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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): February 5, 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
(Address of Principal Executive (Zip Code)
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 5. Other Events.
Beginning on February 5, 2002 and continuing thereafter, a total of twelve
separate lawsuits have been filed in the Delaware Court of Chancery on behalf
of a purported class of public shareholders of Intimate Brands, Inc. ("Intimate
Brands") relating to the announcement by The Limited, Inc. ("The Limited") that
it was commencing an exchange offer for all of the outstanding shares of Class
A common stock of Intimate Brands (the "Offer"). The Delaware actions are
styled Harbor Finance Partners v. Kirwan, et al., C.A. No. 19380-NC; Sprina v.
Intimate Brands, Inc., et al., C.A. No. 19381-NC; Vogel v. Gee, et al., C.A.
No. 19382-NC; Helwig v. Wexner, et al., C.A. No. 19383-NC; Carco v. Intimate
Brands, Inc., et al., C.A. No. 19384-NC; Griffith v. Intimate Brands, Inc., et
al., C.A. No. 19385-NC; Hollingsworth v. Intimate Brands, Inc., et al., C.A.
No. 19386-NC; Imecho v. Wexner, et LLC v. Gee, et al., C.A. No. 19389-NC;
Zenderman v. Gee, et al., C.A. No. 19390-NC; and Lustman v. Wexner, et al.,
C.A. No. 19391-NC. A similar action was filed in the Ohio Court of Common Pleas
in Franklin County, Ohio, styled Cameron v. Wexner, et al., Case No.
02-CVH-021342. The actions generally name as defendants The Limited, Intimate
Brands and the members of Intimate Brands' board of directors, and generally
allege that the consideration offered by The Limited to Intimate Brands' public
shareholders in the Offer is inadequate and unfair and that The Limited and the
individual defendants breached their fiduciary duties to Intimate Brands'
public shareholders in formulating and making the Offer. The actions seek to
proceed on behalf of a class of Intimate Brands shareholders other than the
defendants, seek preliminary and permanent injunctive relief against the
consummation of the Offer, seek monetary damages in an unspecified amount and
seek recovery of plaintiffs' costs and attorneys' fees. On February 6, 2002,
plaintiff in the Cameron action filed a motion seeking expedited production of
documents in that action. The Limited and the other defendants have not yet had
an opportunity to respond to that motion. These actions are in their earliest
stages. The Limited believes the allegations are without merit and intends to
defend against them vigorously.
On February 7, 2002, The Limited issued a press release announcing its
January sales results. The text of this press release is attached hereto as
Exhibit 99.1.
On February 7, 2002, Intimate Brands issued a press release announcing its
January sales results. The text of this press release is attached hereto as
Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(a) Exhibit 99.1 Press release announcing January sales results for
The Limited.
(b) Exhibit 99.2 Press release announcing January sales results for
Intimate Brands, Inc.
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: February 7, 2002 By /s/ SAMUEL P. FRIED
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Name: Senior Samuel P. Fried
Title: Vice President and
General Counsel
Exhibit 99.1
THE LIMITED, INC. REPORTS JANUARY SALES
Columbus, Ohio (February 7, 2002) -- The Limited, Inc. (NYSE/LSE: LTD) reported
that comparable store sales for the four weeks ended February 2, 2002 increased
6% compared to the four weeks ended February 3, 2001. The Company reported net
sales of $576.3 million for the four-week period ended February 2, 2002
compared to sales of $766.2 million for the five-week period ended February 3,
2001. Excluding sales from Lane Bryant and the extra week in January last year,
the sales increase from the comparable four-week period last year was 11%.
Comparable store sales for the thirteen weeks ended February 2, 2002 decreased
2% compared to the thirteen weeks ended February 3, 2001. Net sales were $3.138
billion for the thirteen weeks ended February 2, 2002 compared to $3.522
billion for the fourteen weeks ended February 3, 2001. Excluding sales from
Lane Bryant and the extra week in the fourth quarter, the sales increase from
the comparable thirteen-week period last year was 1%.
The Company reported a comparable stores sales decrease of 4% for the fifty-two
weeks ended February 2, 2002, compared to the fifty-two weeks ended February 3,
2001. Net sales were $9.363 billion for the fifty-two weeks ended February 2,
2002 compared to $10.105 billion for the fifty-three weeks ended February 3,
2001. Excluding sales from Lane Bryant and the extra week last year, the sales
decrease from the comparable period last year was 2%.
On Monday, February 4, 2002, the Company announced an exchange offer to acquire
all of the outstanding shares of Intimate Brands, Inc. (NYSE: IBI). The
exchange offer commenced Tuesday, February 5, 2002, and is currently scheduled
to expire at 5:00 p.m. (New York City time) on Monday, March 11, 2002, subject
to extension by The Limited. Please refer to the Company's filings with the SEC
for further information.
As a reminder, The Limited, Inc. will report fourth quarter earnings on
February 28, 2002 at 8:00 a.m. EST.
About The Limited, Inc.:
The Limited, Inc., through Express, Lerner New York, Limited Stores, Structure
and Henri Bendel, presently operates 1,997 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 2,617 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
- -------------------------------------------
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, 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.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: All forward-looking statements made by the Company in this press release
or the January sales call involve risks and uncertainties and are subject to
change based on various important factors, many of which may be beyond the
Company's control. Accordingly, the Company's future performance and financial
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 Company's financial performance and actual results and
could cause actual results for 2001 and beyond to differ materially from those
expressed or implied in any forward-looking statements included in this press
release or the January sales call or otherwise made by management: 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 Company's products
and the ability to develop new merchandise; the ability to retain, hire and
train key personnel; risks associated with the possible inability of the
Company's 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 and other factors that may be
described in the Company's filings with the Securities and Exchange Commission.
The forward-looking information provided in this press release or the January
sales call is based on information available to the Company as of the date of
this press release. The Company does not undertake to publicly update or revise
its forward-looking statements even if experience or future changes make it
clear that any projected results expressed or implied therein will not be
realized.
# # #
For further information, please contact:
Tom Katzenmeyer
Vice President, Communications and Investor Relations
The Limited, Inc.
614-415-7076
www.Limited.com
THE LIMITED, INC.
JANUARY 2002
Comparable Store Sales Increase (Decrease):
Fourth Fourth Year-to- Year-to-
January January Quarter Quarter date date
2002 2001 2001 2000 2001 2000
-------- -------- ------- ------- -------- --------
Victoria's Secret Stores 11% (3%) 10% (4%) 0% 5%
Bath & Body Works 1% 1% (10%) (2%) (11%) 1%
Intimate Brands, Inc. 7% (1%) 0% (3%) (5%) 4%
Express 3% 19% 0% 15% (2%) 15%
Lerner New York 0% 16% (8%) 11% (5%) 4%
Limited Stores 13% 5% 1% 7% (2%) 5%
Structure 14% (12%) (6%) (6%) (8%) (4%)
Total Apparel 5% 11% (3%) 9% (3%) 8%
The Limited, Inc. 6% 5% (2%) 2% (4%) 5%
Total Stores:
Stores
Beginning Year-to-date Acquired Operating
of Year Opened Closed (Disposed) at 2/2/02
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Victoria's Secret Stores 958 60 (16) - 1,002
Bath & Body Works 1,432 191 (8) - 1,615
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Total Intimate Brands 2,390 251 (24) - 2,617
Express 667 14 (14) - 667
Lerner New York 560 6 (44) - 522
Limited Stores 389 2 (23) - 368
Structure 469 2 (32) - 439
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Total Apparel 2,085 24 (113) - 1,996
Henri Bendel 1 - - - 1
Lane Bryant 653 7 (9) (651) -
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Total Other Businesses 654 7 (9) (651) 1
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Total Limited, Inc. 5,129 282 (146) (651) 4,614
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Exhibit 99.2
INTIMATE BRANDS REPORTS JANUARY SALES
Columbus, Ohio (February 7, 2002) -- Intimate Brands, Inc. (NYSE: IBI) reported
that comparable store sales for the four weeks ended February 2, 2002 increased
7% compared to the four weeks ended February 3, 2001. The Company reported net
sales of $341.8 million for the four-week period ended February 2, 2002
compared to sales of $407.3 million for the five-week period ended February 3,
2001. Excluding the extra week in January last year, the sales increase from
the comparable four-week period last year was 16%.
Comparable store sales for the thirteen weeks ended February 2, 2002 were flat
compared to the thirteen weeks ended February 3, 2001. Net sales were $1.936
billion for the thirteen weeks ended February 2, 2002 compared to $1.938
billion for the fourteen weeks ended February 3, 2001. Excluding the extra week
in the fourth quarter, the sales increase from the comparable thirteen-week
period last year was 4%.
The Company reported a comparable stores sales decrease of 5% for the fifty-two
weeks ended February 2, 2002, compared to the fifty-two weeks ended February 3,
2001. Net sales were $5.021 billion for the fifty-two weeks ended February 2,
2002 compared to $5.117 billion for the fifty-three weeks ended February 3,
2001. Excluding the extra week last year, sales were flat to the comparable
period last year.
As a reminder, Intimate Brands will report fourth quarter earnings on February
28, 2002 at 8:45 a.m. EST.
About Intimate Brands, Inc.:
Intimate Brands, Inc. is the leading specialty retailer of intimate apparel,
beauty and personal care products through the Victoria's Secret and Bath & Body
Works brands. As of February 2, 2002, Victoria's Secret products are available
through 906 lingerie and 495 beauty stores (of which 96 are stand-alone), the
Victoria's Secret Catalogue and online at www.VictoriasSecret.com. The Company
offers a broad selection of personal care, home fragrance and decor products
through 1,584 Bath & Body Works and 127 White Barn Candle Company stores (of
which 31 are stand-alone).
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: All forward-looking statements made by the Company in this press release
or the January sales call involve risks and uncertainties and are subject to
change based on various important factors, many of which may be beyond the
Company's control. Accordingly, the Company's future performance and financial
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 Company's financial
performance and actual results and could cause actual results for 2001 and
beyond to differ materially from those expressed or implied in any
forward-looking statements included in this press release or the January sales
call or otherwise made by management: 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 Company's products and the ability to develop new
merchandise; the ability to retain, hire and train key personnel; risks
associated with the possible inability of the Company's 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 and other factors that may be described in the Company's
filings with the Securities and Exchange Commission. The forward-looking
information provided in this press release or the January sales call is based
on information available to the Company as of the date of this press release.
The Company does not undertake to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.
###
For further information, please contact:
Debbie J. Mitchell
Vice President, Communications and Investor Relations
Intimate Brands, Inc.
(614) 415-7546
www.IntimateBrands.com
INTIMATE BRANDS, INC.
JANUARY 2002
Comparable Store Sales Increase (Decrease):
Fourth Fourth Year-to- Year-to-
January January Quarter Quarter date date
2002 2001 2001 2000 2001 2000
--------- --------- --------- --------- ---------- ---------
Victoria's Secret Stores 11% (3%) 10% (4%) 0% 5%
Bath & Body Works 1% 1% (10%) (2%) (11%) 1%
Intimate Brands, Inc. 7% (1%) 0% (3%) (5%) 4%
Total Stores:
Stores
Beginning Year-to-date Acquired Operating
of Year Opened Closed (Disposed) at 2/2/02
------------------------------------------------------------
Victoria's Secret Stores 958 60 (16) - 1,002
Bath & Body Works 1,432 191 (8) - 1,615
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Total Intimate Brands 2,390 251 (24) - 2,617