-----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, E04pn5KvUq8prngRshirhd9wcrIJgNv8sZ8yN43x//EdkMXWs5H14jgNkhMzSWVd 2vhVM6Zt0Nn5ztDsnZYkJA== 0000950103-99-000426.txt : 19990519 0000950103-99-000426.hdr.sgml : 19990519 ACCESSION NUMBER: 0000950103-99-000426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990518 ITEM INFORMATION: FILED AS OF DATE: 19990518 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 033-22844 FILM NUMBER: 99629062 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 8-K 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 18, 1999 Date of Report (Date of earliest event reported) THE LIMITED, INC. (Exact name of registrant as specified in its charter) -------------------- Delaware 1-8344 31-1029810 (State or other (Commission (IRS Employer jurisdiction File no.) Identification No.) of incorporation) Three Limited Parkway P.O. Box 1600 Columbus, OH 43230 (614) 479-7000 (Address of principal executive offices) - ------------------------------------------------------------------------------- Item 5. Other Events On May 3, 1999, the Company had announced that it had agreed to rescind the Contingent Stock Redemption Agreement (the "Redemption Agreement") that it had entered into in January 1996 with Leslie H. Wexner, in his individual capacity and as trustee of The Wexner Childrens' Trust (the "Trust"). Under the Redemption Agreement, through January 1, 2006, Mr. Wexner and the Trust had the right to require the Company to redeem up to 18,750,000 common shares of the Company at a price of $18.75 per share and for the six-month period beginning July 31, 2006, the Company had the right to purchase those shares at a price of $25.07 per share. The Company had been required to maintain $351.6 million in a restricted cash account to fund its obligations. As a result of the rescission of the Redemption Agreement, all of these rights were terminated and the restrictions on the cash maintained by the Company were removed. On May 12, 1999, an alleged shareholder of the Company filed a purported derivative action in the Court of Chancery for the State of Delaware styled Sullivan v. Wexner, et al., C.A. No. 17148-NC, naming as defendants the members of the Company's board of directors and naming the Company as a nominal defendant. The complaint in the Sullivan action alleges that the rescission of the Redemption Agreement constituted a waste of corporate assets. The complaint seeks monetary damages in an unspecified amount from the members of the Company's board of directors. The defendants believe that the allegations in the Sullivan action are without merit and intend to defend against them vigorously. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE LIMITED, INC. By: /s/ Samuel Fried ------------------------------ Samuel P. Fried Vice President & General Counsel Dated: May 18, 1999 3 -----END PRIVACY-ENHANCED MESSAGE-----