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As filed with the Securities and Exchange Commission on February 14, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(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. 3)
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
Transaction valuation* Amount of filing fee**
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$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. [ ]
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Items 1 through 11.
This Amendment No. 3 ("Amendment No. 3") amends and supplements the Tender
Offer Statement on Schedule TO as initially filed on February 5, 2002 (as
previously amended and 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, of
Intimate Brands, Inc., a Delaware corporation ("Intimate Brands"), upon the
terms and subject to the conditions set forth in the Prospectus, dated February
5, 2002, and in the related Letter of Transmittal, copies of which have been
filed as Exhibits to the Schedule TO (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
Beginning on February 5, 2002 and continuing thereafter, a total of
thirteen separate lawsuits were filed in the Delaware Court of Chancery on
behalf of a purported class of public shareholders of Intimate Brands relating
to 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 al., C.A. No. 19387-NC; Oliver v. Gee, et al., C.A. No. 19388-NC;
Burke Trading LLC v. Gee, et al., C.A. No. 19389-NC; Zenderman v. Gee, et al.,
C.A. No. 19390-NC; Lustman v. Wexner, et al., C.A. No. 19391-NC and Greenwood
v. Intimate Brands, Inc., et al., C.A. No. 19403-NC. The Zenderman action was
voluntarily dismissed by the plaintiff in that action on February 7, 2002. Two
similar actions have also been filed in the Ohio Court of Common Pleas in
Franklin County, Ohio, styled Cameron v. Wexner, et al., Case No. 02-CVH-021342
and Zenderman v. Wexner, et al., Case No. 02-CVH-021636. All of these 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. On February 8, 2002,
plaintiffs in the Vogel and Helwig actions pending in Delaware filed an amended
complaint which substantially revised the allegations in those actions to
allege that the disclosures contained in the Prospectus and a registration
statement that were filed by The Limited in connection with the Offer were
incomplete or misleading for various reasons. Plaintiffs in those actions also
moved for expedited discovery on those claims in anticipation of making a
motion for preliminary injunction against the closing of the Offer until
additional disclosures addressing the alleged shortcomings identified in the
amended complaint had been disseminated. Following a hearing on February 13,
2002, the Delaware Court of Chancery granted the application for expedited
discovery and tentatively scheduled a hearing on a motion for preliminary
injunction to be held on February 28, 2002 at 11 a.m. Thereafter, plaintiffs'
counsel in the Cameron and Zenderman actions pending in Ohio agreed to withdraw
the motion for expedited discovery pending in that Court and to participate in
the expedited discovery proceedings in the Delaware actions.
These actions are in their earliest stages. The Limited believes the
allegations are without merit and intends to defend against them vigorously.
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