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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 17, 1998
Date of Report (Date of earliest
event reported)
THE LIMITED, INC.
(Exact name of registrant as specified in its charter)
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Delaware 1-8344 31-1029810
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File no.) Identification No.)
Three Limited Parkway
P.O. Box 16000
Columbus, OH 43230
(614) 479-7000
(Address of principal executive offices)
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Item 5. Other Events
On February 17, 1998, The Limited, Inc. ("The Limited") issued a press
release relating to, among other things, its fourth quarter results and the
proposed exchange offer to be conducted by The Limited, in which The Limited
will be offering to exchange shares of the common stock of Abercrombie & Fitch
Co., a subsidiary of The Limited and a Delaware corporation, for shares of The
Limited's common stock, subject to the terms and conditions of such exchange
offer. The February 17, 1998 press release is attached as Exhibit 99.1 to the
Form 8-K and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated February 17, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE LIMITED, INC.
By: /s/ Kenneth B. Gillman
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Name: Kenneth B. Gilman
Title: Vice Chairman of the Board of
Directors and Chief Administrative
Officer
February 18, 1998
EXHIBIT INDEX
99.1 Press Release dated February 17, 1998
Exhibit 99.1
[Letterhead of The Limited, Inc.]
Contact:
Rita Trevino Flynn
The Limited, Inc.
614-415-7555
THE LIMITED, INC. ANNOUNCES INCREASES IN FOURTH QUARTER SALES AND
EARNINGS AND FURTHER STEPS TO BUILD SHAREHOLDER VALUE
- Abercrombie & Fitch Co. to Become a Fully Independent Public Company Via
Tax Free Exchange -
- Henri Bendel to Become a One-Store Concept Based in New York -
Columbus, Ohio (February 17, 1998) -- The Limited, Inc. (NYSE/LSE:LTD) reported
today a 10% increase in sales and a 12% increase in earnings from operations for
its fourth fiscal quarter ended January 31, 1998. It also announced a number of
steps consistent with its commitment to building and delivering continually
increasing value to shareholders through heightened focus and disciplined asset
management.
These steps include:
o the complete separation of Abercrombie & Fitch Co. (A&F) from The
Limited, Inc. through a tax-free exchange of Limited shares for the 43
million A&F shares currently owned by The Limited, Inc.;
o the closing of five of six Henri Bendel stores. Bendel's will continue
to operate through its landmark location in New York City;
o the refinement of its current store base, with additional closings of
the Company's least productive stores within its Limited, Lerner, Lane
Bryant and Express women's businesses, and continued expansion of
Victoria's Secret and Bath and Body Works concepts, as announced
January 27th by the majority-owned Intimate Brands Business.
Fourth Quarter and Year-End Results
The Company reported net sales for its fourth quarter ended January 31, 1998 of
$3.268 billion, an increase of 10% from $2.966 billion in net sales reported
last year.
Diluted earnings per share for the fourth quarter of 1997 rose to $.91 from $.81
last year. These figures exclude special and non-recurring items, and Henri
Bendel inventory liquidation charges. Comparable store sales increased 5% from
the same quarter last year.
Diluted earnings per share for the fiscal year, excluding special and
non-recurring items, gains on the sale of subsidiary stock, and Henri Bendel
inventory liquidation charges, rose 9% to $1.25 per share from $1.14 per share a
year ago. Net sales for fiscal 1997 were $9.189 billion, an increase of 6% from
the $8.645 billion reported last year. Comparable store sales were flat with
last year's results.
"Our results for the quarter and year, consistent with Wall Street expectations,
predominately reflect the strong performances of Intimate Brands, Inc.
(NYSE:IBI) and Abercrombie & Fitch Co. (NYSE:ANF) as well as Limited Too," said
Leslie H. Wexner, Chairman and Chief Executive Officer." Our focus continues to
be on enhancing the performance of our women's businesses and instilling greater
discipline in the way we deploy our assets and channel our resources -- time,
talent and money -- to areas where we can achieve the greatest return for our
shareholders.
"During the year we took several steps to stimulate the performance of our
women's businesses," continued Ms. Wexner. "We have transformed our holding
company structure into an activist support center for our businesses, and
created Limited Design Services, Inc., under Marie Holman-Rao, and Limited Brand
and Creative Services, Inc., under Ed Razek, to strengthen our merchandising and
marketing. Our current plans to close another 200 underperforming stores in our
Limited, Lerner, Lane Bryant and Express women's businesses, and close or
downsize up to an additional 80 oversized locations, predominately within these
businesses, which do not fit the Limited brand portfolio, are also indicative of
our commitment.
"We have also heightened our focus with the planned separation of A&F and the
closing of Cacique and five of the six Bendel's stores," said Ms. Wexner.
"Finally during 1997, we sold significant non-core assets for cash proceeds of
approximately $350 million through such actions as the sale of our Newport, New
Jersey office building and our interest in the Tuttle Crossing Mall in Columbus,
and the sale of approximately half of our interest in Brylane, Inc. Further, we
have plans to divest the balance of our Brylane investment."
As a result of its recent actions, the Company recognized total charges of $289
million, or $.60 per share, in the fourth quarter of 1997, consisting of $276
million in special and non-recurring charges and a $13 million charge related to
the liquidation of Henri Bendel inventory. These charges included:
o A $68 million charge for the previously announced closure of the
118-store Cacique business;
o $95 million in total charges related to Bendel's, which include an $82
million special and non-recurring charge related to streamlining
Bendel's and a $13 million cost of sales charge for inventory
liquidation. The charge to cost of sales is in accordance with
Emerging Issues Task Force (EITF) Issue No. 96-9 "Classification of
Inventory Markdowns and Other Costs Associated with a Restructuring";
o An $86 million impaired asset charge to write down to fair value
certain store assets in accordance with Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (SFAS
121). This charge has no cash impact and is simply a required
accounting adjustment to measure the fair value of store assets, and
will provide a non-cash benefit in future periods from reduced
depreciation and amortization;
o A $40 million provision for closing or downsizing approximately 80
oversized stores, primarily in the Limited, Lane Bryant, Lerner and
Express women's businesses, and for writing down certain equity
investments to net realizable value. The Company is in negotiations
with other retailers to assume its leases on these oversized stores.
In addition, the Company plans to close approximately 200 other
underperforming stores in the Limited, Lerner, Lane Bryant and Express
women's businesses by year end.
In accordance with Emerging Issues Task Force (EITF) Issue No. 94-3, which deals
with "Liability Recognition For Certain Employee Termination Benefits and Other
Costs to Exit an Activity", the Company expects, in connection with the
streamlining of Henri Bendel, to record an additional $5 million special and
non-recurring charge in the first quarter of 19998 for Bendel associates
severance costs.
The after-tax cash impact of the total $289 million in charges is estimated at
$25 million.
The Company's full year results also include a third quarter pre-tax gain of
$62.8 million, or $.14 per share, from special and non-recurring items,
principally due to the net gain from the sale of Brylane, Inc. stock.
Independence of Abercrombie & Fitch Co. Via Tax-Free Exchange
Abercrombie & Fitch Co. (A&F) today filed a registration statement with the
Securities and Exchange Commission in connection with a plan to establish
Abercrombie & Fitch as a fully independent company via a tax-free exchange
offer. Limited shareholders will be given the opportunity, if they choose, to
exchange some or all of their Limited shares in return for A&F shares currently
held by The Limited. Through this exchange offer, The Limited intends to
distribute, on a tax-free basis, all of its 43 million shares of A&F to
shareholders of The Limited.
"We believe shareholder value is best served by the full independence of A&F
from The Limited, "said Mr. Wexner. "Our Abercrombie associates have
demonstrated extraordinary success. They have established a wonderful lifestyle
brand and a proven and profitable growth strategy. We believe that as a fully
independent company A&F will benefit from direct accountability to its new
public investors and greater management incentives. At the time, this
transaction allows The Limited to focus its resources on brands where we can add
more value."
In order to facilitate a successful distribution of A&F shares, The Limited
anticipates that the final exchange ratio will provide tendering stockholders
with shares of A&F having a market value greater than the market value of the
Limited shares tendered. In other words, shareholders are expected to receive a
premium on tendered Limited shares, although the amount of that premium, if any,
cannot be predicted at this time.
Mr. Weiner said, "We believe that the exchange offer is the most effective way
of accomplishing the separation. It provides investors with the choice to adjust
their investment between The Limited and A&F on a tax-free basis, and gives
Limited shareholders the opportunity to receive a premium for their Limited
shares. It is also expected to have the effect of increasing The Limited's
earnings per share."
The Company expects the exchange offer to commence late in the first quarter,
following Securities and Exchange Commission review and depending on market
conditions. Specific terms of the transaction will be provided to Limited
shareholders in an Offering Circular-Prospectus. In connection with the exchange
offer, The Limited has retained Goldman, Sachs & Co. to act as dealer manager
and Goldman, Sachs & Co. and NationsBanc Montgomery Securities LLC to serve as
financial advisors. D.F. King & Co., Inc. will act as information agent.
The offer is subject to certain conditions, including that sufficient Limited
shares are tendered so that at least 90% of the A&F shares owned by The Limited
can be exchanged for Limited shares and that the Company receives a favorable
ruling from the Internal Revenue Service that the exchange offer will be
tax-free to shareholders.
Henri Bendel to Become a One-Store Concept
Henri Bendel will become a one-store business based in its premier Fifth Avenue
location. Bendel's stores in Chicago, IL, Columbus, OH, Boston, MA, Troy, MI and
Paramus, NJ will close on February 28, 1998.
"As part of our ongoing review of our businesses, we made the difficult decision
to close five of our six Bendel's stores," said Mr. Weiner. "This decisions was
made only after substantial work to turn around the financial performance of
Bendel's, and the exploration of all other alternatives that would have allowed
these stores to continue.
"We are pleased to preserve the landmark Bendel's location, which represents a
very valuable real estate asset to The Limited," continued Mr. Weiner. "We are
working diligently to redeploy Bendel associates from our closed locations to
other businesses with The Limited family, or to other upscale retailers. The
continued development of the design functions across the businesses and our
national and local expansion plans should facilitate this transition of our
people."
Bendel's had sales of approximately $83 million and cost $28 million on an
operating basis in fiscal 1997, exclusive of the $13 million cost related to the
liquidation of Henri Bendel inventory.
Store Closings and Expansion Plans
As part of its ongoing efforts to reposition its store base, the Company also
announced that it anticipates closing approximately 200 underperforming stores
in its women's businesses during 1998 through lease expirations which will
include Limited, Lerner, Lane Bryant and Express stores. This is in addition to
approximately 200 stores which the Company has closed since December 1996, as
previously disclosed. In addition, the Company is in active negotiations with
other national retailers to assume its leases on up to 80 oversized stores with
longer term lease expirations, principally within the women's businesses.
Approximately 60% of these stores the Company intends to relocate to properly
sized spaces in the same centers. As announced on January 27, 1998, the Company
also has plans, through its majority-owned Intimate Brands, Inc. business, to
add 265 stores in 1998, including 85 Victoria's Secret stores and 180 Bath &
Body Works stores.
"We are committed to continually refining our store base within each of our
concepts to assure that all are operating with an eye to maximizing our profit
potential," said Mr. Weiner. "This will including closing or transitioning
stores to other brands and adding stores as attractive opportunities present
themselves."
The Limited, Inc., through Express, Lerner New York, Land Bryant, Limited
Stores, Henri Bendel, Structure, Limited Too and Galyan's presently operates
3,774 stores. The Company also owns approximately 83% of Intimate Brands, Inc.,
which through the Victoria's Secret and Bath & Body Works brands, presently
operates 1,710 specialty stores and the Victoria's Secret Catalogue. The Company
owns approximately 84% of Abercrombie & Fitch, which currently operates 156
stores.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: All forward looking statements made by the Company involve material risks
and uncertainties and are subject to change based on various important factors
which may be beyond the Company's control. Accordingly, the Company's future
performance and financial results may differ materially from those expressed or
implied in any such forward-looking statements. Such factors include, but are
not limited to, those described in the Company's filings with the Securities and
Exchange Commission. The Company does not undertake to publicly update or revise
the forward-looking statements even if experience or future changes make it
clear that the projected results expressed or implied therein will not be
realized.
A registration statement relating to the A&F transaction has been filed
with the Securities and Exchange Commission but has not yet become effective.
The A&F common stock may not be sold, nor any offers to buy be accepted, prior
to the time the registration statement becomes effective. This release shall not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities law of any such state.
Please contact D.F. King & Co., Inc. the information agent for the
exchange offer, for copies of the Offering Circular-Prospectus, when they become
available. D.F. King's address is 77 Water Street, New York, NY 10005 and the
its phone number is 1-800-549-6864.
Note to Editors and Producers:
B Roll footage is available through the following satellite feeds:
o TUESDAY, FEBRUARY 17, 4:30-5:00 PM EDT
Galaxy 6 Transp. 17, DL 4040, Audio 6.2/6.8
Free from News/Broadcast Network
Technical Info: Shari Smilowitz, 212-889-0888
Story Info: Rita Trevino Flynn, 614-415-7555
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