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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 4, 2002
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-8344
LIMITED BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1029810
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 415-7000
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.50 Par Value Outstanding at May 31, 2002
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521,192,074 Shares
INTRODUCTORY NOTE
Part II, Item 4 (Submission of Matters to a Vote of Security Holders) of
the Form 10-Q for the quarterly period ended May 4, 2002 ("Form 10-Q") of
Limited Brands, Inc. ("Limited Brands") has been amended to include
information in connection with a Special Meeting of Stockholders held on
March 11, 2002 and a Special Meeting of Stockholders held on March 20,
2002. No other information included in the Form 10-Q has been amended or
updated.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Limited Brands held a Special Meeting of Stockholders on March 11, 2002.
The matter voted upon was a proposal to adjourn the Special Meeting to
4:00 p.m. on March 20, 2002 at Limited Brands' offices at Three Limited
Parkway, Columbus, Ohio. Of the 312,405,290 shares present in person or
represented by proxy at the meeting, 308,090,294 shares were voted for the
proposal, 428,056 shares were voted against the proposal, and 3,886,940
shares abstained from voting with respect to the proposal.
Limited Brands held a Special Meeting of Stockholders on March 20, 2002.
The matter voted upon was a proposal to approve the issuance of shares of
Common Stock of Limited Brands as may be necessary to effect Limited
Brands' offer to exchange shares of Common Stock of Limited Brands for all
of the outstanding shares of Intimate Brands, Inc. ("Intimate Brands")
Class A Common Stock and subsequent merger of Intimate Brands into a
wholly-owned subsidiary of Limited Brands. Of the 344,055,996 shares
present in person or represented by proxy at the meeting, 339,506,197
shares were voted for the proposal, 590,211 shares were voted against the
proposal, and 3,959,588 shares abstained from voting with respect to the
proposal.
SIGNATURE
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.
LIMITED BRANDS, INC.
(Registrant)
By /s/ V. Ann Hailey
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V. Ann Hailey,
Executive Vice President and Chief
Financial Officer*
Date: June 19, 2002
*Ms. Hailey is the principal financial officer and has been duly authorized to
sign on behalf of the Registrant.