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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Limited, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
532716 10 7
_____________________________
(CUSIP Number)
C.A. Severs, Dewey Ballantine, 1301 Avenue of the Americas,
New York, NY 10019-6092, 212-259-8800
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 6, 1996
_____________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
CUSIP No. 532716 10 7 Page 2 of 7 Pages
________________________ _____________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan Wexner
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Not Applicable
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS*
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 2,074,442
OWNED BY __________________________________________________________________
EACH
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 5,742,484
________________________________________________________________________________
9. SOLE DISPOSITIVE POWER
2,074,442
________________________________________________________________________________
10. SHARED DISPOSITIVE POWER
10,268,220
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,342,662
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
Not Applicable
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
The Limited, Inc.
Schedule 13D
Item 1. Security and Issuer.
___________________
This statement relates to the Common Stock, par value $.50 per
share ("Common Stock"), of The Limited, Inc., a Delaware corporation (the
"Issuer"), having its principal executive offices at Three Limited Parkway,
Columbus, Ohio 43230.
Item 2. Identity and Background.
_______________________
The following information is provided for the person filing
this statement.
(a) Name: Susan Wexner (the "Reporting Person").
(b) Business address: Bedrock Communication Inc., 650 First
Avenue, New York, New York.
(c) Present principal occupation and related information:
Chairman and Chief Executive Officer of Bedrock Communication Inc.,
650 First Avenue, New York, New York, the principal business of which
is publishing.
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Citizenship: United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
The shares of Common Stock beneficially owned by the Reporting
Person were originally acquired in connection with the organization of the
Issuer by members of the family that founded the Issuer, who were at such
time employees and officers of the Issuer. The Reporting Person originally
acquired shares of Common Stock for nominal consideration. In 1986, the
Reporting Person transferred 3,000 shares of Common Stock to The Susan Wexner
Foundation (the "Foundation") as a gift for no consideration. The Reporting
Person retained beneficial ownership of such shares as a trustee of the
Foundation. As described in Item 5(c) below, the Foundation tendered shares
of Common Stock to the Issuer pursuant to the self tender offer for up to
85,000,000 shares of Common Stock concluded on March 6, 1996 (the "Tender
Offer").
On February 24, 1995, Bella Wexner transferred 15,080,736 shares
of Common Stock to an account over which she shared with the Reporting
Person the power to dispose or to direct the disposition of securities
held therein. No funds or other consideration were paid by the Reporting
Person in connection with such transfer. Based upon the number of shares
of Common Stock outstanding at December 1, 1994, as reported in the Issuer's
Form 10-Q for the quarterly period ended October 29, 1994 (the "1994 Form
10-Q"), the Reporting Person became the beneficial owner of approximately
5.3% of the issued and outstanding Common Stock as of February 24, 1995.
As described in Item 5(c) below, 10,555,000 of such shares were subsequently
transferred to the Bella Wexner 1996 Charitable Remainder Unitrust (the
"Unitrust") and certain of such shares were tendered to the Issuer pursuant
to the Tender Offer. In addition, as described in Item 5(c) hereof, the
Reporting Person tendered shares of Common Stock beneficially owned by her
to the Issuer pursuant to the Tender Offer. As of the date hereof the
Reporting Person beneficially owns approximately 4.6% of the issued and
outstanding Common Stock, based on the Issuer's statement in its Final
Amendment to Schedule 13E-4 filed on March 15, 1996 (the "Final Amendment")
that following its purchase of shares of Common Stock pursuant to the Tender
Offer there will be approximately 270.7 million shares of Common Stock
issued and outstanding.
Item 4. Purpose of Transaction.
______________________
The Reporting Person holds the Common Stock for the purpose of
investment, constituting a portion of her securities portfolio. The
Reporting Person intends to reexamine her investment in the Issuer from
time to time and, depending on market conditions and other factors, may
purchase or sell shares of Common Stock, if appropriate opportunities to
do so are available, on such terms and at such times as she considers
advisable.
Subject to the foregoing, the Reporting Person does not have any
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
In addition, and subject to the first paragraph of this Item 4,
since February 25, 1995, the Reporting Person has not had any plans or
proposals which related to or would result in any such actions.
Item 5. Interest in Securities of the Issuer.
____________________________________
(a) As of February 24, 1995, the Reporting Person beneficially
owned 18,897,750 shares of Common Stock, which represented approximately
5.3% of the issued and outstanding shares of Common Stock, based upon the
number of shares of Common Stock outstanding at December 1, 1994, as
reported in the 1994 Form 10-Q.
As of the date hereof, the Reporting Person beneficially owns
12,342,662 shares of Common Stock, which represents approximately 4.6% of
the issued and outstanding shares of Common Stock, based on the Issuer's
statement in the Final Amendment that following its purchase of shares of
Common Stock pursuant to the Tender Offer the Issuer will have approximately
270.7 million shares of Common Stock issued and outstanding.
(b) The number of shares beneficially owned by the Reporting
Person as of February 24, 1995 and as of the date hereof are as follows:
As of As of
February 24, 1995 the date hereof
_________________ ________________
Sole power to vote or
to direct the vote: 3,814,014 2,074,442
Shared power to vote or
to direct the vote: 3,000(1) 5,742,484(2)(3)
Sole power to dispose
or to direct the
disposition: 3,814,014 2,074,442
Shared power to dispose
or to direct the disposition: 15,083,736(1)(4) 10,268,220(2)(3)(5)
_____________________________
(1) Includes 3,000 shares of Common Stock held by the Foundation.
Power to vote or to direct the vote and power to dispose or to direct the
disposition of such shares may be deemed to be shared by the Reporting
Person, Eliot D. Hawkins and Solomon Kamm, as trustees of the Foundation.
The Reporting Person, Eliot D. Hawkins and Solomon Kamm disclaim beneficial
ownership of such shares held by the Foundation. Mr. Kamm has advised the
Reporting Person that, subsequent to January 1, 1993, he has not and he does
not intend to participate in decisions of the Foundation concerning the
voting and/or disposition of shares of stock owned by the Foundation.
(2) Includes 1,632 shares of Common Stock held by the Foundation.
Power to vote or to direct the vote and power to dispose or to direct the
disposition of such shares may be deemed to be shared by the Reporting
Person, Eliot D. Hawkins and Solomon Kamm, as trustees of the Foundation.
The Reporting Person, Eliot D. Hawkins and Solomon Kamm disclaim beneficial
ownership of such shares held by the Foundation. Mr. Kamm has advised the
Reporting Person that, subsequent to January 1, 1993, he has not and he does
not intend to participate in decisions of the Foundation concerning the
voting and/or disposition of shares of stock owned by the Foundation.
(3) Includes 5,740,852 shares of Common Stock held by the Unitrust.
Power to vote or to direct the vote and power to dispose or to direct the
disposition of such shares may be deemed to be shared by the Reporting
Person and Bella Wexner, as trustees of the Unitrust. The Reporting Person
disclaims beneficial ownership of such shares held by the Unitrust.
(4) Includes 15,080,736 shares of Common Stock held by Bella Wexner.
Power to dispose or to direct the disposition of such shares may be deemed
to be shared by the Reporting Person and Bella Wexner. The Reporting
Person disclaims beneficial ownership of such shares.
(5) Includes 4,525,736 shares of Common Stock held by Bella Wexner.
Power to dispose or to direct the disposition of such shares may be deemed
to be shared by the Reporting Person and Bella Wexner. The Reporting
Person disclaims beneficial ownership of such shares.
Eliot D. Hawkins is a citizen of the United States of America with
a business address at Teahan & Constantino, 325 South Road, Poughkeepsie,
New York 12601. Mr. Hawkins is an attorney of counsel to the law firm of
Teahan & Constantino. The business address of Teahan & Constantino is the
same as that provided for Mr. Hawkins above.
Solomon Kamm is a citizen of the United States of America with a
business address at 333 South Hope Street, Los Angeles, California 90071.
Mr. Kamm is General Counsel and Secretary of the Capital Group Companies,
Inc., the principal business of which is investment management. The
address for the Capital Group Companies, Inc. is the same as that provided
for Mr. Kamm above.
Bella Wexner is a citizen of the United States of America with a
business address at The Limited, Inc., Three Limited Parkway, Columbus, Ohio
43230. She is the Secretary of the Issuer, the principal business of which
is the operation of retail clothing stores. The business address of the
Issuer is the same as that provided for Bella Wexner above.
To the Reporting Person's knowledge, none of Eliot D. Hawkins,
Solomon Kamm or Bella Wexner has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(c) The Reporting Person tendered 3,814,014 shares of Common
Stock to the Issuer pursuant to the Tender Offer. On March 6, 1996,
the Issuer purchased 1,739,572 of such shares at a purchase price of
$19.00 per share and returned 2,074,442 shares to the Reporting Person.
The Foundation tendered 3,000 shares of Common Stock to the Issuer
pursuant to the Tender Offer. On March 6, 1996, the Issuer purchased 1,368
of such shares at a purchase price of $19.00 per share and returned 1,632
shares to the Foundation.
On March 5, 1996 10,555,000 shares of Common Stock beneficially
owned by Bella Wexner were transferred to the Unitrust for no consideration.
All of such shares were tendered to the Issuer pursuant to the Tender Offer.
On March 6, 1996, the Issuer purchased 4,814,148 of such shares at a purchase
price of $19.00 per share and returned 5,740,852 shares to the Unitrust.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Reporting
Person.
(e) As a result of the sales of Common Stock pursuant to the
Tender Offer described in Item 5(c) above, as of March 6, 1996, the
Reporting Person ceased to be the beneficial owner of more than five percent
of the Common Stock.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
___________________________________________________________
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting
Person and any other person with respect to any securities of the Issuer,
including any contract, arrangement, understanding or relationship
concerning transfer or voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to Be Filed as Exhibits
________________________________
Not applicable.
SIGNATURE
After reasonable 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.
Dated: April 22, 1996
/s/ Susan Wexner
____________________________
Susan Wexner