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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
thirteen separate lawsuits were 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 is commencing an exchange offer for the outstanding public
shares of common stock of Intimate Brands. 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 exchange 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 exchange 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 an offer to exchange and a
registration statement that were filed by The Limited in connection with the
exchange 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 exchange 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.
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 14, 2002 By /s/ Timothy Faber
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Name: Timothy Faber
Title: Vice President