book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. In order for you to validly tender Shares, certificates for
all physically delivered Shares, or a confirmation of a book-entry transfer of
all Shares delivered electronically into the Depositary's account at the Book-
Entry Transfer Facility, as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required
by this Letter of Transmittal, must be received by the Depositary at one of
its addresses set forth on the front page of this Letter of Transmittal by the
Expiration Date (as defined in the Offer to Purchase).
If you cannot deliver your Shares and all other required documents to the
Depositary by the Expiration Date, you must tender your Shares pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company must be
received by the Depositary by the Expiration Date, and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-entry
transfer of all Shares delivered electronically into the Depositary's account
at the Book-Entry Transfer Facility, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three New York Stock Exchange, Inc. trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in Section 3
of the Offer to Purchase.
The method of delivery of all documents, including Share certificates, is at
your option and risk. If you choose to deliver the documents by mail, then
registered mail with return receipt requested, properly insured, is
recommended.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal
(or facsimile thereof), you waive any right to receive any notice of the
acceptance for payment of the Shares.
3. Inadequate Space. If the space provided in the box captioned "Description
of Shares Tendered" is inadequate, then you should list the certificate
numbers and/or the number of Shares on a separate signed schedule attached
hereto.
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If you wish to tender (offer to sell) fewer than all of the Shares
represented by any certificates that you deliver to the Depositary, fill in
the number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered". In such case, a new certificate for the remainder of the
Shares represented by the old certificate will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the
appropriate box on this Letter of Transmittal, as promptly as practicable
after the expiration or termination of the Offer. Unless you indicate
otherwise, all Shares represented by certificates delivered to the Depositary
will be deemed to have been tendered.
5. Indication of Price at Which Shares Are Being Tendered. In order to
validly tender by this Letter of Transmittal, you must either:
(a) check the box under "Shares Tendered at Price Determined by Dutch
Auction"; OR
(b) check the box indicating the price per Share at which you are
tendering Shares under "Shares Tendered at Price Determined by
Stockholder".
By checking the box under "Shares Tendered at Price Determined by Dutch
Auction" you agree to accept the Purchase Price resulting from the Dutch
auction tender process, which may be as low as $50.00 or as high as $55.00 per
Share. By checking a box under "Shares Tendered at Price Determined by
Stockholder", you acknowledge that doing so could result in none of the Shares
being purchased if the Purchase Price for the Shares is less than the price
that you checked.
You may only check one box. If you check more than one box or no boxes, then
you will not be deemed to have validly tendered your Shares. If you wish to
tender portions of your Share holdings at different prices, you must complete
a separate Letter of Transmittal for each price at which you wish to tender
each such portion of your Shares. You cannot tender the same Shares at more
than one price (unless you previously tendered and withdrew those Shares, as
provided in Section 4 of the Offer to Purchase).
<PAGE>
6. Odd Lots. As described in Section 2 of the Offer to Purchase, if the
Company purchases less than all Shares tendered and not withdrawn before the
Expiration Date, the Shares purchased first will consist of all Shares
tendered by any stockholder who owned beneficially, as of the close of
business on May 3, 1999, an aggregate of fewer than 100 Shares and who tenders
all of such Shares. Even if you otherwise qualify for the "odd lot"
preferential treatment, you will not receive such preferential treatment
unless you complete the box captioned "Odd Lots".
7. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the Purchase Price is to be made, or
Shares not tendered or not purchased are to be returned, in the name of any
person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Purchaser of the authority of such person so to act must be submitted.
8. Stock Transfer Taxes. Except as provided in this Instruction, the Company
will pay any stock transfer taxes with respect to the sale and transfer of any
Shares to it or its order pursuant to the Offer. If, however, payment of the
Purchase Price is to be made to, or Shares not tendered or not purchased are
to be returned in the name of, any person other than the registered holder(s),
or tendered Shares are registered in the name of a person other than the name
of the person(s) signing this Letter of Transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted.
9. Special Payment and Delivery Instructions. If the check for the Purchase
Price of any Shares purchased is to be issued and any Shares not tendered or
not purchased are to be returned, in the name of a person other than the
person(s) signing this Letter of Transmittal or if the check and any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed.
10. Federal Income Tax Withholding. Under the federal income tax laws, the
Depositary will be required to withhold 31% of the amount of any payments made
to certain stockholders pursuant to the Offer. In order to avoid such backup
withholding, each tendering stockholder must provide the Depositary with such
stockholder's correct taxpayer identification number by completing the
Substitute Form W-9 set forth above. In general, if a stockholder is an
individual, the taxpayer identification number is the social security number
of such individual. If the Depositary is not provided with the correct
taxpayer identification number, the stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service and payments that are made to
such stockholder pursuant to the Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Depositary that a foreign individual
qualifies as an exempt recipient, such stockholder must submit an IRS Form W-
8, signed under penalties of perjury, attesting to that individual's exempt
status. Such statements can be obtained from the Depositary. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9 (including how to obtain a taxpayer identification number
if you do not have one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 31% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of a person subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained.
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Unless the Company determines that a reduced rate of withholding is
applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because gross proceeds paid pursuant to the Offer are effectively
connected with the conduct of a trade or business within the United States,
the Company will be required to withhold federal income tax at a rate of 30%
from such gross proceeds paid to a foreign stockholder or his agent. For this
purpose, a foreign stockholder is any stockholder that is not (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States, or (iii) any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source. The Company will determine the applicable
rate of withholding by reference to a stockholder's address, except if facts
and circumstances indicate such reliance is not warranted or if applicable law
(for example, an applicable tax treaty or Treasury regulations thereunder)
requires some other method for determining a stockholder's residence. A
foreign stockholder may be eligible to file for a refund of such tax or a
portion of such tax if such stockholder meets the "complete redemption",
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests described in the Offer to Purchase under the caption "The Offer--13.
Certain Federal Income Tax Consequences" or if such stockholder is entitled to
a reduced rate of withholding pursuant to a treaty and the Company withheld at
a higher rate. In order to claim an exemption from withholding on the grounds
that gross proceeds paid pursuant to the Offer are effectively connected with
the conduct of a trade or business within the United States, a foreign
stockholder must deliver to the Depositary a properly executed Form 4224
claiming exemption. Such Forms can be obtained from the Information Agent.
Foreign stockholders are urged to consult their own tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and the refund procedure.
11. Irregularities. All questions as to Purchase Price, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares will be determined by the
Company in its sole discretion, which determinations shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Shares it determines not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, the Dealer Managers,
the Depositary, the Information Agent (as the foregoing are defined in the
Offer to Purchase) or any other person is or will be obligated to give notice
of any defects or irregularities in tenders and none of them will incur any
liability for failure to give any such notice.
12. Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal should be directed to the Information Agent and the Dealer
Managers at their respective addresses and telephone numbers set forth below.
13. Stock Option Plans. If you hold vested options in the Stock Option
Plans, then you may exercise such vested options as indicated in the
instructions sent to you by paying the cash exercise price and receiving
Shares which you may then tender by following the instructions set forth in
the Offer to Purchase and this Letter of Transmittal. You must exercise your
options by May 24, 1999 in order to obtain Shares to tender by the Expiration
Date.
14. Dividend Reinvestment Plan. You may tender Shares that you hold in the
Company's Dividend Reinvestment Plan by checking the appropriate space in the
box captioned "Tender of Dividend Reinvestment Plan Shares" on this Letter of
Transmittal and indicating the number of Dividend Reinvestment Plan Shares
tendered. See Section 3 of the Offer to Purchase for a further explanation of
the procedures for tendering Dividend Reinvestment Plan Shares.
IF YOU PARTICIPATE IN THE SAVINGS AND RETIREMENT PLAN OR THE STOCK PURCHASE
PLAN, YOU MUST NOT USE THIS LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE
SHARES ATTRIBUTABLE TO YOUR ACCOUNT. INSTEAD, YOU MUST USE THE "TENDER
INSTRUCTION FORMS" SENT TO YOU. IF YOU PARTICIPATE IN THE SAVINGS AND
RETIREMENT PLAN OR THE STOCK PURCHASE PLAN YOU SHOULD READ THE SEPARATE
"TENDER INSTRUCTION FORMS" AND RELATED MATERIALS CAREFULLY.
<PAGE>
SIGN HERE
(Please Complete Substitute Form W-9 below)
____________________________________________________________
____________________________________________________________
Signature(s) of Owner(s)
Name(s) ____________________________________________________
(Please Print)
____________________________________________________________
Capacity (full title) ______________________________________
Address ____________________________________________________
____________________________________________________________
____________________________________________________________
(Zip Code)
Daytime Area Code and Telephone Number _____________________
Dated ______________________________________________________
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or on a security position
listing or by persons(s) authorized to become registered
holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer
of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and
see Instruction 7.)
Guarantee of Signature(s), if required (See Instructions 1
and 7)
Name of Firm _______________________________________________
Authorized Signature _______________________________________
Dated ______________________________________________________
<PAGE>
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Part I--Taxpayer Identification No.--For All Accounts
SUBSTITUTE -------------------
Form W-9 Enter your tax-
payer identifica-
tion number in the [ ]
Department of appropriate box. Social Security Number
the Treasury For most individu-
Internal als and sole pro-
Revenue prietors, this is
Service your social secu- OR
rity number. For
Payer's Request other entities, it [ ]
for Taxpayer is your Employer Employer Identification
Identification Number Identification Number
Number. If you do Part II--For Payees Exempt
not have a number, From Backup Withholding
see How to Obtain (see enclosed Guidelines)
a TIN in the en-
closed Guidelines.
Note: If the
account is in more
than one name, see
the chart on page
2 of enclosed
Guidelines to
determine which
number to give.
- ------------------------------------------------------------------------------------------------------------------
Certification.--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to
be issued to me), and either (a) I have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service Center or Social Security Administration
office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within (60) days, 20% of all reportable payments made to me
thereafter will be withheld until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding; and
(3) Any information provided in this form is true, correct and complete.
- ------------------------------------------------------------------------------------------------------------------
SIGNATURE ____________________________ DATE _________________
- ------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
</TABLE>
<PAGE>
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
or
Call Toll-Free (800) 829-6554
The Dealer Managers for the Offer are:
Lazard Freres & Co. llc J.P. Morgan & Co.
30 Rockefeller Plaza 60 Wall Street
New York, New York 10020 New York, New York 10260
(212) 632-6717 (800) 852-7881
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
How to Obtain a Taxpayer Identification Number.--If you do not have a
taxpayer identification number or don't know your number, apply for one
immediately. To apply, obtain FORM SS-5, Application for a Social Security Card
(for individuals), from your local office of the Social Security
Administration, or FORM SS-4, Application for Employer Identification Number
(for businesses and all other entities), from your local IRS office.
Payees and Payments Exempt From Backup Withholding.--Payees specifically
exempted from backup withholding on ALL payments include the following:
(1) A corporation.
(2) An organization exempt from tax under Section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of it political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
(9) A real estate investment trust.
(10) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(11) A common trust fund operated by a bank under section 584(a).
(12) A financial institution.
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
. Payments to nonresident aliens subject to withholding under section
1441.
. Payments to partnerships not engaged in trade or business in the U.S.
and that have at least one nonresident partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest generally not subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N, and their regulations
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE
THE FORM AND RETURN IT TO THE PAYER.
1
<PAGE>
Penalties
Failure to Furnish Taxpayer Identification Number.--If you fail to furnish
your correct taxpayer identification number to a requester, you are subject to
a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Privacy Act Notice.--Section 6109 requires most recipients of dividends,
interest, or other payments to furnish their correct taxpayer identification
number to persons who must file information returns with the IRS. The IRS uses
the numbers for identification purposes and to help verify the accuracy of
your tax return. You must provide your taxpayer identification number whether
or not you are required to file a tax return. Payers must generally withhold
31% of taxable who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
- -------------------------------------------------------------------------------
What Name and Number to Give the
Requester
<TABLE>
<CAPTION>
FOR THIS TYPE OF GIVE THE NAME AND SOCIAL
ACCOUNT: SECURITY NUMBER OF:
<S> <C>
1. Individual The individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first
individual on the
account/1/
3. Custodian account of The minor/2/
a minor (Uniform Gift
to Minors Act)
4. a. The usual The grantor-trustee/1/
revocable savings
trust (grantor is
also trustee)
b. So-called trust The actual owner/1/
account that
is not a legal or
valid trust under
state law
5. Sole proprietorship The owner/3/
</TABLE>
For Additional Information Contact
Tax Consultant or the Internal
Revenue Service
<TABLE>
<CAPTION>
FOR THIS TYPE OF GIVE THE NAME AND SOCIAL
ACCOUNT: SECURITY NUMBER OF:
<S> <C>
6. Sole proprietorship The owner/3/
7. A valid trust, Legal entity/4/
estate or pension
trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or
other tax-exempt
organization
10. Partnership The partnership
11. A broker or The broker or nominee
registered nominee
12. Account with the The public entity
Department
of Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agriculture program
payment
</TABLE>
- -------------------------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish.
2. Circle the minor's name and furnish the minor's social security number.
3. You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
employer identification number.
4. List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
2
<PAGE>
EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
(Not To Be Used For Signature Guarantee)
To Tender Shares of Common Stock of
THE LIMITED, INC.
Pursuant to its Offer to Purchase dated May 4, 1999
The attached form, or a form substantially equivalent to the attached form,
must be used to accept the Offer (as defined below) if certificates for shares
of Common Stock of The Limited, Inc. and all other documents required by the
Letter of Transmittal cannot be delivered to the Depositary by the expiration
of the Offer. Such form may be delivered by hand, facsimile transmission, or
mail to the Depositary. See Section 3 of the Offer to Purchase.
To: First Chicago Trust Company of New York, Depositary
<TABLE>
<CAPTION>
By Mail: By Hand: Facsimile Transmission: By Overnight Delivery:
<S> <C> <C> <C>
First Chicago Trust First Chicago Trust (201) 222-4720 First Chicago Trust
Company of New York Company of New York or Company of New York
Corporate Actions Dept. Corporate Actions Dept. (201) 222-4721 Corporate Actions Dept.
Suite 4660--LTD c/o Securities Transfer Facsimile Confirmations Suite 4680--LTD
P.O. Box 2569 Reporting Services, Inc. only: 14 Wall Street, 8th Floor
Jersey City, NJ 07303-2569 100 William Street, (201) 222-4707 New York, NY 10005
Galleria
New York, NY 10038
</TABLE>
Delivery of this Notice of Guaranteed Delivery to an address other than
those shown above or transmission of instructions via a facsimile number other
than that listed above does not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures.
If a signature on a Letter of Transmittal is required to be guaranteed by an
"Eligible Institution" under the instructions thereto, such signature
guarantee must appear in the applicable space provided in the signature box on
the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to The Limited, Inc. (the "Company"), upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated May 4, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal (which together constitute the "Offer"), receipt of which is
hereby acknowledged, the number (indicated below) of shares of common stock,
$.50 par value per share (such shares, together with all other outstanding
shares of common stock of the company, are herein referred to as the
"Shares"), of the Company, pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase.
<PAGE>
NUMBER OF SHARES BEING TENDERED HEREBY:
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
-------------------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES.
-------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[_]The undersigned wants to maximize the chance of having The Limited, Inc.
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the Dutch auction
tender process. This action will result in receiving a price per Share of
as low as $50.00 or as high as $55.00.
-- OR --
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could
result in none of the Shares being purchased if the Purchase Price for the
Shares is less than the price checked. If the Purchase Price for the Shares
is equal to or greater than the price checked, then the Shares purchased by
the Company will be purchased at the Purchase Price. A stockholder who
desires to tender Shares at more than one price must complete a separate
Notice of Guaranteed Delivery for each price at which Shares are tendered.
The same Shares cannot be tendered at more than one price (unless those
Shares were previously tendered and withdrawn).
<TABLE>
<S> <C> <C> <C> <C>
$50.000 [_] $51.000 [_] $52.000 [_] $53.000 [_] $54.000 [_]
$50.125 [_] $51.125 [_] $52.125 [_] $53.125 [_] $54.125 [_]
$50.250 [_] $51.250 [_] $52.250 [_] $53.250 [_] $54.250 [_]
$50.375 [_] $51.375 [_] $52.375 [_] $53.375 [_] $54.375 [_]
$50.500 [_] $51.500 [_] $52.500 [_] $53.500 [_] $54.500 [_]
$50.625 [_] $51.625 [_] $52.625 [_] $53.625 [_] $54.625 [_]
$50.750 [_] $51.750 [_] $52.750 [_] $53.750 [_] $54.750 [_]
$50.875 [_] $51.875 [_] $52.875 [_] $53.875 [_] $54.875 [_]
$55.000 [_]
</TABLE>
2
<PAGE>
ODD LOTS
(See Instruction 6 of the Letter of Transmittal)
The undersigned either (check one box):
[_] was the beneficial owner as of the close of business on May 3, 1999,
of an aggregate of fewer than 100 Shares, all of which are being
tendered, or
[_] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on May
3, 1999, an aggregate of fewer than 100 Shares, and is tendering all of
such Shares.
SIGN HERE
------------------------------------
Number of Shares ___________________
Certificate Nos. (if available): ------------------------------------
Signature(s)
------------------------------------
Dated: _____________________________
------------------------------------
Name(s) of Stockholders:
If Shares will be tendered by book
entry transfer:
------------------------------------
Name of Tendering Institution: ____ ------------------------------------
(Please Type or Print)
------------------------------------
Account No. _____________________ at ------------------------------------
The Depository Trust Company (Address)
------------------------------------
------------------------------------
(Zip Code)
------------------------------------
(Area Code and Telephone No.)
------------------------------------
(Taxpayer ID No. or Social Security
No.)
3
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, (b) that such tender of Shares complies with
Rule 14e-4 and (c) to deliver to the Depositary the Shares tendered hereby,
together with a properly completed and duly executed Letter(s) of Transmittal
(or facsimile(s) thereof), unless an Agent's Message is utilized, and any
other required documents, all within three New York Stock Exchange, Inc.
trading days of the date hereof.
-------------------------------------
(Name of Firm)
Dated:
-------------------------------- -------------------------------------
(Authorized Signature)
-------------------------------------
(Name)
-------------------------------------
(Address)
-------------------------------------
(Zip Code)
-------------------------------------
(Area Code and Telephone No.)
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE
SENT WITH THE LETTER OF TRANSMITTAL.
4
<PAGE>
EXHIBIT (a)(4)
Lazard Freres & Co. llc J.P. Morgan & Co.
30 Rockefeller Plaza 60 Wall Street
New York, New York 10020 New York, New York
(212) 632-6717 10260
(800) 852-7881
Offer by
THE LIMITED, INC.
To Purchase For Cash
Up to 15,000,000 Shares of Its Common Stock
May 4, 1999
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We have been appointed by The Limited, Inc., a Delaware corporation (the
"Company"), to act as Dealer Managers in connection with the Company's offer
to purchase for cash up to 15,000,000 shares of its common stock, $.50 par
value per share (such shares, together with all other outstanding shares of
common stock, are herein referred to as the "Shares"), at a price specified by
its stockholders, not greater than $55.00 nor less than $50.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth
in the Company's Offer to Purchase dated May 4, 1999 (the "Offer to Purchase")
and the related Letter of Transmittal (which together constitute the "Offer").
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price") taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. The Company will purchase all Shares validly tendered
at prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal, including the provisions relating to "odd lot"
tenders and proration described in the Offer to Purchase.
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to certain conditions set forth in
Section 6 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated May 4, 1999;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to
Purchase);
<PAGE>
4. Letter dated May 4, 1999 from the Company to its stockholders;
5. A form of letter that may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with
regard to the Offer; and
6. Return envelope addressed to First Chicago Trust Company of New York,
the Depositary, for your use only.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, THE
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Managers as described in the Offer to
Purchase) for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers. The Company will pay all
stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 8 of the Letter of Transmittal. No broker,
dealer, bank, trust company or fiduciary shall be deemed to be either our
agent or the agent of the Company, the Information Agent or the Depositary for
the purposes of the Offer.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
LAZARD FRERES & CO. llc
J.P. MORGAN & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
EXHIBIT (a)(5)
Offer by
THE LIMITED, INC.
To Purchase For Cash
Up to 15,000,000 Shares of Its Common Stock
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by The Limited,
Inc., a Delaware corporation (the "Company"), to purchase for cash up to
15,000,000 shares of its common stock, $.50 par value per share (such shares,
together with all other outstanding shares of common stock of the Company, are
herein referred to as the "Shares"), at a price specified by its stockholders
not greater than $55.00 nor less than $50.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions of the Offer.
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price") taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. The Company will purchase all Shares validly tendered
at prices at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions of the Offer, including the provisions relating to
"odd lot" tenders and proration described in the Offer to Purchase.
We are the holder of record of Shares held for your account. As the holder
of record of your Shares, only we, pursuant to your instructions, can tender
your Shares. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for
your account.
As described in the Offer to Purchase, the Company reserves the right to
purchase more than 15,000,000 Shares but does not currently plan to do so. The
Company will return all Shares not purchased, including Shares not purchased
as a result of proration.
We request your instructions as to whether you wish us to tender any or all
of the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. Price: You may tender (offer to sell) Shares for cash at either the price
specified by you (in multiples of $0.125), not greater than $55.00 nor less
than $50.00 per Share, or the price determined by "Dutch auction", as
indicated in the attached instruction form.
2. Expiration Date: The Offer, the proration period and withdrawal rights
expire at 12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless
the Company extends the Offer.
1
<PAGE>
3. Conditions: The Offer is not conditioned upon any minimum number of
Shares being tendered. The Offer is subject, however, to the conditions set
forth in Section 6 of the Offer to Purchase.
4. Transfer Taxes: Any stock transfer taxes applicable to the sale of Shares
to the Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 8 of the Letter of Transmittal.
5. Special Treatment for "Odd Lot" Holders: If you owned beneficially as of
the close of business on May 3, 1999, an aggregate of fewer than 100 Shares
and you timely instruct us to tender (offer to sell) at or below the Purchase
Price on your behalf all such Shares and check the box captioned "Odd Lots" on
the instruction form, all such Shares will be accepted for purchase before
proration, if any, of the purchase of other Shares properly tendered and not
withdrawn.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction
form on the detachable part hereof. An envelope to return your instructions to
us is enclosed. If you authorize us to tender your Shares, we will tender all
of your Shares unless you specify otherwise on the detachable part hereof.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE
OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE COMPANY EXTENDS THE
OFFER.
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
expiration of the Offer are to be purchased by the Company, the Company will
purchase up to 15,000,000 Shares (or such higher number as it may, in its sole
discretion, elect) in the following order of priority:
(a) all "odd lot" Shares tendered at or below the Purchase Price and not
withdrawn prior to the expiration of the Offer by any stockholder who owned
beneficially as of the close of business on May 3, 1999, an aggregate of
fewer than 100 Shares, and who validly tenders all of such Shares (partial
tenders will not qualify for this preference); and
(b) then, after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the expiration of the Offer, on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. llc and J.P. Morgan Securities
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
2
<PAGE>
Instructions with Respect to
Offer to Purchase for Cash
Up to 15,000,000 Shares of Common Stock
of
THE LIMITED, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated May 4, 1999, and the related Letter of Transmittal (which
together constitute the "Offer"), in connection with the offer by The Limited,
Inc. to purchase for cash up to 15,000,000 shares of its common stock, $.50
par value per share (such shares, together with all other outstanding shares
of common stock of the Company, are herein referred to as the "Shares"), at a
price not greater than $55.00 nor less than $50.00 per Share, net to the
undersigned in cash.
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price") taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered at prices not greater than $55.00 nor less than $50.00 per
Share) pursuant to the Offer. All stockholders whose Shares are purchased by
the Company will receive the Purchase Price for each Share purchased in the
Offer.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below or, if no number is indicated, all Shares held by
you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
[_]By checking this box, all Shares held by us for your account, excluding
fractional Shares, will be tendered. If fewer than all Shares are to be
tendered, please check the box and indicate below the aggregate number of
Shares to be tendered by us.
Shares*
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
ODD LOTS
[_]By checking this box, the undersigned represents that the undersigned owned
beneficially as of the close of business on May 3, 1999, an aggregate of
fewer than 100 Shares and is tendering all of such Shares. My indication as
to whether I wish to tender my Shares at the price determined by "Dutch
auction" or at the price I specify is indicated below.
3
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
----------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES.
----------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[_]The undersigned wants to maximize the chance of having The Limited, Inc.
purchase all of the Shares that the undersigned is tendering (subject to
the possibility of proration). Accordingly, by checking this ONE box
INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders
Shares and is willing to accept the Purchase Price resulting from the Dutch
auction tender process. This action will result in receiving a price per
Share of as low as $50.00 or as high as $55.00.
- OR -
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the
undersigned hereby tenders Shares at the price checked. This action could
result in none of the Shares being purchased if the Purchase Price for the
Shares is less than the price checked. If the Purchase Price for the Shares
is equal to or greater than the price checked, then the Shares purchased by
the Company will be purchased at the Purchase Price. A stockholder who
desires to tender Shares at more than one price must complete a separate
instruction form for each price at which Shares are tendered. The same
Shares cannot be tendered at more than one price (unless those Shares were
previously tendered and withdrawn).
Price (in dollars) per Share at which Shares are being tendered:
<TABLE>
<S> <C> <C> <C> <C>
$50.000 [_] $51.000 [_] $52.000 [_] $53.000 [_] $54.000 [_]
$50.125 [_] $51.125 [_] $52.125 [_] $53.125 [_] $54.125 [_]
$50.250 [_] $51.250 [_] $52.250 [_] $53.250 [_] $54.250 [_]
$50.375 [_] $51.375 [_] $52.375 [_] $53.375 [_] $54.375 [_]
$50.500 [_] $51.500 [_] $52.500 [_] $53.500 [_] $54.500 [_]
$50.625 [_] $51.625 [_] $52.625 [_] $53.625 [_] $54.625 [_]
$50.750 [_] $51.750 [_] $52.750 [_] $53.750 [_] $54.750 [_]
$50.875 [_] $51.875 [_] $52.875 [_] $53.875 [_] $54.875 [_]
$55.000 [_]
</TABLE>
4
<PAGE>
SIGN HERE
_________________________________ _________________________________
_________________________________ _________________________________
Signature(s)
Area Code and Telephone Number ___ _________________________________
Date _____________________________ _________________________________
Please print name(s) and
Taxpayer ID No. or address(es) here
Social Security No. ______________
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
5
<PAGE>
EXHIBIT (a)(6)
[LOGO OF THE LIMITED, INC. APPEARS HERE]
May 4, 1999
Dear Stockholder:
The Limited, Inc. is offering to purchase up to 15,000,000 shares of its
common stock at prices not greater than $55.00 nor less than $50.00 per share.
The Company is conducting the Offer through a procedure commonly referred to
as a "Dutch auction". This procedure allows you to select the price within the
$50.00 to $55.00 price range at which you are willing to sell your shares to
the Company. Alternatively, this procedure allows you to sell all or a portion
of your shares to the Company at a price determined by the "Dutch auction"
process.
Based upon the number of shares tendered and the prices specified by
tendering stockholders, The Company will determine a single per share price
within that price range (the "Purchase Price") that will allow it to buy
15,000,000 shares (or such lesser number of shares as are validly tendered and
not withdrawn at prices within that price range). All of the shares that are
validly tendered at prices at or below the Purchase Price and not withdrawn
will, subject to possible proration and provisions relating to the tender of
"odd lots", be purchased for cash at the Purchase Price, net to you. All
shares which are tendered and not purchased will be returned to you at the
Company's expense. This offer, which has been approved by your Board of
Directors, is explained in detail in the enclosed Offer to Purchase and Letter
of Transmittal. We encourage you to read these materials carefully.
We have retained D. F. King & Co., Inc. as our Information Agent to help you
respond to this tender offer. Please contact D. F. King between the hours of
8:00 a.m. and 6:00 p.m., Eastern Standard Time, at their toll free number, 1-
800-829-6554, if you have any questions. Their representatives will be pleased
to answer your questions and can help you complete the correct documents.
Very truly yours,
THE LIMITED, INC.
<PAGE>
Exhibit (a)(7)
LETTER FROM SAVINGS AND RETIREMENT PLAN
ADMINISTRATIVE COMMITTEE
May 4, 1999
Offer to Purchase Common Stock of The Limited, Inc.
NAME/ADDRESS
Dear :
We are enclosing materials being sent to all stockholders of The Limited,
Inc. (the "Company") in connection with its recently announced offer to
purchase up to 15,000,000 shares of the Company's common stock, $.50 par value
per share (together with all other outstanding shares of common stock of the
Company, the "Shares"), at a price not greater than $55.00 nor less than
$50.00 per Share 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 (which together constitute the "Offer").
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), after
taking into account the number of Shares so tendered and the prices specified
by tendering stockholders. The Company will select the lowest Purchase Price
that will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Share are
purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. Also enclosed is a brief description of the Offer in
connection with the Company's Savings and Retirement Plan ("Savings and
Retirement Plan") and questions and answers describing how the process works.
As a participant in the Savings and Retirement Plan you may elect to direct
the Trustee to "tender" (offer to sell) some or all of the Shares (excluding
fractional Shares) currently allocated to your Limited, Inc. Stock Fund
Account in the Savings and Retirement Plan by following the procedures
described in the attachments to this letter. PLEASE NOTE THAT, ALTHOUGH THE
DEADLINE FOR THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN ("TRUSTEE") TO
TENDER YOUR SHARES IS TUESDAY, JUNE 1, 1999, YOU MUST SEND YOUR TENDER
INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR RECEIPT BY THURSDAY, MAY
27, 1999. You also may direct the Trustee to withdraw any tender you have
previously directed it to make pursuant to the Offer, as long as you do so
prior to May 27, 1999.
Our records indicate that you hold Shares allocated to your Limited,
Inc. Stock Fund Account under the Savings and Retirement Plan as of May 1,
1999, excluding any Shares purchased with your April and May contributions.
You may tender some or all of such Shares held in your Limited, Inc. Stock
Fund Account (excluding fractional Shares).
Before making a decision, you should read carefully the materials in the
enclosed Offer to Purchase, the Notice to Savings and Retirement Plan
Participants and the Tender Instruction Form. If you take no action, no Shares
in your Limited, Inc. Stock Fund Account will be tendered by the Trustee. The
Administrative Committee and the Trustee will treat confidentially your
decision whether or not to tender these Shares.
<PAGE>
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE. NEITHER THE COMPANY NOR ITS BOARD OF
DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY OR
ALL SHARES. LESLIE H. WEXNER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY, HIS IMMEDIATE FAMILY MEMBERS AND AFFILIATED ENTITIES HAVE
AGREED NOT TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 11 OF THE
OFFER TO PURCHASE. THE COMPANY HAS BEEN ADVISED THAT ITS OTHER DIRECTORS AND
EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER THEIR SHARES PURSUANT
TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
If you direct the Trustee to tender any Shares, the cash that is paid for
them will be reinvested in a money market fund and then, as soon as
practicable after the expiration date of the Offer, will be reinvested in the
Savings and Retirement Plan pursuant to your future contribution election in
effect at the date of such reinvestment. PLEASE NOTE THAT TO THE EXTENT SUCH
CASH IS NOT REINVESTED IN YOUR LIMITED, INC. STOCK FUND ACCOUNT WITHIN 90
DAYS, YOU MAY NOT QUALIFY FOR CERTAIN FAVORABLE TAX TREATMENT UPON SUBSEQUENT
DISTRIBUTIONS TO YOU FROM THE SAVINGS AND RETIREMENT PLAN. SEE "CERTAIN TAX
INFORMATION" FOLLOWING QUESTION 20 IN THE ATTACHED QUESTIONS AND ANSWERS
("Q&As") ON THE SAVINGS AND RETIREMENT PLAN.
If more Shares are tendered at or below the Purchase Price than the Company
has offered to purchase, then the Company will only purchase a pro rata
portion of any Shares you direct the Trustee to tender (see Q&A #1).
For any Savings and Retirement Plan participant, during the period the Offer
is open (and thereafter for so long as legal restrictions apply), the Trustee
will not purchase any Shares for the Savings and Retirement Plan. Instead, the
Trustee will accumulate any of your contributions and Company matching
contributions that you have directed to be invested in the Limited, Inc. Stock
Fund. The Trustee will invest these amounts in a money market fund and will
resume investment in the Limited, Inc. Stock Fund once the tender offer period
is concluded.
ANY DISTRIBUTIONS THAT MAY BE REQUESTED DURING THE OFFER PERIOD MAY BE
DELAYED UNTIL AFTER THE EXPIRATION OF THE OFFER.
IF YOU ELECT TO TENDER SHARES FROM YOUR LIMITED, INC. STOCK FUND, THE
ENCLOSED YELLOW TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE
COMMITTEE BY MAY 27, 1999. PLEASE USE THE ENCLOSED REPLY ENVELOPE TO RETURN
YOUR TENDER INSTRUCTION FORM.
YOU MUST COMPLETE AND SIGN YOUR TENDER INSTRUCTION FORM. IF YOU DO NOT SIGN
THE FORM, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS
WELL AS YOUR DIRECTIONS, WILL BE VOID.
IF YOU DO NOT WISH TO TENDER YOUR SHARES, TAKE NO ACTION.
ADMINISTRATIVE COMMITTEE
The Limited, Inc. Savings
and Retirement Plan
2
<PAGE>
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
expiration of the Offer are to be purchased by the Company, the Company will
purchase Shares in the following order of priority: (a) all "odd lot" Shares
tendered at or below the Purchase Price prior to the expiration of the Offer
by any stockholder who owned beneficially as of the close of business on May
3, 1999, an aggregate of fewer than 100 Shares and who validly tenders all of
such Shares (partial tenders will not qualify for this preference); and (b)
then, after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
expiration of the Offer, on a pro rata basis, if necessary (with appropriate
adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. llc and J.P. Morgan Securities
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
3
<PAGE>
TENDER INSTRUCTION FORM
FOR SHARES IN THE LIMITED, INC.
SAVINGS AND RETIREMENT PLAN
(NOTE: Before completing this Tender Instruction Form, you should refer to the
attached Letter from the Administrative Committee of The Limited, Inc. Savings
and Retirement Plan indicating the balance of Shares in your Limited, Inc.
Stock Fund Account as of May 1, 1999, excluding any Shares purchased with your
April and May contributions, which will be available for tender. If you wish
to tender different groups of Shares at different prices, you must complete a
separate Tender Instruction Form for each group of Shares which will have a
different price.)
TO THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN:
I am a participant in the above-referenced Savings and Retirement Plan who
has invested all or a portion of my Account in the Limited, Inc. Stock Fund
and, as such, I have received a copy of the Offer to Purchase dated May 4,
1999, relating to the Offer by The Limited, Inc., a Delaware corporation (the
"Company"), to purchase up to 15,000,000 outstanding shares of common stock
(such shares, together with all other outstanding shares of common stock of
the Company, are herein referred to as the "Shares") at a price not greater
than $55.00 nor less than $50.00 per Share, net to the seller in cash.
I wish to direct you to tender the Shares in my Limited, Inc. Stock Fund
Account as indicated below:
TENDER INSTRUCTIONS
[_]By checking this box, I represent that I owned beneficially as of the close
of business on May 3, 1999, and will continue to own beneficially as of the
Expiration Date (as defined in the Offer to Purchase), an aggregate
(including shares held beneficially in the Savings and Retirement Plan or
the Company's Stock Purchase Plan or otherwise) of fewer than 100 Shares,
and I am instructing the Trustee to tender all Shares held in my Limited,
Inc. Stock Fund in the Savings and Retirement Plan. My indication as to
whether I wish to tender my Shares at the price determined by "Dutch
auction" or at the price I specify is indicated below.
1
<PAGE>
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[_]By checking this space, I represent that I want to maximize the chance of
having The Limited, Inc. purchase all of the Shares that I am directing you
to tender (subject to the possibility of proration). Accordingly, by
checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I wish to
have the Plan Trustee tender Shares and I am willing to
accept the Purchase Price resulting from the Dutch auction tender process.
This action will result in my receiving a price per Share of as low as
$50.00 or as high as $55.00.
- OR -
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, I wish to have
the Plan Trustee tender Shares at the price checked. I
understand that this action could result in none of my Shares being
purchased if the actual Purchase Price for the Shares is less than the
price that I have checked. If the Purchase Price for the Shares is equal to
or greater than the price checked, then the Shares purchased by the Company
will be purchased at the Purchase Price
<TABLE>
<S> <C> <C> <C> <C>
$50.000 [_] $51.000 [_] $52.000 [_] $53.000 [_] $54.000 [_]
$50.125 [_] $51.125 [_] $52.125 [_] $53.125 [_] $54.125 [_]
$50.250 [_] $51.250 [_] $52.250 [_] $53.250 [_] $54.250 [_]
$50.375 [_] $51.375 [_] $52.375 [_] $53.375 [_] $54.375 [_]
$50.500 [_] $51.500 [_] $52.500 [_] $53.500 [_] $54.500 [_]
$50.625 [_] $51.625 [_] $52.625 [_] $53.625 [_] $54.625 [_]
$50.750 [_] $51.750 [_] $52.750 [_] $53.750 [_] $54.750 [_]
$50.875 [_] $51.875 [_] $52.875 [_] $53.875 [_] $54.875 [_]
$55.000 [_]
</TABLE>
2
<PAGE>
I have read and understand the Offer to Purchase and the Letter from the
Administrative Committee and I agree to be bound by the terms of the Offer. I
hereby direct the Trustee to tender these Shares on my behalf and to hold and
invest the proceeds from the sale of these Shares in a money market fund, to
be invested as soon as practicable after the expiration of the Offer in the
Savings and Retirement Plan pursuant to my future contribution election in
effect at the time of such reinvestment. I understand and declare that if the
tender of my Shares is accepted, the payment therefor will be full and
adequate compensation for these Shares in my judgment, notwithstanding any
potential fluctuation in the price of the Shares between the last day I can
withdraw my tender and the date the Trustee sells the Shares.
- -------------------------------------
-------------------------------------
Date Signature of Participant
- -------------------------------------
-------------------------------------
Social Security Number Please Print Name and
Address Here
-------------------------------------
-------------------------------------
NOTE: THIS TENDER INSTRUCTION FORM MUST BE COMPLETED AND SIGNED IF SHARES
HELD IN THE SAVINGS AND RETIREMENT PLAN ARE TO BE TENDERED. IF THE FORM IS NOT
SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS
TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR THE SAVINGS AND
RETIREMENT PLAN, 82 SOUTH STREET, HOPKINTON, MA 01748-9918, USING THE
PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS. YOUR
INSTRUCTION FORM MUST BE RECEIVED BY MAY 27, 1999.
YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT
CONFIDENTIAL.
3
<PAGE>
THE LIMITED, INC.
NOTICE TO SAVINGS AND RETIREMENT PLAN PARTICIPANTS
May 4, 1999
TO: All Participants in the Limited, Inc. Savings and Retirement Plan (the
"Savings and Retirement Plan") with Accounts Invested in the Limited, Inc.
Stock Fund
The Limited, Inc. (the "Company") has announced an offer to purchase up to
15,000,000 outstanding shares of its common stock, par value $.50 per share
(such shares, together with all other outstanding shares of common stock of
the Company, are referred to herein as the "Shares"), at a price specified by
such stockholders, not greater than $55.00 nor 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 and in the related Letter of
Transmittal (which together constitute the "Offer").
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price") taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. This Offer became effective on Tuesday, May 4, 1999,
and will expire at 12:00 midnight, New York City time, on Tuesday, June 1,
1999, unless the Offer is extended. You, as a Savings and Retirement Plan
participant, may participate in this Offer by instructing the Trustee of the
Savings and Retirement Plan (no later than Thursday, May 27, 1999) to tender
the Shares in your Limited, Inc. Stock Fund Account ("Plan Shares") for
purchase by the Company.
YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT
CONFIDENTIAL.
Enclosed with this notice is a copy of documents describing the Offer which
have been furnished to holders of Shares. Please read these materials so that
you may properly make your decision regarding this Offer.
A Tender Instruction Form (yellow form) is also enclosed for you to use to
direct the Plan Trustee regarding the Offer. IF NO DIRECTION IS RECEIVED, THE
TRUSTEE WILL NOT TENDER ANY OF YOUR PLAN SHARES AND THEY WILL REMAIN IN THE
SAVINGS AND RETIREMENT PLAN IN YOUR LIMITED, INC. STOCK FUND ACCOUNT.
DO NOT CALL THE TRUSTEE, THE ADMINISTRATIVE COMMITTEE OR YOUR BENEFITS
ADMINISTRATOR TO GIVE YOUR DECISION REGARDING THE OFFER. YOU MAY ONLY RESPOND
BY COMPLETING AND MAILING THE ENCLOSED TENDER INSTRUCTION FORM.
<PAGE>
QUESTIONS AND ANSWERS ON
SAVINGS AND RETIREMENT PLAN TENDER RIGHTS AND PROCEDURES
A. DESCRIPTION OF THE OFFER
1.What is the Offer?
On May 4, 1999, the Company offered to purchase up to 15,000,000 Shares of
its common stock at a price not greater than $55.00 nor less than $50.00
per Share. This Offer will be open from May 4, 1999 until it expires at
12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless it is
extended by the Company. Savings and Retirement Plan participants who hold
Shares in the Limited, Inc. Stock Fund ("Plan Shares") may provide for the
tender of Plan Shares for purchase pursuant to this Offer by so indicating
on the enclosed Tender Instructions Form and returning it as directed no
later than Thursday, May 27, 1999. Based on the number of Shares tendered
and the prices specified by tendering stockholders, the Company will
determine a single per Share price (not greater than $55.00 nor less than
$50.00 per Share) that it will pay for the Shares validly tendered pursuant
to the Offer and not withdrawn (the "Purchase Price"). The Company will
select the lowest Purchase Price that will allow it to purchase 15,000,000
Shares (or such lesser number as are validly tendered and not withdrawn at
prices not greater than $55.00 nor less than $50.00 per Share) pursuant to
the Offer. All stockholders whose Shares are purchased by the Company will
receive the Purchase Price for each Share purchased in the Offer. This
process is known as a "Dutch auction".
If the number of Shares tendered at or below the Purchase Price exceeds the
total number of Shares to be purchased, all Shares tendered at or below the
Purchase Price would be accepted on a pro rata basis. "Pro rata" simply
means that each person can sell an equal proportion of the Shares offered
to the Company. For example, if the number of Shares tendered at or below
the Purchase Price (assume, 30,000,000) exceeds the number to be purchased,
15,000,000, the Company would calculate a proration percentage which would
equal 50%, the ratio of the total number of Shares to be purchased,
15,000,000, divided by the total number of Shares tendered at or below the
Purchase Price, 30,000,000. Therefore, if you tendered 1,000 Shares at or
below the Purchase Price, the Company would purchase 500 Shares at the
Purchase Price. If the total number of your Shares (including those held
under the Savings and Retirement Plan or the Company's Stock Purchase Plan
or otherwise) is less than 100 and you tender all those Shares at or below
the Purchase Price, then the proration percentage will not be applied to
your tendered Shares and the Company will, instead, buy all of your
tendered Shares. (If you hold fewer than 100 Shares you must check the
second box on the Tender Instruction Form to avoid proration.)
The Offer is fully described in the Offer To Purchase provided to you.
PLEASE READ IT CAREFULLY.
2. What are my rights under the Offer?
The records of the Savings and Retirement Plan indicate that Shares are
allocated to your Account under the Savings and Retirement Plan as a result
of your election to invest in the Limited, Inc. Stock Fund. You may tender
some or all of these Shares. Because all of these Shares are held in trust
for your benefit, they are registered in the name of the Trust.
Consequently, the Trustee will actually tender Plan Shares in accordance
with your directions.
YOU MUST DIRECT THE TRUSTEE IF YOU WANT TO TENDER YOUR PLAN SHARES AND, IF
SO, AT WHICH PRICE YOU WANT TO TENDER. THE TRUSTEE WILL TENDER YOUR PLAN
SHARES ONLY IF DIRECTED. IF YOU DO NOT RESPOND, YOUR PLAN SHARES WILL
REMAIN IN YOUR LIMITED, INC. STOCK FUND ACCOUNT.
1
<PAGE>
3. Which documents did I receive in the tender materials and what is their
purpose?
You received the following materials in this mailing:
-- Letter from the Company. This announces the Offer.
-- Offer to Purchase dated May 4, 1999. This document (white, bound
document) describes the Offer. PLEASE READ IT CAREFULLY.
-- Letter of Transmittal. This document (long blue document) is part of the
"Offer" and therefore is being provided to you. However, it does not
apply to, or provide detailed instructions for, tendering Plan Shares. Do
NOT use it to tender Plan Shares or Shares held in your name under the
Limited, Inc. Purchase Plan. If you hold Shares outside of the Savings
and Retirement Plan and the Company Stock Purchase Plan, please refer to
this Letter of Transmittal for instructions on how to tender those
Shares.
-- Letter from the Savings and Retirement Plan Administrative Committee.
This letter provides information about the Savings and Retirement Plan
and the Offer.
-- Notice to Savings and Retirement Plan Participants (white document you
are reading) which includes Questions and Answers on Savings and
Retirement Plan Tender Rights and Procedures.
-- Tender Instruction Form. (yellow form) YOU MUST COMPLETE, SIGN AND MAIL
THIS DOCUMENT TO THE ADMINISTRATIVE COMMITTEE IN THE ENCLOSED ENVELOPE IF
YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR PLAN SHARES. THIS DOCUMENT
IS POSTED WITH YOUR NAME AND SOCIAL SECURITY NUMBER. USE IT IF YOU WISH
TO DIRECT A TENDER OF YOUR PLAN SHARES.
-- Reply Envelope. A preaddressed envelope for your reply.
4. How do I direct the Plan Trustee?
The only way that you can tender your Plan Shares is by completing the
Tender Instruction Form (yellow) as described, signing and returning it to
the Administrative Committee for the Savings and Retirement Plan, 82 South
Street, Hopkinton, MA 01748-9918, which will process your instructions. The
address is on the return envelope you should use to return the Tender
Instruction form.
THE TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE
COMMITTEE BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, MAY 27, 1999.
YOU MUST SIGN AND COMPLETE THE FORM FOR YOUR TENDER INSTRUCTION TO BE
VALID.
TO PROPERLY DIRECT THE TRUSTEE TO TENDER PLAN SHARES ON YOUR BEHALF YOU
MUST:
-- INSTRUCTIONS. Read carefully and follow exactly the instructions in the
Letter from Savings and Retirement Plan Administrative Committee and the
Tender Instructions Form. These will tell you how to direct the Plan
Trustee regarding your Plan Shares.
-- FORM. Complete the enclosed yellow Tender Instruction Form.
-- SHARES. Designate on the Tender Instruction Form the number of Plan
Shares (excluding fractional shares) you wish to be tendered.
-- PRICE. Designate on the Tender Instruction Form the price at which you
are willing to tender your Plan Shares. In the alternative, you may
maximize the chance of the Company purchasing the Plan Shares you tender
by electing to accept whatever Purchase Price results from the Dutch
auction tender process. This action will result in you receiving a price
per Share as low as $50.00 or as high as $55.00.
-- SIGNATURE. You must sign the Tender Instruction Form to complete your
instruction. Unless you sign the Tender Instruction Form, your direction
cannot be honored and the Tender Instruction Form will be void.
-- MAILING. A preaddressed return envelope has been enclosed with your
Tender materials. Use this envelope to return your completed Tender
Instruction Form if you wish to have the Plan Trustee tender your Plan
Shares.
2
<PAGE>
Please be precise in providing your instruction and please act PROMPTLY.
IF YOU DO NOT WISH TO TENDER ANY PLAN SHARES, TAKE NO ACTION.
5. How do I send instructions to the Administrative Committee?
Please return your instructions PROMPTLY, recognizing the slow delivery
time inherent in the U.S. mail today. Your instructions must be received by
the Administrative Committee by no later than 5:00 p.m. on Thursday, May
27. You may mail your Tender Instruction Form to the Administrative
Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton,
MA 01748-9918 in the preaddressed reply envelope that has been provided for
your reply or send it by an alternate faster means (such as overnight
courier). You may NOT fax your instructions. DO NOT DELIVER YOUR
INSTRUCTIONS TO YOUR HUMAN RESOURCES DEPARTMENT OR TO YOUR BENEFITS
ADMINISTRATOR.
6. Must I provide directions to the Administrative Committee?
You must respond IF you wish the Trustee to tender your Plan Shares. Do not
respond if you do not wish to tender any of your Plan Shares.
7. How many Plan Shares may I tender and how do I learn that number?
The number of Plan Shares that you held under the Savings and Retirement
Plan as of May 1, 1999, excluding those purchased with your April and May
contributions, is set forth in the Letter to you from the Administrative
Committee. You may tender all or any number of such Shares (excluding
fractional Shares, if any).
8. What if I have Shares in my Savings and Retirement Plan account and hold
Shares outside of the Savings and Retirement Plan?
If you have Plan Shares in the Savings and Retirement Plan and own other
Shares (either in your possession or held by a brokerage firm) outside of
the Savings and Retirement Plan, you will receive two or more sets of Offer
materials. You should be careful to follow the directions that apply to
each kind of Shares.
9. Who will know whether I tendered my Plan Shares?
Your directions to the Trustee are CONFIDENTIAL. Individual instructions
will only be disclosed to the recordkeeper as necessary to complete the
tender.
10. Can I change my mind and direct the Trustee to withdraw my Plan Shares
that I directed to be tendered?
Yes, but only if you perform the following steps:
-- You must send a signed notice of withdrawal to the Administrative
Committee for the Savings and Retirement Plan, 82 South Street,
Hopkinton, MA 01748-9918.
-- The notice of withdrawal must be in writing. You may fax your notice of
withdrawal to the Administrative Committee for the Savings and Retirement
Plan at fax number (508) 787-2651.
-- The notice of withdrawal must state your name, social security number,
the number of Plan Shares that you wish to withdraw from the Offer and
that you are directing the Trustee to withdraw Plan Shares that you
previously directed the Plan Trustee to tender on your behalf.
-- The notice of withdrawal must be received by the Administrative
Committee before 5:00 p.m., New York City time, on Thursday, May 27,
1999.
3
<PAGE>
11. Can I direct the Trustee to re-tender my Plan Shares?
Yes. If, after directing the Plan Trustee to withdraw your Plan Shares, you
wish to direct the Trustee to re-tender your Plan Shares, you must complete
another Tender Instruction Form and return it to the Administrative
Committee for receipt by 5:00 p.m. on Thursday, May 27, 1999. You may
obtain another copy of the Tender Instruction Form by faxing your request
to (508) 787-2651.
12. Will I still be entitled to receive the forthcoming regular, quarterly
dividend on the Shares that I tender?
Shares which are sold to the Company pursuant to the Offer will not be
entitled to receive the next regular, quarterly dividend. However, if the
Company does not buy all of the Shares which you directed the Trustee to
tender, the Company will return the unpurchased Shares to the Trustee, and
your Account will be entitled to receive the next dividend on those Shares.
13. Will I be entitled to receive shares of Limited Too in the Limited Too
spinoff for the Shares I tender in the offer?
Shares which are sold to the Company pursuant to this Offer will not
participate in the Limited Too spinoff. However, if the Company does not
buy all of the Plan Shares that you directed the Trustee to tender, the
Company will return the unpurchased Shares to the Trustee, and your Account
will be entitled to receive shares of Limited Too in the Limited Too
spinoff with respect to the returned Shares.
B. RESULTS OF THE TENDER: SHARES SOLD AND PRICE RECEIVED
14. Will all Plan Shares that I direct the Trustee to tender be purchased?
This depends upon the total number of Shares tendered and the price at
which you tender. If you tender Shares at a price above the Purchase Price,
your Shares will not be purchased. If you tender your Shares at or below
the Purchase Price or you elect to tender your shares at whatever Purchase
Price results from the Dutch auction process, and more Shares are tendered
at or below the Purchase Price by all stockholders than the Company had
offered to purchase, then the Company will purchase a pro rata portion of
the Shares that you directed to be tendered. See Q&A #1 for a description
of how proration works.
Plan Shares held in your Savings and Retirement Plan Account that are not
accepted will remain in the Limited, Inc. Stock Fund subject to normal
Savings and Retirement Plan rules.
15. How will I know if my Plan Shares have been purchased?
After the Offer has expired, all tender directions will be tabulated, which
may take up to two weeks. Soon thereafter you will be sent a statement of
the number of your Plan Shares which were accepted.
C. OPERATION OF THE SAVINGS AND RETIREMENT PLAN DURING THE TENDER OFFER
16. What happens to Limited, Inc. Stock Fund contributions made after April 1,
1999?
Beginning with contributions made after April 1, 1999, the Plan Trustee
stopped purchasing Shares for the Limited, Inc. Stock Fund. Company and
participant contributions made to the Limited, Inc. Stock Fund, and
dividends and other funds which are normally allocated to the Limited, Inc.
Stock Fund, which are received by the Savings and Retirement Plan during
the period of the Offer and for 10 business days thereafter (while the
results are tabulated) will be accumulated and invested in a money market
fund. Thereafter, upon the cessation of legal restrictions, purchases by
the Plan Trustee will resume and the accumulated funds will be invested
pursuant to the investment elections then in effect.
4
<PAGE>
17. What happens if I request a distribution, withdrawal or reallocation
following the announcement of the tender offer but before the offer
expires?
Distributions and withdrawals from the Savings and Retirement Plan and
transfers into or out of the Limited, Inc. Stock Fund may be delayed until
after the conclusion of the Offer. Authorized distributions, withdrawals or
reallocations received before or during this period will be processed as
soon as reasonably feasible.
18. When may I request a change in my investment elections?
You may change your investment election for future contributions or
reallocate your existing Account balances at the beginning of each month
under the Savings and Retirement Plan's normal rules. You must call the
SARP Line by the 23rd day of the month for your investment election change
to be effective the first day of the following month, subject to delays
required in connection with the Offer. UNDER THE TERMS OF THE SAVINGS AND
RETIREMENT PLAN, SECTION 16 INSIDERS WHO TENDER SHARES WILL NOT BE
PERMITTED TO MAKE AN ELECTION TO TRANSFER ANY AMOUNTS FROM OTHER INVESTMENT
FUNDS INTO THE LIMITED, INC. STOCK FUND FOR SIX MONTHS AFTER THE EXPIRATION
DATE; HOWEVER, NEW CONTRIBUTIONS MAY BE INVESTED IN THE LIMITED, INC. STOCK
FUND DURING THIS SIX MONTH PERIOD.
19. Will I be taxed on any proceeds received in 1999 from the Shares that I
tender under the Savings and Retirement Plan?
No. Because tender proceeds received from Plan Shares will be received by
and held in the Savings and Retirement Plan, they will not be subject to
current income taxes.
D. REINVESTMENT OF TENDER OFFER PROCEEDS
20. How will the Savings and Retirement Plan invest the proceeds received from
the Plan Shares that are tendered?
Proceeds received from this Offer will be reinvested by the Trustee in a
money market fund and reinvested in the investment funds you have selected
under the Savings and Retirement Plan as soon as practicable in accordance
with your future contribution election in effect at the date of such
reinvestment.
E. CERTAIN TAX INFORMATION
Participants in the Savings and Retirement Plan should be aware that the
reinvestment of the cash proceeds received in the Offer may, in certain
circumstances, result in certain tax consequences to those participants
who, as part of the ultimate distributions of their accounts, would receive
Shares.
Special tax rules apply to certain distributions from the Savings and
Retirement Plan that consist, in whole or in part, of Shares. Generally,
taxation of net unrealized appreciation ("NUA"), an amount equal to the
excess of the value of such Shares at distribution over the cost or other
basis of such Shares (which will vary depending on whether the distribution
qualifies for lump sum treatment) will be deferred until the Shares are
sold following distribution. Moreover, if Shares are disposed of prior to a
distribution, as would be the case in the Offer, and the proceeds of such
disposition are reinvested within 90 days thereafter in the Limited, Inc.
Stock Fund, the cost or other basis of such newly acquired Shares for NUA
purposes will be the cost or other basis of the tendered Shares.
Accordingly, if the cash proceeds receivable upon the tender of Shares is
not reinvested in the Limited, Inc. Stock Fund under the Savings and
Retirement Plan within 90 days, the opportunity to retain for NUA purposes
the cost or other basis of the Shares tendered, and the tax-deferral
treatment of the NUA calculated in reference to such basis, will be lost.
The foregoing is only a brief summary of complicated provisions of the
Internal Revenue Code. You are strongly urged to consult with your tax
advisor as to the issues described above.
5
<PAGE>
EXHIBIT (a)(8)
May 4, 1999
Offer to Purchase Common Stock of The Limited, Inc.
[Name/Address]
Dear [ ]:
We enclose materials being sent to all stockholders of The Limited, Inc.
(the "Company") in connection with its recently announced offer to purchase up
to 15,000,000 outstanding shares of the Company's common stock, $.50 par value
per share (such shares, together with all other outstanding shares of common
stock of the Company, are herein referred to as the "Shares") at a price not
greater than $55.00 nor less than $50.00 per Share, 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, which together
constitute the "Offer". Also enclosed is a brief description of the Offer in
connection with the Company's Savings and Retirement Plan ("Savings and
Retirement Plan") and questions and answers describing how the process works.
As a participant in the Savings and Retirement Plan you may elect to direct
the Plan Trustee to "tender" (offer to sell) some or all of the Shares
(excluding fractional Shares) currently allocated to your Account in the
Savings and Retirement Plan as a result of your election to invest in the
Limited, Inc. Stock Fund. You may direct the Plan Trustee to tender your
Shares by following the procedures described in the enclosed materials.
SINCE YOU ARE SUBJECT TO THE REPORTING AND LIABILITY PROVISIONS OF SECTION
16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"),
YOU SHOULD BE AWARE THAT A TENDER BY THE TRUSTEE OF SHARES HELD IN YOUR
ACCOUNT UNDER THE SAVINGS AND RETIREMENT PLAN MAY BE SUBJECT TO SHORT-SWING
PROFIT RECOVERY UNDER SECTION 16(b) OF THE EXCHANGE ACT. SUCH TENDER WILL BE
SUBJECT TO SHORT-SWING PROFIT RECOVERY IF DURING THE SIX-MONTH PERIOD
PRECEDING THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE), YOU
ELECTED TO MAKE AN INTRA-PLAN TRANSFER INVOLVING AN ACQUISITION OF SHARES BY
THE LIMITED, INC. STOCK FUND AND SUCH INTRA-PLAN TRANSFER WAS NOT ITSELF
EXEMPT FROM SHORT-SWING PROFIT RECOVERY UNDER SECTION 16(b). YOU SHOULD ALSO
BE AWARE THAT EVEN IF THE TENDER OF SHARES PURSUANT TO THE OFFER IS NOT ITSELF
SUBJECT TO SHORT-SWING PROFIT RECOVERY, THE TENDER MAY CAUSE A FUTURE INTRA-
PLAN TRANSFER INVOLVING AN ACQUISITION OF SHARES BY THE LIMITED, INC. STOCK
FUND TO BE SUBJECT TO SHORT-SWING PROFIT RECOVERY IF YOU ELECT TO MAKE SUCH
INTRA-PLAN TRANSFER WITHIN SIX MONTHS AFTER THE EXPIRATION DATE. FOR THIS
REASON, YOU WILL NOT BE PERMITTED TO MAKE AN ELECTION TO TRANSFER ANY AMOUNT
INTO THE LIMITED, INC. STOCK FUND FROM ANOTHER PLAN INVESTMENT FUND FOR SIX
MONTHS AFTER THE EXPIRATION DATE. YOU WILL, HOWEVER, BE PERMITTED TO ELECT TO
INVEST NEW PLAN CONTRIBUTIONS IN THE LIMITED, INC. STOCK FUND DURING THIS
PERIOD.
Please consult the enclosed materials for further information as to the
Offer.
ADMINISTRATIVE COMMITTEE
The Limited, Inc. Savings
and Retirement Plan
<PAGE>
EXHIBIT (a)(9)
[LETTERHEAD OF MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.]
NOTICE TO PARTICIPANTS
IN THE STOCK PURCHASE PLAN
OF THE LIMITED, INC.
Offer to Purchase for Cash
by
THE LIMITED, INC.
Up to 15,000,000 Shares of its Common Stock
May 4, 1999
To Participants in the Stock Purchase Plan of The Limited, Inc.:
Dear Client:
Enclosed for your consideration is the Offer to Purchase dated May 4, 1999
(the "Offer to Purchase") in connection with the offer (the "Offer") by The
Limited, Inc., a Delaware corporation (the "Company"), to purchase up to
15,000,000 outstanding shares of its common stock, $.50 par value per share
(such shares, together with all other outstanding shares of common stock of
the Company, are herein referred to as the "Shares"), at a price specified by
its stockholders not greater than $55.00 nor less than $50.00 per Share, net
to the seller in cash.
The Company will determine a single per Share price (not greater than $55.00
nor less than $50,00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), after
taking into account the number of Shares so tendered and the prices specified
by tendering stockholders. The Company will select the lowest Purchase Price
that will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer.
Merrill Lynch is the holder of record of Shares held for your account in The
Limited, Inc. Stock Purchase Plan (the "Plan"). A tender of your Shares in
your Plan account can only be made by us as your agent, pursuant to your
instructions.
If you wish to participate in this tender offer, you must notify Merrill
Lynch by no later than 3:30 p.m. on Thursday, May 27, 1999. If you wish to
tender all or any number of your Shares, please instruct us by the deadline.
If you do not respond to this notice, no Shares will be tendered.
Cash received from any Shares tendered and accepted for payment by the
Company will be distributed to participants by check. Any Shares tendered but
not accepted by the Company will remain in your account.
Merrill Lynch customers who wish to tender their Shares must contact our
Customer Service Unit by 3:30 p.m. EST on Thursday, May 27, 1999. The phone
number to call is: 1-800-637-3766.
Our operators are available to take your call Monday through Friday between
the hours of 8:00 a.m. and 7:00 p.m. EST.
<PAGE>
Please note the following:
1. You may tender Shares for cash at either the price specified by you (in
multiples of $0.125), not greater than $55.00 nor less than $50.00 per Share,
or the price determined by "Dutch auction" as indicated in Section 1 of the
Offer to Purchase.
2. The expiration date, the withdrawal deadline and the proration deadline
are on Tuesday, June 1, 1999, at 12:00 midnight, New York City time, unless
the Company extends the Offer.
3. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to the conditions as set forth in
Section 6 of the Offer to Purchase.
4. Any stock transfer taxes applicable to the sale of Shares to the Company
pursuant to the Offer will be paid by the Company.
5. Special Treatment for "Odd Lot" Holders: If you owned beneficially as of
the close of business on May 3, 1999, an aggregate of fewer than 100 Shares
and you instruct us to tender on your behalf all such Shares prior to the
expiration of the Offer, all such Shares will be accepted for purchase before
proration, if any, of the purchase of other Shares properly tendered.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE. NEITHER THE COMPANY NOR ITS BOARD OF
DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY OR
ALL OF THEIR SHARES PURSUANT TO THE OFFER. LESLIE H. WEXNER, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, HIS IMMEDIATE FAMILY
MEMBERS AND AFFILIATED ENTITIES HAVE AGREED NOT TO TENDER ANY SHARES PURSUANT
TO THE OFFER. SEE SECTION 11 OF THE OFFER TO PURCHASE. THE COMPANY HAS BEEN
ADVISED THAT ITS OTHER DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED
WHETHER TO TENDER THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAKE
THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER.
YOUR INSTRUCTIONS TO US MUST BE FORWARDED TO US PROMPTLY IN ORDER TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE
OFFER TO PURCHASE. ALTHOUGH THE EXPIRATION DATE, THE WITHDRAWAL DEADLINE AND
THE PRORATION DEADLINE ARE PRESENTLY SCHEDULED TO OCCUR ON TUESDAY, JUNE 1,
1999, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, WE MUST RECEIVE YOUR INSTRUCTIONS
BY NO LATER THAN 3:30 P.M. EST ON THURSDAY, MAY 27, 1999 IN ORDER TO BE ABLE
TO ACT ON YOUR INSTRUCTIONS IN A TIMELY FASHION (UNLESS THE OFFER IS EXTENDED
BY THE COMPANY).
Very truly yours,
Merrill Lynch, Pierce, Fenner& Smith
Incorporated
Agent, The Limited, Inc.
StockPurchase Plan
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price prior to the expiration of the Offer
are to be purchased by the Company, the Company will purchase Shares in the
following order of priority: (a) all "odd lot" Shares tendered at or below the
Purchase Price prior to the expiration of the Offer by any stockholder who
owned beneficially as of the close of business on May 3, 1999,
2
<PAGE>
an aggregate of fewer than 100 Shares, and who validly tenders all of such
Shares (partial tenders will not qualify for this preference); and (b) then,
after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
expiration of the Offer, on a pro rata basis, if necessary (with appropriate
adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. llc and J.P. Morgan Securities
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
3
<PAGE>
EXHIBIT (a)(10)
May 4, 1999
Offer to Purchase Common Stock of The Limited, Inc.
Notice to Holders of Vested Stock Options:
Under separate cover, you have been sent materials (the "Tender Offer
Documents") being sent to all stockholders of The Limited, Inc. (the
"Company") in connection with its recently announced offer to purchase up to
15,000,000 outstanding shares of the Company's common stock, $.50 par value
per share (such shares, together with all other outstanding shares of common
stock of the Company, are herein referred to as the "Shares"), at a price
specified by such stockholders not greater than $55.00 nor less than $50.00
per Share, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated May 4, 1999 and in the related Letter of Transmittal, which
together constitute the "Offer".
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), after
taking into account the number of Shares so tendered and the prices specified
by tendering stockholders. The Company will select the lowest Purchase Price
that will allow it to purchase 15,000,000 Shares (or such lesser number as are
validly tendered and not withdrawn at prices not greater than $55.00 nor less
than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares
are purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer.
As a holder of vested stock options, you may wish to exercise any or all of
your vested options, and then tender the Shares so acquired to the Company
pursuant to the terms of the Offer. To assist you, attached is a summary of
your stock option grants, including the grant date, exercise price, and the
number of options from each grant that are currently available for you to
exercise.
You will need to evaluate the Tender Offer Documents to determine if
participation would be advantageous to you, based on your stock option
exercise prices, the date of your stock option grants and the years left yet
to exercise your options, the range of tender prices, and the provisions for
pro rata purchases by the Company outlined in the Offer.
We strongly encourage you to discuss the Offer with your tax advisor or
broker. Merrill Lynch is also available to assist in answering any questions
you may have. They can be reached at (614) 225-3194, if calling from Columbus,
Ohio, or (800) 637-3766 (toll-free), if calling from outside Columbus, Ohio.
If you decide to exercise any of your stock options, attached is a Form B--
Notice of Exercise for you to use. The Offer expires on Tuesday, June 1, 1999,
unless extended by the Company. If you do intend to exercise stock options in
order to tender Shares in the Offer, you will need to exercise your options by
Monday, May 24, 1999, in order to obtain Shares to tender by June 1, 1999.
As described in the Offer to Purchase, if fewer than all Shares validly
tendered at or below the Purchase Price prior to the expiration of the Offer
are to be purchased by the Company, the Company will purchase Shares in the
following order of priority: (a) all "odd lot" Shares tendered at or below the
Purchase Price prior to the expiration of the Offer by any stockholder who
owned beneficially as of the close of business on May 3, 1999, an aggregate of
fewer than 100 Shares, and who validly tenders all of such Shares (partial
tenders will not qualify for this preference); and (b) then, after purchase of
all of the foregoing Shares, all other Shares validly tendered at or below the
Purchase Price and not withdrawn prior to the expiration of the Offer, on a
pro rata basis, if necessary (with appropriate adjustments to avoid purchases
of fractional Shares).
<PAGE>
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. llc and J.P. Morgan Securities
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
2
<PAGE>
Exhibit (a)(11)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase
dated May 4, 1999 and the related Letter of Transmittal and is not being
made to, nor will tenders be accepted from or on behalf of, holders of
Shares in any jurisdiction in which the making of the Offer or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions whose laws require that the
Offer be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Company by Lazard Freres &
Co. LLC and J.P. Morgan Securities Inc. or one or more
registered brokers or dealers licensed under the laws of
such jurisdictions.
Notice of Offer to Purchase for Cash
by
The Limited, Inc.
Up to 15,000,000 Shares of its Common Stock
The Limited, Inc., a Delaware corporation (the "Company"), invites holders
of its common stock, $.50 par value per share (the "Shares"), to tender their
Shares at prices specified by such stockholders, not greater than $55.00 nor
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 the related Letter of Transmittal, which
together constitute the "Offer".
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to certain conditions. See Section 6
of the Offer to Purchase for a description of the conditions to the Offer.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999 (THE "EXPIRATION
DATE"), UNLESS THE OFFER IS EXTENDED.
The Company will determine a single per Share price (not greater than $55.00
nor less than $50.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified
by tendering stockholders. The Company will select the lowest Purchase Price
that will allow it to purchase 15,000,000 Shares (or such lesser number of
Shares as are validly tendered at prices not greater than $55.00 nor less than
$50.00 per Share) pursuant to the Offer. All stockholders whose Shares are
purchased by the Company will receive the Purchase Price for each Share
purchased in the Offer. Upon the terms and subject to the conditions of the
Offer, including the provisions thereof relating to proration and "odd lot"
tenders, the Company will purchase all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn prior to the Expiration Date. Upon
the terms and subject to the conditions of the Offer, if more than 15,000,000
Shares have been validly tendered and not withdrawn prior to the Expiration
Date, the Company will purchase Shares in the following order of priority:
(a) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned
beneficially an aggregate of fewer than 100 Shares as of the close of
business on May 3, 1999, and who validly tenders all of such Shares
(partial tenders will not qualify for this preference); and
<PAGE>
(b) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date on a pro rata basis, if necessary (with appropriate
adjustments to avoid purchases of fractional Shares).
The Company expressly reserves the right, in its sole discretion, to (i)
extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary (as defined below) or (ii)
amend the Offer in any respect by making a public announcement of such
amendment.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after July 2, 1999 unless theretofore accepted for
payment as provided in the Offer to Purchase. To be effective, a written,
telegraphic or facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth in the Offer to
Purchase and must specify the name of the person who tendered the Shares to be
withdrawn and the number of Shares to be withdrawn and the name of the
registered holder of the Shares, if different from that of the person who
tendered such Shares. If the Shares to be withdrawn have been delivered to the
Depositary, a signed notice of withdrawal (with signatures guaranteed by an
"Eligible Institution" (as defined in the Offer to Purchase), except in the
case of Shares tendered by an Eligible Institution) must be submitted prior to
the release of such Shares. In addition, such notice must specify, in the case
of Shares tendered by delivery of certificates, the name of the registered
holder (if different from that of the tendering stockholder) and the serial
numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility (as defined in
the Offer to Purchase) to be credited with the withdrawn Shares. Withdrawals
may not be rescinded and Shares withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, withdrawn Shares may be
retendered by again following one of the procedures described in Section 3 of
the Offer to Purchase at any time prior to the Expiration Date.
For purposes of the Offer, the Company will be deemed to have accepted for
payment, subject to the proration and "odd lot" provisions of the Offer,
Shares that are validly tendered and not withdrawn as, if and when it gives
oral or written notice to First Chicago Trust Company of New York (the
"Depositary") of its acceptance for payment of such Shares.
While the Board of Directors of the Company believes that the Shares
represent an attractive investment for its continuing stockholders, the
purpose of the Offer is to allow those stockholders wishing to receive cash
for a portion of their Shares an opportunity to do so at a price in excess of
recent trading prices for the Shares.
Neither the Company nor its Board of Directors makes any recommendation to
any stockholder whether to tender any or all Shares. Leslie H. Wexner,
Chairman, President and Chief Executive Officer of the Company, his immediate
family members and affiliated entities have agreed not to tender any Shares
pursuant to the Offer. The Company has been advised that its other directors
and executive officers have not determined whether to tender their Shares
pursuant to the Offer. Stockholders must make their own decision whether to
tender Shares and, if so, how many Shares to tender.
The information required to be disclosed by Rule 13e-4(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended,
is contained in the Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares of the Company and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the stockholder list or, if applicable,
who are listed as participants in a clearing agency's security position
listing for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and Letter of Transmittal contain important
information which should be read before any decision is made with respect to
the Offer.
2
<PAGE>
Requests for copies of the Offer to Purchase and the related Letter of
Transmittal and other tender offer materials may be directed to the
Information Agent or the Dealer Managers as set forth below, and copies will
be furnished promptly at the Company's expense.
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
or
Call Toll-Free (800) 829-6554
The Dealer Managers for the Offer are:
<TABLE>
<S> <C>
Lazard Freres & Co. llc J.P. Morgan & Co.
30 Rockefeller Plaza 60 Wall Street
New York, New York 10020 New York, New York
10260
</TABLE>
May 4, 1999
3
<PAGE>
Exhibit (a)(12)
THE LIMITED, INC. ANNOUNCES FIRST QUARTER EARNINGS
EXPECTATIONS AND MAJOR ACTIONS
TO INCREASE SHAREHOLDER VALUE
--First Quarter Earnings Expected to Exceed Analysts' Estimates--
------------------------------------------------------------------
-- The Limited, Inc. to Self-Tender for up to 15 Million Shares of Stock --
---------------------------------------------------------------------------
--The Limited, Inc. to Spin-Off Limited Too to Shareholders --
---------------------------------------------------------------
-- The Limited, Inc. to Sell a Majority Interest in Galyan's Trading Co. --
---------------------------------------------------------------------------
--Declaration of 98th Consecutive Quarterly Dividend--
------------------------------------------------------
(Columbus, Ohio) May 3, 1999 --"We're very pleased today to announce important
next steps in our ongoing efforts to create sustained growth of shareholder
value. First, the performance of our apparel brands in the first quarter was
very encouraging and will enable us to deliver earnings that will exceed
analysts' estimates. In addition, we are announcing three transactions that
continue our aggressive positioning of the Company as a family of the world's
best fashion brands and focus our time, talent and capital on the highest return
opportunities," said Leslie H. Wexner, Chairman and CEO of The Limited, Inc.
(NYSE/LSE: LTD).
"Specifically, we will:
. Self-tender for up to 15 million shares of The Limited, Inc. common stock.
. Spin-off Limited Too to shareholders in a tax-free transaction enabling it to
be a fully independent company.
. Sell a majority interest in our Galyan's Trading Co., an active lifestyle
superstore retailer, to Freeman Spogli & Co."
First Quarter Expectations
- ---------------------------
Mr. Wexner commented: "For the past several years, we have been growing our
brand recognition with great success at Victoria's Secret and Bath & Body Works,
both units of Intimate Brands. The historic live Webcast of the `World's Most
Watched Fashion Show' broke Internet and e-commerce records. We are bringing
the same focus and innovation to our apparel businesses, as demonstrated by our
first quarter results."
<PAGE>
Specifically, the Company expects to report April total sales of $639.9 million,
an increase in comparable store sales of 5% and first quarter earnings per share
of $.14, an increase of 56% over an adjusted $.09 per share in 1998. This
represents a significant increase over the current Wall Street consensus
estimate of $.10 per share, and is primarily the result of strong first quarter
performances at the Express, Lerner New York, Lane Bryant, and Limited Too
brands, as well as at Intimate Brands, Inc. (NYSE: IBI).
Additionally, due to the momentum in the apparel brands, the Company now expects
to exceed the current second quarter Wall Street consensus estimate of $.15 per
share by $.03.
15 Million Share Stock Repurchase
- ---------------------------------
"The Board has been evaluating uses of excess cash generated from both
operations and the sale of non-core assets over the last several years. We have
now determined that, with the improved performance of our apparel brands, a
significant share repurchase would be a tax-efficient way to distribute this
excess cash to shareholders. This share repurchase further demonstrates
management's and the Board's confidence in our business and its future," Mr.
Wexner said.
Accordingly, The Limited, Inc.'s Board of Directors has authorized the
repurchase of up to 15 million shares of its common stock. Neither Mr. Wexner
nor his affiliates will participate. The repurchase will be made through a
"Dutch Auction" tender offer in which The Limited, Inc.'s shareholders will be
given the opportunity to sell a portion or all of their shares to the Company at
a price of not less than $50 per share, and not more than $55 per share. The
offer to purchase shares will commence on May 4,1999 and will expire at 12:00
midnight, New York City time on June 1, 1999, unless extended by the Company.
If the number of shares tendered is greater than the number sought, the Company
will select the lowest price within the stated range that will allow it to buy
15 million shares, with purchases to be made on a pro rata basis from
shareholders tendering at or below the purchase price.
The Company also announced the rescission of the Contingent Stock Redemption
Agreement, thereby making available the $351.6 million in cash that previously
had been held on a restricted basis to honor the Company's obligations under the
Agreement. This cash and other available funds will be utilized to repurchase
shares under the self-tender.
This news release is neither an offer to purchase nor a solicitation of offers
to sell common stock. The self-tender is being made only by means of an Offer
to Purchase and related documents, copies of which will be mailed to all
shareholders and filed with the Securities and Exchange Commission, and may also
be obtained from the information agent, D.F. King & Co., Inc. In connection
with the self-tender, The Limited, Inc. has retained Lazard Freres & Co. LLC and
J.P. Morgan & Co. to act as dealer managers.
Spin-Off of Limited Too to Shareholders
- ----------------------------------------
The Company plans to establish Limited Too as a fully independent public company
through a 100% spin-off to Limited, Inc. shareholders. The spin-off is expected
to be tax-free and occur in
2
<PAGE>
late July or August 1999. Accordingly, shares tendered and accepted by the
Company in today's announced self-tender will not be eligible to receive shares
of Limited Too distributed in the spin-off. Shares of Limited Too stock are
expected to trade on the New York Stock Exchange.
Mr. Wexner said, "Like Abercrombie & Fitch (NYSE: ANF), Limited Too will now
have direct accountability to public investors and increased strategic
flexibility to pursue continued growth. At the same time, The Limited, Inc. can
continue to intensify its focus on growing its own businesses and further
developing its strong portfolio of brands. We believe the spin-off will allow
investors to more effectively evaluate each company, thereby maximizing
shareholder value over the long term.
"Under Michael Rayden and his team, Limited Too has become a remarkable success,
having created a focused and differentiated brand image for fashion-aware girls
aged 7 to 14 who follow the latest trends. Under Michael's leadership, in the
period from fiscal 1996 to fiscal 1998, Limited Too has increased its sales from
$259 million to $377 million and significantly improved its profitability."
In connection with the spin-off, The Limited, Inc. has retained J.P. Morgan &
Co. to act as its financial advisor.
Sale of Majority Interest in Galyan's Trading Co.
- -------------------------------------------------
The Company has signed an agreement to sell a majority interest in Galyan's
Trading Co. to an affiliate of Freeman Spogli & Co. to manage and grow the
business. Galyan's would be 60% owned by Freeman Spogli and Galyan's management
and 40% owned by The Limited, Inc. In connection with the transaction, the
Company expects to receive total cash proceeds of $190 million, including
proceeds from sale-leaseback transactions. The transaction, which remains
subject to financing, is expected to close in late June or July. Galyan's
Trading Co. currently operates 16 active lifestyle superstores, and had fiscal
1998 revenues of $220 million.
Mr. Wexner commented, "Galyan's has had solid performance and is an excellent
growth company. As we've demonstrated in the past with similar transactions
involving Brylane, Inc., and Alliance Data Systems, our transaction processor,
this type of transaction can be an effective way of maximizing value for our
shareholders."
Freeman Spogli & Co. is a private investment firm, based in Los Angeles and New
York, dedicated exclusively to investing together with management in growing
companies.
Declaration of 98th Consecutive Quarterly Dividend
- --------------------------------------------------
The Company also announced the declaration of a quarterly dividend of $.15 per
share, payable on June 30, 1999 to shareholders of record at the close of
business on June 23, 1999. This is the Company's ninety-eighth consecutive
quarterly dividend. Because the self-tender is expected to close before the
dividend record date, shares which are tendered to and accepted by the Company
will not receive the dividend.
3
<PAGE>
The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited
Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently operates
3,408 specialty stores. The Company also owns approximately 84% of Intimate
Brands, Inc. (NYSE: IBI), the leading specialty retailer of intimate apparel,
beauty and personal care products through the Victoria's Secret and Bath &
Body Works brands. Victoria's Secret products are available through 849
lingerie and beauty stores, the Victoria's Secret Catalogue and online at
www.VictoriasSecret.com. Bath and Body Works products are available in 1,101
- -----------------------
stores.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: All forward-looking statements made by the Company involve material risks
and uncertainties and are subject to change based on various important factors
which may be beyond the Company's control. Accordingly, the Company's future
performance and financial results may differ materially from those expressed or
implied in any such forward-looking statements. Such factors include, but are
not limited to; those described in the Company's filings with the Securities and
Exchange Commission. The Company does not undertake to publicly update or revise
its forward-looking statements even if experience or future changes make it
clear that any projected results expressed or implied therein will not be
realized.
# # #
For further information, please contact: Tom Katzenmeyer
Vice President, Investor Relations
The Limited, Inc.
614-415-7555
www.limited.com
4
<PAGE>
Exhibit (a)(13)
THE LIMITED, INC. STOCK TENDER OFFER
ASSOCIATE--QUESTIONS AND ANSWERS
What is a tender offer?
Tender means offer to sell; therefore, a tender offer simply means that you
have the opportunity to sell your shares. It is completely your choice whether
to tender your shares of The Limited, Inc. stock or not.
Why is the Company doing this?
For some time, the Board of Directors and Company management have been
considering possible uses of excess cash generated by the Company's
operations. After careful consideration, including presentations from several
of the Company's financial advisors, the Board of Directors concluded that a
significant share repurchase would be the most desirable use for the Company's
excess cash. The Board concluded that such a repurchase would demonstrate to
the Company's stockholders the Company's confidence it its business, and would
be a tax-efficient way to distribute cash to those stockholders who wanted to
receive cash for a portion of their Shares.
What will happen to the shares of The Limited, Inc. stock that I own in the
Savings and Retirement Plan?
If you own The Limited, Inc. stock in your Savings and Retirement Plan
account, you will also have the opportunity to tender these shares--however,
the money from the sale of your shares will not be distributed to you, but
will be reinvested in your SARP account. The reinvestment in your account will
be based on what investment election you have made for investment of your
future contributions. As previously announced, if you would like to change
your future investment election, you may do so by calling the SARP Line. If
you do have The Limited, Inc. stock in your SARP account, you will be getting
a separate package at your home next week, describing in detail what choices
you have.
What will happen to the shares I own through the Employee Stock Purchase Plan?
If you have shares of The Limited, Inc. stock in your Employee Stock Purchase
Plan, you will be receiving a copy of the tender offer package from Merrill
Lynch. It will provide all of the details of the offer, and will give you
instructions about how to tender your shares if you wish to do so.
How do I tender (offer to sell) my shares of The Limited, Inc. stock?
If you own shares of The Limited, Inc. stock, you will receive a tender offer
package. This package will provide you with the complete details of the offer,
and provide you with instructions about how to tender your shares, if you wish
to do so. Remember that if you own shares through multiple plans or brokers,
you will be receiving packages from each.
If I have The Limited, Inc. stock options, what happens with those?
If you have been granted The Limited, Inc. stock options, you will receive a
letter outlining what you should do if you choose to exercise those options in
order to tender your shares. It will also provide you with information of who
to call should you have questions.
How do I know how many shares I actually own and can tender?
If you hold shares of The Limited, Inc. stock outright, or through the SARP or
the ESPP, you will be receiving detailed information regarding the tender
offer and how many shares you own. You may receive multiple packages if you
own shares through more than one plan or brokerage account; therefore, it is
important that you read each package in detail.
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Who can I talk with to get more information about what this all means to me?
If you own shares of The Limited, Inc. stock, we recommend that you wait until
you receive your tender offer package(s) in the mail and have had an
opportunity to review the details of the offer. Then, if you have questions
regarding your personal situation, beginning on Tuesday, May 4, you may call
Merrill Lynch at 1-800-637-3766 for assistance. This number is available from
8 a.m. through 7 p.m. EST Monday through Friday--again beginning on May 4.
What price will I get for The Limited, Inc. shares that I sell?
You may specify the minimum price at which you are willing to sell your
shares. The Company will determine a single purchase price (not greater than
$55.00 nor less than $50.00 per share) that it will pay for the shares validly
tendered pursuant to the offer after taking into account the number of shares
tendered and the prices specified by tendering shareholders. The Company will
select the lowest purchase price that will allow it to purchase 15,000,000
shares (or such lesser number as are validly tendered and not withdrawn at
prices not greater than $55.00 nor less than $50.00 per share). This process
is called a "Dutch auction". If you tender (offer to sell) your shares at or
below the purchase price determined by the Company under the "Dutch auction"
process, then you will receive the purchase price for each share that is
accepted to be purchased (even if you indicated that you were willing to sell
your shares for less than the purchase price). If, at the end of the tender
period, more than 15 million shares have been tendered (offered to be sold) at
or below the purchase price, then the number of shares will be "prorated". For
example, if 15 million shares can be bought by the Company and 30 million
shares are tendered at or below the purchase price by shareholders, then 50%
of what each shareholder offered to sell at or below the purchase price will
actually be bought. Special procedures will apply to tendering shareholders
who own less than 100 total shares. The tender offer package will explain
these procedures.
How do I maximize the chance that the Company will purchase my shares?
If you want to maximize the chance that the Company will purchase your shares
you may elect to tender (offer to sell) your shares at the purchase price
determined by the "Dutch auction" process described above. This action will
cause you to receive a price per share as low as $50.00 or as high as $55.00
per share.
How long do I have to decide what I want to do?
The tender period will begin on Tuesday, May 4, and end on Tuesday, June 1,
unless extended by the Company. If you hold shares through the ESPP or the
SARP, your deadline under those plans is slightly sooner. You will need to
read your tender materials carefully to ensure you comply with and respond by
the deadline outlined in each package.
When will I know how many of my shares have been sold?
At the end of the tender period, all of the shares that have been offered to
be sold by shareholders will be tallied, and if there is a need to prorate the
number of shares, it will be done at that time. Once all of that is complete,
you will be notified within a couple of weeks of the percentage of the shares
that you tendered that were actually sold.
What if I do not want to sell?
If you do not want to sell your shares, do nothing.
If I decide to sell, when will I get my money?
If you decide to sell, the purchase price will be paid to you as soon as
practicable after it has been determined what percentage of the total number
of shares tendered will be purchased by the Company.
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Will I have to pay brokerage fees if I decide to sell some of my shares?
No.
Will I have to pay any taxes if I decide to sell some of my shares?
You may owe taxes on the sale of your shares, as you would normally. If you
have questions, we encourage you to talk to your tax advisor about your
personal situation.
If I own stock in Intimate Brands, Inc. or Abercrombie & Fitch Co. are those
affected?
This tender offer applies only to shares of The Limited, Inc. stock. If does
not apply to any shares you may own in Intimate Brands, Inc. or Abercrombie &
Fitch Co.
Will I still be entitled to receive the forthcoming quarterly dividend on the
shares that I tender?
Shares of The Limited, Inc. stock which are sold to the Company will not be
entitled to receive the next quarterly dividend. However, if the Company does
not buy all of the shares which you offered to sell, it will return the
unpurchased shares to you, and you will be entitled to receive the next
dividend on those shares.
Will I be entitled to receive shares of Limited Too in the Limited Too spinoff
for the shares I tender in the offer?
Shares of The Limited, Inc. stock which you sell to the Company in this offer
will not participate in the Limited Too spinoff. However, if the Company does
not buy all of the shares that you tender, it will return the unpurchased
shares to you, and you will be entitled to receive shares of Limited Too in
the Limited Too spinoff with respect to the returned shares.
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Exhibit (c)(1)
--------------
AGREEMENT
THIS AGREEMENT is made and entered into as of May 3, 1999 by and among The
Limited, Inc., a Delaware corporation (the "Company"), Leslie H. Wexner, in his
individual capacity (in such capacity, "Wexner"), and Leslie H. Wexner, as
Trustee (in such capacity, the "Trustee") of The Wexner Children's Trust under a
Trust Agreement dated January 24, 1996 (the "Trust").
RECITALS
--------
WHEREAS, the Company desires to distribute its interest in Limited Too pro
rata to its shareholders (the "Limited Too Spin-Off") in a transaction which
will qualify for tax-free treatment under Section 355 of the Internal Revenue
Code of 1986, as amended; and
WHEREAS, the Company, Wexner and the Trustee are parties to a Contingent
Stock Redemption Agreement, dated as of January 26, 1996 and amended on July 19,
1996 (as so amended, the "Contingent Stock Redemption Agreement"); and
WHEREAS, the parties desire to rescind the Contingent Stock Redemption
Agreement, including, without limitation, the credit support established by the
Company and its wholly-owned subsidiary, Special Funding, Inc., as required by
Section 3.06 of the Contingent Stock Redemption Agreement (the "Credit
Support"); and
WHEREAS, the Company desires to utilize approximately $351,000,000. of cash
presently restricted under the Credit Support, which will become unrestricted
upon the rescission of the Contingent Stock Redemption Agreement, together with
an additional approximately $449,000,000 of available cash, to purchase in a
modified "Dutch auction" tender offer (the "Tender Offer") shares of the
Company's common stock from shareholders other than Wexner and certain related
parties;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants of the parties hereto contained herein, the parties hereto agree as
follows:
<PAGE>
Section 1. Rescission of the Contingent Stock Redemption Agreement and
-----------------------------------------------------------
Credit Support. As of the date hereof, the Contingent Stock Redemption
- --------------
Agreement shall be deemed, for all purposes, to be rescinded, as if such
agreement was never of any force or effect, with no further action required of
any of the parties hereto to effect such rescission. Without limiting the
generality of the foregoing sentence, the rescission of the Contingent Stock
Redemption Agreement shall terminate the Credit Support. Each of the parties
agrees to take such actions and to execute and deliver such instruments as may
be reasonably requested by the other to effectuate the transactions contemplated
hereby, including, without limitation, the termination of the Credit Support.
Section 2. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to Wexner and the Trustee that (a) the Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder, (b) the execution and
delivery of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or any of
the transactions contemplated hereby, and (c) this Agreement has been duly
executed and delivered by the Company and, assuming this Agreement constitutes a
valid and binding obligation of Wexner and the Trustee, constitutes a valid and
binding obligation of the Company and is enforceable against the Company in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and the availability of equitable
remedies may be limited by equitable principles of general applicability.
Section 3. Representations and Warranties of the Trustee. The Trustee
---------------------------------------------
represents and warrants to the Company that (i) the Trust has been duly
constituted and is validly existing under the laws of the State of Ohio, and has
the requisite power and authority to enter into this Agreement and to carry out
its obligations hereunder, (ii) the execution and delivery of this Agreement by
the Trustee and the consummation by the Trustee of the transactions contemplated
hereby have been duly authorized by all necessary action under the Trust's trust
agreement and no other proceedings on the part of the Trustee or any other
person are necessary to authorize this Agreement or any of the transactions
contemplated hereby, and (iii) this Agreement has been duly executed and
delivered by the Trustee and, assuming this Agreement constitutes a valid and
binding obligation of the Company and Wexner, constitutes a valid and binding
obligation of the Trustee and/or its successors in trust, enforceable in
accordance with its terms,
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except as the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and the availability of equitable remedies may be limited by equitable
principles of general applicability.
Section 4. Representations and Warranties of Wexner. Wexner represents
----------------------------------------
and warrants to the Company that the Agreement has been duly executed and
delivered by Wexner and, assuming this Agreement constitutes a valid and binding
obligation of the Company and the Trustee, constitutes a valid and binding
obligation of Wexner, enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
the availability of equitable remedies may be limited by equitable principles of
general applicability.
Section 5. Covenants of Wexner. (a) Wexner agrees that he will not, and
-------------------
will cause all members of his Immediate Family (as such term is defined in Rule
16a-1(e) under the Securities Exchange Act of 1934, as amended) who reside in
his household and any corporation, partnership, trust or other entity, all of
the stockholders, partners, owners or beneficiaries of which are Wexner or
members of his Immediate Family not to, tender any shares of Common Stock in the
Tender Offer.
(b) Immediately prior to the Limited Too Spin-Off and any other spin-off or
split-off of one or more businesses owned, directly or indirectly, by the
Company (any such transaction, including, without limitation, the Limited Too
Spin-Off, a "Spin-Off Transaction"), which Spin-Off Transaction occurs within 24
months of the date of this Agreement, Wexner will, if required in order for such
Spin-Off Transaction to be tax-free under applicable law, represent and warrant
in writing to the Company and counsel to the Company that, as of the effective
date of such Spin-Off Transaction, none of Wexner, the Wexner Children's Trust,
or any other person or entity described in Section 5(a) of this Agreement has
any then-current plan or intention to sell exchange, transfer by gift or
otherwise dispose of, after the effective date of the Spin-Off Transaction, any
stock in, or securities of, the Company and Limited Too or any other business
distributed to the Company's shareholders pursuant to that Spin-Off Transaction,
as the case may be.
Section 6. Notices. All notices, requests, demands and other
-------
communications hereunder shall be in writing and shall be either (i) hand-
delivered, (ii) delivered by reputable overnight courier delivery or (iii) sent
by telecopy (with receipt confirmed) and shall be deemed given upon delivery
when hand-delivered, or one business day after having been deposited with the
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overnight courier service or upon receipt of confirmation of telecopier,
addressed as follows (or to such other address as a party may designate by
notice to the other):
If to Wexner:
Leslie H. Wexner
c/o The Limited, Inc.
Three Limited Parkway
P.O. Box 1600
Columbus, OH 43216
Facsimile: (614) 415-7208
If to the Trustee:
The Wexner Children's Trust
c/o The Limited, Inc.
Three Limited Parkway
P.O. Box 1600
Columbus, OH 43216
Attention: Leslie H. Wexner
Facsimile: (614) 415-7208
If to the Company:
The Limited, Inc.
Three Limited Parkway
P.O. Box 1600
Columbus, OH 43216
Attention: General Counsel
Facsimile: (614) 415-7188
Section 7. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed to be an original but all of which together shall
constitute one and the same document.
Section 8. Governing Law. This Agreement shall be governed by, and
-------------
construed and interpreted in accordance with, the laws of the State of New York.
Section 9. Assignment; Third Party Beneficiaries. This Agreement may not
-------------------------------------
be assigned by any of the parties hereto. Nothing in this Agreement, expressed
or implied, shall be construed to give any person other than the parties
4
<PAGE>
hereto and their successors any legal or equitable right, remedy or claim under
or by reason of this Agreement or any provision contained herein.
Section 10. Public Announcements. Wexner and the Company shall jointly
--------------------
approve any public announcements relating to this Agreement or the transactions
contemplated hereby.
Section 11. Entire Agreement. This Agreement and any documents delivered
----------------
by the parties pursuant hereto, constitute the entire understanding and
agreement of the parties hereto with regard to the subject matter hereof and
thereof, and supersedes all prior agreements and understandings, written or
oral, between the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
THE LIMITED, INC.
By: /s/ Kenneth B. Gilman
_______________________
Name: Kenneth B. Gilman
Title: Vice Chairman and
Chief Administrative Officer
LESLIE H. WEXNER
/s/ Leslie H. Wexner
_____________________________
/s/ Leslie H. Wexner
_____________________________
LESLIE H. WEXNER
as Trustee of The
Wexner Children's Trust
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