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As filed with the Securities and Exchange Commission on March 7, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 10)
INTIMATE BRANDS, INC.
(Name of Subject Company)
THE LIMITED, INC.
AND
INTIMATE BRANDS HOLDING CO., INC.
(Names of Filing Persons -Offerors)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
461156-101
(Cusip Number of Class of Securities)
Samuel P. Fried
The Limited, Inc.
P.O. Box 16000
Columbus, Ohio 43216
Telephone: (614) 415-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Dennis S. Hersch
David L. Caplan
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
- --------------------------------- ----------------------------------
$1,539,613,818.75 $141,644.47
*Estimated solely for the purpose of calculating the filing fee, based on the
product of (i) $17.25, the average of the high and low prices of Intimate Brands
Class A common stock as reported on the New York Stock Exchange on January 29,
2002 and (ii) the expected maximum number of shares of Class A common stock of
Intimate Brands that may be acquired in the exchange offer and merger (including
shares outstanding and vested stock options) to which this Tender Offer
Statement relates.
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**0.0092% of the Transaction Value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $141,644.47 Filing Party: The Limited, Inc.
Form or Registration No.: Form S-4 Date Filed: February 5, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
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Items 1 through 11.
This Amendment No. 10 ("Amendment No. 10") amends and supplements the
Tender Offer Statement on Schedule TO as initially filed on February 5, 2002 (as
previously amended and as amended hereby, the "Schedule TO") by The Limited,
Inc., a Delaware corporation ("The Limited"), and Intimate Brands Holding Co.,
Inc. ("IB Holdings"), a Delaware corporation and a wholly owned subsidiary of
The Limited. This Schedule TO relates to the offer by IB Holdings to exchange
shares of common stock, par value $.50 per share, of The Limited for each
outstanding share of Class A common stock, par value $.01 per share, of Intimate
Brands, Inc., a Delaware corporation ("Intimate Brands"), upon the terms and
subject to the conditions set forth in the Prospectus, dated March 1, 2002, as
amended and supplemented by the Prospectus Supplement dated March 7, 2002, and
in the related Letter of Transmittal, copies of which have been filed as
Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").
On March 7, 2002, The Limited issued a press release announcing that the
exchange ratio has been increased to 1.10 shares of Limited common stock for
each share of Intimate Brands Class A common stock and that the offer will
remain open until 12:00 midnight, New York City time, on Wednesday, March 20,
2002.
Item 12. Exhibits.
The reference to Exhibit (a)(1) to the Schedule TO is amended and restated
as set forth below:
(a)(1) Prospectus dated March 1, 2002, as amended and supplemented by the
Prospectus Supplement dated March 7, 2002 (incorporated by
reference to The Limited's filings on March 1, 2002 and March 7,
2002, respectively, pursuant to Rule 424(b)(3) under the
Securities Act of 1933).
Item 12 is hereby amended and supplemented by adding the following
exhibits:
(a)(22) Transcript of the recorded conference call which took place on
Thursday, March 7, 2002 regarding the announcement by The Limited
of February 2002 sales results (incorporated by reference to the
filing on March 7, 2002 by The Limited pursuant to Rule 425 under
the Securities Act of 1933).
(a)(23) Transcript of the recorded conference call which took place on
Thursday, March 7, 2002 regarding the announcement by Intimate
Brands of February 2002 sales results (incorporated by reference
to the filing on March 7, 2002 by The Limited pursuant to Rule 425
under the Securities Act of 1933).
(a)(24) Press release issued by The Limited on March 7, 2002 reporting
February 2002 sales results (incorporated by reference to the
filing on March 7, 2002 by The Limited pursuant to Rule 425 under
the Securities Act of 1933).
(a)(25) Press release issued by Intimate Brands on March 7, 2002 reporting
February 2002 sales results (incorporated by reference to the
filing on March 7, 2002 by The Limited pursuant to Rule 425 under
the Securities Act of 1933).
(a)(26) Press release issued by The Limited on March 7, 2002 announcing
the increase in the exchange ratio and the change in the
expiration date of the offer (incorporated by reference to the
filing on March 7, 2002 by The Limited pursuant to Rule 425 under
the Securities Act of 1933).
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/ V. Ann Hailey
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Name: V. Ann Hailey
Title: Executive Vice President
and Chief Financial Officer
INTIMATE BRANDS HOLDING CO., INC.
By: /s/ V. Ann Hailey
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Name: V. Ann Hailey
Title: President