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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-4
Issuer Tender offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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The Limited, Inc.
(Name of issuer and person filing statement)
Common Stock, $.50 par value
(Title of class of securities)
53271610
(CUSIP number of class of securities)
SAMUEL P. FRIED
Vice President and General Counsel
THE LIMITED, INC.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43230
Telephone: (614) 415-7000
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person filing statement)
Copies to:
DAVID L. CAPLAN
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
April 15, 1998
(Date tender offer first published, sent or given to security holders)
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This Amendment No. 3 amends and supplements the Schedule 13E-4
Issuer Tender Offer Statement (the "Statement") filed April 15, 1998 (and
amended April 16 and April 21, 1998) by The Limited, Inc., a Delaware
corporation ("The Limited"), relating to an offer by The Limited to exchange
up to 43,600,000 shares of Class A common stock, par value $.01 per share (the
"A&F Common Stock"), of Abercrombie & Fitch Co. ("A&F"), which The Limited
owns, for shares of common stock, par value $.50 per share (the "Limited
Common Stock"), of The Limited upon the terms and subject to the conditions
stated in the Offering Circular--Prospectus dated April 15, 1998 (the
"Offering Circular--Prospectus") and the related Letter of Transmittal (the
"Letter of Transmittal" which, together with the Offering
Circular--Prospectus, constitute the "Exchange Offer").
Terms defined in the Offering Circular--Prospectus and not
separately defined herein shall have the meanings specified in the Offering
Circular--Prospectus.
Item 8. Additional Information.
Item 8(e) is hereby amended by adding the following:
On May 7, 1998, The Limited and A&F issued press releases which
are attached as Exhibit (a)(13) and (a)(14), respectively.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following
Exhibits:
(a)(13) Press release of The Limited dated May 7, 1998
(a)(14) Press release of A&F dated May 7, 1998
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/ Kenneth B. Gilman
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Kenneth B. Gilman
Vice Chairman and
Chief Administrative Officer
Dated: May 7, 1998
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(a)(13) Press release of The Limited dated May 7, 1998
(a)(14) Press release of A&F dated May 7, 1998
EXHIBIT (A)(13)
THE LIMITED, INC. REPORTS APRIL SALES
Columbus, Ohio (May 7, 1998) -- The Limited, Inc. (NYSE/LSE: LTD) reported net
sales of $637.4 million for the four-week period ended May 2, 1998, an
increase of 18%, compared to sales of $540.4 million for the comparable
four-week period ended May 3, 1997. Sales of $2.008 billion for the thirteen
weeks ended May 2, 1998, increased 10% from sales of $1.830 billion for the
same period last year.
The Company's comparable store sales increased 18% for the four weeks, and 8%
for the thirteen weeks, ended May 2, 1998.
The Company also said that it expects to report 1998 first quarter earnings of
$.09 per diluted share, excluding its previously announced special and
nonrecurring items (which are the sale of its remaining interest in Brylane,
Inc. and severance charges in connection with the closing of five of six Henri
Bendel stores). The Company expects first quarter earnings per diluted share,
including special and nonrecurring items, to be $.28. First quarter earnings
will be reported on May 18, 1998.
The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited
Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently operates
3,684 specialty stores. The Company also owns approximately 83% of Intimate
Brands, Inc. which, through Victoria's Secret Stores and Bath & Body Works
presently operates 1,759 specialty stores and distributes apparel
internationally through the Victoria's Secret Catalogue. The Company owns
approximately 84% of Abercrombie & Fitch which currently operates 158 stores.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The Company cautions that any forward-looking statements (as such term
is defined in the Private Securities Litigation Reform Act of 1995) contained
in this Release, the Company's Form 10-K or made by management of the Company
involve risks and uncertainties, and are subject to change based on various
important factors. The following factors, among others, in some cases have
affected and in the future could affect the Company's financial performance
and actual results and could cause actual results to differ materially from
those expressed or implied in any such forward-looking statements: changes in
consumer spending patterns, consumer preferences and overall economic
conditions, the impact of competition and pricing, changes in weather
patterns, political stability, currency and exchange risks and changes in
existing or potential duties, tariffs or quotas, postal rate increases and
charges, paper and printing costs, availability of suitable store locations at
appropriate terms, ability to develop new merchandise and ability to hire and
train associates.
# # #
For further information, please contact: Rita Trevino Flynn
Vice President
Communications
The Limited, Inc.
614-415-7555
EXHIBIT (A)(14)
FINAL
EMBARGOED FOR RELEASE 5/7/98
7:00 A.M.
ABERCROMBIE & FITCH CO. REPORTS SALES AND EXPECTED EARNINGS
FOR THE FIRST QUARTER
Columbus, Ohio (May 7, 1998) -- Abercrombie & Fitch Co. (NYSE: ANF) reported
net sales of $134.2 million for the first quarter ended May 2, 1998, an
increase of 81%, compared to sales of $74.3 million for the comparable period
ended May 3, 1997.
The Company's comparable store sales increased 48% for the first quarter ended
May 2, 1998.
Abercrombie & Fitch expects to report earnings per diluted share of $.12 in
the first quarter. First quarter earnings will be reported on May 18, 1998,
after the market closes.
This information is being released to ensure that shareholders of The Limited,
Inc. (NYSE/LSE: LTD) will have current information concerning Abercrombie &
Fitch in connection with The Limited's pending exchange offer, which is
intended to establish Abercrombie & Fitch as a fully independent public
company. The exchange offer commenced on April 15, 1998, and is scheduled to
expire at midnight, New York City time, on May 13, 1998.
Abercrombie & Fitch is a lifestyle brand which, at the end of April, operated
158 stores and published the A&F Quarterly.
For further information, please contact: Lonnie Fogel
Director of Investor Relations
& Communications
Abercrombie & Fitch Co.
614-577-6493
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
The Company cautions that any forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) contained in
this Release, the Company's Form 10-K or made by management of the Company
involve risks and uncertainties, and are subject to change based on various
important factors. The following factors, among others, in some cases have
affected and in the future could affect the Company's financial performance
and actual results and could cause actual results to differ materially from
those expressed or implied in any such forward-looking statements: changes in
consumer spending patterns, consumer preferences and overall economic
conditions, the impact of competition and pricing, changes in weather
patterns, political stability, currency and exchange risks and changes in
existing or potential duties, tariffs or quotas, postal rate increases and
charges, paper and printing costs, availability of suitable store locations at
appropriate terms, ability to develop new merchandise and ability to hire and
train associates.
The Abercrombie & Fitch Co. common stock to be issued in the pending exchange
offer will be offered or sold solely pursuant to the offering
circular-prospectus. This release shall not constitute an offer to sell, or
the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of
any such state.
Please contact D.F. King & Co., Inc., the information agent for the proposed
exchange offer, for copies of the offering circular - prospectus. D.F. King's
address is 77 Water Street, New York, NY 10005 and its phone number is
1-800-549-6864.
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