SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported): June 22,
2007
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Limited
Brands, Inc.
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(Exact
Name of Registrant
as
Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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1-8344
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31-1029810
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Three
Limited Parkway
Columbus,
OH
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43230
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (614)
415-7000
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 8.01.
Other Events.
On
June 22, 2007, Limited Brands, Inc.
issued a press release announcing the following: certain cost reduction
initiatives; the increase in its share repurchase program to $1 billion and
the
acceleration of repurchase activity; its plans to issue $1.25 billion in
debt;
the expected closing date for the Express transaction; and the continued
exploration of strategic alternatives for Limited stores and certain non-core
assets. The press release is attached as Exhibit 99.1 and is incorporated
herein
by reference.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release issued by Limited Brands, Inc., dated June 22,
2007.
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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.
| LIMITED BRANDS, INC. | ||
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| By: | /s/ Douglas L. Williams | |
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Name: Douglas L. Williams |
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| Date: June 22, 2007 |
Title:
Senior Vice President and General
Counsel
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release issued by Limited Brands, Inc., dated June 22,
2007.
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Exhibit
99.1
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Limited
Brands Announces Next Steps
in Ongoing
Plan
to
Enhance Shareholder
Value
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·
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Announces
Cost Reduction
Initiatives to
Provide Annual Savings of $100 Million
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·
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Increases
Share Repurchase Program
to $1 Billion and Will Accelerate Repurchase
Activity
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·
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Plans
to Issue $1.25 Billion of
Debt
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Anticipates
Express
Transaction Will Close
on July 6,
2007
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·
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Continues
to Explore Strategic
Alternatives for
Limited Stores
and
Non-Core
Assets
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COLUMBUS,
Ohio, June 22
-- Limited Brands,
Inc. (NYSE: LTD)
today provided an update of several
initiatives to refocus
its business on key growth areas,
reduce costs and accelerate programs
to return value to shareholders.
“We
are on track with our
value-enhancing
strategic initiatives and are
now ready to embark on fine-tuning the organization to better match
the size and
complexity of the ‘new Limited Brands’ where we’ll
focus primarily on intimate apparel and personal care,”
said
Leslie H. Wexner, chairman
and chief
executive
officer. “To
improve overall profitability, we
have launched a broad effort to streamline the company,
enhance
productivity and efficiency, and focus
resources on the most promising growth opportunities.”
“Increasing
our previously declared stock
repurchase program and accelerating the pace
of our
repurchases reflect the
strength of our balance sheet, our confidence in the company’s
future growth prospects and our
commitment to returning value to shareholders,” added
Wexner.
Cost
Reduction
Initiatives
As
previously disclosed, Limited Brands
initiated a complete review of its selling, general and
administrative
(SG&A)
expenses with a view to re-sizing and
realigning the company’s
expense structure to reflect
the company’s
new enterprise
structure.
The
company
will undertake a significant
reduction of SG&A expenses with
expected savings of approximately
$100 million annually
beginning in fiscal
2008. These
savings will be primarily realized
through a decrease in headcount of approximately 10 percent at the corporate
and
brand home offices, which includes the elimination of open positions, reduction
of current staff and transfers to the new Express business in conjunction with
the upcoming sale. No headcount reductions are anticipated in stores,
distribution centers or call centers. The current corporate and brand
home office employment is approximately 5,300 associates. Savings
will also be realized through a reduction of other operating
expenses.
One-time
costs and the specific impact
on 2007 financial results will be provided at a future date once specific plans
are finalized.
Share
Repurchase
Program and
Additional Debt Financing
The
company
is increasing the previously
announced $500
million share repurchase program to $1 billion. Under this program,
the company has repurchased $190.5 million worth of shares and intends to
accelerate the rate of repurchases. The specific timing, amount and
method of repurchases will vary based on market conditions and other
factors.
The company
intends to raise $1.25 billion of
debt to fund
these share repurchases, the recent acquisition of La Senza and other general
corporate requirements.
Strategic
Alternatives
Limited
Brands had previously announced
that it had signed a definitive agreement with affiliates of Golden Gate Capital
to sell a 67
percent ownership interest
in its Express brand for pre-tax cash
proceeds of $548
million. Subject to customary closing conditions, the transaction is
expected to close on July
6, 2007.
The
Department of Justice has granted
early termination of the waiting period applicable to the acquisition of an
ownership interest in Express under the Hart-Scott-Rodino
Antitrust
Improvements Act of 1976.
The
company
continues to explore strategic
alternatives for its Limited Stores business. No
timetable has been
established for completion of the Limited Stores process.
The
company is also evaluating the feasibility of alternatives involving certain
other non-core assets, including real estate and other
investments. The company is not considering alternatives for Mast
Industries, Inc., which is strategic to the sourcing and production of
merchandise for Victoria’s Secret, Pink and La Senza.
ABOUT
LIMITED
BRANDS:
Limited
Brands,
through Victoria's Secret, Bath & Body Works, C.O. Bigelow, Express, Limited
Stores, La Senza, White Barn Candle Co., Henri Bendel and Diva London, presently
operates 3,764 specialty stores. The Company's products are also available
online at www.VictoriasSecret.com, www.BathandBodyWorks.com and
www.LaSenza.com.
Safe
Harbor
Statement Under the Private Securities Litigation Reform Act of
1995
The
Company cautions that any forward-looking statements (as such term is defined
in
the Private Securities Litigation Reform Act of 1995) contained in this press
release or the first quarter earnings call or made by the Company or management
of the Company involve risks and uncertainties and are subject to change
based
on various important factors, many of which are beyond our 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," "planned," "potential" 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 Company's financial performance
and actual results and could cause actual results to differ materially from
those expressed or implied in any forward- looking statements included in
this
press release or the first quarter
earnings
call or otherwise made by the Company or management: risks associated with
general economic conditions, consumer confidence and consumer spending patterns;
the potential impact of national and international security concerns on the
retail environment, including any possible military action, terrorist attacks
or
other hostilities; risks associated with the seasonality of the Company's
business; risks associated with the highly competitive nature of the retail
industry generally and the segments in which we operate particularly; risks
related to consumer acceptance of the Company's products and the Company's
ability to keep up with fashion trends, develop new merchandise, launch new
product lines successfully, offer products at the appropriate price points
and
enhance the Company's brand image; risks associated with the Company's ability
to retain, hire and train key personnel and management; risks associated
with
the possible inability of the Company's manufacturers to deliver products
in a
timely manner or meet quality standards; risks associated with the Company's
reliance on foreign sources of production, including risks related to the
disruption of imports by labor disputes, risks related to political instability,
risks associated with legal and regulatory matters, risks related to duties,
taxes, other charges and quotas on imports, risks related to local business
practices, potential delays or disruptions in shipping and related pricing
impacts and political issues and risks related to currency and exchange rates;
risks associated with the dependence on a high volume of mall traffic and
the
possible lack of availability of suitable store locations on appropriate
terms;
risks associated with labor shortages or increased labor costs; risks associated
with increases in the costs of mailing, paper and printing; risks associated
with our ability to service any debt we incur from time to time as well as
the
requirements the agreements related to such debt impose upon us; risks
associated with the Company's reliance on information technology, including
risks related to the implementation of new information technology systems
and
risks related to utilizing third parties to provide information technology
services; risks associated with severe weather conditions, natural disasters
or
health hazards; risks associated with rising energy costs; risks related
to the
announced Express transaction or potential strategic options for Limited
Stores;
and risks associated with independent licensees. The Company is not under
any
obligation and does not intend to make publicly available any update or other
revisions to any of the forward-looking statements contained in this press
release or the first quarter earnings call to reflect circumstances existing
after the date of this report or to reflect the occurrence of future events
even
if experience or future events make it clear that any expected results expressed
or implied by those forward-looking statements will not be
realized.
For
more
information, contact:
Tammy
Roberts
Myers
Limited
Brands
External Communications
614.415.7555
800.945.5088
extcomm@limitedbrands.com