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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
May 19, 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 (Commission (IRS Employer
jurisdiction File no.) Identification No.)
of incorporation)
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 May 19, 1998, The Limited, Inc. ("The Limited") announced the final
results of its offer (the "Exchange Offer") to exchange up to 43,600,000
shares of Class A common stock, par value $.01 per share (the "A&F Common
Stock"), of Abercrombie & Fitch Co. ("A&F"), which The Limited owns, for
shares of common stock, par value $.50 per share (the "Limited Common Stock"),
of The Limited upon the terms and subject to the conditions stated in the
Offering Circular-Prospectus dated April 15, 1998 (the "Offering
Circular--Prospectus"). The Exchange Offer expired at 12:00 midnight, New York
City time, on Wednesday, May 13, 1998. The Limited accepted for exchange
47,075,052 shares of Limited Common Stock, at a Final Exchange Ratio (as
defined in the Offering Circular-Prospectus) of .86 of a share of A&F Common
Stock for each share of Limited Common Stock. See the press release attached
as Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated May 19, 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. Gilman
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Name: Kenneth B. Gilman
Title: Vice Chairman of the Board of Directors and
Chief Administrative Officer
May 20, 1998
EXHIBIT INDEX
99.1 Press Release dated May 19, 1998
EXHIBIT 99.1
THE LIMITED, INC. ANNOUNCES FINAL RESULTS OF
ABERCROMBIE & FITCH CO. EXCHANGE OFFER
COLUMBUS, Ohio, May 19, 1998 -- The Limited, Inc. (NYSE/LSE: LTD) announced
today the final results of the tax-free exchange offer to establish
Abercrombie & Fitch Co. (NYSE: ANF) (A&F) as an independent company. The
Limited accepted 47,075,052 shares of its common stock to be exchanged at a
ratio of .86 of a share of A&F stock for each Limited share. Share
certificates and cash in lieu of fractional shares are expected to be mailed
to Limited stockholders later this week.
The Limited has set May 29, 1998 as the record date for the
pro-rata spin-off of its remaining 3,115,455 A&F shares. Limited
shareholders as of that date will receive approximately .0137 of a share of
A&F for each Limited share that they own. The spin-off will be consummated
and share certificates and cash in lieu of fractional shares will be
distributed to Limited stockholders in connection with the spin-off as soon
as is practicable thereafter.
The Limited, Inc. through Express, Lerner New York, Lane Bryant,
Limited Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently
operates 3,684 specialty stores. The Company also owns approximately 83% of
Intimate Brands, Inc. (NYSE: IBI) which, through Victoria's Secret Stores and
Bath & Body Works presently operates 1,757 specialty stores and distributes
apparel internationally through the Victoria's Secret Catalogue.
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For further information, please contact: Rita Trevino Flynn
Vice President, Communications
The Limited, Inc.
614-415-7555
www.limited.com