SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36458R-101
(CUSIP Number)
| Samual P. Fried Limited Brands, Inc. Three Limited Parkway Columbus, OH 43230 Tel No.: (614) 415-7000 |
William
M. Wardlaw FS Equity Partners IV, L.P. 11100 Santa Monica Boulevard Suite 1900 Los Angeles, CA 90025 Tel No.: (310) 444 - 1822 |
Authorized to Receive Notices and Communications)
August 1, 2003
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 36458R-101 | 13D | Page 2 of 5 Pages |
| 1 | NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) FS Equity Partners IV, L.P. |
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| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
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| 4 | SOURCE
OF FUNDS |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 11,195,000 |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 5,694,500 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,195,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4% |
||
| 14 | TYPE
OF REPORTING PERSON PN |
||
| CUSIP No. 36458R-101 | 13D | Page 3 of 5 Pages |
| 1 | NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) FS Capital Partners LLC. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER 11,195,000 |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 5,694,500 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,195,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 36458R-101 | 13D | Page 4 of 5 Pages |
| 1 | NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Limited Brands, Inc. 31-1029810 |
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| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 5,500,500 |
|
| 8 | SHARED
VOTING POWER 11,195,000 |
||
| 9 | SOLE
DISPOSITIVE POWER 5,250,500 |
||
| 10 | SHARED
DISPOSITIVE POWER 0 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 11,195,000 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.4% |
||
| 14 | TYPE
OF REPORTING PERSON* CO |
||
This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed to report the pledge of 250,000 shares of common stock (the “Common Stock”) of Galyan’s Trading Company, Inc., an Indiana corporation (“Galyan’s” or the “Issuer”), by G Trademark, Inc. (“G Trademark”), a wholly-owned subsidiary of Limited Brands, Inc. (“Limited Brands”). This Amendment supplements and amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on October 9, 2001, as amended by Amendment No. 1 thereto filed on June 10, 2003 (together, the “Schedule 13D”) relating to the Common Stock. Only those items that are hereby reported are amended. All other items remain unchanged. All capitalized terms shall have the meanings assigned to them in the Schedule 13D, unless otherwise indicated herein.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the following paragraph.
On August 1, 2003, G Trademark, a wholly-owned subsidiary of Limited Brands, and The Limited Brands Foundation (the “Foundation”), a charitable institution incorporated in Ohio, entered into an Irrevocable and Binding Pledge Agreement (the “Pledge Agreement”), whereby G Trademark agreed to donate to the Foundation by August 15, 2003 a gift consisting of 250,000 shares of Common Stock to be used for the charitable purposes of the Foundation. As of August 4, 2003, Limited Brands (including for purposes of this Schedule 13 D its wholly-owned subsidiary G Trademark) beneficially owned 11,195,000 shares of Common Stock, representing 65.4% of the 17,188,716 shares of Common Stock currently outstanding, based on Galyan's Form 10-Q as filed on June 20, 2003. As of August 4, 2003, Limited Brands may be deemed to have sole voting power over 5,500,500 shares of Common Stock, shared voting power over 11,195,000 shares of Common Stock and sole dispositive power over 5,250,500 shares of Common Stock.
Item 6. Contracts, Arrangement, Understandings or Relationships with respect to Securities of the Issuer
Item 6 is hereby amended by adding the following paragraph.
On August 1, 2003, G Trademark and the Foundation entered into the Pledge Agreement, whereby G Trademark agreed to donate to the Foundation by August 15, 2003 a gift consisting of 250,000 shares of Common Stock to be used for the charitable purposes of the Foundation.
Item 7. Material to be Filed as Exhibits.
| Exhibit 8 | Irrevocable and Binding Pledge Agreement, dated as of August 1, 2003, between G Trademark, Inc. and The Limited Brands Foundation. |
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: August 7, 2003 |
|
FS EQUITY PARTNERS IV, L.P. | |
| By: | /s/ Todd W.
Halloran
Name: Todd W. Halloran Title: Vice President |
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|
FS CAPITAL PARTNERS LLC | ||
| By: | /s/ Todd W.
Halloran
Name: Todd W. Halloran Title: Vice President |
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LIMITED BRANDS, INC.
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| By: | /s/ Timothy
J. Faber Name: Timothy J. Faber Title: V.P. Treasury/M&A |
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SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF THE LIMITED AND G TRADEMARK
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of The Limited are set forth below. If no business address is given the director’s or officer’s business address is Three Limited Parkway, Columbus, Ohio 43230. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to The Limited. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
| Name and Business Address |
Present
Principal Occupation Including Name and |
| Directors |
|
|
|
|
| Leslie H. Wexner |
Chairman of the Board and Chief Executive Officer |
| David T. Kollat |
Director |
| V. Ann Hailey |
Executive Vice President and Chief Financial Officer |
| Eugene M. Freedman |
Director |
| Donald B. Shackelford |
Director |
| James L. Heskett |
Director |
| Leonard A. Schlesinger |
Vice Chairman and Chief Operating Officer |
| Raymond Zimmerman |
Director |
| E. Gordon Gee |
Director |
| Donna James |
Director |
| Abigail S. Wexner |
Director |
| Allan R. Tessler |
Director |
| Name and Business Address |
Present
Principal Occupation Including Name and |
| Executive Officers (Who Are Not Directors) |
|
| None |
|
|
|
|
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of G Trademark are set forth below. If no business address is given the director’s or officer’s business address is 4441 South Polaris Avenue, Las Vegas, NV 89103. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to G Trademark. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
| Name and Business Address |
Present
Principal Occupation Including Name and |
| Directors |
|
| V. Ann Hailey |
President and Director |
| David H. Hasson |
Vice President and Director |
| Christopher L. Kaempfer |
Secretary and Director |
| Jackie Smith |
Treasurer and Director |
| Charles H. Buckingham |
Assistant Secretary and Director |
|
|
|
|
|
|
| Name and Business Address |
Present
Principal Occupation Including Name and |
| Executive Officers (Who Are Not Directors) |
|
| None |
|
|
|
|
JOINT FILING AGREEMENT
The Reporting
Persons have agreed that a single Schedule 13D (or any amendment thereto)
relating to the Common Stock of Galyan’s Trading Company, Inc. shall be
filed on behalf of each of the Reporting Persons. Note that copies of
the applicable agreement are already on file with the appropriate agencies.
Exhibit 8
IRREVOCABLE AND BINDING PLEDGE
AGREEMENT made in Columbus, Ohio, this 1st day of August, 2003 between G Trademark, Inc. located at 4441 South Polaris Avenue, Las Vegas, NV 89103, and The Limited Brands Foundation, a charitable institution located at 1234 East Broad Street, Columbus OH.
WHEREAS, it is the desire of G Trademark, Inc. to donate to The Limited Brands Foundation certain securities by August 15, 2003 and thereby to encourage The Limited Brands Foundation to carry and expand its charitable programs and to seek additional contributions from other donors; and
WHEREAS, The Limited Brands Foundation is willing to accept such gift and to continue to undertake such programs in reliance upon the undertakings and assurances hereby given.
NOW, therefore, in consideration of the premises and reliance herein recited, it is hereby agreed by and between the parties as follows:
1. G Trademark, Inc. will donate to The Limited Brands Foundation by August 15, 2003 a gift consisting of Two Hundred Fifty Thousand (250,000) shares of Galyan’s Trading Company, Inc. common stock to be used for the charitable purposes of The Limited Brands Foundation.
2. The pledge under this Agreement is binding and irrevocable and this Agreement may be enforced by The Limited Brands Foundation by an action for specific performance or by any other appropriate remedy by any court having jurisdiction.
3. This Agreement shall be governed in all respects by the laws of the State of Ohio.
IN WITNESS WHEREOF, G Trademark, Inc. and The Limited Brands Foundation have caused this Agreement to be signed by their respective officers, the day and the year first above written.
G TRADEMARK, INC.
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| By: | /s/ David H. Hasson
David H. Hasson Vice President |
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THE LIMITED BRANDS FOUNDATION
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| By: | /s/ Ray J. Biddiscombe
Ray J. Biddiscombe Assistant Treasurer |
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