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As filed with the Securities and Exchange Commission on February 6, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(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. 1)
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)
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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
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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.
**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:
[X] 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. 9
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Items 1 through 11.
This Amendment No. 1 ("Amendmen No. 1") amends and supplements the Tender
Offer Statement on Schedule TO as initially filed on February 5, 2002 (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 1.046 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 (the "Shares"), of
Intimate Brands, Inc., a Delaware corporation (the "Company"), upon the terms
and subject to the conditions set forth in the Prospectus, dated February 5,
2002 (the "Prospectus"), and in the related Letter of Transmittal, copies of
which have been filed as Exhibits to the Schedule TO.
Item 12. Exhibits.
Item 12 is hereby amended and supplemented by adding the following
exhibits:
(g)(1) Presentation to be used by The Limited in meetings with
stockholders and analysts (incorporated by reference to the filing).
(a)(2) Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9) (incorporated by reference to Exhibit 99.1 to the Form S-4).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit 99.2 to the Form S-4).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to Exhibit
99.3 to the Form S-4).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference
to Exhibit 99.3 to the Form S-4).
(a)(6) Form of summary advertisement as published on February 5, 2002
(incorporated by reference to Exhibit 99.5 to the Form S-4).
(a)(7) Form of Notice to Savings and Retirement Plan Participants
(incorporated by reference to Exhibit 99.6 to the Form S-4).
(a)(8) Form of Notice to Stock Purchase Plan Participants (incorporated by
reference to Exhibit 99.7 to the Form S-4).
(a)(9) Form of Notice to Holders of Intimate Brands Stock Options and
Restricted Share Awards (incorporated by reference to Exhibit 99.8
to the Form S-4).
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