UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 4, 2004
Limited Brands, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-8344 | 31-1029810 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| Three Limited Parkway Columbus, OH |
43230 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(614) 415-7000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
Item 7.01. Regulation FD Disclosure.
The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 4, 2004, Limited Brands, Inc. issued a press release announcing its sales for the month and quarter ended October 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Exhibit 99.1
Press Release dated November 4, 2004 announcing Sales for the month and quarter ended October 30, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Limited Brands, Inc. | ||||
| Date: November 4, 2004 | By | /s/ V. Ann Hailey | ||
| V. Ann Hailey | ||||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit 99.1
LIMITED BRANDS, INC. REPORTS OCTOBER 2004 SALES
Columbus, Ohio (November 4, 2004) — Limited Brands (NYSE: LTD) reported a comparable store sales increase of 14% for the four weeks ended October 30, 2004 compared to the four weeks ended November 1, 2003. Net sales were $633.8 million compared to sales of $556.6 million last year.
The Company reported a comparable store sales increase of 1% for the third quarter ended October 30, 2004. Net sales for the third quarter were $1.891 billion, an increase of 2% compared to sales of $1.847 billion last year. Comparable store sales increased 6% for the year-to-date period and net sales were $6.080 billion compared to sales of $5.703 billion last year.
To hear further commentary provided on Limited Brands’ prerecorded October sales message, call 1-800-337-6551, followed by the passcode LTD (583), or log onto www.Limitedbrands.com for an audio replay.
ABOUT LIMITED BRANDS:
Limited Brands, through Victoria’s Secret, Bath & Body Works, Express, Limited Stores, White Barn Candle Co. and Henri Bendel, presently operates 3,835 specialty stores. Victoria’s Secret products are also available through the catalogue and www.VictoriasSecret.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: All forward-looking statements made by the Company in this press release or the October sales call involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend” and similar expressions may identify forward-looking statements. The following factors, among others, in some cases have affected and in the future could affect the Company’s financial performance and actual results and could cause actual results for 2004 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this press release or the October sales call or otherwise made by management: changes in consumer spending patterns, consumer preferences and overall economic conditions; the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities; our ability to service our debt, any debt we draw down under our credit facilities, and other any debt we incur, and the restrictions the agreements related to such debt impose upon us; our ability to implement our strategic and operational initiatives; the impact of competition and pricing; changes in weather patterns; political stability; postal rate increases and charges; paper and printing costs; risks associated with the seasonality of the retail industry; risks related to consumer acceptance of the Company’s products and the ability to develop new merchandise; the ability to retain, hire and train key personnel; risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner; risks associated with relying on foreign sources of production; risks associated with the possible lack of availability of suitable store locations on appropriate terms and other factors that may be described in the Company’s filings with the Securities and Exchange Commission. The forward-looking information provided in this press release or the October sales call is based on information available to the Company as of the date of this press release. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
ADDITIONAL LEGAL INFORMATION:
This press release and the October sales call are for informational purposes only and do not constitute an offer to buy or the solicitation of an offer to sell shares of Limited Brands’ common stock. The tender offer is being made only pursuant to the Offer to Purchase and the related materials that Limited Brands distributed to shareholders on October 7, 2004. Stockholders should read the Offer to Purchase and the related materials carefully because they contain important information. Stockholders can obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Limited Brands filed with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Stockholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, toll free at 888-628-8208.
# # #
| For further information, please contact: Tom Katzenmeyer SVP, Investor, Media and Community Relations Limited Brands, Inc. 614-415-7076 www.Limitedbrands.com |
For further information regarding the self-tender offer, please contact: D.F. King & Co., Inc. 48 Wall Street New York, NY 10005 888-628-8208 |
LIMITED BRANDS
October 2004
Comparable Store Sales Increase (Decrease):
| October 2004 |
October 2003 |
Third Quarter 2004 |
Third Quarter 2003 |
Year-to-Date 2004 |
Year-to-Date 2003 |
|||||||||||||
| Victoria’s Secret Stores |
16 | % | 4 | % | 13 | % | 5 | % | 11 | % | 4 | % | ||||||
| Bath & Body Works |
11 | % | 3 | % | 9 | % | 3 | % | 13 | % | 2 | % | ||||||
| Express |
16 | % | (10 | )% | (12 | )% | (2 | )% | (3 | )% | (1 | )% | ||||||
| Limited Stores |
5 | % | (7 | )% | (13 | )% | 0 | % | (5 | )% | (3 | )% | ||||||
| Total Apparel |
13 | % | (9 | )% | (13 | )% | (2 | )% | (4 | )% | (1 | )% | ||||||
| Limited Brands |
14 | % | (2 | )% | 1 | % | 2 | % | 6 | % | 1 | % | ||||||
Total Sales (Millions):
| Third Quarter 2004 |
Third Quarter 2003 |
Year-to-date 2004 |
Year-to-date 2003 | |||||||||
| Victoria’s Secret Stores |
$ | 632.0 | $ | 556.6 | $ | 2,007.0 | $ | 1,787.4 | ||||
| Victoria’s Secret Direct |
198.1 | 176.8 | 755.0 | 666.6 | ||||||||
| Total Victoria’s Secret |
$ | 830.1 | $ | 733.4 | $ | 2,762.0 | $ | 2,454.0 | ||||
| Bath & Body Works |
$ | 350.0 | $ | 320.3 | $ | 1,162.3 | $ | 1,035.0 | ||||
| Express |
$ | 449.5 | $ | 503.7 | $ | 1,374.4 | $ | 1,431.0 | ||||
| Limited Stores |
134.9 | 159.5 | 402.5 | 436.7 | ||||||||
| Total Apparel |
$ | 584.4 | $ | 663.2 | $ | 1,776.9 | $ | 1,867.7 | ||||
| Total Other |
$ | 126.4 | $ | 129.9 | $ | 378.7 | $ | 346.5 | ||||
| Limited Brands |
$ | 1,890.9 | $ | 1,846.8 | $ | 6,079.9 | $ | 5,703.2 | ||||
Total Stores:
| Stores Operating at 1/31/04 |
Year-to-date |
Express Integration (see note) |
Stores Operating at 10/30/04 | |||||||||
| Opened |
Closed |
|||||||||||
| Victoria’s Secret Stores |
1,009 | 10 | (18 | ) | — | 1,001 | ||||||
| Bath & Body Works |
1,604 | 8 | (30 | ) | — | 1,582 | ||||||
| Express Women |
562 | 1 | (8 | ) | (67 | ) | 488 | |||||
| Express Men’s |
290 | — | (43 | ) | (1 | ) | 246 | |||||
| Express Dual Gender |
104 | 12 | — | 68 | 184 | |||||||
| Total Express |
956 | 13 | (51 | ) | — | 918 | ||||||
| Limited Stores |
341 | — | (9 | ) | — | 332 | ||||||
| Total Apparel |
1,297 | 13 | (60 | ) | — | 1,250 | ||||||
| Henri Bendel |
1 | 1 | — | — | 2 | |||||||
| Total Limited Brands |
3,911 | 32 | (108 | ) | — | 3,835 | ||||||
Note: “Express Integration” represents conversion of Express Women and/or Express Men stores to Express dual gender stores.