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Filed by The Limited, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
Filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Intimate Brands, Inc.
Commission File No. 1-13814
Date: March 7, 2002
On March 7, 2002, The Limited, Inc. Issued the following press release:
THE LIMITED, INC.
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THREE LIMITED PARKWAY
COLUMBUS, OHIO 43230
TEL 614 415 7000
THE LIMITED, INC. REVISES EXCHANGE OFFER FOR INTIMATE BRANDS, INC.;
EXTENDS TENDER OFFER DEADLINE TO MARCH 20
Columbus, Ohio (March 7, 2002) The Limited, Inc. (NYSE:LTD) announced today
that it revised its exchange offer for all outstanding publicly held common
shares of Intimate Brands, Inc. (NYSE:IBI). Under the amended offer, all IBI
shareholders will be offered 1.10 shares of Limited common stock in a tax-free
exchange for each outstanding share of Intimate Brands Class A common stock.
The 1.10 exchange ratio represents a 12% premium, based on the closing prices
of Limited and IBI stock on February 4, the date of the announcement of the
offer.
Although other terms and conditions of the exchange offer remain unchanged, The
Limited, Inc. has extended the expiration of the exchange offer to midnight
(New York City time) on Wednesday, March 20, 2002.
In consideration of the amendment in the exchange offer, the special meeting of
Limited shareholders which was scheduled for March 11, 2002 will be adjourned
to a later date which will be announced shortly.
ABOUT THE LIMITED, INC.
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The Limited, Inc., through Express, Lerner New York, Limited Stores, Structure
and Henri Bendel, presently operates 1,986 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, sold
through 2,620 stores under the Victoria's Secret, Bath & Body Works and White
Barn Candle Co. brands. Victoria's Secret products are also available through
the catalogue and www.VictoriasSecret.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
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In connection with the proposed transaction, The Limited, Inc. has filed an
exchange offer prospectus and a proxy statement with the Securities and
Exchange Commission. In addition, The Limited, Inc. intends to file with the
Securities and Exchange Commission a post-effective amendment to the exchange
offer prospectus and additional proxy materials, in each case including
additional information with respect to the increased exchange ratio in the
offer. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND ALL RELATED
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the exchange offer prospectus, the proxy
statement and related documents from the Securities and Exchange Commission's
web site at http://www.sec.gov. Free copies of these documents may also be
obtained from The Limited by directing a request to The Limited, Inc.,
Investors Relations, Three Limited Parkway, Columbus, Ohio 43216, (614)
415-7076.
The Limited, its directors and certain of its executive officers and other
members of its management may be deemed to be soliciting proxies from its
stockholders in connection with the proposed transaction. Information
concerning The Limited's participants in the solicitation is contained in a
filing made by The Limited with the Securities and Commission pursuant to Rule
14a-12 on February 4, 2002.
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ADDITIONAL INFORMATION FOR LIMITED SHAREHOLDERS
Limited shareholders who have voted with respect to the issuance of shares in
the offer and the merger are not required to take any further action unless you
wish to change your vote. If you wish to change your vote, you may do so in the
manner described in The Limited's proxy statement previously mailed to you.
Limited shareholders who have not yet voted may vote in the manner set forth in
the proxy statement.
ADDITIONAL INFORMATION FOR IBI SHAREHOLDERS
All tendering IBI shareholders, including all shareholders who have previously
tendered, will be entitled to receive the increased consideration if the offer
is consummated. Approximately five million IBI shares have been tendered in the
offer to date. Shareholders who have already tendered are not required to take
any further action. Shareholders who wish to tender but have not yet done so,
should follow the instructions included in the Offer to Exchange and the Letter
of Transmittal previously mailed to you. That Letter of Transmittal remains
effective for the offer at the increased exchange ratio. As a result of the
extension of the offer, tendering shareholders are entitled to withdraw
tendered shares until midnight (New York City time) on Wednesday, March 20,
2002.
FORWARD-LOOKING STATEMENTS. This press release contains certain forward-looking
statements. Investors are cautioned that such forward-looking statements are
subject to risks and uncertainties, many of which are beyond The Limited's
control. Accordingly, actual results may differ materially from those expressed
or implied in any such forward looking statements. Words such as "estimate,"
"project," "plan," "believe," "expect," "anticipate," "intend" and similar
expressions may identify forward-looking statements. The following factors,
among others, in some cases have affected and in the future could affect The
Limited's (including, Intimate Brands') financial performance and actual
results and could cause actual results for 2002 and beyond to differ materially
from those expressed or implied in any forward-looking statements included in
this press release: changes in consumer spending patterns, consumer preferences
and overall economic conditions; the potential impact of national and
international security concerns on the retail environment; the impact of
competition and pricing; changes in weather patterns; political stability;
postal rate increases and charges; paper and printing costs; risks associated
with the seasonality of the retail industry; risks related to consumer
acceptance of the products sold and the ability to develop new merchandise; the
ability to retain, hire and train key personnel; risks associated with the
possible inability of manufacturers to deliver products in a timely manner;
risks associated with relying on foreign sources of production and availability
of suitable store locations on appropriate terms. In addition, a number of
risks relate to the offer and the merger, including declines in the value of
the consideration offered because the exchange ratio is fixed; the risks and
liabilities associated with The Limited's non-Intimate Brands businesses that
are different from those associated with Intimate Brands' businesses; and the
risk that the anticipated benefits of the transaction will not be achieved.
Investors should read The Limited's prospectus and proxy statement relating to
the proposed exchange offer and merger and the documents incorporated therein
for a more detailed discussion of these risks and uncertainties. The Limited is
under no obligation and does not intend to update any of these forward-looking
statements, even if experience or future charges make it clear that any
proposed results experienced or implied therein will not be realized.
For further information, please contact:
Tom Katzenmeyer
Vice President, Investor Relations & Communications
The Limited, Inc.
614-415-7076
www.Limited.com
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Additional Information
In connection with the exchange offer, The Limited, Inc. has filed an
exchange offer prospectus and a proxy statement with the Securities and
Exchange Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND
ALL RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the exchange offer prospectus, the proxy
statement and related documents from the Securities and Exchange Commission's
web site at http://www.sec.gov. Free copies of these documents may also be
obtained from The Limited by directing a request to The Limited, Inc.,
Investors Relations, Three Limited Parkway, Columbus, Ohio 43216, (614)
415-7076.
The Limited and its directors, executive officers and other members of
its management and employees may be soliciting proxies from its stockholders in
connection with the proposed transaction. Information concerning The Limited's
participants in the solicitation is contained in a filing made by The Limited
with the Securities and Commission pursuant to Rule 14a-12 on February 4, 2002.
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