As filed with the Securities and Exchange Commission on November 25, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIMITED BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 5621 31-1029810
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
(614) 415-7000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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SAMUEL P. FRIED
Senior Vice President and General
Counsel
Limited Brands, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio 43216
(614) 415-7000
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
SARAH BESHAR JEAN HANSON
Davis Polk & Wardwell Fried, Frank, Harris, Shriver &
450 Lexington Avenue Jacobson
New York, New York 10017 One New York Plaza
(212) 450-4000 New York, New York 10004
(212) 859-8000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]__________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[X] 33-53366
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. __________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered Per Unit (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
Debt Securities $50,000,000 100% $50,000,000 $4,600.00
=================================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under
the Securities Act of 1933.
Incorporation by Reference of Registration Statement on Form S-3,
File No. 33-53366
Limited Brands, Inc. (the "Company")(formerly named The Limited, Inc.)
hereby incorporates by reference into this Registration Statement on Form S-3 in
its entirety the Registration Statement on Form S-3 (File No. 33-53366)
declared effective on February 25, 1993 by the Securities and Exchange
Commission (the "Commission"), including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration
Statement.
Exhibit Number Description
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5.1 Opinion of Davis Polk & Wardwell
15.1 Awareness Letter of PricewaterhouseCoopers LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
25.1 Powers of Attorney (included as an exhibit to the
Registration Statement on Form S-3, File No. 33-53366)*
*Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on this 25th day of November, 2002.
LIMITED BRANDS, INC.
By: /s/ V. Ann Hailey
----------------------------------
Name: V. Ann Hailey
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Leslie H. Wexner Chairman of the Board of
- -------------------------------- Directors, President and
Leslie H. Wexner Chief Executive Officer November 25, 2002
/s/ V. Ann Hailey Director, Executive Vice President
- -------------------------------- and Chief Financial Officer
V. Ann Hailey (Principal Financial Officer
and Principal Accounting
Officer) November 25, 2002
- -------------------------------- Director
Eugene M. Freedman
- -------------------------------- Director
E. Gordon Gee
- -------------------------------- Director
James L. Heskett
*
- -------------------------------- Director November 25, 2002
David T. Kollat
/s/ Leonard A. Schlesinger
- -------------------------------- Director November 25, 2002
Leonard A. Schlesinger
- -------------------------------- Director
Donald B. Shackelford
*
- -------------------------------- Director November 25, 2002
Allan R. Tessler
Signature Title Date
--------- ----- ----
- -------------------------------- Director
Alex Shumate
*
- -------------------------------- Director November 25, 2002
Martin Trust
- -------------------------------- Director
Abigail S. Wexner
*
- -------------------------------- Director November 25, 2002
Raymond Zimmerman
*By: /s/ Leslie H. Wexner
---------------------------
Leslie H. Wexner
Attorney-in-fact
EXHIBITS
Exhibit Number Description
-------------- -----------
5.1 Opinion of Davis Polk & Wardwell
15.1 Awareness Letter of PricewaterhouseCoopers LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
25.1 Powers of Attorney (included as an exhibit to the
Registration Statement on Form S-3, File No. 33-53366)*
*Previously filed
EXHIBIT 5.1 and 23.2
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
November 25, 2002
Limited Brands, Inc.
Three Limited Parkway, P.O. Box 16000
Columbus, Ohio
Ladies and Gentlemen:
We have acted as special counsel to Limited Brands, Inc. (the "Company")
in connection with the Company's Registration Statement on Form S-3 (the
"Abbreviated Registration Statement") filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, for the
registration of $50,000,000 aggregate principal amount of debt securities (the
"Debt Securities"). The Debt Securities are to be purchased by certain
underwriters and offered for sale to the public together with the securities
registered pursuant to a Registration Statement on Form S-3 (File No. 33-53366)
of the Company that was declared effective on February 25, 1993 (the "Initial
Registration Statement").
We have examined such documents and such matters of fact and law that we
have deemed necessary for the purpose of rendering the opinion expressed
herein. Based upon the foregoing, we are of the opinion that when the Debt
Securities have been duly issued and delivered against payment therefor in
accordance with the terms of the Terms Agreement dated the date hereof, the
Debt Securities will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, subject
to (i) bankruptcy, insolvency and other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether considered in a proceeding in
equity or at law).
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Abbreviated Registration Statement and to the reference to our name under the
caption "Legal Opinions" in the prospectus included in the Initial Registration
Statement and incorporated by reference in the Abbreviated Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
Exhibit 15.1 November 25, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our reports dated May 20, 2002 and August 22, 2002 on our reviews of interim financial information of Limited Brands, Inc. (the "Company") as of and for the periods ended May 4, 2002 and August 3, 2002 and included in the Company's quarterly reports on Form 10-Q for the quarters then ended are incorporated by reference in its Registration Statement on Form S-3 dated November 25, 2002. Very truly yours, /s/ PricewaterhouseCoopers LLP Columbus, Ohio
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 28, 2002, except for Note 14
as to which the date is March 21, 2002, relating to the financial statements,
which appear in the 2001 Annual Report to Shareholders, which is incorporated by
reference in Limited Brands' Annual Report on Form 10-K for the year ended
February 2, 2002. We also consent to the references to us under the headings
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
November 25, 2002