As filed with the Securities and Exchange Commission on July 28, 1999
Registration No. 333-78485
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTIMATE BRANDS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 31-1436998
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Limited Parkway
P.O. Box 16000
Columbus, OH 43216
(614) 415-6900
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Samuel P. Fried, Esq. Copy to:
Intimate Brands, Inc. Sarah Jones Beshar
Three Limited Parkway Davis Polk & Wardwell
P.O. Box 16000 450 Lexington Avenue
Columbus, OH 43216 New York, NY 10017
(614) 415-6900 (212) 450-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Approximate date of commencement of proposed sale
to the public: From time to time after
this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered Per Share (1) Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value.................. 750,000.shares $51.1875 $38,390,625 $10,673
===============================================================================================================================
(1) Based upon the average of the high and low prices in the daily composite
list for transactions on the New York Stock Exchange on May 12, 1999 in
accordance with Rule 457(c).
</TABLE>
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
Issued July 26, 1999
[Intimate Brands logo]
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DIRECT INVESTMENT PLAN
750,000 Shares of Class A Common Stock, par value $.01 per share
We are offering IBInvest direct, a direct stock purchase plan through
which you can begin and build your ownership in our common stock and reinvest
dividends. Under this plan,
o shareholders who hold shares of our Class A common stock, $.01 par
value in their name may enroll in the plan
o you may become a shareholder by either investing at least $500 or by
authorizing automatic withdrawals of at least $100 for five
consecutive transactions
o once enrolled, you may make additional investments of $100 or more up
to $250,000 per year
o you may elect to automatically reinvest your dividends to purchase
additional shares of our Class A common stock
o you may deposit your common stock certificates with the plan
administrator for safekeeping
o you may establish an Individual Retirement Account which invests in
our common stock through the plan
o you will be required to pay certain fees in connection with the plan
We have appointed First Chicago Trust Company of New York to administer
this plan with EquiServe Limited Partnership to act as service agent. All plan
purchases will be made by the plan administrator at 100% of the then current
market price of our common stock, calculated as described in this prospectus,
either in the open market or from Intimate Brands.
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The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 26, 1999
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
TABLE OF CONTENTS
Page
----
Where You Can Find More Information...........................................2
Intimate Brands, Inc..........................................................3
IBInvest direct...............................................................3
Enrollment Procedures.........................................................3
Methods of Investment.........................................................4
Dividends.....................................................................5
Purchase of Intimate Brands Common Stock......................................5
Sale of Intimate Brands Common Stock..........................................6
Discontinue or Change Plan Participation......................................6
Certificate Safekeeping.......................................................6
Transfer of Shares and Gifts..................................................7
Service Fees..................................................................7
Reports to Participants.......................................................8
Stock Splits; Stock Dividends; Other Distributions............................8
Rights of Participants........................................................8
Responsibility of EquiServe and Intimate Brands...............................8
Modification or Termination of the Plan.......................................9
Interpretation of the Plan....................................................9
Governing Law.................................................................9
Change of Eligibility; Termination............................................9
U.S. Federal Income Taxation..................................................9
Use of Proceeds..............................................................11
Plan of Distribution.........................................................11
Legal Matters................................................................11
Experts......................................................................11
Inquiries....................................................................11
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Information on the operation of the Public Reference Room may be
obtained by calling the Commission at 1-800-SEC-0330. You may also inspect our
filings at the regional offices of the Commission located at Citicorp, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
New York, New York 10048 or over the Internet at the Commission's home page at
http://www.sec.gov.
This prospectus constitutes part of a registration statement on Form S-3
filed with the Commission under the Securities Act of 1933 (the "Securities
Act"). It omits some of the information contained in the registration statement,
and reference is made to the registration statement for further information with
respect to Intimate Brands, Inc. and the shares of common stock offered hereby.
Any statement contained in this prospectus concerning the provisions of any
document filed as an exhibit to the registration statement or otherwise filed
with the Commission is not necessarily complete, and in each instance reference
is made to the copy of the document filed.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference our Form 10-K for the fiscal year ended January 30, 1999 and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until we sell all of the securities.
You may request a copy of these filings at no cost, by writing or
telephoning Intimate Brands, Inc., Three Limited Parkway, P.O. Box 16000,
Columbus, OH 43216, telephone number (614) 415-6900.
2
<PAGE>
INTIMATE BRANDS, INC.
Intimate Brands, Inc. purchases, distributes and sells intimate and other
women's apparel and personal care products. Through widely recognized brand
names such as Victoria's Secret and Bath & Body Works, we operate over 1,800
specialty stores and distribute our products through the Victoria's Secret
Catalogue and over the Internet. Our apparel merchandise is targeted to appeal
to customers in specialty markets who have distinctive consumer characteristics.
We offer a broad range of products, including lingerie, hosiery, swimwear,
accessories, beauty products, shoes, women's apparel and specialty gift items.
Our principal executive offices are located at Three Limited Parkway, P.O.
Box 16000, Columbus, OH 43216 and our telephone number is (614) 415-6900.
IBINVEST DIRECT
Purpose. IBInvest direct is an investor service plan through which you can
begin and build your ownership of our common stock and reinvest dividends.
Administration. We have appointed First Chicago Trust Company of New York
to administer the plan, with EquiServe Limited Partnership as service agent.
First Chicago and EquiServe will be jointly referred to as "EquiServe" in this
prospectus. EquiServe will purchase and hold shares of stock acquired under the
plan, maintain records, send statements of account to participants, and perform
other duties related to the plan.
Eligibility. Any person or entity is eligible to participate in the plan
provided that (i) such person or entity fulfills the requirements described
below under "Enrollment Procedures" and (ii) in the case of foreign investors,
participation is limited to shareholders whose participation would not violate
local laws and regulations.
Regulations in certain countries may limit or prohibit participation in
this type of plan. Therefore, if you reside outside the U.S. and wish to
participate in the plan, you should first determine whether you are subject to
any governmental regulations prohibiting your participation.
Ownership of Shares. The shares of our common stock you choose to hold
under the plan are recorded in electronic registration (also known as book-entry
or uncertificated) form. You are the beneficial owner of your electronically
registered shares and enjoy the same shareholder benefits as you would if you
held a certificated share, except that you will not be subject to the risk of
certificate theft, loss or misplacement.
ENROLLMENT PROCEDURES
Shareholders. Shareholders who hold shares of Intimate Brands common stock
registered directly in their name may participate in the plan by using any plan
service at any time.
Non-shareholders. To participate in the plan, non-shareholders must make
an initial investment of at least $500 by check or money order or authorize
automatic investments of at least $100 per transaction for a minimum of five
consecutive transactions. See "Methods of Investment--Automatic Investment" on
page 4.
"Street Name" Holders. If your shares of common stock are held on your
behalf registered in the name of a bank, a broker, a trustee or other agent, you
may transfer your shares to a plan account by directing such agent to register
the shares directly in your name in direct registration book-entry form.
3
<PAGE>
Individual Retirement Accounts. Individuals may establish an IRA which
invests in Intimate Brands common stock through the plan by either (1) returning
a completed IRA Enrollment Form and making an initial investment to the IRA of
at least $500 or (2) transferring funds from an existing IRA account that have a
fair market value of $500 on the enrollment date and completing an IRA
Enrollment Form and an IRA Transfer Form. These forms and a disclosure statement
are available from EquiServe by calling 1-800-597-7736. You will be charged an
annual fee of $35 for this service.
Share Certificate Conversion. You may convert certificated shares of our
common stock to uncertificated shares for credit to your account by using a
brown, pre-addressed envelope, available from EquiServe upon request, to enclose
your certificate(s), placing first class postage on the envelope (required by
insurance) and mailing it to EquiServe. Your certificate(s) are automatically
insured up to a current market value of $25,000. Stock certificates sent to
EquiServe for deposit should not be endorsed. You will promptly receive a
transaction advice confirming each certificate conversion and credit.
If you do not use the special brown pre-addressed envelope provided by
EquiServe, certificates (unendorsed) should be sent to the address listed under
the Section "Inquiries" on page 11, via registered mail, return receipt
requested and insured for possible mail loss for 2% of the market value (a
minimum stated value of $20); this represents the cost to you of replacing the
certificates if they are lost in the mail.
Certificate Request. You may also ask for a certificate for any of your
whole book-entry shares from the plan by contacting EquiServe. EquiServe will
promptly send you a certificate for the number of full shares you specify. For
information on how to withdraw from the plan entirely, see "Discontinue or
Change Plan Participation" on page 6.
You will be charged fees for participating in the plan. See "Service Fees"
on page 7.
METHODS OF INVESTMENT
Your total annual investments under the plan, including automatic
investments, may not exceed $250,000 per calendar year and must be made in U.S.
dollars. For the purpose of applying this limit, all additional investments
during any calendar year (including automatic ongoing investments and your
initial investment, but excluding dividend reinvestments and share deposits) are
aggregated. No interest will be paid on amounts held by EquiServe pending
investment.
Check Investment. Participants may invest through the plan by mailing a
check or money order for at least $100, payable to "First Chicago Trust--
Intimate Brands", to EquiServe with the detachable transaction form from an
account statement or transaction advice. Purchase orders are scheduled for
processing at least once a week. Upon settlement, EquiServe will credit your
account with the appropriate number of full and fractional shares. All of your
money will be invested less applicable fees and commissions.
Automatic Investment. Automatic investment enables you to pre-authorize
EquiServe to make periodic electronic withdrawals (via Automatic Clearing House
Debit) of at least $100 from your checking or savings account with a U.S.
financial institution to initially enroll or to purchase additional shares of
common stock under the plan. This permits you to make regular investments in an
amount and on a schedule you choose without the inconvenience of writing and
mailing checks.
To authorize automatic investments, you must complete and sign an
Authorization Form for Automatic Deductions and return it to EquiServe.
Authorization forms will become effective as promptly as practicable and, after
initiated, funds will be drawn on either the 1st or 15th (or both) of each month
(whichever date(s) you designate), or if the date falls on a bank holiday, the
next business day. Funds will normally be invested within five business days.
You should allow four to six weeks for the first automatic investment to be
initiated.
4
<PAGE>
You may change or terminate automatic investments by notifying EquiServe
in writing at least six business days prior to the date of the next automatic
investment.
DIVIDENDS
This feature provides you with an efficient and convenient way to increase
your investment in our common stock. If you are a new investor in our common
stock, any dividends you receive on your shares will be automatically reinvested
to purchase additional shares.
If you already are a shareholder of record, you may use your dividends on
all or a specified number of your shares held under the plan to purchase
additional shares of our common stock.
To arrange for the reinvestment of dividends, simply complete and return a
Dividend Reinvestment Authorization Form available from EquiServe. You may
choose either full or partial reinvestment.
Full Reinvestment. Dividends on all shares you hold that are identically
registered and have the same account number will be reinvested in additional
shares of our common stock.
Partial Reinvestment. Dividends on only a specified number of shares you
hold that are identically registered and have the same account number will be
sent to you by check or deposited into your bank account. The balance of your
dividend will automatically be reinvested in additional shares of our common
stock.
You may change your reinvestment option at any time. Dividends can be
reinvested on either certificated or uncertificated shares.
PURCHASE OF INTIMATE BRANDS COMMON STOCK
At our discretion, plan shares will be purchased by EquiServe either on
the open market or directly from Intimate Brands. Shares purchased by EquiServe
on the open market may be made on any stock exchange in the U.S. where the
common stock is traded, in the over-the-counter market, or by negotiated
transactions on such terms as EquiServe may reasonably determine at the time of
purchase. Any shares purchased by EquiServe from Intimate Brands will be made in
accordance with applicable requirements. Neither Intimate Brands nor any
participant shall have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer through
or from whom purchases are to be made.
Purchases will be made weekly, but may be made more frequently when
practicable. If any such date is a day when the New York Stock Exchange is not
open, purchases will be made the next business day. The price you will be
charged for shares purchased under the plan will be 100% of the average price.
When common stock is purchased on the open market, the average price will be the
weighted average purchase price of shares purchased on that date. In the case of
purchases from Intimate Brands, the average price is determined by averaging the
high and low sales prices of common stock as reported on the New York Stock
Exchange Composite Tape on that date.
You will be charged fees to purchase shares of common stock under the
plan. See "Service Fees" on page 7.
5
<PAGE>
SALE OF INTIMATE BRANDS COMMON STOCK
Both participants and non-participants who hold shares in safekeeping may
sell some or all of the whole shares held in your account by calling EquiServe
at 1-800-317-4445 or through the Internet Account Access facility at
www.equiserve.com. You may also mail your request by completing and returning
the appropriate section of a transaction form provided with each statement and
transaction advice to EquiServe. Certificated shares that are converted to
uncertificated shares and credited to your account may be sold through the plan.
EquiServe, at its discretion, will process your sale order promptly,
generally on a daily basis, at 100% of the then current market price of the
common stock, provided that instructions are received before 1:00p.m. U.S.
Eastern Time on a business day during which EquiServe and the relevant
securities market are open. The proceeds of the sale, less applicable fees and
commissions, will be sent to you by check upon settlement. For a schedule of
fees applicable to sales of shares of common stock under the plan, see "Service
Fees" on page 7.
DISCONTINUE OR CHANGE PLAN PARTICIPATION
You may discontinue participation in the plan at any time by ceasing to
use any of the plan services such as dividend reinvestment or purchase of shares
through the plan. Contact EquiServe to change your reinvestment options or to
stop purchase of additional shares by automatic withdrawal. Shares of common
stock held in your plan account will be transferred to a book-entry account
maintained by EquiServe unless you request that EquiServe either (i) send you a
certificate for the number of whole shares held in the plan account and a check
for the value of any fractional shares (based on 100% of the then current market
price of the common stock, less applicable fees); or (ii) sell all shares in
your account as described under "Sale of Intimate Brands Common Stock."
Certificates requested will be issued in the name or names in which the
account is maintained, unless otherwise instructed. If the certificate is to be
issued in a name other than that on the participant's account, the signature(s)
on the instructions or stock power must be Medallion Guaranteed by a financial
institution participating in the Medallion Guarantee program. No certificates
will be issued for fractional shares.
EquiServe will process instructions to stop dividend reinvestment and
return any uninvested funds to you as soon as practicable, without interest. If
such instructions are received on or after an ex-dividend date but before the
related dividend payment date, the request will be processed as described above
and a separate dividend check will be mailed to you as soon as practicable
following the payment date. Thereafter, you will receive dividends in cash
unless and until you instruct EquiServe otherwise.
CERTIFICATE SAFEKEEPING
Both participants and non-participants may deposit some or all of their
certificates with EquiServe for safekeeping. Shares deposited will be credited
to the individual's account as maintained by EquiServe. By using the plan's
safekeeping service, shareholders no longer bear the risk and cost associated
with the loss, theft, or destruction of stock certificates. Shareholders using
this service who are not plan participants will receive dividends in cash until
they enroll in the plan. Shares held in safekeeping may be sold or transferred
as described in "Sale of Intimate Brands Common Stock" and "Transfer of Shares
and Gifts."
To deposit certificates in the plan's safekeeping service, shareholders
should send their certificates by registered and insured mail to EquiServe with
written instructions to deposit such shares. The certificates should not be
endorsed and the assignment section should not be completed. For more detailed
instructions on sending the certificates, see "Enrollment Procedures-- Share
Certificate Conversion."
6
<PAGE>
TRANSFER OF SHARES AND GIFTS
You have full control over the shares credited to your account under the
plan and can transfer or dispose of them at any time. You may transfer your plan
shares to the broker of your choice by calling or writing EquiServe. Within two
business days of EquiServe's receipt of your request, a certificate will be
issued and mailed to you or your broker, at your option. Alternatively, your
plan shares may be transferred directly to your brokerage account through the
Direct Registration System by completing an Authorization to Provide
Broker/Dealer Information Form. This form is available through your broker or
from EquiServe.
You may also transfer the ownership of some or all of your plan shares or
shares held in safekeeping by sending EquiServe written and signed transfer
instructions. Shares may be transferred to new or existing shareholders; new
shareholders will be enrolled in the plan and will receive an account statement
showing the transfer of those shares.
If your shares of our common stock are held by a bank, broker, trustee or
other agent in street or nominee name, you may participate in the plan by
instructing such agent to have some or all of your shares transferred into your
name in direct registration book-entry form.
SERVICE FEES
You will be charged a service fee and brokerage commissions for certain
account transactions. Brokerage commissions represent compensation to the broker
or bank for executing open market transactions. EquiServe will operate through a
registered broker, which may or may not be affiliated with EquiServe. The
current service fees and transaction costs are as follows:
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Initial Investment Fee* $10.00
On-going Investment Fees*
via check $5.00
via Automatic Investment (via ACH Debit) $2.00
Dividend Reinvestment Fee 5% of the amount to
be reinvested, up
to a maximum of
$3.00
Sales Fee** $15.00
Fee for Bounced Checks or Rejected Automatic Investments $25.00
Annual IRA Fee $35.00
================================================================================
* Plus brokerage commission of $.03 per share.
** Plus brokerage commission of $.12 per share.
EquiServe will deduct the applicable transaction processing fees from the
funds received for investment or the payment of dividends. The sales fee will be
deducted from proceeds of a sale. EquiServe will charge applicable fees for IRA
accounts as described in the disclosure statement. If not paid separately, the
annual IRA fee will be deducted from the participant's initial investment.
Thereafter, if not paid separately, the annual IRA fee will be deducted from the
participant's plan account by selling sufficient shares to cover the fee.
7
<PAGE>
REPORTS TO PARTICIPANTS
EquiServe will establish and maintain a separate account under the plan
for each participant. Promptly after you purchase, sell or deposit your shares
through the plan, you will receive a transaction advice with the details of the
transaction. After each dividend reinvestment, you will receive a detailed
statement showing the amount of the latest dividend reinvested, the purchase
price per share, the number of shares purchased and your total plan shares. This
statement will also show year-to-date account activity, including purchases,
sales, transfers, certificate holdings, certificate deposits or withdrawals and
dividend reinvestment payments. This will enable you to review your complete
plan and certificated holdings at a glance.
On each statement and transaction advice, you will find general
information relating to the plan, such as how to buy or sell shares through the
plan and where to call or write for additional information. You will also
receive a comprehensive year-end statement summarizing activity in your account
for the entire year, which may be helpful for record-keeping and tax purposes.
STOCK SPLITS; STOCK DIVIDENDS; OTHER DISTRIBUTIONS
In the event dividends are paid on our Class A common stock, or if our
Class A common stock is distributed in connection with any stock split or
similar transaction, each account shall be adjusted to reflect the receipt of
the common stock so paid or distributed.
RIGHTS OF PARTICIPANTS
All common stock purchased and/or held under the plan will be held by
EquiServe, registered in a nominee name, as custodian. You will receive all
reports distributed to Intimate Brands shareholders, as well as proxy materials,
including a proxy for shares of common stock held in your plan account, relating
to any annual or special meeting of Intimate Brands common shareholders. For
each meeting of shareholders, you will receive a proxy for the total number of
whole shares held by you under the plan. If you fail to vote your plan shares
prior to the fifth day before a shareholder meeting, EquiServe will vote them in
accordance with the majority of plan shares voted by participants of the plan.
RESPONSIBILITY OF EQUISERVE AND INTIMATE BRANDS
Neither Intimate Brands nor EquiServe will be liable for any act done in
good faith or for any good faith omission to act, including without limitation,
the failure to terminate a participant's account upon such participant's death
prior to receipt of notice in writing of such death, or any act or omission to
act with respect to the prices at which shares are purchased or sold for a
participant's account or the times at which such purchases or sales are made.
Each participant should recognize that neither Intimate Brands nor
EquiServe can assure a profit or protect against a loss on shares purchased
under the plan. The establishment and maintenance of the plan by Intimate Brands
does not constitute an assurance with respect to either the value of Intimate
Brands common stock or whether Intimate Brands will continue to pay dividends on
its common stock or at what rate.
8
<PAGE>
MODIFICATION OR TERMINATION OF THE PLAN
We may modify, suspend or terminate the plan at any time in whole, in
part, or with respect to certain participants. We will send notice of any such
modification, suspension or termination to all affected participants. No
modification, suspension or termination will affect previously executed
transactions. We also reserve the right to adopt or change, from time to time,
any administrative procedure or feature of the plan, as we determine necessary
or desirable for the administration of the plan.
INTERPRETATION OF THE PLAN
We may in our absolute discretion interpret and regulate the plan as
deemed necessary or desirable in connection with the operation of the plan and
resolve questions or ambiguities concerning the various provisions of the plan.
GOVERNING LAW
The plan shall be governed by and construed in accordance with the laws of
the State of Ohio.
CHANGE OF ELIGIBILITY; TERMINATION
EquiServe will from time to time review the status of participants to
determine whether they continue to be eligible to participate in the plan. If
EquiServe determines that a participant no longer qualifies in any of the
categories listed above under "IBInvest direct-- Eligibility," or if the plan is
terminated for any reason whatsoever, EquiServe will so notify the participant
in writing. Not later than 30 days following such notice, EquiServe will
transfer all shares of common stock in the participant's plan account to
book-entry, unless the participant requests that EquiServe (i) send the
participant a certificate for the number of whole shares held in the plan
account and a check for the value of any fractional shares (based on the then
current market price, less applicable fees); or (ii) sell all shares in the plan
account in the manner described under "Sales of Intimate Brands Common Stock."
If a participant's account is inactive over a long period of time and consists
of only a fractional share, EquiServe may close such account by notifying this
participant in writing and sending a check for the value of the fractional share
based on the last sale price for any whole shares sold under the plan.
U.S. FEDERAL INCOME TAXATION
This discussion is based on the Internal Revenue Code of 1986, as amended,
and administrative interpretations as of the date hereof, all of which are
subject to change, including changes with retroactive effect. This discussion
does not address all aspects of U.S. federal income and estate taxation that may
be relevant to you as a participant in the plan. In addition, special tax
considerations may apply to certain participants, such as those participating
through an IRA. Therefore, you are urged to consult your tax advisor regarding
the tax consequences of participation in the plan, including the consequences
under the laws of any state, local or foreign jurisdiction.
Reinvested Dividends. For U.S. federal income tax purposes, you will be
treated as having received dividends reinvested under the plan, and you will
receive an annual statement from EquiServe indicating the amount of dividends
reported to the Internal Revenue Service as dividend income and the amount, if
any, of tax withheld.
Withholding on Dividends Paid to Non-U.S. Participants. Dividends paid (or
treated as paid) by a U.S. corporation to a "Non-U.S. Holder" generally are
subject to withholding tax at a 30% rate, or a lower rate if specified
9
<PAGE>
by an applicable income tax treaty. For purposes of this discussion "Non-U.S.
Holder" means a person or entity that, for U.S. federal income tax purposes, is
a non-resident alien individual, a foreign corporation, a foreign partnership,
or a foreign estate or trust. Dividends that are effectively connected with a
Non-U.S. Holder's conduct of a trade or business within the United States are
not subject to 30% withholding if a Form W-8ECI (or, through December 31, 2000,
Form 4224) is filed with the withholding agent. Effectively connected income,
net of certain deductions and credits, is generally taxed at the same graduated
rates applicable to U.S. persons. Corporate Non-U.S. Holders may also be subject
to a branch profits tax with respect to dividends that are effectively connected
with the conduct of a trade or business in the United States.
EquiServe will be required to withhold tax on dividends paid to Non-U.S.
Holder plan participants in accordance with applicable regulations. Accordingly,
the amount of dividends credited to participant plan accounts for investment in
additional shares of common stock will be net of the applicable withholding tax.
EquiServe will also be required to report annually to the Internal Revenue
Service the amount of dividends paid, the name and address of the plan
participant, and the amount, if any, of tax withheld. Copies of the information
returns may be made available to the tax authorities in the plan participant's
country of residence under a tax treaty or information exchange agreement.
Regulations applicable to dividends paid after December 31, 2000, will
require Non-U.S. Holders entitled to a reduced rate of withholding under a
treaty to certify their status on Form W-8BEN. These regulations also provide
special rules to determine whether, for purposes of determining the
applicability of a tax treaty, dividends paid to a non- U.S. entity should be
treated as paid to the entity or those holding an interest in that entity.
Disposition of Common Stock by Non-U.S. Participants. A Non-U.S. Holder
plan participant generally will not be subject to U.S. federal income tax
(although backup withholding requirements may apply) with respect to gain
realized on a sale or other disposition of shares unless:
o the gain is effectively connected with a trade or business of the plan
participant in the United States,
o the plan participant is an individual who holds his shares as a
capital asset, is in the United States for 183 or more days in the
taxable year of the disposition and certain other conditions are met,
or
o Intimate Brands is or has been a "U.S. real property holding
corporation" within the meaning of Section 897(c)(2) of the Code at
any time within the shorter of the five-year period preceding such
disposition or such plan participant's holding period. Intimate Brands
is not, and does not anticipate becoming, a U.S. real property holding
corporation.
Backup Withholding and Information Reporting. EquiServe will generally be
required to report certain information to the Internal Revenue Service and to
withhold tax at the rate of 31% from the amount of any dividends (including
dividends paid to a Non-U.S. Holder plan participant at an address within the
United States) as well as from the proceeds of any sale of shares in the plan if
(i) you fail to furnish a valid taxpayer identification number ("TIN") to
EquiServe, (ii) you fail to certify to EquiServe that you are not subject to
information reporting and backup withholding, or (iii) the Internal Revenue
Service notifies Intimate Brands that you are subject to information reporting
and backup withholding. Under currently applicable rules, backup withholding
generally does not apply to dividends paid to a Non-U.S. Holder at an address
outside the United States. Regulations applicable to dividends paid after
December 31, 2000, however, require that all Non-U.S. Shareholders meet
applicable certification requirements to avoid backup withholding on dividends.
The withheld amounts will be deducted from the amount of dividends or the
proceeds of any sale and the remaining amount will be reinvested, in the case of
dividends, or sent to the participant in the case of sale proceeds.
Application of Federal Estate Tax to Non-U.S. Participants. An individual
Non-U.S. Holder who is treated as the owner of, or has made certain lifetime
transfers of, an interest in shares will be required to include the value of
those
10
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shares in his gross estate for U.S. federal estate tax purposes, and may be
subject to U.S. federal estate tax unless an applicable estate tax treaty
provides otherwise.
USE OF PROCEEDS
We will receive proceeds from the sale of our common stock purchased by
the plan from us. The proceeds we receive from such sales shall be used for
general corporate purposes. We will not receive any proceeds from purchases of
our common stock by the plan in the open market.
PLAN OF DISTRIBUTION
Common stock offered pursuant to the plan will be purchased in the open
market or, at our option, directly from us. Unless otherwise authorized or
directed by our officers, EquiServe may make purchases of our common stock on
any securities exchange where our common stock is traded, in the
over-the-counter market or in negotiated transactions.
LEGAL MATTERS
The legality of the common stock covered hereby has been passed upon for
us by Davis Polk & Wardwell. Davis Polk & Wardwell has from time to time
provided legal advice to us.
EXPERTS
The consolidated financial statements of the Company incorporated in this
prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended January 30, 1999, have been so incorporated by reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given upon the authority of
said firm as experts in auditing and accounting.
INQUIRIES
All correspondence and written inquiries should be directed to The
DirectSERVICE Investment Program For Shareholders of Intimate Brands, c/o
EquiServe Company, P.O. Box 2508, Jersey City, New Jersey 07303-2508, and should
include the transaction form, found at the bottom of each account statement, or
a letter which includes the participant's account number and refers to IBInvest
direct and a daytime telephone number.
Telephone inquiries regarding plan accounts may be directed to the
Shareholder Customer Service at 1-800-317- 4445. Customer service
representatives are available between 8:30 a.m. and 7:00 p.m. Eastern Time each
business day.
An automated voice response system is available 24 hours a day.
Internet inquiries will be responded to within one business day. The
EquiServe Internet address is "www.equiserve.com" and Intimate Brands' email
address at EquiServe is "[email protected]."
Program Material. Program materials are available over the Internet at the
EquiServe website or by calling 1-800- 1-800-955-4745 (TDD: 1-201-269-5221 for
hearing impaired). You may also enroll electronically over the Internet. For
application and/or information regarding the IRA Program, please visit the
EquiServe website or call 1-800-597-7736.
11
<PAGE>
Language Translation Service. Language translation service for over 140
languages to support the needs of Intimate Brands' shareholders is available at
1-800-317-4445.
12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All amounts are estimated except for the SEC filing fee.
SEC filing fee..................................... 10,673
Accounting fees and expenses....................... 2,000
Legal fees and expenses............................ 50,000
Blue Sky fees and expenses......................... 5,000
Printing and distribution costs.................... 75,000
Miscellaneous...................................... 5,000
---------
Total......................................... 147,673
=========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides for
indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the officer or director acted
in good faith and in an manner that he reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
officer or director must also have had no reasonable cause to believe that his
conduct was unlawful. A corporation may indemnify an officer or director in a
derivative suit if the officer or director acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, unless the officer or director is found liable to the
corporation. However, if the Court of Chancery or the court in which such action
or suit was brought determines that the officer or director is fairly and
reasonably entitled to indemnity, then the Court of Chancery or such other court
may permit indemnity for such officer or director to the extent it deems proper.
The registrant's Bylaws provide generally that the registrant shall
indemnify its present and past directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to time. Directors
and officers of the registrant and its subsidiaries are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal. The registrant's Bylaws also provide
that indemnification thereunder is not exclusive, and the registrant may agree
to indemnify any person as provided therein. The registrant is a party to
indemnification agreements with its directors and officers. The agreements
provide that the registrant will indemnify such directors and officers to the
fullest extent permitted by applicable law, and require the registrant to
maintain directors' and officers' liability insurance at the level in effect
when the relevant indemnification agreement was executed and to advance expenses
upon the request of an officer or director.
The registrant's Certificate of Incorporation provides that directors of
the registrant shall not be held personally liable to the registrant or its
stockholders for monetary damages arising from certain breaches of their
fiduciary duties. The provision does not insulate directors from personal
liability for (i) breaches of their duty of loyalty to the registrant or its
stockholders, (ii) acts or omissions not taken in good faith or that involve
intentional misconduct or knowing violation of law, (iii) transactions in which
the director derives any improper personal benefit or (iv) unlawfully voting to
pay dividends or to repurchase or redeem stock.
The registrant maintains insurance policies providing for indemnification
of directors and officers and for reimbursement to the registrant for monies
which it may pay as indemnity to any director or officer, subject to the
conditions and exclusions of the policies and specified deductible provisions.
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<PAGE>
These summaries are subject to the complete text of the Delaware statute,
the registrant's Certificate of Incorporation, Bylaws and agreements referred to
above and are qualified in their entirety by reference thereto.
Item 16. EXHIBITS
Exhibit
-------
5* Opinion of Davis Polk & Wardwell as to the legality of
securities.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Davis Polk & Wardwell (included in the opinion
filed as Exhibit 5).
24* Powers of Attorney of certain officers and directors.
99 Intimate Brands, Inc. Direct Investment Program. Set forth
in full in the prospectus included as Part I of this
registration statement.
- ------------
* Filed previously.
Item 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be the initial bona fide offering
thereof.
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted of directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Columbus, State of Ohio, on May 14, 1999.
INTIMATE BRANDS, INC.
By /s/ Philip E. Mallott
-----------------------------
Philip E. Mallott
Vice President Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on May 14, 1999.
SIGNATURE TITLE
Chairman of the Board of Directors,
* President and Chief Executive Officer
- -------------------------------
Leslie H. Wexner
* Director and Vice Chairman
- -------------------------------
Kenneth B. Gilman
* Director
- -------------------------------
Roger D. Blackwell
* Director
- -------------------------------
Cynthia A. Fields
* Director
- -------------------------------
E. Gordon Gee
* Director
- -------------------------------
William E. Kirwan
* Director
- -------------------------------
Grace A. Nichols
* Director
- -------------------------------
Beth M. Pritchard
* Director
- -------------------------------
Donald B. Shackelford
* Director
- -------------------------------
Alex Shumate
<PAGE>
*The undersigned, by signing his name hereto, does hereby sign this report on
behalf of each of the above-indicated directors of the registrant pursuant to
powers of attorney executed by such directors.
By /s/ Kenneth B. Gilman
-------------------------
Kenneth B. Gilman
Attorney-in-fact
