-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GEU1rkE2t56e7SeotxkdOUDiSU4kAkVIG4N1IkwnJvX+ZoPfhP54is+rkUCTuUr1 CkxEiqfhkkZVMenjlozA4g== 0000950103-98-000534.txt : 19980521 0000950103-98-000534.hdr.sgml : 19980521 ACCESSION NUMBER: 0000950103-98-000534 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980520 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIMITED INC CENTRAL INDEX KEY: 0000701985 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 311029810 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-33912 FILM NUMBER: 98628789 BUSINESS ADDRESS: STREET 1: THREE LIMITED PKWY STREET 2: P O BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43230 BUSINESS PHONE: 6144797000 MAIL ADDRESS: STREET 1: THREE LIMITED PARKWAY STREET 2: P.O. BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIMITED INC CENTRAL INDEX KEY: 0000701985 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 311029810 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: THREE LIMITED PKWY STREET 2: P O BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43230 BUSINESS PHONE: 6144797000 MAIL ADDRESS: STREET 1: THREE LIMITED PARKWAY STREET 2: P.O. BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43230 SC 13E4/A 1 =============================================================================== 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 Vice President and General Counsel THE LIMITED, INC. Three Limited Parkway P.O. Box 16000 Columbus, Ohio 43230 Telephone: (614) 415-7000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement) Copies to: DAVID L. CAPLAN DAVIS POLK & WARDWELL 450 Lexington Avenue New York, New York 10017 (212) 450-4000 April 15, 1998 (Date tender offer first published, sent or given to security holders) =============================================================================== This Final Amendment amends and supplements the Schedule 13E-4 Issuer Tender Offer Statement (the "Statement") filed April 15, 1998 (and amended April 16, April 21, May 7 and May 14, 1998) by The Limited, Inc., a Delaware corporation ("The Limited"), relating to an offer by The Limited to exchange up to 43,600,000 shares of Class A common stock, par value $.01 per share (the "A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), which The Limited owns, for shares of common stock, par value $.50 per share (the "Limited Common Stock"), of The Limited upon the terms and subject to the conditions stated in the Offering Circular--Prospectus dated April 15, 1998 (the "Offering Circular--Prospectus") and the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offering Circular--Prospectus, constitute the "Exchange Offer"). The Exchange Offer expired at 12:00 midnight, New York City time, on Wednesday, May 13, 1998. Terms defined in the Offering Circular--Prospectus and not separately defined herein shall have the meanings specified in the Offering Circular--Prospectus. Item 8. Additional Information. Item 8(e) is hereby amended by adding the following: On May 19, 1998, The Limited announced the final results of the Exchange Offer. The Limited accepted for exchange 47,075,052 shares of Limited Common Stock, at a Final Exchange Ratio of .86 of a share of A&F Common Stock for each share of Limited Common Stock. See the press release attached as Exhibit (a)(16) hereto. Item 9. Material to be Filed as Exhibits. Item 9 is hereby amended by the addition of the following Exhibit: (a)(16) Press release of The Limited dated May 19, 1998 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The Limited, Inc. By: /s/ Kenneth B. Gilman ---------------------------------- Kenneth B. Gilman Vice Chairman and Chief Administrative Officer Dated: May 20, 1998 EXHIBIT INDEX Exhibit Number Description - ------- ----------- (a)(16) Press release of The Limited dated May 19, 1998 EX-99.(A)(16) 2 Exhibit 99.(a)(16) THE LIMITED, INC. ANNOUNCES FINAL RESULTS OF ABERCROMBIE & FITCH CO. EXCHANGE OFFER COLUMBUS, Ohio, May 19, 1998 -- The Limited, Inc. (NYSE/LSE: LTD) announced today the final results of the tax-free exchange offer to establish Abercrombie & Fitch Co. (NYSE: ANF) (A&F) as an independent company. The Limited accepted 47,075,052 shares of its common stock to be exchanged at a ratio of .86 of a share of A&F stock for each Limited share. Share certificates and cash in lieu of fractional shares are expected to be mailed to Limited stockholders later this week. The Limited has set May 29, 1998 as the record date for the pro-rata spin-off of its remaining 3,115,455 A&F shares. Limited shareholders as of that date will receive approximately .0137 of a share of A&F for each Limited share that they own. The spin-off will be consummated and share certificates and cash in lieu of fractional shares will be distributed to Limited stockholders in connection with the spin-off as soon as is practicable thereafter. The Limited, Inc. through Express, Lerner New York, Lane Bryant, Limited Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently operates 3,684 specialty stores. The Company also owns approximately 83% of Intimate Brands, Inc. (NYSE: IBI) which, through Victoria's Secret Stores and Bath & Body Works presently operates 1,757 specialty stores and distributes apparel internationally through the Victoria's Secret Catalogue. ### For further information, please contact: Rita Trevino Flynn Vice President, Communications The Limited, Inc. 614-415-7555 www.limited.com -----END PRIVACY-ENHANCED MESSAGE-----