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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
THE LIMITED, INC.
(Name of issuer and person filing statement)
Common Stock, $.50 par value
(Title of class of securities)
53271610
(CUSIP number of class of securities)
SAMUEL P. FRIED
Vice President and
General Counsel
THE LIMITED, INC.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43230
Telephone: (614) 479-7000
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person filing statement)
Copies to:
DENNIS S. HERSCH
DAVID L. CAPLAN
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
February 1, 1996
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
Transaction
Valuation* Amount of Filing Fee
----------- --------------------
$1,615,000,000 $323,000
- -------
* Determined pursuant to Rule 0-11(b)(1). Assumes purchase of 85,000,000
shares at $19.00 per share.
[ ] Check 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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
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Item 1. Security and Issuer.
-------------------
(a) The name of the issuer is The Limited, Inc., a Delaware corporation
(the "Company"), which has its principal executive offices at Three Limited
Parkway, Columbus, Ohio 43230 (telephone number (614) 479-7000).
(b) This schedule relates to the offer by the Company to purchase up to
85,000,000 outstanding shares of the Common Stock, $.50 par value per share,
of the Company (such shares, together with all other issued and outstanding
shares of Common Stock of the Company, are herein referred to as the
"Shares"), at a price of $19.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 1, 1996 (the "Offer to Purchase"), and related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively. The information contained in the Introduction to, and
in Sections 1, 9 and 11 of, the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in the Introduction to and in Section 7 of
the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
(a) The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the
Issuer or Affiliate.
---------------------------------------------------------
(a)-(j) The information set forth in the Introduction to and in the
section entitled "Background and Purpose of the Offer" and in Section 10 of
the Offer to Purchase is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
------------------------------------
The information set forth in Section 11 of the Offer to Purchase, and the
information set forth in Schedule A thereto, is incorporated herein by
reference.
Item 5. Contracts, Arrangements, Understandings or Relationships
With Respect to the Issuer's Securities.
--------------------------------------------------------
The information set forth in the section entitled "Background and Purpose
of the Offer" and Section 11 of the Offer to Purchase is incorporated herein
by reference.
Item 6. Persons Retained, Employed or to be Compensated.
-----------------------------------------------
The information set forth in Section 15 of the Offer to Purchase is
incorporated herein by reference.
Item 7. Financial Information.
---------------------
(a) The financial information set forth in Section 10 of the Offer to
Purchase is incorporated herein by reference.
(b) The pro forma data set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
Item 8. Additional Information.
----------------------
(a) Not applicable.
(b) The information set forth in Section 12 of the Offer to Purchase is
incorporated herein by reference.
(c) None.
(d) None.
(e) Not applicable.
Item 9. Material to be Filed as Exhibits.
--------------------------------
(a)(1) Form of Offer to Purchase dated February 1, 1996.
(a)(2) Form of Letter of Transmittal dated February 1, 1996, together with
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of letter from Lazard Freres & Co. LLC and Goldman,
Sachs & Co. to brokers, dealers, commercial banks, trust
companies and other nominees dated February 1, 1996.
(a)(5) Form of letter from brokers, dealers, commercial banks and trust
companies to their clients dated February 1, 1996.
(a)(6) Form of letter to stockholders from the Company, dated February 1,
1996.
(a)(7) Form of letter from Savings and Retirement Plan Administrative
Committee, including Letter and Form of Notice of Instructions
to all participants in the Company's Savings and Retirement
Plan.
(a)(8) Form of letter from Savings and Retirement Plan Administrative
Committee to all participants in the Company's Savings and
Retirement Plan who are subject to Section 16 of the Securities
Exchange Act of 1934, as amended.
(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith to all
participants in the Company's Stock Purchase Plan.
(a)(10) Form of Notice to holders of vested stock options who are not
subject to Section 16 of the Securities Exchange Act of 1934, as
amended.
(a)(11) Form of Notice to holders of vested stock options who are subject
to Section 16 of the Securities Exchange Act of 1934, as amended.
(a)(12) Form of Summary Advertisement dated February 1, 1996.
(a)(13) Press Release dated January 28, 1996.
(a)(14) The Limited, Inc. Stock Tender Offer - Associate Questions and
Answers
(b) Not applicable.
(c)(1) Contingent Stock Redemption Agreement dated as of January 26, 1996
among The Limited, Inc., Leslie H. Wexner and The Wexner Children's
Trust.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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.
THE LIMITED, INC.
By:/s/ Kenneth B. Gilman
______________________
Kenneth B. Gilman
Vice Chairman and
Chief Financial Officer
Dated: February 1, 1996
EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
(a)(1) Form of Offer to Purchase dated
February 1, 1996.
(a)(2) Form of Letter of Transmittal dated
February 1, 1996, together with
Guidelines for Certification of
Taxpayer Identification Number
on Substitute Form W-9.
(a)(3) Form of Notice of Guaranteed
Delivery.
(a)(4) Form of letter from Lazard Freres
& Co. LLC and Goldman, Sachs & Co.
to brokers, dealers, commercial banks,
trust companies and other nominees
dated February 1, 1996.
(a)(5) Form of letter from brokers, dealers,
commercial banks and trust companies
to their clients dated February 1, 1996.
(a)(6) Form of letter to stockholders from
the Company, dated February 1, 1996.
(a)(7) Form of letter from Savings and
Retirement Plan Administrative
Committee, including Letter and
Form of Notice of Instructions to
all participants in the Company's
Savings and Retirement Plan.
(a)(8) Form of letter from Savings and
Retirement Plan Administrative
Committee to all participants in
the Company's Savings and Retirement
Plan who are subject to Section 16
of the Securities Exchange Act of
1934, as amended.
(a)(9) Form of letter from Merrill Lynch,
Pierce, Fenner & Smith to all
participants in the Company's
Stock Purchase Plan.
(a)(10) Form of Notice to holders of vested
stock options who are not subject
to Section 16 of the Securities
Exchange Act of 1934, as amended.
(a)(11) Form of Notice to holders of vested
stock options who are subject to
Section 16 of the Securities Exchange
Act of 1934, as amended.
(a)(12) Form of Summary Advertisement dated
February 1, 1996.
(a)(13) Press Release dated January 28, 1996.
(a)(14) The Limited, Inc. Stock Tender
Offer - Associate Questions and Answers
(c)(1) Contingent Stock Redemption Agreement
dated as of January 26, 1996 among
The Limited, Inc., Leslie H. Wexner
and The Wexner Children's Trust.
Exhibit (a)(1)
OFFER TO PURCHASE FOR CASH
BY
THE LIMITED, INC.
UP TO 85,000,000 SHARES OF ITS COMMON STOCK
AT
$19.00 NET PER SHARE
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996
UNLESS THE OFFER IS EXTENDED.
The Limited, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its Common Stock, $.50 par value per share
(such shares, together with all other outstanding shares of Common Stock of
the Company, are herein referred to as the "Shares"), at a price of $19.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which together
constitute the "Offer"). Upon the terms and subject to the conditions of
the Offer, including the provisions thereof relating to proration and "odd
lot" tenders, the Company will purchase all Shares validly tendered and not
withdrawn.
During the past year, the Company has implemented a reconfiguration plan
that has resulted in funds being made available to the Company in excess of
those needed for its day-to-day operations. The purpose of the Offer is to
allow those stockholders desiring to receive cash for a portion of their
Shares an opportunity to do so at a price in excess of recent trading prices
for the Shares. The Offer price per Share represents a premium to the recent
market prices of the Shares, and, in the judgment of the Board of Directors of
the Company, is likely to represent a premium over the market prices at which
the Shares are likely to trade in the near term following the consummation of
the Offer. While the Board of Directors of the Company believes that the
Shares represent an attractive investment for its continuing stockholders, the
Board of Directors recommends that those stockholders who wish to receive a
premium over the recent, and anticipated near-term, market prices for the
Shares tender some or all of their Shares pursuant to the Offer. See
"Background and Purpose of the Offer."
On January 26, 1996, the Company entered into a Contingent Stock Redemption
Agreement (the "Wexner Agreement") with Leslie H. Wexner, Chairman, President
and Chief Executive Officer of the Company, and The Wexner Children's Trust
(the "Trust") pursuant to which (i) the Trust acquired the opportunity to
require the Company to redeem up to 18,750,000 Shares from it at a price of
$18.75 per Share, beginning on January 31, 1998, and ending on January 31,
2001, and (ii) the Company acquired the opportunity to redeem such Shares at a
price of $25.07 per Share, beginning on July 31, 2001, and ending on January
31, 2002. See Section 11.
The Shares are listed and principally traded on the New York Stock
Exchange, Inc. (the "NYSE"). On January 26, 1996, the last full day of
trading prior to the announcement of the Offer, the closing sale price of the
Shares on the NYSE as reported on the Composite Tape was $16 1/2 per Share.
Stockholders are urged to obtain a current market quotation for the Shares.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS.
SEE SECTION 6.
WHILE THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE SHARES
REPRESENT AN ATTRACTIVE INVESTMENT FOR ITS CONTINUING STOCKHOLDERS, THE BOARD
OF DIRECTORS RECOMMENDS THAT THOSE STOCKHOLDERS WHO WISH TO RECEIVE A PREMIUM
OVER THE RECENT, AND ANTICIPATED NEAR-TERM, MARKET PRICES FOR THE SHARES
TENDER SOME OR ALL OF THEIR SHARES PURSUANT TO THE OFFER. IN ACCORDANCE WITH
THE WEXNER AGREEMENT, LESLIE H. WEXNER, CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF THE COMPANY, WILL NOT TENDER ANY SHARES PURSUANT TO THE
OFFER. THE COMPANY HAS BEEN ADVISED THAT ITS OTHER DIRECTORS AND EXECUTIVE
OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER THEIR SHARES PURSUANT TO THE
OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER.
The Dealer Managers for the Offer are:
LAZARD FRERES & CO. LLC GOLDMAN, SACHS & CO.
February 1, 1996
IMPORTANT
Any stockholder desiring to accept the Offer should either (1) request his
or her broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for him or her or (2) complete the Letter of
Transmittal or a facsimile thereof, sign it in the place required, have his or
her signature thereon guaranteed if required by the Letter of Transmittal and
forward it and any other required documents to First Chicago Trust Company of
New York (the "Depositary"), and either deliver the certificates for the
Shares being tendered to the Depositary along with the Letter of Transmittal
or tender such Shares pursuant to the procedure for book-entry transfer set
forth in Section 3 hereof. Stockholders having Shares registered in the name
of a broker, dealer, commercial bank, trust company or other nominee must
contact such person if they desire to tender their Shares. Stockholders who
wish to tender Shares and whose certificates for such Shares are not
immediately available should tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3 hereof. Participants in the
Company's Savings and Retirement Plan and Stock Purchase Plan must review the
separate materials enclosed herewith for instructions if they desire to tender
Shares held pursuant to these plans. Holders of vested options may exercise
such options for cash and tender some or all of the Shares issued upon such
exercise.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal and Notice of Guaranteed Delivery
may be directed to D. F. King & Co., Inc. (the "Information Agent") or Lazard
Freres & Co. LLC and Goldman, Sachs & Co. (the "Dealer Managers") at their
respective addresses and telephone numbers set forth on the back cover of this
Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
Page
BACKGROUND AND PURPOSE OF THE OFFER
Background................................................................ 4
Purpose of the Offer...................................................... 7
THE OFFER
1. Number of Shares; Proration; Extension of Offer..................... 7
2. Tenders by Holders of Fewer Than 100 Shares........................... 8
3. Procedure for Tendering Shares........................................ 8
4. Withdrawal Rights..................................................... 11
5. Acceptance for Payment of Shares and Payment of Purchase Price........ 12
6. Certain Conditions of the Offer....................................... 12
7. Price Range of Shares; Dividends...................................... 14
8. Certain Effects of the Offer.......................................... 14
9. Source and Amount of Funds............................................ 15
10. Certain Information Concerning the Company............................ 15
11. Transactions and Agreements Concerning the Shares..................... 23
12. Regulatory Approvals.................................................. 24
13. Certain Federal Income Tax Consequences............................... 24
14. Extension of Tender Period; Termination; Amendments................... 25
15. Fees.................................................................. 26
16. Miscellaneous......................................................... 27
Schedule A - Certain Transactions Involving the Shares
Appendix A - Opinion of Smith Barney Inc.
To the Holders of Common Stock of
The Limited, Inc.:
The Limited, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its Common Stock, $.50 par value per share
(such shares, together with all other outstanding shares of Common Stock of
the Company, are herein referred to as the "Shares"), at a price of $19.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which together
constitute the "Offer").
Each stockholder who has properly tendered and not withdrawn Shares will
receive $19.00 per Share, net to the seller in cash, with respect to all
Shares purchased, upon the terms and subject to the conditions of the Offer,
including the provisions relating to proration and "odd lot" tenders described
below. If, prior to the Expiration Date, more than 85,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase) are properly
tendered and not withdrawn, the Company will, upon the terms and subject to
the conditions of the Offer, accept Shares for purchase first from "odd lot"
holders (as described in Section 2) who properly tender their Shares and then
on a pro rata basis from other stockholders whose Shares are properly tendered
and not withdrawn. Shares not purchased because of proration will be returned.
Tendering stockholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company.
The Company will pay all charges and expenses of the Depositary and the
Information Agent incurred in connection with the Offer.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6. WHILE THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE
SHARES REPRESENT AN ATTRACTIVE INVESTMENT FOR ITS CONTINUING STOCKHOLDERS, THE
BOARD OF DIRECTORS RECOMMENDS THAT THOSE STOCKHOLDERS WHO WISH TO RECEIVE A
PREMIUM OVER THE RECENT, AND ANTICIPATED NEAR-TERM, MARKET PRICES FOR THE
SHARES TENDER SOME OR ALL OF THEIR SHARES PURSUANT TO THE OFFER. PURSUANT TO
AN AGREEMENT (THE "WEXNER AGREEMENT") WITH LESLIE H. WEXNER, CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AND THE WEXNER
CHILDREN'S TRUST, MR. WEXNER WILL NOT TENDER ANY SHARES PURSUANT TO THE OFFER.
SEE SECTION 11. THE COMPANY HAS BEEN ADVISED THAT ITS OTHER DIRECTORS AND
EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER THEIR SHARES PURSUANT
TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
Stockholders who are participants in the Company's Savings and
Retirement Plan (the "Savings and Retirement Plan") may instruct the trustee
as set forth in the "Letter from Savings and Retirement Plan Administrative
Committee" to tender some or all of the Shares attributed to the participant's
account. Stockholders who are participants in the Company's Stock Purchase
Plan (the "Stock Purchase Plan") may instruct the agent for the Stock Purchase
Plan, Merrill, Lynch, Pierce, Fenner & Smith, to tender some or all of the
Shares held in the participant's account under the Stock Purchase Plan. In
addition, holders of vested but unexercised options under the 1993 Stock
Option and Performance Incentive Plan, the 1987 Stock Option Plan and the 1981
Stock Option Plan (1987 Restatement) (collectively, the "Stock Option Plans")
may exercise such options for cash and tender some or all of the Shares issued
upon such exercise.
Stockholders who are participants in the Dividend Reinvestment Plan ("DRP")
may tender some or all of the shares attributed to such stockholder's account
under the DRP.
Stockholders who are participants in employee benefit plans not affiliated
with the Company that hold Shares may tender some or all of such Shares as
provided herein generally, subject to the provisions of such plans.
As of January 26, 1996, the Company had issued and outstanding
approximately 355,305,077 Shares. In addition, as of such date, an aggregate
of approximately 10,650,962 Shares were issuable upon exercise of stock
options (of which options to purchase 4,801,952 Shares were exercisable). The
85,000,000 Shares that the Company is offering to purchase represent
approximately 23.9% of the Shares then outstanding (approximately 29.2%
excluding the Shares that Mr. Wexner has agreed not to tender). The Shares
are listed and principally traded on the New York Stock Exchange, Inc. (the
"NYSE"). On January 26, 1996, the last full day of trading prior to
announcement of the Offer, the closing price of the Shares on the NYSE as
reported on the Composite Tape was $16 1/2 per Share. See Section 7.
Stockholders are urged to obtain a current market quotation for the Shares.
On January 29, 1996, the Company declared a regular quarterly cash
dividend of $0.10 per Share, payable on March 29, 1996 to holders of record as
of March 22, 1996. The dividend will not be payable with respect to Shares
purchased pursuant to the Offer.
BACKGROUND AND PURPOSE OF THE OFFER
BACKGROUND
Over the past several years, the Company's Board of Directors and senior
management have been engaged in a comprehensive review of the Company's
organizational structure in order to better address the management
requirements of a large, multi-division, specialty retail company. In their
review, the Board and management sought to address various issues which have
arisen as a result of the substantial growth experienced by the Company. In
particular, the Board and management of the Company concluded that certain of
the Company's businesses would benefit from separate management and ownership
structures, thereby providing greater incentives to divisional management and
greater accountability to public investors. In addition, the Board and
management believe that the price of the Company's Common Stock has not
reflected the inherent value of the Company's various businesses because of
the differing characteristics of the businesses in which the Company is
engaged.
During the latter part of 1994 and the first quarter of 1995, management
considered several alternatives to address the objectives described above.
Included among these alternatives were the creation of "tracking stocks" with
respect to certain groups of the Company's businesses, the sale of controlling
interests in one or more of the Company's businesses to financial investors
and the spinoff to the Company's stockholders of one or more of its
businesses. Because none of these alternatives adequately addressed the
operational and structural issues identified by management, management did not
recommend that these alternatives be pursued. Accordingly, with the
assistance of the Company's financial advisor, Lazard Freres & Co. LLC
("Lazard"), management continued to explore additional alternatives.
On March 21, 1995, the Finance Committee of the Board of Directors of
the Company received a presentation from management in which the principal
elements of the reconfiguration plan described below were discussed. At that
meeting, the Company's financial and legal advisors described various aspects
of the proposed reconfiguration to the Committee. At the conclusion of the
meeting, the Committee adopted a resolution recommending to the full Board
that it consider the plan presented to the meeting.
On May 15, 1995, the Board of Directors of the Company approved a
reconfiguration plan which seeks to create an organizational and financial
structure that will enhance the long-term performance of the Company. The
principal elements of the reconfiguration plan (the "Reconfiguration Plan")
are as follows:
(i) An initial public offering of common stock of Intimate Brands,
Inc. ("Intimate Brands"), which consists of the Company's
Victoria's Secret Stores, Victoria's Secret Catalogue, Bath & Body
Works, Cacique, Penhaligon's and Gryphon businesses. In October
and November 1995, Intimate Brands completed an initial public
offering of 42,700,000 shares of its common stock (the "Intimate
Brands IPO"). The offering resulted in proceeds of approximately
$677 million (net of underwriting fees, commissions and discounts
and all other expenses related to the offering). Pursuant to the
Intimate Brands IPO, the Company retained approximately 83% of the
economic interests in, and approximately 94% of the total voting
power of, Intimate Brands.
(ii) An initial public offering of a minority interest in a newly
created entity to consist of the Company's Express, Lerner New
York, Lane Bryant, Limited Stores and Henri Bendel women's apparel
businesses. The Company's current intention is to pursue an
initial public offering of these businesses, subject to the
performance of the businesses as well as general market conditions.
(iii) A sale of a significant interest in World Financial Network
National Bank ("WFN"), the Company's credit card bank. On October
24, 1995, the Company entered into an agreement with Welsh,
Carson, Anderson and Stowe VII, L.P. ("WCAS") pursuant to which
WCAS agreed to acquire a 60% interest in WFN for $165 million in
cash (the "WFN Sale"). The closing of the transaction with WCAS
occurred on January 31, 1996.
(iv) The securitization (the "Receivables Securitization") of
approximately $1.3 billion of credit card accounts receivable
owned by WFN. The Receivables Securitization was consummated in
January 1996 and resulted in net proceeds of approximately $1.2
billion.
(v) A distribution of some or all of the cash made available as a
result of the Reconfiguration Plan.
The Reconfiguration Plan is intended in part to address the fact that the
price of the Company's Common Stock over the past several years has not, in
the opinion of management and the Board, reflected the inherent value of the
Company's various businesses. In order to provide value to stockholders, the
Board of Directors has determined that the funds which have been made
available as a result of the Reconfiguration Plan should be used to benefit
stockholders. The Board, in consultation with Lazard and the Company's legal
advisors, considered alternative methods for making the cash available to
stockholders, including a one-time special cash dividend, open market share
repurchases and a recapitalization. The Board determined to pursue the Offer
because, in its view, the Offer was superior to the other alternatives. Among
other things, the Board considered the Offer to be among the most tax
efficient ways to distribute cash to the Company's stockholders, believed that
a repurchase by the Company of its Shares demonstrates the confidence of the
Board of Directors in the Company and recognized that a repurchase of Shares
would have the effect of increasing earnings per share of Common Stock
outstanding after consummation of the Offer. Furthermore, the Board elected
to structure the Offer as a fixed price tender at a premium to recent trading
prices of the Common Stock for several reasons, including its view that (i) an
offer on those terms was most consistent with the concept of a special,
one-time cash distribution contemplated at the time the Board approved the
Reconfiguration Plan and (ii) a fixed price offer was the simplest, most
easily understood structure for many of the Company's stockholders.
In connection with its consideration of alternative structures for the
proposed cash distribution, the Board was advised by the Company's counsel
that, by virtue of the size of his holdings of Shares and his position as
Chairman, President and Chief Executive Officer of the Company, the tax effect
of any such transaction on Leslie H. Wexner would likely be less favorable
than the tax effect on other stockholders. In light of this possibility, the
Board instructed the Finance Committee (which is comprised solely of Directors
who are not officers of the Company), together with the Company's financial
and legal advisors, to consider whether entering an alternative arrangement
with Mr. Wexner might be appropriate and, if so, to negotiate, on behalf of
the Company, the terms of any such arrangement. On August 18, 1995 the
Finance Committee retained Smith Barney Inc. ("Smith Barney"), an investment
banking firm that had not previously performed services for the Company, to
render an opinion as to the terms of any separate arrangement negotiated with
Mr. Wexner.
In connection with the Finance Committee's recommendation that the cash
distribution be structured as an issuer tender offer, the Committee was
advised by counsel that, by virtue of the size of his holdings and his position
as Chairman, President and Chief Executive Officer of the Company, the tax
effect of the Offer would likely be less favorable for Mr. Wexner than for
other stockholders, unless, in connection with the Offer, he were to sell a
very substantial portion of his holdings. In this regard, the Finance
Committee concluded that (i) any sale of Shares by Mr. Wexner of the magnitude
required to put him in the same position as other stockholders would not be in
the best interests of the Company and its stockholders and (ii) more
generally, structuring a transaction in which it was likely that Mr. Wexner
would be treated less favorably than other stockholders was not in the best
interests of the Company in consideration of, among other factors, the unique
importance of Mr. Wexner to the growth and success of the Company and its
future prospects. Accordingly, the Finance Committee concluded that it would
be prepared to recommend an alternative transaction with Mr. Wexner, provided
that the transaction was fair to the Company.
Thereafter, a representative of the Finance Committee and counsel to
the Company entered into discussions with Mr. Wexner's financial and legal
advisors to attempt to reach agreement on an alternative transaction structure
involving Mr. Wexner. After considering a number of proposals, the Finance
Committee determined, with the advice of Smith Barney, to pursue detailed
discussions with respect to a transaction pursuant to which Mr. Wexner would
be granted the opportunity to require the Company to redeem a fixed number of
Shares owned by Mr. Wexner, and the Company would be granted the opportunity
to redeem such Shares, at specified prices and during specified time periods
(the "Redemption Transactions").
After negotiations among the representative of the Finance Committee,
Smith Barney and counsel to the Company and Mr. Wexner's legal and financial
advisors, and after receiving presentations addressing the proposed
arrangement with Mr. Wexner from Smith Barney and the Company's legal
advisors, on January 26, 1996 the Finance Committee unanimously recommended
the Wexner Agreement and, on January 26, 1996, the Board of Directors
(excluding Mr. Wexner) by a unanimous vote of those directors present approved
the Agreement. The Wexner Agreement, as executed, is summarized in Section 11
below and has been filed with the Securities and Exchange Commission (the
"Commission") as an exhibit to the Schedule 13E-4 of which this Offer to
Purchase is a part.
In recommending and approving the Wexner Agreement, the Finance
Committee and the Board of Directors (excluding Mr. Wexner), respectively,
considered a variety of factors, including: (i) the advice of counsel to the
Company that, absent sales of significant amounts of Shares by Mr. Wexner, the
tax effect on Mr. Wexner of the Offer would likely be less favorable than the
tax effect on other stockholders; (ii) their view that such sales of Shares by
Mr. Wexner would not be in the best interests of the Company; (iii) their view
that it was not appropriate to structure a transaction in which it was likely
that Mr. Wexner would be treated less favorably than other stockholders; (iv)
the opinion of Smith Barney to the effect that the pre-tax net value of the
Redemption Transactions per Share subject thereto (each such share, a "Subject
Share") does not exceed the Tender Offer Premium (as such term is defined in
the Smith Barney opinion) and, therefore, the net value per Subject Share of
the Redemption Transactions in relation to the Tender Offer Premium is fair,
from a financial point of view, to the Company; and (v) the funds necessary to
satisfy the Company's obligations under the Wexner Agreement are somewhat less
than the amounts that would have been paid to Mr. Wexner had he participated
fully in the Offer (assuming such funds were used to purchase additional
Shares in the Offer). For additional information concerning the Wexner
Agreement, see Section 11.
A copy of the written opinion of Smith Barney, containing a discussion
of the assumptions made, matters considered and scope of the review undertaken
in rendering such opinion, is attached hereto as Appendix A. Such opinion
addresses only the pre-tax net value per Subject Share of the Redemption
Transactions in relation to the Tender Offer Premium and does not constitute
an opinion as to the fairness of the Offer price or the Tender Offer Premium
or a recommendation to any stockholder with respect to whether to tender
Shares pursuant to the Offer.
Pursuant to a letter agreement, dated September 6, 1995, the Company has
paid Smith Barney a retainer fee of $100,000 and has agreed to pay an opinion
fee of $1,000,000, against which amount the retainer fee will be credited. The
Company has also agreed to reimburse Smith Barney for its out-of-pocket
expenses, including the reasonable fees and expenses of its legal counsel, and
to indemnify Smith Barney and certain related persons against certain
liabilities in connection with its engagement, including certain liabilities
under the federal securities laws.
PURPOSE OF THE OFFER
The Offer is an integral part of the Reconfiguration Plan. The purpose
of the Offer is to allow those stockholders desiring to receive cash for a
portion of their Shares an opportunity to do so at a price in excess of the
recent trading prices for the Shares. The Offer price per Share represents a
premium to the recent market prices of the Shares, and, in the judgment of the
Board of Directors of the Company, is likely to represent a premium over the
market prices at which the Shares are likely to trade in the near term
following consummation of the Offer. While the Board of Directors of the
Company believes that the Shares represent an attractive investment for its
continuing stockholders, the Board of Directors recommends that those
stockholders who wish to receive a premium over the recent, and anticipated
near-term, market prices for the Shares tender some or all of their Shares
pursuant to the Offer. The funds made available as a result of the
Reconfiguration Plan will be used to purchase Shares in the Offer.
THE OFFER
1. NUMBER OF SHARES; PRORATION; EXTENTION OF OFFER. Upon the terms and
subject to the conditions described herein and in the Letter of Transmittal,
the Company will purchase up to 85,000,000 Shares (or such greater number of
Shares as the Company, in its sole discretion, may elect to purchase pursuant
to the Offer) that are validly tendered and not withdrawn prior to the
Expiration Date at a price of $19.00 per Share, net to the seller in cash.
The later of 12:00 midnight, New York City time, on Wednesday, March 6, 1996,
or the latest time and date to which the Offer is extended, is referred to
herein as the "Expiration Date". For a description of the Company's right
to extend the period of time during which the Offer is open or to delay,
terminate or amend the Offer, see Section 14. Only Shares validly tendered
and not withdrawn prior to the Expiration Date will be eligible for purchase.
Upon the terms and subject to the conditions of the Offer, if not more than
85,000,000 Shares (or such greater number of Shares as the Company, in its
sole discretion, may elect to purchase pursuant to the Offer) are validly
tendered and not withdrawn prior to the Expiration Date, the Company will
purchase all such Shares. Upon the terms and subject to the conditions of the
Offer, if more than 85,000,000 Shares (or such greater number of Shares as the
Company, in its sole discretion, may elect to purchase pursuant to the Offer)
have been validly tendered and not withdrawn prior to the Expiration Date, the
Company will purchase Shares in the following order of priority:
(a) all Shares validly tendered and not withdrawn prior to the Expiration
Date by any stockholder who owned beneficially an aggregate of fewer than 100
Shares as of the close of business on January 31, 1996, and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery (see
Section 2); and
(b) after purchase of all of the foregoing Shares, all other Shares
validly tendered and not withdrawn prior to the Expiration Date on a pro rata
basis, if necessary (with appropriate adjustments to avoid purchases of
fractional Shares).
The Company does not expect that it will be able to announce the final
proration factor or to commence payment for any Shares purchased pursuant to
the Offer until approximately five NYSE trading days after the Expiration
Date, if proration of tendered Shares is required, because of the difficulty
in determining the number of Shares validly tendered (including Shares
tendered pursuant to the guaranteed delivery procedure described in Section 3)
and not withdrawn prior to the Expiration Date and as a result of the "odd
lot" procedure described in Section 2. Preliminary results of proration
will be announced by press release as promptly as practicable after the
Expiration Date. Holders of Shares may obtain such preliminary information
from Lazard and Goldman, Sachs & Co. ("Goldman Sachs" and, together with
Lazard, the "Dealer Managers") or the Information Agent and may also be able
to obtain such information from their brokers.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary.
See Section 14. There can be no assurance, however, that the Company will
exercise its right to extend the Offer. If the Company decides, in its sole
discretion, to increase (except for any increase not in excess of 2% of the
outstanding Shares) or decrease the number of Shares being sought or to
increase or decrease the consideration offered in the Offer to holders of
Shares and, at the time that notice of such increase or decrease is first
published, sent or given to holders of Shares in the manner specified below,
the Offer is scheduled to expire at any time earlier than the tenth business
day from the date that such notice is first so published, sent or given, the
Offer will be extended until the expiration of such ten-business-day period.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES. All Shares validly
tendered and not withdrawn by or on behalf of persons who beneficially owned
an aggregate of fewer than 100 Shares as of the close of business on January
31, 1996, and who validly tender all such Shares and do not withdraw any of
such Shares by the Expiration Date, will be accepted before proration, if any,
of the purchase of other tendered Shares. See Section 1. Partial tenders will
not qualify for this preference, and it is not available to beneficial holders
of 100 or more Shares, even if such holders have separate stock certificates
for fewer than 100 Shares. By accepting the Offer, a stockholder owning
beneficially fewer than 100 Shares will avoid the payment of brokerage
commissions and any applicable odd lot discount payable on a sale of Shares in
a transaction effected on a securities exchange.
As of October 31, 1995 (disregarding Shares held in the Company's Savings
and Retirement Plan), approximately 675,000 Shares were held of record by
holders holding fewer than 100 Shares each. Because of the large number of
Shares held in the names of brokers and nominees, the Company is unable to
estimate the number of beneficial owners of fewer than 100 Shares or the
aggregate number of Shares they own. Any stockholder wishing to tender all of
his or her Shares pursuant to this Section should complete the box captioned
"Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery.
3. PROCEDURE FOR TENDERING SHARES.
Proper Tender of Shares. To tender Shares pursuant to the Offer, either
(a) a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal must be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase and either (i) certificates for the Shares to be
tendered must be received by the Depositary at one of such addresses or (ii)
such Shares must be delivered pursuant to the procedures for book-entry
transfer described below (and a confirmation of such delivery received by the
Depositary, including an Agent's Message (as defined below) if the tendering
stockholder has not delivered a Letter of Transmittal), in each case by the
Expiration Date, or (b) the guaranteed delivery procedure described below must
be complied with. The term "Agent's Message" means a message, transmitted by
a Book-Entry Transfer Facility (as hereinafter defined) to and received by the
Depositary and forming a part of a book-entry confirmation, which states that
such Book-Entry Transfer Facility has received an express acknowledgement from
the participant in such Book-Entry Transfer Facility tendering the Shares which
are the subject of such book-entry confirmation, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Purchaser may enforce such agreement against such participant.
Notwithstanding any other provisions hereof, payment for Shares tendered
and accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at one of the Book-Entry Transfer Facilities, as defined below), a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees, or an Agent's Message in
connection with book-entry delivery, and any other documents required by the
Letter of Transmittal.
Book Entry Delivery. The Depositary will establish accounts with respect
to the Shares at The Depository Trust Company, Midwest Securities Trust
Company and Philadelphia Depository Trust Company (collectively referred to as
the "Book-Entry Transfer Facilities") for purposes of the Offer within two
business days after the date of this Offer to Purchase, and any financial
institution that is a participant in the system of any Book-Entry Transfer
Facility may make delivery of Shares by causing such Book-Entry Transfer
Facility to transfer such Shares into the Depositary's account in accordance
with the procedures of such Book-Entry Transfer Facility. However, although
delivery of Shares may be effected through book-entry transfer, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof)
properly completed and duly executed together with any required signature
guarantees or an Agent's Message and any other required documents must, in any
case, be received by the Depositary at one of its addresses set forth on the
back cover of this Offer to Purchase by the Expiration Date, or the guaranteed
delivery procedure described below must be complied with. Delivery of the
Letter of Transmittal and any other required documents to a Book-Entry
Transfer Facility does not constitute delivery to the Depositary.
METHOD OF DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING
SHARE CERTIFICATES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
Signature Guarantees. Except as otherwise provided below, all signatures
on a Letter of Transmittal must be guaranteed by a financial institution
(including most banks and brokerage houses) which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program, or the Stock Exchanges Medallion Program (each,
an "Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered holder
of the Shares tendered therewith and such holder has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) such Shares are
tendered for the account of an Eligible Institution. See Instructions 1 and 6
of the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and cannot deliver such Shares and all other required documents to
the Depositary by the Expiration Date or such shareholder cannot complete the
procedure for delivery by book-entry on a timely basis, such Shares may
nevertheless be tendered if all of the following conditions are met:
(i)such tender is made by or through an Eligible Institution;
(ii)a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company is received by
the Depositary (as provided below) by the Expiration Date; and
(iii)the certificates for such Shares (or a confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the
Book-Entry Transfer Facilities), together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) with any
required signature guarantee, or an Agent's Message and any other documents
required by the Letter of Transmittal, are received by the Depositary within
three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include
a guarantee by an Eligible Institution in the form set forth in such Notice.
Employee Plans. Participants in the Company's Savings and Retirement Plan
who wish to have the Trustees of such Plan tender Shares attributable to their
accounts should so indicate by completing, executing and returning to such
trustees the election form included in the notice sent to such participants.
Participants in the Company's Stock Purchase Plan who wish to have the Agent
for such Plan tender Shares attributable to their accounts should so indicate
by notifying such agent of the election as provided in the notice sent to such
participants. Holders of vested but unexercised options may exercise such
options for cash in accordance with the terms of the Stock Option Plans and
tender the Shares received upon such exercise in accordance with the Offer.
See "Proper Tender of Shares" above. The participants in the Stock Purchase
Plan or the Savings and Retirement Plan may not use the Letter of Transmittal
to direct the tender of the Shares, but must use the separate election form
sent to them. Plan participants are urged to read the separate election form
and related materials carefully. See Instruction 12 of the Letter of
Transmittal.
Dividend Reinvestment Plan. Stockholders who are participants in the
DRP who wish to tender some or all of the Shares attributable to their
accounts may do so by so indicating on the Letter of Transmittal and by
following the procedures outlined above under "Proper Tender of Shares".
Other Benefit Plans. Stockholders who are participants in employee
benefit plans not affiliated with the Company that hold Shares may tender some
or all of such Shares as provided herein generally, subject to the provisions
of such plans. To the extent required under any such plan, participants will
receive separate instructions to be followed in connection with any tender.
Federal Income Tax Withholding. Under the federal income tax backup
withholding rules, unless an exemption applies under the applicable law and
regulations, 31% of the gross proceeds payable to a stockholder or other payee
pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the stockholder or other payee provides his or her taxpayer
identification number (employer identification number or social security
number) to the Depositary and certifies that such number is correct.
Therefore, unless such an exception exists and is proven in a manner
satisfactory to the Depositary, each tendering stockholder should complete and
sign the Substitute Form W-9 included as part of the Letter of Transmittal so
as to provide the information and certification necessary to avoid backup
withholding. Certain stockholders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as
an exempt recipient, that stockholder must submit an IRS Form W-8, signed
under penalties of perjury, attesting to that individual's exempt status.
Such statements can be obtained from the Depositary. See Instruction 9 of the
Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 13.
Gross proceeds payable pursuant to the Offer to a foreign stockholder or
his or her agent will be subject to withholding of federal income tax at a
rate of 30%, unless the Company determines that a reduced rate of withholding
is applicable pursuant to a tax treaty or that an exemption from withholding
is applicable because such gross proceeds are effectively connected with the
conduct of a trade or business within the United States. For this purpose, a
foreign stockholder is any stockholder that is not (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created
or organized in or under the laws of the United States or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. The Company will determine the applicable rate of
withholding by reference to a stockholder's address, unless the facts and
circumstances indicate such reliance is not warranted or if applicable law
(for example, an applicable tax treaty or Treasury regulations thereunder)
requires some other method for determining a stockholder's residence. A
foreign stockholder may be eligible to file for a refund of such tax or a
portion of such tax if such stockholder meets the "complete redemption",
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests described in Section 13, or if such stockholder is entitled to a reduced
rate of withholding pursuant to a tax treaty and the Company withheld at a
higher rate. In order to claim an exemption from withholding on the grounds
that gross proceeds paid pursuant to the Offer are effectively connected with
the conduct of a trade or business within the United States, a foreign
stockholder must deliver to the Depositary a properly executed IRS Form W-8
claiming such exemption. Such statements can be obtained from the Depositary.
See Instruction 9 of the Letter of Transmittal. Foreign stockholders are
urged to consult their own tax advisors regarding the application of federal
income tax withholding, including eligibility for a withholding tax reduction
or exemption and the refund procedure.
Tender Constitutes An Agreement. The tender of Shares pursuant to any one
of the procedures described above will constitute the tendering stockholder's
acceptance of the terms and conditions of the Offer and an agreement between
the tendering stockholder and the Company upon the terms and subject to the
conditions of the Offer.
It is a violation of Rule 14e-4 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") for a person, directly or indirectly, to
tender Shares for his own account unless the person so tendering (i) has a net
long position equal to or greater than the number of (x) Shares tendered or
(y) other securities immediately convertible into, or exercisable or
exchangeable for, the number of Shares tendered and will acquire such Shares
for tender by conversion, exercise or exchange of such other securities and
(ii) will cause such Shares to be delivered in accordance with the terms of
the Offer. Rule 14e-4 provides a similar restriction applicable to the tender
or guarantee of a tender on behalf of another person. The tender of Shares
pursuant to any one of the procedures described above will constitute the
tendering stockholder's representation and warranty that (i) such stockholder
has a net long position in the Shares being tendered within the meaning of
Rule 14e-4 under the Exchange Act and (ii) the tender of such Shares complies
with Rule 14e-4.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of
Shares accepted, the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares determined by it not to be in
proper form, or the acceptance of which or payment for which may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any defect or irregularity in any tender of particular
Shares, and the Company's interpretation of the terms of the Offer (including
the instructions in the Letter of Transmittal) will be final and binding on
all parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, the Dealer Managers,
the Depositary, the Information Agent or any other person will be under any
duty to give notification of any defect or irregularity in tenders or incur
any liability for failure to give any such notification.
4. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date. Thereafter, such
tenders are irrevocable, except that they may be withdrawn after March 28,
1996 unless theretofore accepted for payment as provided in this Offer to
Purchase. If the Company extends the period of time during which the Offer is
open, is delayed in accepting for payment or paying for Shares or is unable to
accept for payment or pay for Shares pursuant to the Offer for any reason,
then, without prejudice to the Company's rights under the Offer, the
Depositary may, on behalf of the Company, retain all Shares tendered, and such
Shares may not be withdrawn except as otherwise provided in this Section 4,
subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the
issuer making the tender offer shall either pay the consideration offered, or
return the tendered securities, promptly after the termination or withdrawal
of the tender offer.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase and must specify the
name of the person who tendered the Shares to be withdrawn and the number of
Shares to be withdrawn and the name of the registered holder of the Shares, if
different from that of the person who tendered such Shares. If the Shares to
be withdrawn have been delivered to the Depositary, a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution) must be submitted
prior to the release of such Shares. In addition, such notice must specify,
in the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and
the serial numbers shown on the particular certificates evidencing the Shares
to be withdrawn or, in the case of Shares tendered by book-entry transfer, the
name and number of the account at one of the Book-Entry Transfer Facilities to
be credited with the withdrawn Shares. Withdrawals may not be rescinded, and
Shares withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. However, withdrawn Shares may be retendered by again following
one of the procedures described in Section 3 at any time prior to the
Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. None of the
Company, the Dealer Managers, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon
the terms and subject to the conditions of the Offer, and as promptly as
practicable after the Expiration Date, the Company will (subject to the
proration and "odd lot" provisions of the Offer) accept for payment (and
thereby purchase) and pay for Shares validly tendered and not withdrawn as
permitted in Section 4. In all cases, payment for Shares accepted for payment
pursuant to the Offer will be made promptly (subject to possible delay in the
event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or Agent's Message and any other required documents.
For purposes of the Offer, the Company will be deemed to have accepted for
payment (and thereby purchased), subject to the proration and "odd lot"
provisions of the Offer, Shares that are validly tendered and not withdrawn
as, if and when it gives oral or written notice to the Depositary of its
acceptance for payment of such Shares. Payment for Shares accepted for payment
pursuant to the Offer will be made by depositing the aggregate purchase price
with the Depositary, which will act as agent for tendering stockholders for
the purpose of receiving payment from the Company and transmitting payment to
tendering stockholders. Under no circumstances will interest be paid on
amounts to be paid to tendering stockholders by the Company by reason of any
delay in making such payment.
Certificates for all Shares not purchased will be returned (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained with a Book-Entry Transfer Facility) as soon as practicable
without expense to the tendering stockholder. The Company will pay all
stock transfer taxes, if any, payable on the transfer to it of Shares
purchased pursuant to the Offer, except as set forth in Instruction 7 of the
Letter of Transmittal.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares validly tendered or if proration is required. See
Section 1. In addition, if certain events occur, the Company may not be
obligated to purchase Shares pursuant to the Offer. See Section 6.
As provided in Rules 13e-4(f)(4) and (8)(ii) under the Exchange Act, the
Company will pay the same amount per Share for each Share purchased pursuant
to the Offer.
6. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision
of the Offer, the Company shall not be required to accept for payment or pay
for any Shares tendered, and may terminate or amend the Offer or may postpone
(subject to the requirements of the Exchange Act for prompt payment for or
return of Shares) the acceptance for payment of, and payment for, Shares
tendered, if, at any time on or after February 1, 1996, and before acceptance
for payment of or payment for any such Shares, any of the following shall have
occurred (or shall have been determined in the judgment of the Company to have
occurred) and, in the judgment of the Company, in any such case and regardless
of the circumstances (including any action or omission to act by the Company)
giving rise to such condition, such event makes it inadvisable to proceed with
the Offer or with such acceptance for payment or payment:
(a)there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign,
before any court, authority, agency or tribunal which directly or
indirectly (i) challenges the making of the Offer, the acquisition of some
or all of the Shares pursuant to the Offer or otherwise relates in any
manner to the Offer; or (ii) in the Company's reasonable judgment, could
materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its subsidiaries,
taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Company or any of its
subsidiaries or materially impair the contemplated benefits of the Offer to
the Company;
(b)there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any court or any authority, agency or tribunal
which, in the Company's reasonable judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some or
all of the Shares illegal or otherwise restrict or prohibit consummation of
the Offer; (ii) delay or restrict the ability of the Company, or render the
Company unable, to accept for payment or pay for some or all of the Shares;
(iii) materially impair the contemplated benefits of the Offer to the
Company; or (iv) materially and adversely affect the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of the Company or any
of its subsidiaries;
(c)there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market; (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States; (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States; (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the Company's reasonable judgment, might affect, the
extension of credit by banks or other lending institutions in the United
States; (v) any significant decrease in the market price of the Shares or
any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in the reasonable
judgment of the Company, have a material adverse effect on the Company's
business, condition (financial or other), income, operations or prospects
or the trading in the Shares; (vi) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof; or (vii) any decline in either the Dow
Jones Industrial Average (5,304.98 at the close of business on January 29,
1996) or the Standard and Poor's Index of 500 Industrial Companies (624.22
at the close of business on January 29, 1996) by an amount in excess of 10
percent measured from the close of business on January 29, 1996;
(d)(i) the Company shall have entered into a definitive agreement or an
agreement in principle with any person with respect to a merger, business
combination or acquisition proposal, disposition of assets other than in
the ordinary course of business or (ii) any tender or exchange offer with
respect to some or all of the Shares (other than this Offer) shall have
been commenced;
(e)any change shall occur or be threatened in the business, condition
(financial or other), income, operations, Share ownership or prospects of
the Company and its subsidiaries, taken as a whole, which, in the
reasonable judgment of the Company, is or may be material to the Company or
its subsidiaries; or
(f) (i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the outstanding Shares (other than
a person, entity or group which had publicly disclosed such ownership in a
Schedule 13D or 13G (or an amendment thereto) on file with the Commission
prior to January 20, 1996); (ii) any person, entity or group which had
filed with the Commission on or before January 20, 1996 a Schedule 13G or a
Schedule 13D with respect to the Shares shall have acquired, or proposed to
acquire, beneficial ownership of additional Shares constituting more than
2% of the outstanding Shares; or (iii) any new group shall have been formed
which beneficially owns more than 5% of the outstanding Shares (options for
and other rights to acquire Shares which are acquired or proposed to be
acquired being deemed for purposes of this clause (f) to be immediately
exercisable or convertible).
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action
or inaction by the Company) giving rise to any such condition, and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its discretion. The Company's failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time. Any determination by the
Company concerning the events described above will be final and binding on all
parties.
7. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are listed and
principally traded on the NYSE. The following table sets forth the high and
low closing prices of the Shares as reported on the Composite Tape, and
dividends paid per Share, for the fiscal periods indicated:
FISCAL QUARTER HIGH LOW DIVIDENDS
-------------- ------- ------- ---------
1994
First.................................. $22 1/4 $16 3/4 $0.09
Second................................. $20 $16 7/8 $0.09
Third.................................. $21 5/8 $17 1/4 $0.09
Fourth................................. $21 3/8 $16 7/8 $0.09
1995:
First.................................. $23 1/8 $16 3/4 $0.10
Second................................. $22 3/4 $20 3/8 $0.10
Third.................................. $21 1/8 $18 1/4 $0.10
Fourth (through January 30, 1996)...... $19 1/2 $15 3/8 $0.10
On January 26, 1996, the last full day of trading prior to the announcement
of the Offer, the closing price of the Shares on the NYSE as reported on the
Composite Tape was $16 1/2 per Share. Stockholders are urged to obtain a
current market quotation for the Shares.
On January 29, 1996, the Company declared a regular quarterly cash dividend
of $0.10 per Share, payable on March 29, 1996 to holders of record as of March
22, 1996. The dividend will not be payable with respect to Shares purchased
pursuant to the Offer.
8. CERTAIN EFFECTS OF THE OFFER. As of January 26, 1996, the Company had
issued and outstanding approximately 355,305,077 Shares. The 85,000,000
Shares that the Company is offering to purchase pursuant to the Offer
represent approximately 23.9% of the Shares outstanding as of that date
(approximately 29.2% excluding the Shares Mr. Wexner has agreed not to
tender). The Company does not believe that the purchase of Shares pursuant to
the Offer will result in delisting of the Shares on the NYSE or termination of
registration of the Shares under the Exchange Act.
On August 30, 1993, the Company announced the establishment of a program
for the repurchase of up to $500 million of its Common Stock, such purchases
to be effected on the open market, in privately negotiated transactions or
otherwise. Purchases made pursuant to the program in the 40 business days
preceding February 1, 1996 are set forth on Schedule A. The Company has not
acquired any Shares under its repurchase program since January 17, 1996 and
does not have any current plans to acquire additional Shares through such
program. Any future purchases of Shares by the Company would depend on many
factors, including the market price of the Shares, the Company's business and
financial position, and general economic and market conditions. If the
Company should decide to purchase any of its Shares in the future, any such
purchases may be on the same terms as, or on terms which are more or less
favorable to stockholders than, the terms of the Offer. Rule 13e-4(f)(6)
under the Exchange Act, however, prohibits the Company and its affiliates from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date.
Leslie H. Wexner, Chairman, President and Chief Executive Officer of the
Company currently owns approximately 18% of the outstanding Shares and,
pursuant to the Wexner Agreement, has agreed not to tender any such Shares in
the Offer. See Section 11. Assuming the purchase of 85,000,000 Shares by the
Company pursuant to the Offer, Mr. Wexner would own approximately 23.8% of the
outstanding Shares.
The Company currently intends to cancel and retire Shares purchased
pursuant to the Offer. Such Shares will return to the status of authorized
and unissued Shares.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the repurchase of Shares pursuant to the Offer, the Shares will
continue to be margin securities for purposes of the Federal Reserve Board's
margin regulations.
WHILE THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE SHARES
REPRESENT AN ATTRACTIVE INVESTMENT FOR ITS CONTINUING STOCKHOLDERS, THE
BOARD OF DIRECTORS RECOMMENDS THAT THOSE STOCKHOLDERS WHO WISH TO RECEIVE A
PREMIUM OVER THE RECENT, AND ANTICIPATED NEAR-TERM, MARKET PRICES FOR THE
SHARES TENDER SOME OR ALL OF THEIR SHARES PURSUANT TO THE OFFER. PURSUANT
TO THE WEXNER AGREEMENT, LESLIE H. WEXNER, CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF THE COMPANY, HAS AGREED NOT TO TENDER ANY SHARES
PURSUANT TO THE OFFER. THE COMPANY HAS BEEN ADVISED THAT ITS DIRECTORS AND
EXECUTIVE OFFICERS OTHER THAN MR. WEXNER HAVE NOT DETERMINED WHETHER TO
TENDER SOME OR ALL OF THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS
MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER.
9. SOURCE AND AMOUNT OF FUNDS. Assuming that the Company purchases
85,000,000 Shares pursuant to the Offer at a price of $19.00 per Share, the
Company estimates that the total amount required by the Company to purchase
such Shares and pay related fees and expenses will be approximately $1,621
million. The Company will pay for the Shares purchased pursuant to the Offer
with the funds made available by the Reconfiguration Plan. At January 26,
1996, the Company's cash, cash equivalents and temporary investments
aggregated approximately $2.1 billion.
10. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is
principally engaged in the purchase, distribution and sale of women's apparel,
lingerie, men's apparel, personal care products and children's apparel. The
Company operates an integrated distribution system which supports the
Company's retail activities. These activities are conducted under various
trade names through the retail stores and catalogue divisions of the Company.
Merchandise is targeted to appeal to customers in specialty markets who have
distinctive consumer characteristics. The Company's women's apparel divisions
offer regular and special-sized fashion apparel at various price levels,
including shirts, blouses, sweaters, pants, skirts, coats and dresses. The
Company also offers men's and children's apparel. In addition, the Company
owns approximately 83% of Intimate Brands, which offers lingerie and
accessories, fragrances, bed, bath and personal care products, and specialty
gift items.
The Company was reincorporated under the laws of the State of Delaware in
1982, and its principal executive offices are located at Three Limited
Parkway, P.O. Box 16000, Columbus, Ohio 43230. The Company's telephone
number is (614) 479-7000.
Certain Recent Developments. On January 28, 1996, the Company announced
its current estimate that the Company's earnings for its 1995 fiscal year
(ending February 3, 1996), excluding non-recurring items, principally
resulting from the Reconfiguration Plan, will be in the range of $305 million
to $320 million, or between $0.85 to $0.90 per Share, based upon the number of
Shares outstanding on January 28, 1996. The Company is also currently
estimating that Intimate Brands' earnings for fiscal year 1995 (on a pro forma
basis assuming (i) the consummation of the Intimate Brands IPO at the
beginning of the year and (ii) the elimination of interest expense on Intimate
Brands' short term borrowings, which Intimate Brands expects to repay with
fourth quarter cash flow and the proceeds from the over-allotment option in
its initial public offering) will be approximately $213 million, or
approximately $0.85 per share of Common Stock outstanding on January 28, 1996.
Also on January 28, 1996, the Company announced that, because of the
difficulty in analyzing trends in light of the abnormally severe January
weather in the midwest and northeast and a 1995 holiday season which was
clearly off-trend, the Company would not make any prediction or projection for
its 1996 fiscal year. The Company did announce, however, its current
expectation that Intimate Brands should continue to meet the Company's
expectations, and that the Company's total earnings for 1996 on an operating
basis should be no less than the comparable results for fiscal year 1995, with
the potential to show significant improvement. The Company also stated its
expectation that the Company's cash flow for fiscal 1996 should be stronger
than that for 1995.
THE PRECEDING TWO PARAGRAPHS CONTAIN FORWARD LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, AND ARE BASED UPON JUDGMENTS CONCERNING
VARIOUS FACTORS, THAT ARE BEYOND THE COMPANY'S CONTROL. FACTORS THAT MIGHT
AFFECT THE FOREGOING STATEMENTS INCLUDE, AMONG OTHERS, OVERALL ECONOMIC
CONDITIONS AND THE IMPACT OF COMPETITION, PRICING, CONSUMER BUYING TRENDS AND
WEATHER PATTERNS. FOR MORE COMPLETE INFORMATION CONCERNING FACTORS THAT MIGHT
AFFECT THE COMPANY'S PERFORMANCE OR THAT OF INTIMATE BRANDS, SEE THE COMPANY'S
AND INTIMATE BRANDS' FILINGS UNDER THE EXCHANGE ACT AND THE SECURITIES ACT OF
1933, AS AMENDED. THE COMPANY AND INTIMATE BRANDS RELEASE SALES FIGURES ON A
MONTHLY BASIS.
Summary Historical Financial Information. Set forth below is certain
consolidated historical financial information of the Company and its
subsidiaries. The historical financial information (other than the ratios of
earnings to fixed charges) was derived from the audited consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year
ended January 28, 1995 (the "Company's 1994 Annual Report"), and from the
unaudited consolidated financial statements included in the Company's
Quarterly Report on Form 10-Q for the period ended October 28, 1995 (the
"Company's 1995 Third Quarter Report") and other information and data
contained in the Company's 1994 Annual Report and the Company's 1995 Third
Quarter Report. More comprehensive financial information is included in such
reports and the financial information which follows is qualified in its
entirety by reference to such reports and all of the financial statements and
related notes contained therein, copies of which may be obtained as set forth
below under "Additional Information About the Company".
THE LIMITED, INC. AND SUBSIDIARIES
SUMMARY HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA AND FINANCIAL RATIOS)
THIRTY-NINE WEEKS ENDED YEAR ENDED
----------------------- ----------------------
OCTOBER 28, OCTOBER 29, JANUARY 28, JANUARY 29,
1995 1994 1995 1994
----------- ----------- ----------- -----------
(unaudited) (unaudited)
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME:
Net sales $5,110,072 $4,782,196 $7,320,792 $7,245,088
Operating income 268,134 358,978 798,989 701,556
Gain on issuance of
subsidiary stock (1) 613,500
Net income $745,286 $191,598 $448,343 $390,999
Net income per share $2.08 $0.53 $1.25 $1.08
Weighted average number of
shares outstanding 358,619 358,693 358,601 363,234
Ratio of earnings to
fixed charges (2) 4.66 2.59 3.76 3.53
CONDENSED CONSOLIDATED
BALANCE SHEETS:
Assets
Total current assets $3,016,893 $2,488,094 $2,522,971 $2,198,284
Total assets 5,116,943 4,555,758 4,570,077 4,135,105
Total assets less
intangible assets (3) 4,971,306 4,422,357 4,445,720 4,005,171
Liabilities and
Shareholders' Equity
Total current liabilities $800,175 $1,029,837 $797,555 $707,444
Long-term debt 650,000 650,000 650,000 650,000
Total liabilities 1,699,984 2,019,374 1,809,121 1,693,812
Shareholders' equity 3,416,959 2,536,384 2,760,956 2,441,293
Book value per share
outstanding (4) 9.54 7.09 7.72 6.82
Shares outstanding at
end of period 358,166 357,658 357,604 357,801
- ----------
(1) Gain on the initial public offering of Intimate Brands resulted from the
proceeds on issuance of 40 million shares. Excluding the gain on the
initial public offering, net income would be $131,786 and net income per
share would be $.37 for the Thirty-nine weeks ended October 28, 1995. In
addition, no effect has been given in the statement of income to the gain
from the sale of an additional 2.7 million shares sold in November 1995
which resulted in proceeds of approximately $43.4 million.
(2) For the purpose of calculating the ratio of earnings to fixed charges,
earnings consists of pre-tax income plus fixed charges consisting of
interest and the portion of minimum rent considered representative of
interest.
(3) Intangible assets include: unamortized catalogue costs, goodwill,
trademarks and non-compete agreements.
(4) Book value per share outstanding is based upon actual shares outstanding
net of shares held in treasury and does not include the effect of stock
options.
PRO FORMA FINANCIAL INFORMATION
Set forth below is certain unaudited pro forma consolidated financial
information of the Company and its subsidiaries based on historical
information which has been adjusted to reflect (i) the consummation of the
Receivables Securitization and the consummation of the WFN Sale, (ii) the
Intimate Brands IPO (Intimate Brands is sometimes referred to below as "IBI")
and (iii) the purchase of 85,000,000 Shares at a price of $19.00 per Share
pursuant to the Offer. The assumptions on which the pro forma financial
information is based are further described in the accompanying notes. The pro
forma financial information does not purport to be indicative of the results
which would actually have been achieved if the foregoing transactions had been
completed as of such dates or which may be achieved in the future. The pro
forma financial information should be read in conjunction with the
accompanying notes thereto and the financial statements and related notes set
forth in the Company's 1994 Annual Report and the Company's 1995 Third Quarter
Report, as well as the summary historical financial information set forth
above.
THE LIMITED, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA AND FINANCIAL RATIOS)
Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
THE LIMITED, INC.
Pursuant to its Offer to Purchase
dated February 1, 1996
THE OFFER , PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996, UNLESS THE OFFER
IS EXTENDED.
To: FIRST CHICAGO TRUST COMPANY OF NEW YORK, Depositary
By Mail: By Hand:
First Chicago Trust First Chicago Trust
Company of New York Company of New York
Tenders & Exchanges Tenders & Exchanges
Suite 4660 - LTD Suite 4680 - LTD
P.O. Box 2559 14 Wall Street, 8th Floor
Jersey City, NJ 07303-2559 New York, NY 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, or if delivery of Shares (as defined below) is to be
made by book-entry transfer to the Depositary's account at The Depository
Trust Company ("DTC"), Midwest Securities Trust Company ("MSTC") or
Philadelphia Depository Trust Company ("PHILADEP", and, together with DTC and
MSTC, the "Book-Entry Transfer Facilities") pursuant to the procedures set
forth in Section 3 of the Offer to Purchase.
Stockholders who cannot deliver their Shares and all other documents
required hereby to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) (or who are unable to comply with the procedures for
book-entry transfer on a timely basis) must tender their Shares pursuant to
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. See Instruction 2. Delivery of documents to one of the
Book-Entry Transfer Facilities does not constitute delivery to the Depositary.
DESCRIPTION OF SHARES TENDERED
____________________________________________________________________________
| Name(s) and Address(es) of| |
| Registered Holder (s) | Shares Tendered |
|(Please fill in, if blank, | (Attach additional list if necessary) |
| exactly as name(s) | |
| appear(s) on Share | |
| Certificates) | |
|___________________________|________________________________________________|
| | | Total Number | |
| | | of Shares | Number of |
| | Certificate | Represented by | Shares |
| | Number(s)* | Certificate(s)* | Tendered** |
| | | | |
| |______________|___________________|_____________|
| | | | |
| |______________|___________________|_____________|
| | | | |
| |______________|___________________|_____________|
| | | | |
| |______________|___________________|_____________|
| | | | |
| | Total Shares | | |
|____________________________________________________________________________|
|* Need not be completed by stockholders tendering by book-entry transfer. |
|** Unless otherwise indicated, it will be assumed that all Shares |
| represented by any certificates delivered to the Depositary are being |
| tendered. See Instruction 4. |
____________________________________________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution____________________________________________
[ ] DTC [ ] MSTC [ ] PHILADEP (check one) Account No.________________
Transaction Code No. _______________________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s)_________________________________________
Date of Execution of Notice of Guaranteed Delivery__________________________
Name of Institution which Guaranteed Delivery_______________________________
If delivery is by book-entry transfer:
Name of Tendering Institution____________________________________________
[ ] DTC [ ] MSTC [ ] PHILADEP (check one) Account No.________________
Transaction Code No. _______________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to The Limited, Inc., a Delaware
corporation (the "Company"), the above-described shares of Common Stock,
$.50 par value per share (such shares, together with all other outstanding
shares of Common Stock of the Company, are herein referred to as the
"Shares"), pursuant to the Company's offer to purchase up to 85,000,000
Shares at a price of $19.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase
dated February 1, 1996 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment
for the Shares tendered herewith in accordance with the terms of the Offer,
the undersigned hereby sells, assigns and transfers to or upon the order of
the Company all right, title and interest in and to all the Shares that are
being tendered hereby and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver certificates
for such Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities, together, in any
such case, with all accompanying evidences of transfer and authenticity, to
or upon the order of the Company, (b) present such Shares for transfer and
cancellation on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
a net long position in Shares at least equal to the Shares being tendered
and has full power and authority to tender, sell, assign and transfer the
Shares tendered hereby and that, when the same are accepted for payment by
the Company, the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claims. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Depositary or the
Company to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby and has read, understands and agrees
with all of the terms of the Offer.
The undersigned understands that, upon the terms and subject to the
conditions of the Offer, the Company will pay $19.00 per Share for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into
account the number of Shares so tendered. The undersigned understands that
tenders of Shares pursuant to any one of the procedures described in
Section 2 or 3 of the Offer to Purchase and in the instructions hereto will
constitute an agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased (less the
amount of any federal income or backup withholding tax required to be
withheld), and return any Shares not tendered or not purchased, in the
name(s) of the undersigned (or, in the case of Shares tendered by book-
entry transfer, by credit to the account at the Book-Entry Transfer
Facility designated above). Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the check for the purchase
price of any Shares purchased (less the amount of any federal income or
backup withholding tax required to be withheld) and any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please
issue the check for the purchase price of any Shares purchased (less the
amount of any federal income or backup withholding tax required to be
withheld) and return any Shares not tendered or not purchased in the
name(s) of, and mail said check and any certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions", to transfer any Shares from
the name of the registered holder(s) thereof or to order the registration
or transfer of such Shares tendered by book-entry transfer, if the Company
does not accept for payment any of the Shares so tendered.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
ODD LOTS
(SEE INSTRUCTION 5)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on January 31, 1996,
an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on January 31,
1996, of an aggregate of fewer than 100 Shares, all of which are being
tendered; or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
which
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
(b) believes, based upon representations, made to it by such beneficial
owners, that each such person was the beneficial owner as of the
close of business on January 31, 1996, of an aggregate of fewer
than 100 Shares and is tendering all of such Shares.
_____________________________________ _____________________________________
| SPECIAL PAYMENT INSTRUCTIONS || SPECIAL DELIVERY INSTRUCTIONS |
| (See Instructions 1, 4, 6, 7 and 8) || (See Instructions 1, 4, 6, 7 and 8) |
| || |
| To be completed ONLY if || To be completed ONLY if the |
| the check for the purchase || check for the purchase price of |
| price of Shares purchased || Shares purchased or certificates |
| (less the amount of any federal || (less the amount of any federal |
| income and backup withholding || income and backup withholding |
| tax required to be withheld) || tax required to be withheld) or |
| or certificates for Shares not || certificate for Shares not tendered |
| tendered or not purchased are || or not purchased are to be mailed to|
| to be issued in the name of || someone other than the undersigned |
| someone other than the undersigned. || or to the undersigned at an address |
| || other than that shown below the |
| || undersigned's signature(s). |
| Issue [ ] check || |
| [ ] certificates to: || |
| || Deliver [ ] check |
| || [ ] certificates to: |
| Name_______________________________ || |
| (Please Print) || Name_______________________________ |
| || (Please Print) |
| Address____________________________ || |
| || Address____________________________ |
| ___________________________________ || |
| (Zip Code) || |
| || |
| ___________________________________ ||____________________________________ |
| (Taxpayer Identification No.) || (Zip Code) |
_____________________________________ _____________________________________
___________________________________________________________________________
| |
| TENDER OF DIVIDEND REINVESTMENT PLAN SHARES |
| (SEE INSTRUCTION 13) |
| |
| To be completed ONLY if the undersigned intends to tender Shares held |
| in the Company's Dividend Reinvestment Plan. |
| |
| / / By checking this space, I represent that I wish to tender _____ |
| Shares of Company Common Stock held in my account under the Dividend |
| Reinvestment Plan. |
|_________________________________________________________________________ |
________________________________________________________
| |
| SIGN HERE |
| (Please complete Substitute Form W-9 below) |
| |
|________________________________________________________|
| |
=====> |________________________________________________________| <=====
| Signature(s) of Owner(s) |
| |
| Name(s)________________________________________________|
| (Please Print) |
| |
| _______________________________________________________|
| |
| Capacity (full title)__________________________________|
| |
| Address________________________________________________|
| |
| _______________________________________________________|
| |
| _______________________________________________________|
| (Zip Code) |
| |
| Area Code and Telephone Number_________________________|
| |
| Dated__________________________________________________|
| |
| (Must be signed by registered holder(s) exactly as |
| name(s) appear(s) on stock certificate(s) or on a |
| security position listing or by person(s) authorized |
| to become registered holder(s) by certificates and |
| documents transmitted herewith. If signature is by |
| a trustee, executor, administrator, guardian, |
| attorney-in-fact, agent, officer of a corporation or |
| other person acting in a fiduciary or representative |
| in capacity, please set forth full title and see |
| Instruction 6.) |
| |
| GUARANTEE OF SIGNATURE(S), IF REQUIRED |
| (SEE INSTRUCTIONS 1 AND 6) |
| |
| Name of Firm___________________________________________|
| |
| Authorized Signature___________________________________|
| |
| Dated__________________________________________________|
________________________________________________________
Exhibit (a)(3)
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
TO TENDER SHARES OF COMMON STOCK
OF
THE LIMITED, INC.
Pursuant to its Offer to Purchase dated February 1, 1996
The attached form, or a form substantially equivalent to the attached
form, must be used to accept the Offer (as defined below) if certificates
for shares of Common Stock of The Limited, Inc. and all other documents
required by the Letter of Transmittal cannot be delivered to the Depositary
by the expiration of the Offer. Such form may be delivered by hand,
facsimile transmission, or mail to the Depositary. See Section 3 of the
Offer to Purchase.
To: FIRST CHICAGO TRUST COMPANY OF NEW YORK, DEPOSITARY
By Mail: Facsimile Transmission: By Hand:
First Chicago Trust (201) 222-4720 First Chicago Trust
Company of New York or Company of New York
Tenders & Exchanges (201) 222-4721 Tenders & Exchanges
Suite 4660 - LTD Suite 4680 - LTD
P.O. Box 2559 14 Wall Street, 8th Floor
Jersey City, NJ 07303-2559 New York, NY 10005
Facsimile Confirmation:
(201) 222-4707
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN THOSE SHOWN ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
NUMBER OTHER THAN THAT LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO,
SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN
THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to The Limited, Inc., (the "Company"),
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 1, 1996 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constitute the "Offer"), receipt of
which is hereby acknowledged, the number (indicated below) of shares of
Common Stock, $.50 par value per share (such shares, together with all
other outstanding shares of Common Stock of the Company, are herein
referred to as the "Shares"), of the Company, pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
NUMBER OF SHARES BEING TENDERED HEREBY: _______________
ODD LOTS
(SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on January 31,
1996, of an aggregate of fewer than 100 Shares, all of which are being
tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on January
31, 1996, an aggregate of fewer than 100 Shares, and is tendering all of
such Shares.
Number of Shares ________________________
Certificate Nos. (if available):
_________________________________________
_________________________________________
If Shares will be tendered by book-entry transfer:
Name of Tendering
Institution:_____________________________
_________________________________________
Account No. __________________________ at
[ ] The Depository Trust Company
[ ] Midwest Securities Trust Company
[ ] Philadelphia Depository Trust Company
SIGN HERE
_________________________________________
_________________________________________
Signature(s)
Dated:___________________________________
Name(s) of Stockholders:
_________________________________________
_________________________________________
(Please Type or Print)
_________________________________________
(Address)
_________________________________________
(Zip Code)
_________________________________________
(Area Code and Telephone No.)
_________________________________________
(Taxpayer ID No. or Social Security No.)
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office, branch or agency in the
United States, guarantees (a) that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended, (b) that such tender of Shares complies with
Rule 14e-4 and (c) to deliver to the Depositary the Shares tendered hereby,
together with a properly completed and duly executed Letter(s) of Transmittal
(or facsimile(s) thereof), unless an Agent's Message is utilized, and any
other required documents, all within three New York Stock Exchange, Inc.
trading days of the date hereof.
_________________________________________
(Name of Firm)
_________________________________________
(Authorized Signature)
_________________________________________
(Name)
_________________________________________
(Address)
_________________________________________
(Zip Code)
_________________________________________
(Area Code and Telephone No.)
Dated:___________________________________
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
Exhibit (a)(4)
Lazard Freres & Co. LLC Goldman, Sachs & Co.
30 Rockefeller Plaza 85 Broad Street
New York, New York 10020 New York, New York 10004
(212) 632-6717 (800) 323-5678
OFFER BY
THE LIMITED, INC.
TO PURCHASE FOR CASH
UP TO 85,000,000 SHARES OF ITS COMMON STOCK
AT
$19.00 NET PER SHARE
February 1, 1996
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We have been appointed by The Limited, Inc., a Delaware corporation (the
"Company"), to act as Dealer Managers in connection with the Company's offer
to purchase for cash up to 85,000,000 shares of its Common Stock, $.50 par
value per share (such shares, together with all other outstanding shares of
Common Stock, are herein referred to as the "Shares"), at a price of $19.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase dated February 1, 1996
(the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer"). The Company will purchase all Shares
validly tendered and not withdrawn upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal, including the provisions relating to "odd lot" tenders and
proration described in the Offer to Purchase.
The Offer is not conditioned upon any minimum number of shares being
tendered. The Offer is subject, however, to certain conditions set forth in
Section 6 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated February 1, 1996;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to
Purchase);
4. Letter dated February 1, 1996 from the Company to its stockholders;
5. A form of letter that may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions
with regard to the Offer;
6. Return envelope addressed to First Chicago Trust Company of New York,
the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, MARCH 6, 1996, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Managers as described in the Offer to
Purchase) for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers. The Company will pay all
stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 7 of the Letter of Transmittal. No broker,
dealer, bank, trust company or fiduciary shall be deemed to be either our
agent or the agent of the Company, the Information Agent or the Depositary for
the purposes of the Offer.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
LAZARD FRERES & CO. LLC
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
Exhibit (a)(5)
OFFER BY
THE LIMITED, INC.
TO PURCHASE FOR CASH
UP TO 85,000,000 SHARES OF ITS COMMON STOCK
AT
$19.00 NET PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated February
1, 1996 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the Offer by The Limited,
Inc., a Delaware corporation (the "Company"), to purchase for cash up to
85,000,000 shares of its Common Stock, $.50 par value per share (such shares,
together with all other outstanding shares of Common Stock of the Company, are
herein referred to as the "Shares"), at a price of $19.00 net to the seller in
cash, upon the terms and subject to the conditions of the Offer. The Company
will purchase all Shares validly tendered and not withdrawn upon the terms and
subject to the conditions of the Offer, including the provisions relating to
"odd lot" tenders and proration described in the Offer to Purchase. We are the
holder of record of Shares held for your account. A tender of such Shares can
be made only by us as the holder of record and pursuant to your instructions.
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
As described in the Offer to Purchase, the Company reserves the right to
purchase more than 85,000,000 Shares but does not currently plan to do so. The
Company will return all Shares not purchased, including Shares not purchased
as a result of proration.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. Price: The tender price is $19.00 per Share, net to you in cash.
2. Expiration Date: The Offer, the proration period and withdrawal
rights expire at 12:00 midnight, New York City time, on Wednesday, March 6,
1996, unless the Company extends the Offer.
3. Conditions: The Offer is not conditioned upon any minimum number of
Shares being tendered. The Offer is subject, however, to the conditions set
forth in Section 6 of the Offer to Purchase.
4. Transfer Taxes: Any stock transfer taxes applicable to the sale of
Shares to the Company pursuant to the Offer will be paid by the Company,
except as otherwise provided in Instruction 7 of the Letter of Transmittal.
5. Special Treatment for "Odd Lot" Holders: If you owned beneficially
as of the close of business on January 31, 1996, an aggregate of fewer than
100 Shares and you instruct us to tender on your behalf all such Shares prior
to the expiration of the Offer and check the box captioned "Odd Lots" on the
instruction form, all such Shares will be accepted for purchase before
proration, if any, of the purchase of other Shares properly tendered and not
withdrawn.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Shares, all
such Shares will be tendered unless otherwise specified on the detachable part
hereof.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996, UNLESS THE COMPANY
EXTENDS THE OFFER.
As described in the Offer to Purchase, if fewer than all Shares validly
tendered and not withdrawn prior to the expiration of the Offer are to be
purchased by the Company, the Company will purchase Shares in the following
order of priority: (a) all "odd lot" Shares tendered and not withdrawn prior
to the expiration of the Offer by any stockholder who owned beneficially as of
the close of business on January 31, 1996, an aggregate of fewer than 100
Shares, and who validly tenders all of such Shares (partial tenders will not
qualify for this preference); and (b) then, after purchase of all of the
foregoing Shares, all other Shares validly tendered and not withdrawn prior to
the expiration of the Offer on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. LLC and Goldman, Sachs & Co.
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Instructions with Respect to
Offer to Purchase for Cash
Up to 85,000,000 Shares of Common Stock
of
THE LIMITED, INC.
The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase dated February 1, 1996, and the related Letter
of Transmittal (which together constitute the "Offer"), in connection with
the offer by The Limited, Inc. to purchase for cash up to 85,000,000 shares
of its Common Stock, $.50 par value per share (such shares, together with
all other outstanding shares of Common Stock of the Company, are herein
referred to as the "Shares"), at a price of $19.00 per Share, net to the
undersigned in cash.
The undersigned hereby instruct(s) you to tender to the Company the
number of Shares indicated below or, if no number is indicated, all Shares
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
[ ] By checking this box, all Shares held by us for your account, excluding
fractional Shares, will be tendered. If fewer than all Shares are to be
tendered, please check the box and indicate below the aggregate number
of Shares to be tendered by us.
___________________ Shares*
*Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
ODD LOTS
[ ] By checking this box, the undersigned represents that the undersigned
owned beneficially as of the close of business on January 31, 1996, an
aggregate of fewer than 100 Shares and is tendering all of such Shares.
SIGN HERE
__________________________________ ___________________________________
__________________________________ ___________________________________
Signature(s)
Area Code and Telephone Number____ ___________________________________
Date _____________________________ ___________________________________
Please print name(s) and
address(es) here
Taxpayer ID No. or
Social Security No._______________
Exhibit (a)(6)
[LETTERHEAD OF THE LIMITED]
February 1, 1996
Dear Stockholder:
The Limited, Inc. is offering to purchase up to 85,000,000
shares of its Common Stock at a price of $19.00 per share. This offer, which
has been approved by your Board of Directors, is explained in detail in the
enclosed Offer to Purchase and Letter of Transmittal. We encourage you to
read these materials carefully.
We have retained D. F. King & Co., Inc. as our Information
Agent to help you respond to this tender offer. Please contact D. F. King
between the hours of 8:00 a.m. and 6:00 p.m., Eastern Standard Time, at their
toll free number, 1-800-549-6864, if you have any questions. Their
representatives will be pleased to answer your questions and can help you
complete the correct documents.
Very truly yours,
THE LIMITED, INC.
Exhibit (a)(7)
LETTER FROM SAVINGS AND RETIREMENT PLAN
ADMINISTRATIVE COMMITTEE
February 1, 1996
OFFER TO PURCHASE COMMON STOCK OF THE LIMITED, INC.
NAME/ADDRESS
Dear :
We are enclosing materials being sent to all stockholders of The
Limited, Inc. (the "Company") in connection with its recently announced offer
to purchase up to 85,000,000 shares of the Company's Common Stock, $.50 par
value per share (together with all other outstanding shares of Common Stock of
the Company, the "Shares"), at a price per share equal to $19.00 upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 1, 1996 and in the related Letter of Transmittal (which together
constitute the "Offer"). Also enclosed is a brief description of the Offer in
connection with the Company's Savings and Retirement Plan ("Savings and
Retirement Plan") and questions and answers describing how the process works.
As a participant in the Savings and Retirement Plan you may elect to
"tender" (offer to sell) some or all of the Shares (excluding fractional
Shares) currently allocated to your Company Stock Fund in the Savings and
Retirement Plan by following the procedures described in the attachments to
this letter. PLEASE NOTE THAT, ALTHOUGH THE DEADLINE FOR THE TRUSTEE OF THE
SAVINGS AND RETIREMENT PLAN ("TRUSTEE") TO TENDER YOUR SHARES IS MARCH 6,
1996, YOU MUST SEND YOUR TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE
COMMITTEE FOR RECEIPT BY MARCH 4, 1996. You also may withdraw any tender you
have made under the Offer provided you do so prior to the stated deadline.
Our records indicate that you hold Shares allocated to your
Company Stock Fund under the Savings and Retirement Plan as of January 31,
1996, excluding any December and January contributions. You may tender some
or all of such Shares held in your Company Stock Fund (excluding fractional
Shares).
Before making a decision, you should read carefully the materials in
the enclosed Offer to Purchase, the Notice to Savings and Retirement Plan
Participants and the Tender Instruction Form. If you take no action, no
Shares in your Company Stock Fund will be tendered by the Trustee. The
Administrative Committee and the Trustee will treat confidentially your
decision whether or not to tender these Shares.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE. WHILE THE BOARD OF DIRECTORS OF THE
COMPANY BELIEVES THAT THE SHARES REPRESENT AN ATTRACTIVE INVESTMENT FOR ITS
CONTINUING STOCKHOLDERS, THE BOARD OF DIRECTORS RECOMMENDS THAT THOSE
STOCKHOLDERS WHO WISH TO RECEIVE A PREMIUM OVER THE RECENT, AND ANTICIPATED
NEAR-TERM, MARKET PRICES FOR THE SHARES TENDER SOME OR ALL OF THEIR SHARES
PURSUANT TO THE OFFER. PURSUANT TO AN AGREEMENT WITH LESLIE H. WEXNER,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AND THE WEXNER
CHILDREN'S TRUST, MR. WEXNER WILL NOT TENDER ANY SHARES PURSUANT TO THE OFFER.
SEE SECTION 11 OF THE OFFER TO PURCHASE. THE COMPANY HAS BEEN ADVISED THAT
ITS OTHER DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO
TENDER THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
If you direct the Trustee to tender the Shares, the cash that is paid
for them will be reinvested in a money market fund and then, as soon as
practicable after the expiration date of the Offer, will be reinvested in the
Savings and Retirement Plan pursuant to your future contribution election in
effect at the date of such reinvestment. PLEASE NOTE THAT TO THE EXTENT SUCH
CASH IS NOT REINVESTED IN YOUR COMPANY STOCK FUND, YOU MAY NOT QUALIFY FOR
CERTAIN FAVORABLE TAX TREATMENT UPON SUBSEQUENT DISTRIBUTIONS TO YOU FROM THE
SAVINGS AND RETIREMENT PLAN. SEE "CERTAIN TAX INFORMATION" FOLLOWING QUESTION
18 IN THE ATTACHED QUESTIONS AND ANSWERS ("Q&As") ON THE SAVINGS AND
RETIREMENT PLAN.
If more Shares are tendered than the Company has offered to purchase,
only a pro rata portion of any shares you direct the Trustee to tender may be
purchased (See Q&A #1).
For any Savings and Retirement Plan participant, during the period
the Offer is open (and thereafter for so long as legal restrictions apply),
the Trustee will not purchase any Shares for the Savings and Retirement Plan.
Instead, the Trustee will accumulate any of your contributions and Company
matching contributions that you have directed into the Company Stock Fund.
The Trustee will invest these amounts in a money market fund and will resume
purchases of Shares once the tender offer period is concluded.
ANY DISTRIBUTIONS THAT MAY BE REQUESTED DURING THE OFFER PERIOD MAY
BE DELAYED UNTIL AFTER THE EXPIRATION OF THE OFFER.
IF YOU ELECT TO TENDER SHARES FROM YOUR COMPANY STOCK FUND, THE
ENCLOSED YELLOW TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE
COMMITTEE BY MARCH 4, 1996. PLEASE USE THE ENCLOSED REPLY ENVELOPE TO RETURN
YOUR TENDER INSTRUCTION FORM.
YOU MUST COMPLETE AND SIGN YOUR TENDER INSTRUCTION FORM. IF YOU DO
NOT SIGN THE FORM, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION
FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID.
IF YOU DO NOT WISH TO TENDER YOUR SHARES, TAKE NO ACTION.
ADMINISTRATIVE COMMITTEE
The Limited, Inc. Savings
and Retirement Plan
As described in the Offer to Purchase, if fewer than all Shares
validly tendered and not withdrawn prior to the expiration of the Offer are to
be purchased by the Company, the Company will purchase Shares in the following
order of priority: (a) all "odd lot" Shares tendered prior to the expiration
of the Offer by any stockholder who owned beneficially as of the close of
business on January 31, 1996, an aggregate of fewer than 100 Shares, and who
validly tenders all of such Shares (partial tenders will not qualify for this
preference); and (b) then, after purchase of all of the foregoing Shares, all
other Shares validly tendered and not withdrawn prior to the expiration of the
Offer on a pro rata basis, if necessary (with appropriate adjustments to avoid
purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. LLC and Goldman, Sachs & Co.
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
TENDER INSTRUCTION FORM
FOR SHARES IN THE LIMITED, INC.
SAVINGS AND RETIREMENT PLAN
(NOTE: Before completing this Tender Instruction Form, you should refer
to the attached Letter from the Administrative Committee of The Limited,
Inc. Savings and Retirement Plan indicating the balance of Shares in your
Company Stock Fund as of January 31, 1996, excluding any December and
January contributions, which will be available for tender.)
TO THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN:
I am a participant in the above-referenced Savings and Retirement
Plan who has Shares in the Company Stock Fund and, as such, I have received a
copy of the Offer to Purchase dated February 1, 1996, relating to the Offer by
The Limited, Inc., a Delaware corporation (the "Company"), to purchase up to
85,000,000 shares of the outstanding shares of its Common Stock (such shares,
together with all other outstanding shares of Common Stock of the Company, are
herein referred to as the "Shares") at a price of $19.00 per Share, net to the
seller in cash.
I wish to tender the Shares in my Company Stock Fund as indicated
below:
TENDER INSTRUCTIONS
/ / By checking this space, I represent that I wish to have the Plan
Trustee tender ___ Shares of Company Common Stock, held
in my Company Stock Fund in the Savings and Retirement Plan.
ODD LOTS
/ / By checking this box, I represent that I owned beneficially as of the
close of business on January 31, 1996, and will continue to own
beneficially as of the Expiration Date (as defined in the Offer to
Purchase), an aggregate (including shares held beneficially in the
Savings and Retirement Plan or the Company's Stock Purchase Plan or
otherwise) of fewer than 100 shares, and I am instructing the Trustee
to tender all Shares of Company Common Stock held in my Company Stock
Fund in the Savings and Retirement Plan.
In either case the tender is to be made at the price per Share set
forth above.
I have read and understand the Offer to Purchase and the Letter from
the Administrative Committee and I agree to be bound by the terms of the
Offer. I hereby direct the Trustee to tender these Shares on my behalf and to
hold and invest the proceeds from the sale of these Shares in a money market
fund, to be invested as soon as practicable after the expiration of the Offer
in the Savings and Retirement Plan pursuant to my future contribution election
in effect at the time of such reinvestment. I understand and declare that if
the tender of my Shares is accepted, the payment therefor will be full and
adequate compensation for these Shares in my judgment, notwithstanding any
potential fluctuation in the price of the Shares between the last day I can
withdraw my tender and the date the Trustee sells the Shares.
_____________________________ _______________________________
DATE SIGNATURE OF PARTICIPANT
_____________________________ _______________________________
SOCIAL SECURITY NUMBER PLEASE PRINT NAME AND
ADDRESS HERE
_______________________________
_______________________________
NOTE: THIS TENDER INSTRUCTION FORM MUST BE COMPLETED AND SIGNED IF
SHARES HELD IN THE SAVINGS AND RETIREMENT PLAN ARE TO BE TENDERED. IF THE
FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE
RETURN THIS TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR THE
SAVINGS AND RETIREMENT PLAN, 82 SOUTH STREET, HOPKINTON, MA 01748-9918,
USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS.
YOUR INSTRUCTION FORM MUST BE RECEIVED BY MARCH 4, 1996.
YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL
BE KEPT CONFIDENTIAL.
THE LIMITED, INC.
NOTICE TO SAVINGS AND RETIREMENT PLAN PARTICIPANTS
February 1, 1996
TO: ALL PARTICIPANTS IN THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN (THE
"SAVINGS AND RETIREMENT PLAN") WITH ACCOUNTS INVESTED IN THE LIMITED,
INC. STOCK FUND
The Limited, Inc. (the "Company") has announced an offer to purchase
up to 85,000,000 shares of the outstanding shares of its Common Stock, par
value $.50 per share (such shares, together with all other outstanding shares
of Common Stock of the Company, are referred to herein as the "Shares"), at a
price of $19.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 1,
1996 and in the related Letter of Transmittal (which together constitute the
"Offer"). This Offer became effective Thursday, February 1, 1996, and will
expire at 12:00 midnight, New York City time, on Wednesday, March 6, 1996,
unless the Offer is extended. You, as a Savings and Retirement Plan
participant, may participate in this Offer by instructing the Trustee of the
Savings and Retirement Plan (by March 4, 1996) to tender your Shares in the
Company Stock Fund ("Plan Shares") for purchase by the Company.
YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL
BE KEPT CONFIDENTIAL.
Enclosed with this notice is a copy of documents describing the Offer
which have been furnished to holders of Company Shares. Please read these
materials so that you may properly make your decision regarding this Offer.
A Tender Instruction form (yellow form) is also enclosed for you to
use to direct the Plan Trustee regarding the Offer. IF NO DIRECTION IS
RECEIVED, THE TRUSTEE WILL NOT TENDER ANY OF YOUR PLAN SHARES AND THEY WILL
REMAIN IN THE SAVINGS AND RETIREMENT PLAN IN YOUR COMPANY STOCK FUND.
DO NOT CALL THE TRUSTEE, THE ADMINISTRATIVE COMMITTEE OR YOUR
BENEFITS ADMINISTRATOR TO GIVE YOUR DECISION REGARDING THE OFFER. YOU MAY
ONLY RESPOND BY COMPLETING AND MAILING THE ENCLOSED TENDER INSTRUCTION FORM.
QUESTIONS AND ANSWERS ON
SAVINGS AND RETIREMENT PLAN TENDER RIGHTS AND PROCEDURES
A. DESCRIPTION OF THE OFFER
1. WHAT IS THE OFFER? On February 1, 1996, the Company offered to purchase
up to 85,000,000 Shares of its Common Stock at a price of $19.00. This
Offer will be open from February 1, 1996 until it expires at 12:00
midnight, New York City time, March 6, 1996, unless it is extended by the
Company. Savings and Retirement Plan participants who hold Shares in
the Company Stock Fund ("Plan Shares") may provide for the tender of
Shares for purchase pursuant to this Offer by so indicating on the
enclosed Tender Instructions Form and returning it as directed by March
4, 1996.
If the number of Shares tendered exceeds the total number of Shares to
be purchased, all Shares tendered would be accepted on a pro rata basis.
"Pro rata" simply means that each person can sell an equal proportion of
the Shares offered to the Company. For example, if the number of Shares
tendered (assume, 170,000,000) exceeds the number to be purchased,
85,000,000, the Company would calculate a proration percentage which
would equal 50%, the ratio of the total number of Shares to be
purchased, 85,000,000, divided by the total number of Shares tendered,
170,000,000. Therefore, if you tendered 1,000 Shares, the Company would
purchase 500 Shares at $19.00 per Share. If the total number of your
Shares (including those held under Savings and Retirement Plan or the
Company's Stock Purchase Plan or otherwise) is less than 100, the
proration percentage will not be applied to your Shares tendered. (If
you hold fewer than 100 Shares, in the aggregate, you must check the
second box on the Tender Instruction form to avoid proration.)
The Offer is fully described in the Offer To Purchase provided to you.
PLEASE READ IT CAREFULLY.
2. WHAT ARE MY RIGHTS UNDER THE OFFER? The records of the Savings and
Retirement Plan indicate that Shares are allocated to your Company Stock
Fund. You may tender some or all of these Shares. Because all of these
Shares are held in trust for your benefit, they are registered in the
name of the Trust. So, the Trust will actually tender Plan Shares as
you instruct the Trustee.
YOU MUST DIRECT THE TRUSTEE IF YOU WANT TO TENDER YOUR PLAN SHARES. THE
TRUSTEE WILL TENDER YOUR PLAN SHARES ONLY IF DIRECTED. IF YOU DO NOT
RESPOND, YOUR PLAN SHARES WILL REMAIN IN YOUR COMPANY STOCK FUND ACCOUNT.
3. WHICH DOCUMENTS DID I RECEIVE IN THE TENDER MATERIALS AND WHAT IS THEIR
PURPOSE? You received the following materials in this mailing:
-- Letter from the Company. This announces the Offer.
-- Offer to Purchase dated February 1, 1996. This document (white,
bound document) describes the Offer. PLEASE READ IT CAREFULLY.
-- Letter of Transmittal. This document (long blue document) is part of
the "Offer" and therefore is being provided to you. However, it does
not apply to, or provide detailed instructions for, tendering Plan
Shares. Do NOT use it to tender Plan Shares. If you hold Shares
outside of the Savings and Retirement Plan, please refer to this
Letter of Transmittal for instructions on how to tender those Shares.
-- Letter from the Savings and Retirement Plan Administrative Committee.
This transmits information about the Savings and Retirement Plan and
the Offer.
-- Notice to Savings and Retirement Plan Participants (white document
you are reading) which includes Questions and Answers on Savings and
Retirement Plan Tender Rights and Procedures.
-- Tender Instruction Form. (yellow form) YOU MUST COMPLETE, SIGN AND
MAIL THIS DOCUMENT TO THE ADMINISTRATIVE COMMITTEE IN THE ENCLOSED
ENVELOPE IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR PLAN
SHARES. THIS DOCUMENT IS POSTED WITH YOUR NAME AND SOCIAL SECURITY
NUMBER. USE IT IF YOU WISH TO DIRECT A TENDER OF YOUR SHARES.
-- Reply Envelope. A preaddressed envelope for your reply.
4. HOW DO I DIRECT THE PLAN TRUSTEE? The only way that you can tender your
Plan Shares is by completing the Tender Instruction Form (yellow) as
described, signing and returning it to the Administrative Committee for
the Savings and Retirement Plan, 82 South Street, Hopkinton, MA
07148-9918, which will process your instructions. The address is on the
return envelope you should use to return the Tender Instruction form.
THE TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE
COMMITTEE BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MARCH 4, 1996. YOU
MUST SIGN AND COMPLETE THE FORM FOR YOUR DIRECTION TO BE VALID.
TO PROPERLY DIRECT THE TRUSTEE TO TENDER PLAN SHARES ON YOUR BEHALF YOU
MUST:
-- INSTRUCTIONS. Read carefully and follow exactly the instructions in
the Letter from Savings and Retirement Plan Administrative Committee
and the Tender Instructions Form. These will tell you how to direct
the Plan Trustee regarding your Shares.
-- FORM. Complete the enclosed yellow Tender Instruction Form.
-- SHARES. Designate on the Tender Instruction Form the number of
Shares (excluding fractional shares) you wish to be tendered.
-- SIGNATURE. You must sign the Tender Instruction Form to complete
your instruction. Unless you sign the Tender Instruction Form, your
direction cannot be honored and the Tender Instruction Form will be
void.
-- MAILING. A preaddressed return envelope has been enclosed with your
Tender materials. Use this envelope to return your completed Tender
Instruction form if you wish to have the Plan Trustees tender your
Plan Shares.
Please be precise in providing your instruction and please act PROMPTLY.
IF YOU DO NOT WISH TO TENDER PLAN SHARES, TAKE NO ACTION.
5. HOW DO I SEND INSTRUCTIONS TO THE ADMINISTRATIVE COMMITTEE? Please
return your instructions PROMPTLY, recognizing the slow delivery time
inherent in the U.S. mail today. You may mail your Tender Instruction
Form to the Administrative Committee for the Savings and Retirement
Plan, 82 South Street, Hopkinton, MA 01748-9918 in the preaddressed
reply envelope that has been provided for your reply or send it by an
alternate faster means (such as overnight courier). You may NOT fax
your instructions. DO NOT DELIVER YOUR INSTRUCTIONS TO YOUR HUMAN
RESOURCES DEPARTMENT OR TO YOUR BENEFITS ADMINISTRATOR.
6. MUST I PROVIDE DIRECTIONS TO THE ADMINISTRATIVE COMMITTEE? You must
respond IF you wish the Trustee to tender your Plan Shares. Do not
respond if you do not wish to tender your Plan Shares.
7. HOW MANY PLAN SHARES MAY I TENDER AND HOW DO I LEARN THAT NUMBER? The
number of Plan Shares that you held under the Savings and Retirement
Plan as of January 31, 1996, excluding December and January
contributions, is set forth in the Letter to you from the Administrative
Committee. You may tender all or any number of such Shares (excluding
fractional Shares, if any).
8. WHAT IF I HAVE SHARES IN MY SAVINGS AND RETIREMENT PLAN ACCOUNT AND HOLD
SHARES OUTSIDE OF THE SAVINGS AND RETIREMENT PLAN? If you have Shares in
the Savings and Retirement Plan and have actual Shares in your
possession (or at a brokerage firm), you will receive two or more sets
of Offer materials. You should be careful to follow the directions that
apply to each kind of Shares.
9. WHO WILL KNOW WHETHER I TENDERED MY PLAN SHARES? Your directions to the
Trustee are CONFIDENTIAL. Individual instructions will only be
disclosed to the recordkeeper as necessary to complete the tender.
10. CAN I CHANGE MY MIND AND WITHDRAW MY PLAN SHARES THAT I DIRECTED TO BE
TENDERED? Yes, but only if you perform the following steps:
-- You must send a signed notice of withdrawal to the Administrative
Committee for the Savings and Retirement Plan, 82 South Street,
Hopkinton, MA 01748-9918.
-- The notice of withdrawal must be in writing. You may fax your notice
of withdrawal to the Administrative Committee for the Savings and
Retirement Plan at fax number (508) 435-3165.
-- The notice of withdrawal must state your name, social security
number, the number of Plan Shares that you wish to withdraw from the
Offer and that you are withdrawing Plan Shares that you instructed
the Trustee to direct the Plan Trustee to tender on your behalf.
-- The notice of withdrawal must be received by the Administrative
Committee before 5:00 p.m., New York City time, on March 4, 1996.
11. CAN I RE-TENDER MY PLAN SHARES? Yes, If you wish to re-tender your
Plan Shares you must complete another Tender Instruction Form and return
it to the Administrative Committee for receipt by March 4, 1996. You
may obtain another copy by faxing your request to (508) 435-3165.
B. RESULTS OF THE TENDER: SHARES SOLD AND PRICE RECEIVED
12. WILL ALL PLAN SHARES THAT I DIRECT THE TRUSTEE TO TENDER BE PURCHASED?
This depends upon the total number of Shares tendered. If more Shares
are tendered by all stockholders than the Company had offered to
purchase, a pro rata portion of the Shares that you directed to be
tendered will be purchased. See Q&A #1 for a description of how
proration will operate.
Plan Shares held in your Savings and Retirement Plan Account that are
not accepted will remain in the Company Stock Fund subject to normal
Savings and Retirement Plan rules.
13. HOW WILL I KNOW IF MY PLAN SHARES HAVE BEEN PURCHASED? After expiration
of the Offer, all tender directions will be tabulated, which may take up
to two weeks. Soon thereafter you will be sent a statement of the
number of your Plan Shares which were accepted.
C. OPERATION OF THE SAVINGS AND RETIREMENT PLAN
DURING THE TENDER OFFER
14. WHAT HAPPENS TO COMPANY STOCK FUND CONTRIBUTIONS MADE AFTER JANUARY
31, 1996? Beginning January 31, 1996, the Plan Trustee stopped
purchasing Shares for the Company Stock Fund. Company and participant
contributions made to the Company Stock Fund, and dividends and other
funds which are normally allocated to the Company Stock Fund, which are
received by the Savings and Retirement Plan during the period of the
Offer and for 10 business days thereafter (while the results are
tabulated) will be accumulated and invested in a money market fund.
Thereafter, upon the cessation of legal restrictions, purchases by the
Plan Trustee will resume and the accumulated funds will be invested
pursuant to the investment elections then in effect.
15. WHAT HAPPENS IF I REQUEST A DISTRIBUTION, WITHDRAWAL OR REALLOCATION
FOLLOWING THE ANNOUNCEMENT OF THE TENDER OFFER DURING THE OFFER PERIOD?
Distributions, withdrawals or reallocations from the Savings and
Retirement Plan may be delayed until after the conclusion of the Offer.
Authorized distributions, withdrawals or reallocations received before
or during this period will be processed as soon as reasonably feasible.
16. WHEN MAY I REQUEST A CHANGE IN MY INVESTMENT ELECTIONS? You may change
your investment election for future contributions or reallocate your
existing Account balances at the beginning of each month under the
Savings and Retirement Plan's normal rules. You must call the SARP Line
by the 20th day of the month for your investment election change to be
effective the first day of the following month, subject to delays
required in connection with the Offer. UNDER THE TERMS OF THE SAVINGS
AND RETIREMENT PLAN, SECTION 16 INSIDERS WHO TENDER SHARES WILL NOT BE
PERMITTED TO ALLOCATE ANY AMOUNTS OR CONTRIBUTIONS TO THE COMPANY'S
STOCK FUND FOR SIX MONTHS.
17. WILL I BE TAXED ON ANY PROCEEDS RECEIVED IN 1996 FROM THE COMPANY STOCK
THAT IS TENDERED UNDER THE SAVINGS AND RETIREMENT PLAN? No. Because
tender proceeds received from Plan Shares will be received by and held
in the Savings and Retirement Plan, they will not be subject to current
income taxes.
D. REINVESTMENT OF TENDER OFFER PROCEEDS
18. HOW WILL THE SAVINGS AND RETIREMENT PLAN INVEST THE PROCEEDS RECEIVED
FROM THE PLAN SHARES THAT ARE TENDERED? Proceeds received from this
Offer will be reinvested by the Trustee in a money market fund and
reinvested in the Savings and Retirement Plan as soon as practicable in
accordance with your future contribution election in effect at the date
of such reinvestment.
E. CERTAIN TAX INFORMATION
Participants in the Savings and Retirement Plan should be aware that the
reinvestment of the cash proceeds received in the Offer may, in certain
circumstances, result in certain tax consequences to those participants
who, as part of the ultimate distributions of their accounts, would
receive Shares.
Special tax rules apply to certain distributions from the Savings and
Retirement Plan that consist, in whole or in part, of Shares.
Generally, taxation of net unrealized appreciation ("NUA"), an amount
equal to the excess of the value of such Shares at distribution over the
cost or other basis of such Shares (which will vary depending on whether
the distribution qualifies for lump sum treatment) will be deferred
until the Shares are sold following distribution. Moreover, if prior to
a distribution Shares are disposed of, as would be the case in the
Offer, and the proceeds of such disposition are reinvested within 90
days thereafter in the Company Stock Fund, the cost or other basis of
such newly acquired Shares for NUA purposes will be the cost or other
basis of the tendered Shares.
Accordingly, if the cash proceeds receivable upon the tender of Shares
is not within 90 days reinvested in the Company Stock Fund under the
Savings and Retirement Plan, the opportunity to retain for NUA purposes
the cost or other basis of the Shares tendered, and the tax-deferral
treatment of the NUA calculated in reference to such basis, will be lost.
The foregoing is only a brief summary of complicated provisions of the
Internal Revenue Code. You are strongly urged to consult with your tax
advisor as to the issues described above.
_________________
Exhibit (a)(8)
LETTER FROM SAVINGS AND RETIREMENT PLAN
ADMINISTRATIVE COMMITTEE
February 1, 1996
OFFER TO PURCHASE COMMON STOCK OF THE LIMITED, INC.
NAME/ADDRESS
Dear [ ]:
We enclose materials being sent to all stockholders of The
Limited, Inc. (the "Company") in connection with its recently announced
offer to purchase up to 85,000,000 shares of the Company's Common Stock
(such shares, together with all other outstanding shares of Common Stock of
the Company, are herein referred to as the "Shares") at a price per share
equal to $19.00 upon the terms and subject to the conditions set forth in
the Offer to Purchase dated February 1, 1996 and in the related Letter of
Transmittal, which together constitute the "Offer". Also enclosed is a
brief description of the Offer in connection with the Company's Savings and
Retirement Plan ("Savings and Retirement Plan") and questions and answers
describing how the process works.
As a participant in the Savings and Retirement Plan you may elect to
"tender" (offer to sell) some or all of the Shares (excluding fractional
Shares) currently allocated to your Company Stock Fund in the Savings and
Retirement Plan by following the procedures described in the enclosed
materials.
SINCE YOU ARE SUBJECT TO THE REPORTING AND LIABILITY PROVISIONS OF
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), YOU SHOULD BE AWARE THAT A TENDER BY YOU OF SHARES HELD IN THE SAVINGS
PLAN MAY BE SUBJECT TO SHORT-SWING PROFIT RECOVERY UNDER SECTION 16(b) OF THE
EXCHANGE ACT. SUCH TENDER WILL NOT BE SUBJECT TO SHORT-SWING PROFIT RECOVERY
IF (1) YOU HAVE NOT ELECTED WITHIN THE PREVIOUS SIX MONTHS AN INTRA-PLAN
TRANSFER INVOLVING THE SAVINGS AND RETIREMENT PLAN COMPANY STOCK FUND, (2) YOU
SUBMIT THE TENDER INSTRUCTION FORM, COMPLETED AS SET FORTH IN THE ENCLOSED
MATERIALS, TO THE ADMINISTRATIVE COMMITTEE DURING THE PERIOD BEGINNING ON THE
THIRD BUSINESS DAY FOLLOWING THE DATE OF RELEASE FOR PUBLICATION OF QUARTERLY
SUMMARY STATEMENTS OF SALES AND EARNINGS AND ENDING ON THE 12TH BUSINESS DAY
FOLLOWING SUCH DATE AND (3) YOU DO NOT ALLOCATE ANY AMOUNTS OR CONTRIBUTIONS
TO THE COMPANY STOCK FUND FOR SIX MONTHS THEREAFTER.
Please consult the enclosed materials for further information as to
the Offer.
ADMINISTRATIVE COMMITTEE
The Limited, Inc. Savings
and Retirement Plan
Exhibit (a)(9)
[LETTER OF MERRILL LYNCH, PIERCE, FENNER & SMITH]
NOTICE TO PARTICIPANTS
IN THE STOCK PURCHASE PLAN
OF THE LIMITED, INC.
OFFER TO PURCHASE FOR CASH
BY
THE LIMITED, INC.
UP TO 85,000,000 SHARES OF ITS COMMON STOCK
AT
$19.00 PER SHARE NET
February 1, 1996
To Participants in the Stock Purchase Plan of The Limited, Inc.:
Dear Client:
Enclosed for your consideration are the Offer to Purchase dated
February 1, 1996 and the related Letter of Transmittal (which together
constitute the "Offer") in connection with the offer by The Limited, Inc., a
Delaware corporation (the "Company"), to purchase up to 85,000,000 shares of
its Common Stock, $.50 par value per share (such shares, together with all
other outstanding shares of Common Stock of the Company, are herein referred
to as the "Shares"), at $19.00 per Share, net to the seller in cash.
Merrill Lynch is the holder of record of Shares held for your account
in The Limited, Inc. Stock Purchase Plan (the "Plan"). A tender of your
Shares in your Plan account can only be made by us as your agent, pursuant to
your instructions.
If you wish to participate in this tender offer, you must notify
Merrill Lynch no later than 5:00 p.m. on March 5, 1996. If you wish to tender
all or any number of your Shares, please instruct us by the deadline. If you
do not respond to this notice, no Shares will be tendered.
Cash received from any Shares tendered and accepted for payment by
the Company will be distributed to participants by check. Any Shares tendered
but not accepted by the Company will remain in your account.
Merrill Lynch customers who wish to tender their Shares must contact
our Customer Service Unit by 7:00 p.m. EST on Tuesday, March 5, 1996. The
phone number to call is: 1-800-621-3777.
Our operators are available to take your call Monday through Friday
between the hours of 8:00 a.m. and 7:00 p.m. EST.
Your attention is invited to the following:
1. The tender price is $19.00 per Share, net to you in cash.
2. The expiration date, the withdrawal deadline and the proration
deadline are on Wednesday, March 6, 1996, at 12:00 midnight, New York City
time, unless the Company extends the Offer.
3. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to the conditions as set forth in
Section 6 of the Offer to Purchase.
4. Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except as otherwise
provided in Instruction 7 of the Letter of Transmittal.
5. Special Treatment for "Odd Lot" Holders: If you owned beneficially as
of the close of business on January 31, 1996, an aggregate of fewer than 100
Shares and you instruct us to tender on your behalf all such Shares prior to
the expiration of the Offer, all such Shares will be accepted for purchase
before proration, if any, of the purchase of other Shares properly tendered.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE. WHILE THE BOARD OF DIRECTORS OF THE
COMPANY BELIEVES THAT THE SHARES REPRESENT AN ATTRACTIVE INVESTMENT FOR ITS
CONTINUING STOCKHOLDERS, THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
WISHING TO RECEIVE A PREMIUM OVER THE RECENT, AND ANTICIPATED NEAR-TERM,
MARKET PRICES FOR THE SHARES TENDER SOME OR ALL OF THEIR SHARES PURSUANT TO
THE OFFER. PURSUANT TO AN AGREEMENT WITH LESLIE H. WEXNER, CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AND THE WEXNER CHILDREN'S TRUST,
MR. WEXNER WILL NOT TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 11
OF THE OFFER TO PURCHASE. THE COMPANY HAS BEEN ADVISED THAT ITS OTHER
DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER THEIR
SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
YOUR INSTRUCTIONS TO US MUST BE FORWARDED TO US PROMPTLY IN ORDER TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS
OF THE OFFER TO PURCHASE. THE EXPIRATION DATE, THE WITHDRAWAL DEADLINE AND
THE PRORATION DEADLINE ARE ON WEDNESDAY, MARCH 6, 1996, AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, UNLESS THE OFFER IS EXTENDED BY THE COMPANY.
Very truly yours,
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
Agent, The Limited, Inc. Stock
Purchase Plan
As described in the Offer to Purchase, if fewer than all Shares
validly tendered prior to the expiration of the Offer are to be purchased by
the Company, the Company will purchase Shares in the following order of
priority: (a) all "odd lot" Shares tendered prior to the expiration of the
Offer by any stockholder who owned beneficially as of the close of business on
January 31, 1996, an aggregate of fewer than 100 Shares, and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference); and (b) then, after purchase of all of the foregoing Shares, all
other Shares validly tendered and not withdrawn prior to the expiration of the
Offer on a pro rata basis, if necessary (with appropriate adjustments to avoid
purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. LLC and Goldman, Sachs & Co.
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Exhibit (a)(10)
[NOTICE FROM THE LIMITED, INC.]
February 1, 1996
Offer to Purchase Common Stock of The Limited, Inc.
Notice to Holders of Vested Stock Options:
Under separate cover, you have been sent materials (the "Tender Offer
Documents") being sent to all stockholders of The Limited, Inc. (the
"Company") in connection with its recently announced offer to purchase up to
85,000,000 shares of the Company's Common Stock, $.50 par value per share
(such shares, together with all other outstanding shares of Common Stock of
the Company, are herein referred to as the "Shares"), at a price per share of
$19.00 upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 1, 1996 and in the related Letter of Transmittal,
which together constitute the "Offer".
As a holder of vested stock options, you may wish to exercise any or
all of your vested options, and then tender the Shares so acquired to the
Company pursuant to the terms of the Offer. To assist you, attached is a
summary of your stock option grants, including the grant date, exercise price,
and the number of shares from each grant that are currently available for you
to exercise.
You will need to evaluate the Offer and Tender Offer Documents to
determine if participation would be advantageous to you, based on your stock
option exercise prices, the date of your stock option grants and the years
left yet to exercise, the tender price, and the provisions for pro rata
purchases by the Company outlined in the Offer.
We strongly encourage you to discuss the Offer with your tax advisor
or broker. Merrill Lynch is also available to assist in answering any
questions you may have. They can be reached at (614) 225-3194, if calling
from Columbus, Ohio, or (800) 873-5870 (toll-free), if calling from outside
Columbus, Ohio.
If you decide to exercise any of your stock options, attached is a
form B for you to use. The Offer expires Wednesday, March 6, 1996, unless
extended by the Company. If you do exercise in order to tender, you will need
to exercise your shares by February 26, 1996, in order to obtain Shares to
tender by March 6, 1996.
As described in the Offer to Purchase, if fewer than all Shares
validly tendered prior to the expiration of the Offer are to be purchased by
the Company, the Company will purchase Shares in the following order of
priority: (a) all "odd lot" Shares tendered prior to the expiration of the
Offer by any stockholder who owned beneficially as of the close of business on
January 31, 1996, an aggregate of fewer than 100 Shares, and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference); and (b) then, after purchase of all of the foregoing Shares, all
other Shares validly tendered and not withdrawn prior to the expiration of the
Offer on a pro rata basis, if necessary (with appropriate adjustments to avoid
purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. LLC and Goldman, Sachs & Co.
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Exhibit (a)(11)
[NOTICE FROM THE LIMITED, INC.]
February 1, 1996
OFFER TO PURCHASE COMMON STOCK OF THE LIMITED, INC.
Notice to Holders of Vested Stock Options:
Under separate cover, you have been sent materials (the "Tender Offer
Documents") being sent to all stockholders of The Limited, Inc. (the
"Company") in connection with its recently announced offer to purchase up to
85,000,000 shares of the Company's Common Stock (such shares, together with
all other outstanding shares of Common Stock of the Company, are herein
referred to as the "Shares") at a price per share of $19.00 upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February
1, 1996 and in the related Letter of Transmittal, which together constitute
the "Offer".
As a holder of vested stock options, you may wish to exercise any or
all of your vested options and then tender the Shares so acquired to the
Company pursuant to the terms of the Offer. To assist you, attached is a
summary of your stock option grants, including the grant date, exercise price,
and the number of shares from each grant that are currently available for you
to exercise.
We encourage you to evaluate the Offer and Tender Offer Documents to
determine if participation would be advantageous to you, based on your stock
option exercise prices, the date of your stock option grants and the years
left to exercise, the tender price, and the provisions for pro rata purchases
by the Company outlined in the Offer.
SINCE YOU ARE SUBJECT TO THE REPORTING AND LIABILITY PROVISIONS OF
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), PLEASE NOTE THAT ANY TENDER OF SHARES BY YOU, WHETHER ACQUIRED UPON THE
EXERCISE OF OPTIONS OR OTHERWISE, WILL BE SUBJECT TO THE SHORT-SWING PROFIT
RECOVERY PROVISIONS OF SECTION 16(b) OF THE EXCHANGE ACT EXCEPT IN CONNECTION
WITH CERTAIN TENDERS OF SHARES UNDER THE COMPANY SAVINGS AND RETIREMENT PLAN,
AND WILL BE MATCHABLE WITH ANY NON-EXEMPT PURCHASE OF SHARES OCCURRING WITHIN
THE SIX-MONTH PERIOD PRIOR TO OR SUCCEEDING SUCH TENDER.
We strongly encourage you to discuss the Offer with your tax advisor
or broker. Merrill Lynch is also available to assist in answering any
questions you may have. They can be reached at (614) 225-3194, if calling
from Columbus, Ohio, or (800) 873-5870 (toll-free), if calling from outside
Columbus, Ohio.
If you decide to exercise any of your stock options, attached is a
form B for you to use. The Offer expires Wednesday, March 6, 1996, unless
extended by the Company. If you do exercise in order to tender, you will need
to exercise your shares by February 26, 1996, in order to obtain Shares to
tender by March 6, 1996.
As described in the Offer to Purchase, if fewer than all Shares
validly tendered prior to the expiration of the Offer are to be purchased by
the Company, the Company will purchase Shares in the following order of
priority: (a) all "odd lot" Shares tendered prior to the expiration of the
Offer by any stockholder who owned beneficially as of the close of business on
January 31, 1996, an aggregate of fewer than 100 Shares, and who validly
tenders all of such Shares (partial tenders will not qualify for this
preference); and (b) then, after purchase of all of the foregoing Shares, all
other Shares validly tendered and not withdrawn prior to the expiration of the
Offer on a pro rata basis, if necessary (with appropriate adjustments to avoid
purchases of fractional Shares).
The Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. LLC and Goldman, Sachs & Co.
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Exhibit (a)(12)
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell Shares. The Offer is made solely by the Offer to
Purchase dated February 1, 1996 and the related Letter of Transmittal and
is not being made to, nor will tenders be accepted from or on behalf of,
holders of Shares in any jurisdiction in which the making of the Offer or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions whose laws require that the Offer be
made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Company by Lazard Freres & Co. LLC and Goldman, Sachs &
Co. or one or more registered brokers or dealers licensed under the laws of
such jurisdictions.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
THE LIMITED, INC.
UP TO 85,000,000 SHARES OF ITS COMMON STOCK
AT
$19.00 NET PER SHARE
The Limited, Inc., a Delaware corporation (the "Company"),
invites holders of its Common Stock, $.50 par value per share (the
"Shares"), to tender their Shares at a price of $19.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated February 1, 1996 (the "Offer to Purchase"),
and in the related Letter of Transmittal, which together constitute the
"Offer".
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject, however, to certain conditions. See Section
6 of the Offer to Purchase for a description of the conditions to the Offer.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 6, 1996
(THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED.
Upon the terms and subject to the conditions of the Offer, if not
more than 85,000,000 Shares have been validly tendered and not withdrawn prior
to the Expiration Date, the Company will purchase all such Shares. Upon the
terms and subject to the conditions of the Offer, if more than 85,000,000
Shares have been validly tendered and not withdrawn prior to the Expiration
Date, the Company will purchase Shares in the following order of priority:
(a) all Shares validly tendered and not withdrawn prior to the
Expiration Date by any stockholder who owned beneficially an
aggregate of fewer than 100 Shares as of the close of business
on January 31, 1996, and who validly tenders all of such Shares
(partial tenders will not qualify for this preference); and
(b) after purchase of all of the foregoing Shares, all other Shares
validly tendered and not withdrawn prior to the Expiration Date
on a pro rata basis, if necessary (with appropriate adjustments
to avoid purchases of fractional Shares).
The Company expressly reserves the right, in its sole discretion, to
(i) extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary (as defined below) or (ii)
amend the Offer in any respect by making a public announcement of such
amendment.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after March 28, 1996 unless theretofore
accepted for payment as provided in the Offer to Purchase. To be effective, a
written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth in the
Offer to Purchase and must specify the name of the person who tendered the
Shares to be withdrawn and the number of Shares to be withdrawn and the name
of the registered holder of the Shares, if different from that of the person
who tendered such Shares. If the Shares to be withdrawn have been delivered
to the Depositary, a signed notice of withdrawal (with signatures guaranteed
by an "Eligible Institution" (as defined in the Offer to Purchase), except in
the case of shares tendered by an Eligible Institution) must be submitted
prior to the release of such Shares. In addition, such notice must specify,
in the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and
the serial numbers shown on the particular certificates evidencing the Shares
to be withdrawn or, in the case of Shares tendered by book-entry transfer, the
name and number of the account at one of the Book-Entry Transfer Facilities to
be credited with the withdrawn Shares. Withdrawals may not be rescinded and
Shares withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. However, withdrawn Shares may be retendered by again following
one of the procedures described in Section 3 of the Offer to Purchase at any
time prior to the Expiration Date.
For purposes of the Offer, the Company will be deemed to have
accepted for payment, subject to the proration and "odd lot" provisions of the
Offer, Shares that are validly tendered and not withdrawn as, if and when it
gives oral or written notice to First Chicago Trust Company of New York (the
"Depositary") of its acceptance for payment of such Shares.
During the past year, the Company has implemented a reconfiguration
plan that has resulted in funds being made available to the Company in excess
of those needed for its day-to-day operations. The purpose of the Offer is to
allow those stockholders wishing to receive cash for a portion of their Shares
an opportunity to do so at a price in excess of recent trading prices for the
Shares.
While the Board of Directors of the Company believes that the Shares
represent an attractive investment for its continuing stockholders, the Board
of Directors recommends that those stockholders who wish to receive a premium
over the recent, and anticipated near-term, market prices for the Shares
tender some or all of their Shares pursuant to the Offer. The Company has
entered into an agreement (the "Agreement") with Leslie H. Wexner, Chairman,
President and Chief Executive Officer of the Company and The Wexner Children's
Trust (the "Trust"), pursuant to which Mr. Wexner has agreed not to tender any
Shares pursuant to the Offer. Under the terms of the Agreement (described
more fully in the Offer to Purchase), Mr. Wexner, the Trust and the Company
have entered into certain alternative transactions with respect to Shares held
by the Trust. The Company has been advised that its other directors and
executive officers have not determined whether to tender their Shares pursuant
to the Offer. Stockholders must make their own decision whether to tender
Shares and, if so, how many Shares to tender.
The information required to be disclosed by Rule 13e-4(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares of the Company and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and Letter of Transmittal contain important
information which should be read before any decision is made with respect to
the Offer.
Requests for copies of the Offer to Purchase and the related Letter
of Transmittal and other tender offer materials may be directed to the
Information Agent or the Dealer Managers as set forth below, and copies will
be furnished promptly at the Company's expense.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
or
Call Toll-Free (800) 549-6864
The Dealer Managers for the Offer are:
Lazard Freres & Co. LLC Goldman, Sachs & Co.
30 Rockefeller Plaza 85 Broad Street
New York, New York 10020 New York, New York 10004
February 1, 1996
Exhibit (a)(13)
Columbus, Ohio (January 28, 1996) -- The Limited, Inc. (NYSE/LSE:
LTD) announced today that it will effect the previously announced special cash
distribution to shareholders through a fixed-price issuer tender offer which
is expected to commence to Thursday, February 1, 1996, and end on Wednesday,
March 6, 1996. Pursuant to the tender offer, which has been approved by the
Company's Board of Directors, the Company will offer to purchase up to 85
million shares of common stock at a price of $19 per share.
Allan R. Tessler, speaking for the Board as Chairman of the Finance
Committee, said, "The Board's decision to repurchase shares demonstrates our
confidence in the Company and its future. This cash distribution is part of a
wider reconfiguration plan announced last May which is designed to enable the
Company's businesses to best compete in the current retailing environment and
beyond, while providing shareholders with a special cash distribution."
In addition, The Limited, Inc. has entered into a contingent stock
redemption agreement with Leslie H. Wexner, Chairman and Chief Executive
Officer, approved by the Board, under which it has been agreed that he will
not participate in the tender offer; rather, he will have the opportunity for
three years beginning in 1998 to cause the Company to redeem 18.750 million
shares at a price of $18.75 per share. The Company will have the opportunity
to redeem 18.750 million shares from him, from July 2001 until January, 2002,
at a price of $25.07 per share. The 18.750 million shares which are subject
to this agreement represent something less than the number of shares Mr.
Wexner could have sold had he fully participated in the tender.
Mr. Tessler continue, "Given Mr. Wexner's unique position as founder,
Chairman and creative force of the Company, it was important to the Board that
Mr. Wexner not be disadvantaged in comparison to other shareholders which
might have resulted by virtue of his holdings in the Company."
Leslie H. Wexner, Chairman and Chief Executive Officer, stated,
"Because of today's tender offer announcement, I believe it is important to
share a preliminary view of 1995 earnings with investors as our audited
financial results for the year will not be released until late February. Our
current estimate is that for 1995 (excluding gains attributable to the
Company's reconfiguration activities) earnings will be in the range of $305
million to $320 million, or between $.85 to $.90 per share, based upon shares
outstanding prior to completion of the tender. Intimate Brands, Inc., our 83%
owned subsidiary, is expected to report earnings for the year on a pro forma
basis of $213 million, or $.85 per share.
"Looking forward to 1996," Mr. Wexner continued, "we are approaching
our apparel businesses cautiously and conservatively, but we are prepared to
be aggressive where we clearly see the opportunity. Because of the difficulty
in analyzing trends in light of the abnormally sever January weather in the
Midwest and the Northeast, and a holiday season which was clearly off-trend,
we will not make a prediction or projection for 1996. However, we are
prepared to say that Intimate Brands should continue to meet our expectations
and that total Limited, Inc. earnings on an operating basis should be no less
than 1995, with the potential to show significant improvement."
Mr. Wexner added, "Our financial position is excellent and 1996 cash
flow will be even stronger than 1995."
The preceding two paragraphs contain forward looking statements that
involve risks and uncertainties, including overall economic conditions, the
impact of competition, pricing, consumer buying trends, weather patterns, and
other factors. The Company releases sales figures on a monthly basis. For
more complete information concerning factors which could affect the Company's
financial results, reference is made to the Company's SEC reports.
The Limited, Inc., through Express, Lerner New York, Lane Bryant,
Limited Stores, Henri Bendel, Structure, Abercrombie & Fitch, Limited Too, and
Galyan's, presently operates 4,033 specialty stores. The Company also owns
approximately 83% of Intimate Brands, Inc. which, through Victoria's Secret
Stores, Bath & body Works, Cacique, and Penhaligon's, presently operates 1,291
specialty stores and distributes apparel internationally through the
Victoria's Secret Catalogue.
# # #
For further information, please contact: Alfred S. Dietzel
The Limited, Inc.
614/479-7070
Exhibit (a)(14)
LIMITED, INC. STOCK TENDER OFFER
ASSOCIATE - QUESTIONS AND ANSWERS
WHAT IS A TENDER OFFER?
Tender means sell, so a tender offer simply means that you have the
opportunity to sell your shares. It is completely your choice in deciding if
you want to tender your shares of Limited, Inc. stock at the offered price or
not.
WHY IS THE COMPANY DOING THIS?
There has been considerable analysis over the past several months of how to
appropriately distribute to our shareholders, the cash made available through
our recent reconfiguration. As a result of that analysis, it has been
determined, and approved by our Board of Directors, that a stock buy-back is
the best way to distribute this cash to our shareholders and is in the best
interest of associates, shareholders, and the Company.
WHAT WILL HAPPEN WITH THE SHARES OF LIMITED STOCK THAT I OWN IN THE SAVINGS
AND RETIREMENT PLAN?
If you own Limited stock in your Savings and Retirement Plan account, you will
also have the opportunity to tender these shares - however, the money from the
sale of your shares will not be distributed to you, they will be reinvested in
your SARP account. The reinvestment in your account will be based on what
investment election you have made for investment of your future contributions.
As previously announced, if you would like to change your future investment
election, you may do so by calling the SARP Line. If you do have Limited
stock in your SARP account, you will be getting a separate package at your
home next week, describing in detail what choices you have.
WHAT HAPPENS WITH THE SHARES I OWN THROUGH THE EMPLOYEE STOCK PURCHASE PLAN?
If you have shares of Limited, Inc. stock in your Employee Stock Purchase
Plan, you will be receiving a copy of the tender offer package from Merrill
Lynch. It will provide all of the details of the offer, and will give you
instructions about how to tender your shares if you wish to do so.
HOW DO I TENDER (SELL) MY SHARES OF LIMITED, INC. STOCK?
If you own shares of Limited, Inc. stock, you will receive a tender offer
package. This package will provide you with the complete details of the
offer, and provide you with instructions about how to tender your shares, if
you wish to do so. Remember that if you own shares through multiple plans or
brokers, you will be receiving packages from each.
IF I HAVE LIMITED, INC. STOCK OPTIONS, WHAT HAPPENS WITH THOSE?
If you have been granted Limited, Inc. stock options, you will receive a
letter outlining what you should do if you choose to exercise those options in
order to tender your shares. It will also provide you with information of who
to call should you have questions.
HOW DO I KNOW HOW MANY SHARES I ACTUALLY OWN AND CAN TENDER (SELL)?
If you have shares of Limited stock outright, or through SARP or ESPP, you
will be receiving detailed information regarding the tender offer and how many
shares you own. You may receive multiple packages, if you own shares through
more than one plan or brokerage account, therefore it is important that you
read each package in detail.
WHO CAN I TALK WITH TO GET MORE INFORMATION ABOUT WHAT THIS ALL MEANS TO ME?
If you own shares of Limited, Inc. stock, we recommend that you wait until you
receive your tender offer package(s) in the mail, and have had an opportunity
to review the details of the offer. Then, if you have questions regarding
your personal situation, beginning on Thursday, February 1, you may call
Merrill Lynch at 1-800-621-3777 for assistance. This number is available from
8 a.m. through 7 p.m. EST Monday through Friday - again beginning on February
1.
WHAT PRICE WILL I GET FOR THE LIMITED SHARES THAT I SELL?
If you decide to tender (sell) some or all of your shares, you will receive
$19 for each share that is accepted to be purchased. What this means, is that
the Company is offering to pay $19 for each share it accepts, but can only
purchase a total of 85 million shares. If, at the end of the tender period,
more than 85 million shares has been tendered (offered to be sold), then the
number of shares will be "prorated". For example, if 85 million shares can
be bought by the company, and 170 million shares are tendered by shareholders,
then 50% of what each shareholder offered to sell will actually be bought.
Special procedures will apply to shareholders whose total shares owned are
less that 100 shares. The tender offer package will explain these procedures.
HOW LONG DO I HAVE TO DECIDE WHAT I WANT TO DO?
The tender period will begin on Thursday, February 1, and end on Wednesday,
March 6, unless extended by the Company. You will need to read your tender
materials carefully to ensure you comply with and respond by the deadline
outlined in each package.
WHEN WILL I KNOW HOW MANY OF MY LIMITED, INC. SHARES HAVE BEEN SOLD?
At the end of the tender period, all of the shares that have been offered to
be sold by shareholders will be tallied, and if there is a need to prorate the
number of shares, it will be done at that time. Once all of that is complete,
you will be notified within a couple of weeks of the percentage of the shares
tendered that were sold.
WHAT IF I DO NOT WANT TO SELL?
If you do not want to sell your shares, do nothing.
IF I DECIDE TO SELL, WHEN WILL I GET MY MONEY?
If you decide to sell, the purchase price will be paid to you as soon as
practicable after the percentage of the shares tendered that the Company will
"purchase" is determined.
WILL I HAVE TO PAY BROKERAGE FEES IF I DECIDE TO SELL SOME OF MY LIMITED
SHARES?
No
WILL I HAVE TO PAY ANY TAXES IF I DECIDE TO SELL SOME OF MY LIMITED SHARES?
You may owe taxes on the sale of your shares, as you would normally. If you
have questions, we encourage you to talk to your tax advisor about your
personal situation.
IF I OWN STOCK IN INTIMATE BRANDS, ARE THOSE AFFECTED?
This tender offer applies only to shares of Limited, Inc. stock. If does not
apply to any shares you may own in Intimate Brands.
Exhibit (c)(1)
CONFORMED COPY
CONTINGENT
STOCK REDEMPTION AGREEMENT
dated as of
January 26, 1996
among
THE LIMITED, INC.,
LESLIE H. WEXNER
and
THE WEXNER CHILDREN'S TRUST
CONTINGENT STOCK REDEMPTION AGREEMENT
THIS CONTINGENT STOCK REDEMPTION AGREEMENT (the "AGREEMENT") is
made and entered into as of January 26, 1996 among The Limited, Inc., a
Delaware corporation (the "COMPANY"), Leslie H. Wexner, in his individual
capacity, (in such capacity, the "PRINCIPAL STOCKHOLDER"), and Leslie H.
Wexner, as Trustee (in such capacity, the "TRUSTEE") of The Wexner Children's
Trust under a Trust Agreement dated January 24, 1996 (the "TRUST").
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. (a) The following terms, as
used herein, have the following meanings:
"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control
with such Person. For the purpose of this definition, the term "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise.
"BUSINESS DAY" means each day other than Saturdays, Sundays and
days when commercial banks are authorized or required to be closed for
business in New York City, New York.
"CLOSING" means any closing of a redemption of Subject Shares
pursuant to Section 2.01 or 2.02 hereof, as the case may be.
"COMMON STOCK" means the common stock, par value $.50 per
share, of the Company (or any successor thereto).
"CREDIT AGREEMENT" means any credit or similar agreement
providing for the making of loans or other financial accommodations to a
Holder of the Section 2.01 Redemption Right or any portion thereof.
"EFFECTIVE DATE" means the earlier to occur of (i) the day
immediately preceding the date of the commencement of the Tender Offer or (ii)
February 2, 1996.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"GUARANTY" means any guaranty of the obligations of the Company
hereunder entered into pursuant to Section 3.06.
"HOLDER" means the Trust, any Permitted Transferee and any
other Person to whom rights or obligations under this Agreement have been
transferred in accordance with the terms hereof.
"IMMEDIATE FAMILY" shall be defined as in Rule 16a-1(e) under
the Exchange Act.
"PERMITTED TRANSFEREE" means (i) the Principal Stockholder,
(ii) any member of the Immediate Family of the Principal Stockholder, (iii)
any corporation, partnership, trust or other entity all of the
stockholders, partners, owners or beneficiaries of which are the Principal
Stockholder, members of the Immediate Family of the Principal Stockholder
or any Person qualified as tax-exempt under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, and (iv) the estate or personal
representative of (A) the Principal Stockholder or (B) any member of the
Immediate Family of the Principal Stockholder.
"PERSON" means an individual or a corporation, partnership,
trust, or any other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.
"REDEMPTION PRICE" means the price per share, as adjusted from
time to time in accordance with the terms of Sections 2.07 and 2.08 hereof, at
which the Subject Shares may be redeemed in accordance with the terms and
conditions of this Agreement.
"SUBJECT SHARES" means (i) as of the Effective Date, 18,750,000
shares of Common Stock, and (ii) as of any subsequent date, the number of
shares of Common Stock (and the number of shares, units or amounts of each
such other security or other property, which, as of such date, is a Subject
Share in accordance with the terms and provisions hereof) which are subject to
redemption hereunder (either pursuant to Section 2.01 or 2.02), as adjusted
from time to time in accordance with the terms hereof.
"TENDER OFFER" means the offer by the Company to purchase up
to 85 million shares of Common Stock to be commenced on or about February
1, 1996.
"TRANSFEREE" means a Person to whom a Transfer has been made.
"TRUST AGREEMENT" means the Declaration of Trust made as of
January 24, 1996 by Leslie H. Wexner, as Settlor and as Trustee.
(b) Each of the following terms is defined in the Section set
forth opposite such term:
Term Section
---- -------
Aggregate Common Stock Component 2.07(c)
Cash Collateral 3.05(a)
Constituent Person 2.09
Current Market Price
Per Common Share 2.07(d)
Custodian 3.04(a)
Custodian's Notice 3.05(a)
Custody Account 3.04
DGCL 2.03(c)
Daily Price 2.07(d)
Determination Date 2.07(c)
Designated Subject Shares 2.07(a)(ii)
Distributee Company 2.06(a)
Extraordinary Dividend 2.07(b)
Minimum Required Amount 3.05
Pledge Agreement 3.04(a)
Permitted Pledgee 2.04(c)
Pre-Distribution
Subject Shares 2.07(a)(i)(c)
Redemption Notice 2.01 and 2.02
Relevant Distribution 2.06(a)
Replaced Shares 2.04(d)
Repurchased Designated
Common Stock 2.07(c)
Rights 2.07(a)
Section 2.01 Redemption Right 2.01
Section 2.02 Redemption Right 2.02
Specified Number 2.07(a)(i)(A)
Subject Share Shortfall 2.07(a)(iii)
Transfer 2.04(a)
Transferee Agreement 2.04(b)
Withdrawn Shares 3.05(a)
ARTICLE II
REDEMPTION RIGHTS
Section 2.01. Redemption Right of the Holder. Subject to the
final sentence of this Section 2.01, from time to time during the period
commencing upon the second annual anniversary of the Effective Date and ending
on the day prior to the fifth annual anniversary of the Effective Date, a
Holder shall be entitled to require the Company to redeem Subject Shares, in
whole or in part, subject to the terms and conditions hereof, if, and only if,
during such period such Holder gives written notice (a "REDEMPTION NOTICE") to
the Company stating the number of Subject Shares to be redeemed (the "SECTION
2.01 REDEMPTION RIGHT"). In such event, the Redemption Price shall be a price
equal to $18.75 per share in cash, as adjusted from time to time in
accordance with Sections 2.07 and 2.08 hereof. The Company shall not be
required to redeem a number of Subject Shares pursuant to this Section 2.01
having an aggregate Redemption Price of less than $200 million, unless all
other Subject Shares shall have been previously, or shall be simultaneously,
redeemed by the Company pursuant to the terms of this Agreement. The number
of Subject Shares from time to time subject to the Section 2.01 Redemption
Right shall be reduced by the number of Subject Shares theretofore redeemed
pursuant to this Section 2.01.
Section 2.02. Redemption Right of the Company. Subject to the
final sentence of this Section 2.02, from time to time during the period
commencing upon the 66th monthly anniversary of the Effective Date and ending
on the day prior to the 72nd monthly anniversary of the Effective Date, the
Company shall have the right to redeem Subject Shares from a Holder that holds
such Subject Shares (or has withdrawn Subject Shares from the Custody Account
in accordance with Section 3.05) subject to the Section 2.02 Redemption Right,
in whole or in part, subject to the terms and conditions hereof, if, and only
if, during such period the Company gives written notice (a "REDEMPTION
NOTICE") to such Holder stating the number of Subject Shares to be redeemed
(the "SECTION 2.02 REDEMPTION RIGHT"). In such event, the Redemption Price
shall be a price equal to $25.07 per share in cash, as adjusted from time to
time in accordance with Sections 2.07 and 2.08 hereof. The Company shall not
be entitled to redeem a number of Subject Shares pursuant to this Section 2.02
having an aggregate Redemption Price of less than $200 million unless all
other Subject Shares shall have been previously, or shall be simultaneously,
redeemed by the Company pursuant to the terms of this Agreement. The number
of Subject Shares from time to time subject to the Section 2.02 Redemption
Right shall be reduced by the number of Subject Shares theretofore redeemed
pursuant to either the Section 2.01 Redemption Right or the Section 2.02
Redemption Right.
Section 2.03. Closing. (a) Any Closing shall occur no
later than five Business Days following the receipt by the Company or the
Holder, as the case may be, of a Redemption Notice. A Closing shall be
permitted to occur following the periods specified in Section 2.01 and 2.02
provided that the Redemption Notice shall have been given prior to the
expiration of the applicable period.
(b)(i) At any Closing, the relevant Holder shall deliver, or cause
to be delivered, to the Company a certificate or certificates representing the
securities included in the Subject Shares to be redeemed at such Closing, duly
endorsed for transfer or accompanied by duly executed instruments of transfer,
in each case, with signature guaranteed, against payment therefor pursuant to
paragraph (ii) below. If less than all the securities included in the Subject
Shares represented by any such certificate or certificates are being redeemed,
the Company shall, at any such Closing (or, to the extent that the applicable
Subject Shares are not shares of Common Stock, as soon as practicable
thereafter), deliver to the Custodian, Trust or other Holders, as applicable,
new certificates representing the securities included in the Subject Shares
equal to the difference between the securities included in the Subject Shares
represented by the certificate(s) delivered to the Company and the securities
included in the Subject Shares redeemed. To the extent Subject Shares to be
redeemed at any Closing include property other than securities, title to such
property shall be conveyed, and possession of such property surrendered, to
the Company in a manner appropriate for such property. In the event any
Closing shall occur following a record date for a distribution with respect to
any security constituting a part of the Subject Shares, but prior to such
distribution, the relevant Holder shall not be required to deliver the
security or other property to be distributed in such distribution but,
instead, shall be obligated to deliver an instrument assigning such Holder's
right to receive such security or other property in such distribution with
respect to the Subject Shares so delivered.
(ii) At any Closing, the Company shall deliver to the relevant
Holder, against receipt of the Subject Shares being redeemed at such Closing
in accordance with paragraph (i) above, the aggregate Redemption Price for the
Subject Shares to be redeemed from such Holder at such Closing by wire
transfer of immediately available funds to such bank account as such Holder
shall have specified in writing no later than two Business Days prior to the
Closing.
(c) Notwithstanding any provision of this Agreement to the
contrary, the Company's obligation to effect any Closing shall be subject to
the following conditions: (i) as of the date of the Closing, the relevant
Holder (A) has the legal capacity to deliver for redemption the Subject Shares
and (B) owns the Subject Shares (or is a Permitted Pledgee), and is delivering
such shares to the Company, free and clear of (x) in the case of any pledgee
to whom any Section 2.01 Redemption Right and related Subject Shares shall
have been pledged in accordance with Section 2.04(c) hereof, or any other
Holder following a Transfer contemplated by clause (ii), (iii) or (iv) of such
Section 2.04(c), all claims, charges, encumbrances, or security interests
created by or arising or attaching through such pledgee or Holder and (y) in
the case of any other Holder, all claims, charges, encumbrances or security
interests of any nature whatsoever, except, in each case, a pledge or security
interest granted pursuant to Section 3.04 hereof; (ii) as of the date of the
Closing, the Company is not prohibited from redeeming the Subject Shares by
reason of clause (a)(1) of Section 160 of the Delaware General Corporation Law
("DGCL"); (iii) no preliminary or permanent injunction or other order by any
court of competent jurisdiction prohibiting the consummation of the
transaction shall be in effect and (iv) the relevant Holder shall have
confirmed in writing to the Company as of the Closing Date the accuracy of the
matters referred to in clause (i) of this Section 2.03(c).
Section 2.04. Transfer of the Section 2.01 Redemption Right
and the Subject Shares. (a) Any Holder shall have the right to transfer,
sell, assign, bequeath or otherwise dispose of (together, "TRANSFER"), from
time to time, in whole or in part, the Section 2.01 Redemption Right to any
Permitted Transferee; provided the Transferee of the Section 2.01
Redemption Right, at the time of the Transfer and at all times during which
such Transferee holds the Section 2.01 Redemption Right, holds the number
of Subject Shares from time to time required to exercise the Section 2.01
Redemption Right in full (it being understood that such Subject Shares need
not have been owned by the Transferor of the Section 2.01 Redemption
Right), and provided further, that as a condition to such Transfer, such
Transferee shall enter into a written agreement reasonably satisfactory to
the Company to the effect that such Transferee shall be bound by the terms
and provisions of this Agreement applicable to Holders of a Section 2.01
Redemption Right, including, without limitation, the terms of the
immediately foregoing proviso.
(b) Each of the Trust and any Permitted Transferee shall have the
right to Transfer at any time following the third annual anniversary of the
Effective Date, in whole or, subject to the final sentence of this Section
2.04(b), in part, the Section 2.01 Redemption Right, to any Person other than
a Permitted Transferee, provided that (A) the number of Subject Shares to
which the Transferred Section 2.01 Redemption Right relates shall be
Transferred together with such Section 2.01 Redemption Right and (B) as a
condition to such Transfer, the Transferee shall enter into a written
agreement reasonably satisfactory to the Company to the effect that such
Transferee shall (i) be a "Holder" hereunder, (ii) be bound by the terms and
provisions of this Agreement applicable to Holders, (iii) hold such Section
2.01 Redemption Right (or portion thereof) (and the related Subject Shares)
for investment purposes only, (iv) not engage (and shall not permit any other
Person to engage) in any options, hedging, derivatives or similar transactions
or arrangements with respect to such Section 2.01 Redemption Right (or portion
thereof) or the Subject Shares related thereto and (v) not Transfer such
Section 2.01 Redemption Right (or portion thereof) or Subject Shares except in
accordance with this Section 2.04 (such agreement, a "TRANSFEREE AGREEMENT").
Unless such Transferee shall continue to hold Subject Shares subject to the
Section 2.02 Redemption Right, upon expiration or termination of the Section
2.01 Redemption Right, any Transferee Agreement relating thereto shall also
expire or terminate. In the case of a partial Transfer of the Section 2.01
Redemption Right pursuant to this Section 2.04(b), such Transfer shall be made
only with respect to a portion of such Section 2.01 Redemption Right in
respect of Subject Shares having an aggregate Redemption Price at least equal
to $200 million, unless the number of Subject Shares which have not been
previously or simultaneously redeemed pursuant to this Agreement shall have an
aggregate Redemption Price of less than $200 million (in which case the
Section 2.01 Redemption Right may be Transferred only in its entirety).
(c) The Trust or any Permitted Transferee shall have the right to
pledge the Section 2.01 Redemption Right (and related Subject Shares), from
time to time, in whole or in part, to any financial institution reasonably
satisfactory to the Company to secure such Holder's obligations under a Credit
Agreement; provided that, as a condition to such pledge, the pledgee shall
enter into a written agreement reasonably satisfactory to the Company intended
to protect the Company's rights under this Agreement. Any such pledgee is
referred to herein as a "PERMITTED PLEDGEE". Notwithstanding any contrary
provision of Section 2.01, the Section 2.01 Redemption Right shall be
exercisable beginning on the first annual anniversary of the Effective Date by
a Permitted Pledgee following the occurrence of a default under the applicable
Credit Agreement or by any Holder of the Section 2.01 Redemption Right and
related Subject Shares following a Transfer thereof pursuant to an exercise of
remedies by a Permitted Pledgee (whether by foreclosure of its pledge or the
exercise of other legal or equitable remedies) or pursuant to a Transfer made
in lieu of foreclosure following a default under the applicable Credit
Agreement. In the event of any default under a Credit Agreement entitling a
Permitted Pledgee to exercise or Transfer the Section 2.01 Redemption Right,
then such Permitted Pledgee shall have the right to:
(i) exercise the Section 2.01 Redemption Right at any time
prior to effecting any Transfer thereof, by foreclosure or otherwise;
(ii) effect a Transfer of the Section 2.01 Redemption Right
(and related Subject Shares), by foreclosure or otherwise, to a
Permitted Transferee, but in such event the Section 2.01
Redemption Right shall not be exercisable prior to the second
annual anniversary of the Effective Date (except in accordance
with this Section 2.04(c) if pledged by such Permitted Transferee
to another Permitted Pledgee);
(iii) effect a Transfer of the Section 2.01 Redemption Right
(and related Subject Shares), by foreclosure or otherwise, to any
Person (including, without limitation, itself); provided that the
Transferee executes and delivers a Transferee Agreement and holds the
Section 2.01 Redemption Right (and related Subject Shares) subject to
the terms thereof; or
(iv) effect a Transfer of the Section 2.01 Redemption Right
(and related Subject Shares), by foreclosure or otherwise, to any
Person (including, without limitation, itself) other than in
accordance with the foregoing clauses, but in such event the Section
2.01 Redemption Right so Transferred shall terminate 15 Business Days
after the date of consummation of such Transfer unless such Person is
a Permitted Pledgee (or an affiliate thereof) and executes an
agreement whereby such Person agrees not to Transfer the Section 2.01
Redemption Right (and related Subject Shares) other than in
accordance with clause (ii) or (iii) above, in which case the Section
2.01 Redemption Right so Transferred shall terminate 15 Business Days
after the later to occur of (A) the date of consummation of such
Transfer and (B) the first annual anniversary of the Effective Date.
A Transfer may be made as contemplated by clause (ii), (iii) or
(iv) above only if the Person to whom such Transfer is made assumes the
obligations of a Holder hereunder with respect to the Section 2.02 Redemption
Right to the extent of the Subject Shares Transferred; provided that such
assumption shall not be required if such Subject Shares constitute Withdrawn
Shares, or Replaced Shares, at the time of such Transfer.
In addition to the foregoing, following the expiration of the
Section 2.01 Redemption Right, the Trust or any Permitted Transferee shall be
permitted to pledge the Subject Shares, subject to the Section 2.02 Redemption
Right, on the same terms as are applicable to a pledge of the Section 2.01
Redemption Right (and the related Subject Shares) under this Section 2.04(c).
(d) No Holder shall be permitted to Transfer any Subject Shares
except (i) in connection with a Transfer of the Section 2.01 Redemption Right
in accordance with Section 2.04(a), (b) or (c) or (ii) Withdrawn Shares or
Replaced Shares. All Subject Shares (other than Withdrawn Shares or Replaced
Shares) Transferred in accordance with Section 2.04(a), (b) or (c) shall
at all times remain subject to the Section 2.02 Redemption Right.
Notwithstanding the foregoing, the Trust shall be entitled from time to
time to deposit into the Custody Account (or to establish a separate
Custody Account and deposit therein) additional Subject Shares which shall
immediately become subject to the Section 2.02 Redemption Right (or cash in
the Minimum Required Amount) in lieu of an equivalent number of Subject
Shares then held by another Holder (designated by the Trustee) ("REPLACED
SHARES"), and (i) the Company shall thereupon issue or, to the extent
possible, cause to be issued to such Holder new certificates representing
the Replaced Shares without the legend referred to in Section 2.04(f) and
(ii) such Replaced Shares shall no longer be subject to the Section 2.02
Redemption Right.
(e) Except as expressly permitted by Section 2.04(a), (b), and
(c), a Section 2.01 Redemption Right may not be Transferred by any Holder;
provided that, notwithstanding any contrary provision in this Section 2.04,
it is understood that any Transfer of Subject Shares and the Section 2.01
Redemption Right pursuant to enforcement of the Guaranty (or any drawing under
a letter of credit issued to support obligations under the Guaranty) shall not
be prohibited by any provision of this Agreement.
(f) All Subject Shares from time to time subject to the
Section 2.02 Redemption Right shall bear a legend to such effect.
Section 2.05. Transfer of Section 2.02 Redemption Right. The
Company shall have the right to transfer, from time to time, in whole or in
part, the Section 2.02 Redemption Right to any Affiliate, including, without
limitation to a Distributee Company in connection with any Relevant
Distribution; provided, however, that (i) no such transfer shall relieve the
Company of its obligation to pay the aggregate Redemption Price in respect of
the Section 2.01 Redemption Right, unless the Distributee Company shall have
assumed such obligation, and (ii) the Guaranty and all other credit support
referred to in Section 3.06 hereof shall remain in effect.
Section 2.06. Certain Adjustments to the Subject Shares. (a)
In the event the Company shall fix a record date for the distribution to
holders of Common Stock of any security representing an interest in any
business theretofore owned or controlled by the Company, immediately following
the effective date of such distribution (a "RELEVANT DISTRIBUTION"), each
Subject Share shall be deemed to consist of the share or shares of Common
Stock and other securities and other assets, if any, which, as of the date
immediately prior to such distribution, constituted a Subject Share, plus such
security, or portion thereof, to be received by the holders of Common Stock in
such distribution in respect of the share or shares of Common Stock included
in one Subject Share immediately prior to such distribution. If, in
connection with any such distribution, the Company's obligations under the
Section 2.01 Redemption Right and the Company's rights under the Section 2.02
Redemption Right are transferred to the entity the stock of which is being
distributed to holders of Common Stock (the "DISTRIBUTEE COMPANY"), (i) an
adjustment in the number and type of securities included in one Subject Share
shall be made in accordance with the first sentence of this Section 2.06(a),
(ii) the Distributee Company shall be deemed the successor to the Company for
all purposes of this Agreement and (iii) without limiting the generality of
the foregoing, for purposes of determining whether any adjustment is required
pursuant to Section 2.06, 2.07, 2.08 or 2.09 as a result of any action taken
or event occurring after the date of such distribution, all references to the
Company shall be deemed to be references to the Distributee Company and all
references to Common Stock shall be deemed to be references to the common
stock of the Distributee Company received in the Relevant Distribution. The
foregoing adjustments shall be made successively whenever a record date is
fixed and, in the event that such distribution is not so made, the composition
of the Subject Shares shall again be adjusted to be such Subject Shares which
would then be in effect if such record date had not been fixed.
(b) In case the Company shall at any time after the date hereof (i)
declare a dividend, or make a distribution on Common Stock, payable in Common
Stock, (ii) subdivide or split the outstanding Common Stock, (iii) combine or
reclassify the outstanding Common Stock into a smaller number of shares, or
(iv) issue any shares of its capital stock in a reclassification of Common
Stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), each Subject
Share shall thereafter consist of (x) the number of shares of Common Stock or
portions thereof resulting from such dividend, distribution, subdivision,
split, combination or reclassification in respect of the number of shares of
Common Stock or portions thereof thereto fore contained in a Subject Share and
(y) all other assets and property theretofore contained in a Subject Share.
Such adjustment shall be made successively whenever any event listed above
shall occur.
(c) All calculations required by this Section 2.06 shall be made to
the nearest one hundredth of a share.
Section 2.07. Certain Additional Adjustments.
(a)(i) In case the Company shall fix a record date for the issuance to all
holders of Common Stock of rights, options, warrants, convertible securities
or other securities entitling such holders to subscribe for or purchase shares
of Common Stock (or securities convertible into shares of Common Stock)
(collectively, "RIGHTS") and the price per share of Common Stock (or the
conversion price per share of Common Stock, if a security convertible into
shares of Common Stock) to be paid upon exercise or conversion thereof is less
than the Current Market Price Per Common Share on such record date, then:
(A) unless the relevant Holder elects to have the provisions of
clause (iii) of this Section 2.07(a) apply, the Specified Number of
shares of Common Stock theretofore withdrawn from the Custody Account
as a result of the substitution of Cash Collateral shall be replaced
in the Custody Account at least two Business Days prior to the record
date for such issuance and such replacement shares of Common Stock
shall remain in the Custody Account through such record date (For
purposes of this clause (A), the term "Specified Number" means a
number of shares of Common Stock equal to the excess, if any, of (1)
the number of shares of Common Stock then required (together with all
other assets comprising Subject Shares) to satisfy the Section 2.02
Redemption Right in full over (2) the sum of the number of shares of
Common Stock then subject to a security interest of Permitted
Pledgees and the number of shares of Common Stock subject to the
Section 2.02 Redemption Right but not subject to such security
interest.);
(B) all Rights received in respect of Common Stock constituting
a part of the Designated Subject Shares, from and after the
distribution thereof, may not be Transferred (other than in
connection with a Transfer of Subject Shares);
(C) until such time as such Rights included in the Designated
Subject Shares expire or are exercised or converted, each Subject
Share shall be deemed to consist of each share of Common Stock
included in a Subject Share in respect of which such Rights were
issued and such other securities and other assets, if any, which, as
of such record date constituted a Subject Share (together, a
"Pre-Distribution Subject Share") plus the number of Rights
determined by dividing (1) the total number of unexercised or
unconverted Rights included in the Designated Subject Shares, by (2)
the number of Subject Shares;
(D) to the extent such Rights included in the Designated
Subject Shares are exercised or converted, from and after the time of
such exercise or conversion each Subject Share shall be deemed to
consist of a Pre-Distribution Subject Share plus any unexpired,
unexercised and unconverted Rights included therein pursuant to
clause (C) above, plus (x) a number of shares of Common Stock with a
Current Market Price Per Common Share (measured as of the record
date) equal to the difference between (1) the aggregate Current
Market Price Per Common Share (determined as aforesaid) of the
shares of Common Stock received upon such exercise or conversion
of Rights included in the Designated Subject Shares minus (2) the
aggregate price paid by the relevant Holder upon such exercise or
conversion divided by (y) the number of Subject Shares.
(ii) For purposes hereof, "DESIGNATED SUBJECT SHARES" means,
at any time, particular Subject Shares equal to the total number of Subject
Shares at the time, determined by reference to (A) first, to the extent that
any Subject Shares have been pledged, together with related Section 2.01
Redemption Rights, to a Permitted Pledgee, the number of Subject Shares so
pledged and (B) second, to the extent that the total number of Subject Shares
at the time exceeds the Designated Subject Shares specified in clause (A) of
this Section 2.07(a)(ii), the Subject Shares in the Custody Account.
(iii) For purposes of this Section 2.07(a), if on any record date
referred to in clause (i) of this Section 2.07(a), the aggregate number of
Designated Subject Shares shall be less than the aggregate number of Subject
Shares (such shortfall, the "SUBJECT SHARE SHORTFALL") each Subject Share
shall be adjusted pursuant to clause (i)(D) of this Section 2.07(a) as if, in
addition to the Rights actually exercised in respect of actual Designated
Subject Shares, all Rights in respect of a number of Designated Subject Shares
equal to the Subject Share Shortfall had been exercised on such record date.
(iv) The adjustments set forth above shall be made successively
whenever a record date is fixed or any Right is exercised or converted, as the
case may be; and in the event that such Rights are not so issued or expire
unexercised, each Subject Share shall again be adjusted to be such Subject
Shares which would then be in effect if such record date had not been fixed.
(b) In case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness, assets or other property
(other than (w) distributions payable in Common Stock or Rights referred to
in, and for which an adjustment is made pursuant to, Section 2.07(a) hereof,
(x) distributions referred to in, and for which an adjustment is made pursuant
to Section 2.06, (y) any regular quarterly or semi-annual dividend payable in
cash or (z) any dividend payable in cash other than a regular quarterly or
semi-annual dividend (an "EXTRAORDINARY DIVIDEND") which, individually or
together with all other Extraordinary Dividends paid in such fiscal year, does
not exceed 50% of the aggregate amount of any regular quarterly or semi-annual
dividend or dividends paid in the preceding fiscal year) then (i) in the case
of any distribution of cash, the Redemption Price to be in effect after such
record date shall be reduced by the amount of cash distributed in respect of
the number of shares of Common Stock included in one Subject Share and (ii) in
the case of a distribution of evidences of indebtedness, assets or other
property (other than cash), from and after such record date, each Subject
Share shall be deemed to consist of such number of shares of Common Stock
included in one Subject Share as of such record date, and such other
securities and other assets, if any, which, as of such record date,
constituted one Subject Share, plus such evidences of indebtedness, assets or
other property received by the Holder in respect of such number of shares of
Common Stock in such distribution. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, each Redemption Price or the composition of the
Subject Shares, as the case may be, shall again be adjusted to be such
Redemption Price or such Subject Shares, as the case may be, which would then
be in effect if such record date had not been fixed.
(c) In case at any time or from time to time the Company or any
subsidiary thereof shall repurchase, by self tender offer (excluding for this
purpose, open market purchases), any shares of Common Stock of the Company
included in any Designated Subject Shares at a weighted average purchase price
in excess of the Current Market Price Per Common Share on the Business Day
immediately prior to the earliest date of such repurchase, the commencement of
an offer to repurchase or the public announcement of either (such date being
referred to as the "DETERMINATION DATE"), (i) each Subject Share shall
thereafter consist of (A) all property and assets other than shares of Common
Stock included in one Subject Share on the Determination Date and (B) a number
of shares of Common Stock equal to the number of shares of Common Stock
included in one Subject Share on the Determination Date multiplied by a
fraction the numerator of which is (I) the aggregate number of shares of
Common Stock included in the total number of Subject Shares on the
Determination Date (such aggregate number of shares of Common Stock, the
"AGGREGATE COMMON STOCK COMPONENT") less (II) the number of shares of Common
Stock included in all Designated Subject Shares on the Determination Date that
are purchased pursuant to such repurchase (the "REPURCHASED DESIGNATED COMMON
STOCK") and the denominator of which is the Aggregate Common Stock Component
as of the Determination Date and (ii) each Redemption Price shall be adjusted
to equal the amount determined by dividing (x) the difference between (A) the
product of the number of Subject Shares outstanding on the Determination Date
multiplied by the Redemption Price theretofore in effect minus (B) the number
of shares of Repurchased Designated Common Stock multiplied by the purchase
price per share of Repurchased Designated Common Stock paid by the Company or
any subsidiary in such repurchase by (y) the total number of Subject Shares.
For purposes of this Section 2.07(c), if on any Determination Date in respect
of any self tender offer there shall exist a Subject Share Shortfall, the
adjustments set forth in the foregoing sentence shall be made as if the number
of shares of Repurchased Designated Common Stock included, in addition to any
shares of Common Stock included in any Designated Subject Shares actually
purchased pursuant to such repurchase, a number of Shares of Common Stock
equal to the number that would have been purchased had a number of shares of
Common Stock equal to the number of shares included in a number of Subject
Shares equal to the Subject Share Shortfall been tendered and purchased on the
basis of the maximum proration possible in respect of such tender offer. In
addition, for purposes of this Section 2.07(c), neither (A) the Tender Offer,
(B) the exercise of the Section 2.01 Redemption Right or the Section 2.02
Redemption Right nor (C) the repurchase or repurchases by the Company or any
subsidiary thereof within any 12 month period of not more than 15% of the
shares of Common Stock outstanding as of the first date of such period, at a
price not in excess of 115% of the Current Market Price Per Common Share as of
the Determination Date of any such repurchase, shall be deemed to constitute a
repurchase to which this Section 2.07(c) applies. An adjustment made pursuant
to this Section 2.07(c) shall become effective immediately after the effective
date of such repurchase.
(d) For the purpose of any computation under Sections 2.07(a), (b)
or (c) hereof, on any Determination Date the "CURRENT MARKET PRICE PER COMMON
SHARE" shall be deemed to be the average (weighted by daily trading volume) of
the Daily Prices (as defined below) per share of the applicable class of
Common Stock for the 20 consecutive trading days immediately prior to such
date. "DAILY PRICE" means the closing price on such day as reported on the
New York Stock Exchange, Inc. Composite Transactions Tape.
(e) No adjustment in the Redemption Price shall be required unless
such adjustment would require an adjustment of at least one percent in such
price; provided that any adjustments which by reason of this Section 2.07(e)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 2.07 shall be
made to the nearest one tenth of a cent.
2.08. Other Adjustments. In the event that the Subject Shares
shall include any shares of capital stock of the Company other than Common
Stock or any shares of capital stock of any other Person, the number of such
other shares and/or the applicable Redemption Price shall thereafter be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained in Sections 2.06, 2.07
and 2.09 hereof. In addition, if (i) the Company effects any distribution or
similar transaction to or in respect of holders of Common Stock involving any
securities representing an interest in any business theretofore owned by the
Company and (ii) the effect of such distribution or similar transaction on the
composition of the Subject Shares is not addressed in Section 2.06, 2.07 or
2.09 hereof, the composition of the Subject Shares shall thereafter be
adjusted in an equitable manner to reflect both the nature of the distribution
or transaction and the purposes of the provisions of Sections 2.06, 2.07 and
2.08.
2.09. Merger, Consolidation or Sale of Assets. In case of
any consolidation of the Company with, or merger of the Company into, any
other Person, any merger of another Person into the Company (other than a
merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) or any sale or transfer of
all or substantially all of the assets of the Company or of the Person formed
by such consolidation or resulting from such merger or which acquires such
assets, as the case may be, the portion of one Subject Share consisting of
Common Stock shall thereafter be the kind and amount of securities receivable
upon such consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock equal to the number of shares of Common Stock included
in one Subject Share immediately prior to such consolidation, merger, sale or
transfer, assuming (i) such holder of Common Stock is not a Person with which
the Company consolidated or into which the Company merged or which merged into
the Company or to which such sale or transfer was made, as the case may be
("CONSTITUENT PERSON"), or an Affiliate of a Constituent Person and (ii) in
the case of a consolidation, merger, sale or transfer which includes an
election as to the consideration to be received by the holders, (A) such
holder made the election actually made in respect of the Designated Subject
Shares and (B) if there is a Subject Share Shortfall at the time at which any
such election is to be made, no election was made in respect of a number of
Subject Shares equal to such Subject Share Shortfall, (provided that in the
case of this clause (B), if the kind or amount of securities and other
property receivable upon such consolidation, merger, sale or transfer is not
the same for each share of Common Stock held immediately prior to such
consolidation, merger, sale or transfer by other than a Constituent Person or
an Affiliate thereof and in respect of which such rights of election shall not
have been exercised ("non-electing share"), then for the purpose of clause (B)
of this Section 2.09 the kind and amount of securities and other property
receivable upon such consolidation, merger, sale or transfer by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Adjustments for events
subsequent to the effective date of such a consolidation, merger and sale of
assets shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Agreement. In the event the Company is not the surviving
entity, this Agreement shall be assumed by the Person with whom such
transaction is effected and any such resulting or surviving corporation shall
expressly assume the obligation to deliver, upon exercise of the Section 2.01
Redemption Right and the Section 2.02 Redemption Right, the aggregate
Redemption Price. The provisions of this Section 2.09 shall similarly apply
to successive consolidations, mergers, sales, leases or transfers.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.01. Representations and Warranties of the
Company. The Company represents and warrants to the Principal Stockholder and
the Trust that (a) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power and authority to enter into this Agreement and to carry
out its obligations hereunder, (b) the execution and delivery of this
Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company and no other corporate proceedings
on the part of the Company are necessary to authorize this Agreement or any of
the transactions contemplated hereby, and (c) this Agreement has been duly
executed and delivered by the Company and, assuming this Agreement constitutes
a valid and binding obligation of the Principal Stockholder and the Trust,
constitutes a valid and binding obligation of the Company and is enforceable
against the Company in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and the
availability of equitable remedies may be limited by equitable principles of
general applicability.
Section 3.02. Representations and Warranties of the Trustee.
The Trustee represents and warrants to the Company that (i) the Trust has been
duly constituted and is validly existing under the laws of the State of Ohio,
and has the requisite power and authority to enter into this Agreement and to
carry out its obligations hereunder, (ii) the execution and delivery of this
Agreement by the Trustee and the consummation by the Trustee and/or its
successors in trust of the transactions contemplated hereby have been duly
authorized by all necessary action under the Trust Agreement and no other
proceedings on the part of the Trustee or any other Person are necessary to
authorize this Agreement or any of the transactions contemplated hereby, and
(iii) this Agreement has been duly executed and delivered by the Trustee and,
assuming this Agreement constitutes a valid and binding obligation of the
Company and the Principal Stockholder, constitutes a valid and binding
obligation of the Trustee and/or its successors in trust, enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and the availability of equitable
remedies may be limited by equitable principles of general applicability.
Section 3.03. Covenants of the Principal Stockholder. The
Principal Stockholder agrees that he (a) will not, and will cause all members
of his Immediate Family who reside in his household and all other non-natural
Persons referred to in the definition of Permitted Transferees over which he
exercises control not to, tender any shares of Common Stock in the Tender
Offer, and (b) will cause the Trust to comply with all of its obligations
under this Agreement.
Section 3.04. Certain Other Covenants. (a) The Trust agrees
that it will (i) not tender any shares of Common Stock in the Tender Offer,
(ii) on the Effective Date, own not less than 18,750,000 shares of Common
Stock and deposit the certificate or certificates representing such Shares
in a custody account (the "CUSTODY ACCOUNT") with a financial or similar
institution (the "CUSTODIAN") in the manner contemplated in the Pledge
Agreement referred to below; (iii) deposit any certificate or certificates
representing any shares of capital stock or other securities which
hereinafter become Subject Shares in the Custody Account as soon as
practicable following the date on which such securities become Subject
Shares, (iv) upon any exercise of the Section 2.02 Redemption Right unless
such Section 2.02 Redemption Right shall have been assumed by another
Holder in accordance with the terms hereof, will deliver all the Subject
Shares being redeemed free and clear of all liens, charges, encumbrances,
or security interests of any nature whatsoever, (v) at the Effective Date,
own the Subject Shares free and clear of any claims, charges, encumbrances
or security interests other than those created under the Pledge Agreement
or those securing a Credit Agreement as permitted under Section 2.04(c) and
(vi) on or prior to the Effective Date, (A) execute a pledge or similar
agreement (the "PLEDGE AGREEMENT") in form and substance reasonably
satisfactory to the Trust and the Company pursuant to which the Trust shall
grant to the Company and its permitted assigns a security interest in the
Subject Shares and any Cash Collateral that may be collateral after the
date hereof, (B) to the fullest extent permitted by applicable law, give,
execute, file and record any notice, financing statement, continuation
statement or other instrument, document or agreement that the Company may
reasonably consider necessary or desirable to create, perfect, continue or
validate such security interest or to exercise or enforce the Company's
rights with respect to such security interest and (C) appoint the Company
as its attorney-in-fact to execute, file and record any such documents.
The Company hereby acknowledges and agrees that, in the event the Trust
shall enter into a Credit Agreement containing an obligation on the part of
the Trust for borrowed money for which any Subject Shares shall be pledged
as security, the security interest referred to in this Section 3.04(a)(vi)
shall be subordinated to any security interest in such Subject Shares
required by and granted to any lender (or agent thereof) in connection with
any such borrowing.
(b) Upon any exercise of the Section 2.02 Redemption Right,
each Holder (other than the Trust (the obligations of which are set forth in
Section 3.04(a)) and a Permitted Pledgee (the obligations of which will be set
forth in agreements to be entered into between the Company and such Permitted
Pledgee) shall deliver the Subject Shares being redeemed free and clear of (x)
in the case of any pledgee to whom the Subject Shares shall have been pledged
in accordance with Section 2.04(c) hereof, or any other Holder following a
Transfer contemplated by clause (ii), (iii) or (iv) of such Section 2.04(c),
all claims, charges, encumbrances or security interests created by or arising
or attaching through such pledgee or Holder and (y) in the case of any other
Holder, all claims, charges, encumbrances or security interests of any nature
whatsoever.
Section 3.05. Substitution of Collateral. (a) The Trust shall
be permitted, from time to time, to withdraw Subject Shares from the Custody
Account and the security interest under the Pledge Agreement, provided,
however, that the Trust shall substitute therefor, in a manner and pursuant to
agreements and arrangements reasonably satisfactory to the Company under which
the Company shall have a perfected security interest therein subject to no
prior liens or security interests other than liens and security interests
theretofore applicable to the Subject Shares withdrawn prior to or
concurrently with any such withdrawal, either (i) an amount in cash (the
"CASH COLLATERAL") at least equal to the Minimum Required Amount or (ii) an
equal number of Subject Shares (the number of Subject Shares from time to
time so withdrawn, "WITHDRAWN SHARES"). The "MINIMUM REQUIRED AMOUNT"
means 120% of the product of the fair market value of the assets comprising
a Subject Share and the number of Withdrawn Shares. For purposes of the
preceding sentence, the fair market value (i) of a share of Common Stock
shall be the Current Market Price Per Common Share as of the Determination
Date or (ii) of any other publicly traded securities shall be deemed to be
the average (weighted by trading volume) of the daily closing prices (as
reported in The Wall Street Journal or other recognized source of financial
information) of such securities on the principal securities exchange on
which, or the principal securities market in which, such securities are
traded during the 20 consecutive trading days immediately prior to such
date and (iii) of any other assets, as determined in good faith by the
Board of Directors of the Company. The required amount of Cash Collateral
shall be recalculated weekly by the Custodian, which shall deliver promptly
(by telecopier in accordance with Section 4.05) a written notice of such
recalculation to the Trust (a "CUSTODIAN'S NOTICE"). Cash Collateral shall
be remitted by the Custodian to, or additional Cash Collateral (or Subject
Shares) which may be required shall be deposited in the Custody Account by,
the Trust based upon the most recent Custodian's Notice, to the extent, but
only to the extent, the value of the Cash Collateral is greater or less
than, as the case may be, the then current Minimum Required Amount. Any
payment by or to the Trust shall be made on the second Business Day after
the date of the Custodian's Notice. Any income in respect of the Cash
Collateral shall be paid to the Trust; provided that any such income shall
be retained by the Custodian to the extent necessary to bring the Trust
into compliance with the provisions of this Section 3.05. Cash Collateral
may be invested only in U.S. Government debt securities having a maturity
of less than 90 days.
(b) If the Company exercises its Section 2.02 Redemption Right,
or the Trust fails to satisfy its obligations pursuant to Section 3.05(a),
upon the Company's instruction the Custodian shall utilize the Cash
Collateral to purchase (within three Business Days after the Redemption
Notice in respect of the Section 2.02 Redemption Right shall have been
given) such number of Subject Shares as are required to satisfy the Trust's
obligations in respect of the Section 2.02 Redemption Right so exercised.
Section 3.06. Covenants of the Company. The Company agrees
that it shall, prior to the Effective Date (or as promptly as practicable
thereafter), provide credit support in respect of its obligations hereunder on
terms reasonably satisfactory to the Company and the Trust which may include,
among other things, the creation of a bankruptcy remote vehicle, the funding
of such vehicle and the provision by such vehicle of guarantees of or
collateral to support such obligations of the Company, letters of credit to
support such guarantees or obligations and/or reimbursement obligations in
respect of such letters of credit.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Expenses. (a) Except as otherwise agreed by
the parties and except as provided in Section 4.01(b) hereof, each party
hereto will pay all of its own expenses in connection with the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of its counsel and other advisers, whether or not the transactions
contemplated herein are consummated. Any fees, commissions, and other
payments owing to a party's financial advisors in connection with this
Agreement shall be borne solely by that party.
(b) The Company shall pay any transfer taxes incurred by the Holder
as a result of the exercise of the Section 2.01 Redemption Right or the
Section 2.02 Redemption Right, provided, however, that if the Holder shall
request the Company to pay any portion of the aggregate Redemption Price to a
Person other than the registered holder of the Subject Shares represented by
the certificate or certificates surrendered in exchange therefor, it shall be
a condition to such payment that the Holder shall pay to the Company any
transfer taxes required to be paid as a result of such payment to a Person
other than the registered holder of such Subject Shares or establish to the
satisfaction of the Company that such tax has been paid or is not payable.
Section 4.02. Public Announcements. Except as required by
applicable law or regulations, the Principal Stockholder and the Company shall
jointly approve any public announcements relating to the transactions
described herein. Each party agrees to cooperate with the other in the
preparation of any governmental filing relating to the transactions
contemplated hereby.
Section 4.03. Mutual Cooperation. Each of the parties
hereto hereby agrees to reasonably cooperate with each other party in seeking
the successful consummation of the transactions contemplated herein and to use
its or his best efforts promptly to take all such actions as may be necessary
or appropriate to consummate the transactions contemplated herein.
Section 4.04. Amendment; Assigns. This Agreement may
not be modified, amended, altered or supplemented except by an agreement in
writing executed by each of the parties hereto. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
Section 4.05. Notices. All notices, requests, demands and
other communications hereunder shall be in writing and shall be either (i)
hand-delivered, (ii) delivered by reputable overnight courier delivery or
(iii) sent by telecopy (with receipt confirmed) and shall be deemed given
upon delivery when hand-delivered, or one business day after having been
deposited with the overnight courier service or upon receipt of
confirmation of telecopier, addressed as follows (or to such other address
as a party may designate by notice to the other):
If to the Principal Stockholder:
Leslie H. Wexner
c/o The Limited, Inc.
Three Limited Parkway
P. O. Box 16000
Columbus, Ohio 43216
Facsimile: (614) 479-7208
If to the Trust:
The Wexner Children's Trust
c/o The Limited, Inc.
Three Limited Parkway
P. O. Box 16000
Columbus, Ohio 43216
Attn: Leslie H. Wexner, Trustee
Facsimile: (614) 479-7208
With a copy to:
Weil Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
Attn: Dennis J. Block
Facsimile: (212) 310-8007
If to the Company:
The Limited, Inc.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
Attn: Samuel P. Fried
Facsimile: (614) 479-7188
With a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attn: David L. Caplan
Facsimile: (212) 450-4800
Section 4.06. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same document.
Section 4.07. Governing Law. This Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
New York.
Section 4.08. Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 4.09. Third Party Beneficiaries. Nothing in this
Agreement, expressed or implied, shall be construed to give any person other
than the parties hereto and their successors and permitted assigns any legal
or equitable right, remedy or claim under or by reason of this Agreement or
any provision contained herein.
Section 4.10. Entire Agreement. This Agreement and any documents
delivered by the parties pursuant hereto, constitutes the entire
understanding and agreement of the parties hereto with regard to the
subject matter hereof and thereof, and supersedes all prior agreements and
understandings, written or oral, between the parties relating to the
subject matter hereof.
Section 4.11. Injunctive Relief. Each of the parties hereto
acknowledges and agrees that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that, to the fullest extent permitted under applicable
law, the parties shall be entitled to an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement and to enforce
specific performance of the terms and provisions hereof in any court of the
United States of America or any state thereof having jurisdiction, this
being in addition to any other remedy to which they may be entitled at law
or in equity.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
THE LIMITED, INC.
By: /s/ Kenneth B. Gilman
----------------------------
Name: Kenneth B. Gilman
Title: Vice Chairman
LESLIE H. WEXNER
/s/ Leslie H. Wexner
----------------------------
/s/ Leslie H. Wexner
----------------------------
LESLIE H. WEXNER,
as Trustee of The
Wexner Children's Trust