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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-6 under
the Securities Exchange Act of 1934
Subject Company: Intimate Brands, Inc.
Commission File No. 1-13814
Date: March 13, 2002
On March 13, 2002, the Limited, Inc. issued the following press release:
T H E L I M I T E D, I N C.
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THREE LIMITED PARKWAY
COLUMBUS, OHIO 43230
TEL 614 415 7000
THE LIMITED, INC. ANNOUNCES UPDATES ON EXCHANGE OFFER FOR INTIMATE BRANDS, INC.
Columbus, Ohio (March 13, 2002) The Limited, Inc. (NYSE:LTD) announced today
several updates related to its exchange offer for all outstanding publicly held
common shares of Intimate Brands, Inc. (NYSE:IBI):
o The Limited, Inc. shareholder meeting, which was originally scheduled for
March 11, was adjourned due to the recent revision in the exchange offer
terms. This meeting has been rescheduled to Wednesday, March 20, at 4 p.m.
(New York City time) at the Company's headquarters located at Three
Limited Parkway, Columbus, Ohio.
o The Company has reached an agreement in principle with the plaintiffs to
resolve all pending litigation relating to the exchange offer, subject to
court approval.
o The Company has received all required approvals related to the tender
offer from the Securities and Exchange Commission. The tender offer is
scheduled to expire at midnight (New York City time) on Wednesday, March
20, 2002. The offer is conditioned upon Limited shareholder approval,
other customary conditions and the tender of a sufficient number of IBI
shares so that, in addition to the shares it currently owns, The Limited
would own at least 90% of IBI's total number of outstanding shares.
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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. 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.
ADDITIONAL INFORMATION FOR LIMITED SHAREHOLDERS
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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
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All tendering IBI shareholders, including all shareholders who have previously
tendered, will be entitled to receive the increased consideration if the offer
is consummated. 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.
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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Forward Looking Statements
This communication contains certain "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, including, among others, estimates of fiscal
year 2001 and 2002 results. 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 2001, 2002
and beyond to differ materially from those expressed or implied in any
forward-looking statements included in this press release and related
conference call: 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.
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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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