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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 21, 2002
The Limited, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
1-8344 31-1029810
(Commission File Number) (IRS Employer Identification No.)
Three Limited Parkway 43216
Columbus, OH (Zip Code)
(Address of Principal Executive Offices)
(614) 415-7000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On March 21, 2002, The Limited, Inc. ("The Limited") completed its
previously announced tax-free offer to exchange 1.10 shares of common stock of
The Limited for each outstanding share of Class A common stock of Intimate
Brands, Inc. ("Intimate Brands") that was validly tendered and not withdrawn in
the exchange offer. The offer expired at 12:00 midnight, New York City time, on
March 20, 2002. In the offer, Intimate Brands Holding Co., Inc. ("IB
Holdings"), a wholly-owned subsidiary of The Limited, accepted a total of 71.1
million shares tendered, which, together with the common stock previously owned
by IB Holdings, constituted approximately 98% of the outstanding shares of
Intimate Brands.
The Limited then acquired the remaining outstanding common stock of
Intimate Brands through a tax-free merger of Intimate Brands with and into IB
Holdings shortly after the close of trading on the New York Stock Exchange on
March 21, 2002. In the merger, each remaining share of Intimate Brands Class A
common stock was converted (subject to the exercise of appraisal rights) into
the right to receive 1.10 Limited shares. The Limited estimates that
approximately 89 million shares of Limited common stock will be issued in
connection with the offer and the merger (assuming no former Intimate Brands
stockholders exercise appraisal rights), resulting in a total purchase price of
approximately $1.6 billion. Following the merger, Intimate Brands became a
wholly-owned subsidiary of The Limited and the former public shareholders of
Intimate Brands became (or have the right to become) shareholders of The
Limited. Additionally, Intimate Brands common stock is no longer traded
publicly on any exchange.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Consolidated Financial Statements of Intimate Brands, Inc.
and Subsidiaries as of and for the fiscal year ended February 3, 2001,
are incorporated by reference to the Company's Form S-4, as filed on
February 5, 2002 and as amended on February 19, 2002 and February 28,
2002.
The Consolidated Financial Statements of Intimate Brands, Inc.
and Subsidiaries as of and for the fiscal quarters ended May 5, 2001,
August 4, 2001 and November 3, 2001, are incorporated by reference to
the Company's Form S-4, as filed on February 5, 2002 and as amended on
February 19, 2002 and February 28, 2002.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Consolidated Financial Statements of The
Limited, Inc. as of and for the thirty-nine weeks ended November 3,
2001 and for the fiscal year ended February 3, 2001 are incorporated
by reference to the Company's Form S-4, as filed on February 5, 2002
and as amended on February 19, 2002 and February 28, 2002 and as
supplemented by the Prospectus Supplement dated March 7, 2002.
(c) Exhibits.
23.1 Consent of Independent Accountants.
23.2 Letter re: Unaudited Interim Financial Information to Securities and
Exchange Commission re: Incorporation of Report of Independent
Accountants.
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 hereunto duly authorized.
The Limited, Inc.
Date: April 4, 2002 By /s/ V. Ann Hailey
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V. Ann Hailey,
Executive Vice President and
Chief Financial Officer
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this current report on
Form 8-K of The Limited, Inc. of our report dated February 27, 2001 relating to
the financial statements, which appears in Intimate Brands, Inc.'s 2000 Annual
Report to Shareholders, which is incorporated by reference in its Annual Report
on Form 10-K for the year ended February 3, 2001, which is incorporated by
reference in the Registration Statement on Form S-4 (No. 333-82144).
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
February 27, 2002
EXHIBIT 23.2
February 27, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated May 21, 2001, August 23, 2001 and November
20, 2001 on our reviews of interim financial information of Intimate Brands,
Inc. (the "Company") as of and for the periods ended May 5, 2001, August 4,
2001, and November 3, 2001 and included in the Company's quarterly reports on
Form 10-Q for the quarters then ended are incorporated by reference in this
current report on Form 8-K by reference to the Registration Statement on Form
S-4 of The Limited, Inc. dated February 28, 2002.
Very truly yours,
/s/ PricewaterhouseCoopers LLP