SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment No. 9
to
Schedule TO
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
LIMITED BRANDS, INC. |
(Name of Issuer) |
LIMITED BRANDS, INC. (Issuer) |
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person)) |
Common Stock, $0.50 Par Value |
(Title of Class of Securities) |
532716107 |
(CUSIP Number of Class of Securities) |
Samuel P. Fried |
Senior Vice President, General Counsel and Secretary |
Limited Brands, Inc. |
Three Limited Parkway |
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) |
Copy 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** | |
$2 billion | $253,400 |
* | Calculated solely for the purpose of determining the amount of the filing fee. This amount is based upon the purchase of 80,000,000 outstanding shares of Common Stock at the maximum tender offer price of $25.00 per share. |
** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission, equals $126.70 per million of the value of the transaction. |
[x] Check the 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: | $253,400 | Filing Party: | Limited Brands, Inc. | |||
Form of Registration No.: | Schedule TO | Date Filed: | October 7, 2004 | |||
[ ] 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:
[ ] third-party
tender offer subject to Rule 14d-1
[x] 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: [ ]
This Amendment No. 9 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the Commission) on October 7, 2004, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement filed with the Commission on October 12, 2004, Amendment No. 2 to the Tender Offer Statement filed with the Commission on October 21, 2004, Amendment No. 3 to the Tender Offer Statement filed with the Commission on October 22, 2004, Amendment No. 4 to the Tender Offer Statement filed with the Commission on October 25, 2004, Amendment No. 5 to the Tender Offer Statement filed with the Commission on October 26, 2004, Amendment No. 6 to the Tender Offer Statement filed with the Commission on October 27, 2004, Amendment No. 7 to the Tender Offer Statement filed with the Commission on October 28, 2004, and Amendment No. 8 to the Tender Offer Statement filed with the Commission on October 29, 2004 (the Schedule TO) by Limited Brands, Inc., a Delaware corporation (the Company), relating to the offer by the Company to purchase up to 80,000,000 shares of its common stock, $0.50 par value per share (the Shares), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price determined by the Company between $21.75 and $25.00 per Share, without interest, on the terms and subject to the conditions set forth in an Offer to Purchase, dated October 7, 2004 and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the Offer). This Amendment No. 9 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The information in the Offer is incorporated in this Amendment No. 9 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
(b)(vii) On November 4, 2004, the Company issued a press release reporting the Company's October 2004 sales results. A copy of this press release is filed as Exhibit (a)(5)(xi) to the Schedule TO and is incorporated herein by reference.
(b)(viii) On November 4, 2004, together with a copy of the above press release reporting the Company's October 2004 sales results, the Company made available a webcast announcing its October 2004 sales results. A copy of this transcript is filed as Exhibit (a)(5)(xii) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
(a)(5)(xi) Press Release, dated November 4, 2004 (reporting the Company's October 2004 sales results).
(a)(5)(xii) Transcript of webcast announcing October 2004 sales results.
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EXHIBIT INDEX
Item 12. Exhibits.
(a)(1)(i) | Offer to Purchase dated October 7, 2004.* |
(a)(1)(ii) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* |
(a)(1)(iii) | Notice of Guaranteed Delivery.* |
(a)(1)(iv) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated October 7, 2004.* |
(a)(1)(v) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated October 7, 2004.* |
(a)(1)(vi) | Letter dated October 6, 2004 from Leslie H. Wexner, Chairman and Chief Executive Officer of Limited Brands, Inc.* |
(a)(1)(vii) | Letter from Savings and Retirement Plan Administrative Committee, including Letter and Notice of Instructions, to all Participants in the Savings and Retirement Plan of Limited Brands, Inc. dated October 7, 2004.* |
(a)(1)(viii) | Letter from Savings and Retirement Plan Administrative Committee to Participants in the Savings and Retirement Plan who are subject to Section 16 of the Securities and Exchange Act of 1934, as amended, dated October 7, 2004.* |
(a)(1)(ix) | Letter from Computershare Trust Co., Inc. to all Participants in the Stock Purchase Plan of Limited Brands, Inc. dated October 7, 2004.* |
(a)(1)(x) | Notice to Holders of Vested Stock Options dated October 7, 2004.* |
(a)(5)(i) | Form of summary advertisement dated October 7, 2004.* |
(a)(5)(ii) | Limited Brands Stock Tender OfferQuestions and Answers.* |
(a)(5)(iii) | October 20, 2004 investor update meeting presentation materials, part one.** |
(a)(5)(iv) | October 20, 2004 investor update meeting presentation materials, part two.** |
(a)(5)(v) | October 20, 2004 investor update meeting presentation materials, part three.** |
(a)(5)(vi) | October 20, 2004 investor update meeting transcript.*** |
(a)(5)(vii) | Press Release, dated October 26, 2004.**** |
(a)(5)(viii) | Press release, dated October 27, 2004 (updating the Company's expectations for October 2004 sales results and third quarter 2004 earnings and announcing the extension of the tender offer).***** |
(a)(5)(ix) | Notice to employees, dated October 27, 2004.***** |
(a)(5)(x) | Prospectus Supplement, incorporated by reference to the Companys Prospectus Supplement (file no. 333-105484) dated October 19, 2004. |
(a)(5)(xi) | Press Release, dated November 4, 2004 (reporting the Company's October 2004 sales results).****** |
(a)(5)(xii) | Transcript of webcast announcing October 2004 sales results.****** |
(b)(i) | Five-Year Revolving Credit Agreement, dated as of October 6, 2004, among Limited Brands, Inc., the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Bank of America, N.A. and Citicorp North America, |
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Inc., as Co-Syndication Agents.* | |
(b)(ii) | Term Loan Credit Agreement, dated as of October 6, 2004, among Limited Brands, Inc., the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Bank of America, N.A. and Citicorp North America, Inc., as Co-Syndication Agents.* |
(b)(iii) | Bridge Credit Agreement, dated as of October 6, 2004, among Limited Brands, Inc., the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Bank of America, N.A. and Citicorp North America, Inc., as Co-Syndication Agents.* |
(d)(1) | Employment Agreement of Mark A. Giresi dated as of August 15, 2002, incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10K for fiscal year ended February 1, 2003. |
(d)(2) | Amendment to Employment Agreement of Mark A. Giresi dated as of May 19, 2003, incorporated by reference to Exhibit (d)(4) to the Companys Tender Offer statement on Schedule TO (file no. 00533912) dated February 27, 2004. |
(d)(3) | Employment Agreement of Leonard A. Schlesinger dated as of July 31, 2003, incorporated by reference to Exhibit 10 to the Company Quarterly Report on Form 10-Q for quarterly period ended August 2, 2003. |
(d)(4) | Employment Agreement of V. Ann Hailey dated as of January 2, 2004, incorporated by reference to Exhibit (d)(6) to the Companys Tender Offer statement on Schedule TO (file no. 005-33912) dated February 27, 2004. |
(d)(5) | Limited Brands Stock Award and Deferred Compensation Plan for Non-Associate Directors, incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-8 filed November 13, 2003. |
(d)(6) | Limited Brands 1993 Stock Option and Performance Incentive Plan (2004 Restatement), incorporated by reference to Appendix A to the Companys Proxy Statement on Form 14A dated May 17, 2004. |
(d)(7) | Intimate Brands 1995 Stock Option and Performance Incentive Plan (1997 Restatement), incorporated by reference to Exhibit B to the Companys Proxy Statement on Form 14A dated April 14, 1997. |
* | Previously filed on Schedule TO on October 7, 2004. |
** | Previously filed on Amendment No. 3 to Schedule TO on October 22, 2004. |
*** | Previously filed on Amendment No. 4 to Schedule TO on October 25, 2004. |
**** | Previously filed on Amendment No. 5 to Schedule TO on October 26, 2004. |
***** | Previously filed on Amendment No. 6 to Schedule TO on October 27, 2004. |
****** | Filed herewith. |
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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.
LIMITED BRANDS, INC. | |||
By: | /s/ Timothy J. Faber | ||
Name: | Timothy J. Faber | ||
Title: | Vice President, Treasury | ||
/ Mergers & Acquisitions |
Dated: November 4, 2004
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LIMITED BRANDS, INC. REPORTS OCTOBER 2004 SALES
Columbus, Ohio (November 4, 2004) Limited Brands (NYSE: LTD) reported a comparable store sales increase of 14% for the four weeks ended October 30, 2004 compared to the four weeks ended November 1, 2003. Net sales were $633.8 million compared to sales of $556.6 million last year.
The Company reported a comparable store sales increase of 1% for the third quarter ended October 30, 2004. Net sales for the third quarter were $1.891 billion, an increase of 2% compared to sales of $1.847 billion last year. Comparable store sales increased 6% for the year-to-date period and net sales were $6.080 billion compared to sales of $5.703 billion last year.
To hear further commentary provided on Limited Brands prerecorded October sales message, call 1-800-337-6551, followed by the passcode LTD (583), or log onto www.Limitedbrands.com for an audio replay.
ABOUT LIMITED BRANDS:
Limited Brands, through Victorias Secret, Bath & Body Works, Express, Limited Stores, White Barn Candle Co. and Henri Bendel, presently operates 3,835 specialty stores. Victorias Secret products are also
available through the catalogue and www.VictoriasSecret.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: All forward-looking statements made by the Company in this press release or the October sales call involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as estimate, project, plan, believe, expect, anticipate, intend and similar expressions may identify forward-looking statements. The following factors, among others, in some cases have affected and in the future could affect the Companys financial performance and actual results and could cause actual results for 2004 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this press release or the October sales call or otherwise made by management: changes in consumer spending patterns, consumer preferences and overall economic conditions; the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities; our ability to service our debt, any debt we draw down under our credit facilities, and other any debt we incur, and the restrictions the agreements related to such debt impose upon us; our ability to implement our strategic and operational initiatives; the impact of competition and pricing; changes in weather patterns; political stability; postal rate increases and charges; paper and printing costs; risks associated with the seasonality of the retail industry; risks related to consumer acceptance of the Companys products and the ability to develop new merchandise; the ability to retain, hire and train key personnel; risks associated with the possible inability of the Companys manufacturers to deliver products in a timely manner; risks associated with relying on foreign sources of production; risks associated with the possible lack of availability of suitable store locations on appropriate terms and other factors that may be described in the Companys filings with the Securities and Exchange Commission. The forward-looking information provided in this press release or the October sales call is based on information available to the Company as of the date of this press release. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
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ADDITIONAL LEGAL INFORMATION:
This press release and the October sales call are for informational purposes only and do not constitute an offer to buy or the solicitation of an offer to sell shares of Limited Brands common stock. The tender offer
is being made only pursuant to the Offer to Purchase and the related materials that Limited Brands distributed to shareholders on October 7, 2004. Stockholders should read the Offer to Purchase and the related materials carefully because they
contain important information. Stockholders can obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Limited Brands filed with the Securities and Exchange Commission at the Commissions
website at www.sec.gov. Stockholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, toll free at 888-628-8208.
For further information, please contact: | For further information regarding the self-tender offer, | |
Tom Katzenmeyer | please contact: | |
SVP, Investor, Media and Community Relations | D.F. King & Co., Inc. | |
Limited Brands, Inc. | 48 Wall Street | |
614-415-7076 | New York, NY 10005 | |
www.Limitedbrands.com | 888-628-8208 |
LIMITED BRANDS | ||||||||||||
October 2004 | ||||||||||||
Comparable Store Sales Increase (Decrease): | ||||||||||||
Third | Third | Year-to- | Year-to- | |||||||||
October | October | Quarter | Quarter | Date | Date | |||||||
2004 | 2003 | 2004 | 2003 | 2004 | 2003 | |||||||
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Victorias Secret Stores | 16% | 4% | 13% | 5% | 11% | 4% | ||||||
Bath & Body Works | 11% | 3% | 9% | 3% | 13% | 2% | ||||||
Express | 16% | (10%) | (12%) | (2%) | (3%) | (1%) | ||||||
Limited Stores | 5% | (7%) | (13%) | 0% | (5%) | (3%) | ||||||
Total Apparel | 13% | (9%) | (13%) | (2%) | (4%) | (1%) | ||||||
Limited Brands | 14% | (2%) | 1% | 2% | 6% | 1% |
Total Sales (Millions): | |||||||||||||
Third | Third | Year-to-date | Year-to-date | ||||||||||
Quarter 2004 | Quarter 2003 | 2004 | 2003 | ||||||||||
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Victorias Secret Stores | $ | 632.0 | $ | 556.6 | $ | 2,007.0 | $ | 1,787.4 | |||||
Victorias Secret Direct | 198.1 | 176.8 | 755.0 | 666.6 | |||||||||
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Total Victorias Secret | $ | 830.1 | $ | 733.4 | $ | 2,762.0 | $ | 2,454.0 | |||||
Bath & Body Works | $ | 350.0 | $ | 320.3 | $ | 1,162.3 | $ | 1,035.0 | |||||
Express | $ | 449.5 | $ | 503.7 | $ | 1,374.4 | $ | 1,431.0 | |||||
Limited Stores | 134.9 | 159.5 | 402.5 | 436.7 | |||||||||
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Total Apparel | $ | 584.4 | $ | 663.2 | $ | 1,776.9 | 1,867.7 | ||||||
Total Other | $ | 126.4 | $ | 129.9 | $ | 378.7 | 346.5 | ||||||
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Limited Brands | $ | 1,890.9 | $ | 1,846.8 | $ | 6,079.9 | $ | 5,703.2 | |||||
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Total Stores: | ||||||||||
Stores | Express | Stores | ||||||||
Operating | Year-to-date | Integration | Operating | |||||||
at 1/31/04 | Opened | Closed | (see note) | at 10/30/04 | ||||||
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Victoria's Secret Stores | 1,009 | 10 | (18) | - | 1,001 | |||||
Bath & Body Works | 1,604 | 8 | (30) | - | 1,582 | |||||
Express Women | 562 | 1 | (8) | (67) | 488 | |||||
Express Mens | 290 | - | (43) | (1) | 246 | |||||
Express Dual Gender | 104 | 12 | - | 68 | 184 | |||||
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Total Express | 956 | 13 | (51) | - | 918 | |||||
Limited Stores | 341 | - | (9) | - | 332 | |||||
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Total Apparel | 1,297 | 13 | (60) | - | 1,250 | |||||
Henri Bendel | 1 | 1 | - | - | 2 | |||||
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Total Limited Brands | 3,911 | 32 | (108) | - | 3,835 | |||||
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Note: Express Integration represents conversion of Express Women and/or Express Men stores to Express dual gender stores.
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FINAL | 1 |
OCTOBER SALES SCRIPT NOVEMBER 4, 2004 |
FINAL | 2 |
VICTORIAS SECRET STORES
FINAL | 3 |
FINAL | 4 |