Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
RULES 13d-1(b). (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
| Alliance Data Systems Corporation |
| |
| (Name of Issuer) |
| Common Stock, $.01 par value |
| |
| (Title of Class of Securities) |
| 018581-10-8 |
| |
| (CUSIP Number) |
| November 5, 2003 |
| |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
_________________
* 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).
Page 1 of 6
| CUSIP No. 018581-10-8 | 13G |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Limited Brands, Inc., 31-1029810 |
||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUPS
(a) o (b) o |
||
| 3. | SEC
USE ONLY |
||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delarare |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER -0- |
|
| 6. | SHARED
VOTING POWER -0- |
||
| 7. | SOLE
DISPOSITIVE POWER -0- |
||
| 8. | SHARED
DISPOSITIVE POWER -0- |
||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
||
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- |
||
| 12. | TYPE
OF REPORTING PERSON* CO |
||
_________________
Page 2 of 6
Item 1(a). Name of Issuer:
Alliance Data Systems Corporation (“Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
17655 Waterview Parkway, Dallas, Texas 75752
Item 2(a). Name of Person Filing:
Limited Brands, Inc. (“Limited Brands”)
Item 2(b). Address of Principal Business Office or, if None, Residence:
Three Limited Parkway, Columbus, Ohio 43216
Item 2(c). Citizenship:
Limited Brands is a Delaware corporation
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
018581-10-8
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act; | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | |
| (d) | o | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. o
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| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | Amount beneficially owned: 0 | |||
| (b) | Percent of class: 0% | |||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: 0 | |||
| (ii) | Shared power to vote or to direct the vote: None | |||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of: None | |||
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
See Exhibit 1 attached hereto.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
Page 4 of 6
SIGNATURE
After reasonable 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.
| November 5, 2003 | |
| (Date) |
| /s/ Samuel P. Fried |
|
| (Signature) | |
| Samuel P. Fried/Senior Vice President and General Counsel | |
| (Name/Title) |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
Page 5 of 6
EXHIBIT 1
Identification of Subsidiary
Limited Commerce Corp., a wholly-owned subsidiary of Limited Brands.