LIMITED INC
SC 13E4/A, 1999-06-11
WOMEN'S CLOTHING STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                FINAL AMENDMENT
                                       to
                                 SCHEDULE 13E-4

                         Issuer Tender Offer Statement
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                               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
             -----------------------------------------------------
     (Date tender offer first published, sent or given to security holders)







===============================================================================






<PAGE>



     This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed on May 4, 1999, as amended on May 6, 1999,
May 18, 1999, May 25, 1999, June 2, 1999 and June 4, 1999 (the "Schedule
13E-4"), by The Limited, Inc., a Delaware corporation (the "Company"), relating
to its offer to purchase up to 15,000,000 outstanding shares of its common
stock, $0.50 par value per share (the "Shares") at a price specified by
stockholders, not greater than $55.00 per Share and not less than $50.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase")
and in the related Letter of Transmittal, copies of which are attached as
Exhibits (a)(1) and (a)(2) to the Schedule 13E-4.

     Terms used but not defined herein are used as defined in the Offer to
Purchase.

   Item 8.  Additional Information.

     On June 10, 1999, the Company issued a press release, a copy of which is
filed as Exhibit (a)(19) hereto and is incorporated herein by reference.

    Item 9.  Material to be Filed as Exhibits.

     Item 9 is amended by adding the following exhibit:

              (a) (19) Press Release dated June 10, 1999







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<PAGE>



                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                              THE LIMITED, INC.



                                              By: /s/ Kenneth B. Gilman
                                                 ------------------------------
                                                 Kenneth B. Gilman
                                                 Vice Chairman and
                                                 Chief Administrative Officer


Dated: June 11, 1999




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<PAGE>



                                 EXHIBIT INDEX




Exhibit Number                   Description
- --------------                   -----------
(a)(19)                          Press Release issued by the Company,
                                 dated June 10, 1999




                                       4















                                EXHIBIT (a)(19)



                                       5

<PAGE>




                  THE LIMITED, INC. ANNOUNCES FINAL RESULTS OF
                          "DUTCH AUCTION" TENDER OFFER

     COLUMBUS, Ohio, June 10, 1999 -- The Limited, Inc. (NYSE/LSE: LTD) today
announced the final results of its modified "Dutch Auction" tender offer to
purchase up to 15,000,000 shares of its outstanding common stock. The tender
offer, which was oversubscribed, expired at 12:00 midnight, New York City time,
on Thursday, June 3, 1999.

     The Limited, Inc. announced that 35,493,312 shares of its common stock
were properly tendered and not withdrawn at $50.00 per share. The Limited, Inc.
has accepted for purchase and will promptly pay for 15,000,000 of these shares,
including all shares tendered at the purchase price in "odd lots" by persons
beneficially owning less than 100 shares of The Limited, Inc. common stock. The
Limited, Inc. has been informed by the depositary for the tender offer, First
Chicago Trust Company of New York, that the final proration factor, after
giving effect to the "odd lot" tender procedures, is 42.132116%. Following
purchase of the 15,000,000 shares pursuant to the tender offer, there will be
approximately 214 million shares of The Limited, Inc. common stock issued and
outstanding. Lazard Freres & Co. LLC and J.P. Morgan & Co. acted as Co-Dealer
Managers for the tender offer.

     The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited
Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently operates
3,399 specialty stores. The Company also owns approximately 84% of Intimate
Brands, Inc. (NYSE: IBI), the leading speciality retailer of intimate apparel,
beauty and personal care products through the Victoria Secret and Bath & Body
Works brands. Victoria 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 1,108
stores.

                                      ###


For further information, please contact:      Tom Katzenmeyer
                                              Vice President, Investor Relations
                                              The Limited, Inc.
                                              614-415-7076
                                              www.limited.com



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