View:
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- AMENDMENT NO. 16 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- THE LIMITED, INC. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.50 Par Value 532716-107 - ----------------------------------- ---------------------------------- (Title of class of securities) (CUSIP number) Dennis J. Block, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 - --------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Not Applicable - --------------------------------------------------------------------------- (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 [_]. (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.) CUSIP No. 532716-107 13D 1 NAME OF REPORTING Leslie H. Wexner PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF United States ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 52,312,150 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 15,104,717 OWNED BY EACH 9 SOLE DISPOSITIVE 52,824,047 REPORTING POWER: PERSON 10 SHARED DISPOSITIVE 15,104,717 WITH POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 67,928,764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.09% 14 TYPE OF REPORTING IN PERSON: SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532716-107 13D 1 NAME OF REPORTING The Wexner Foundation PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: 2,754,717 SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE 2,754,717 REPORTING POWER: PERSON 10 SHARED DISPOSITIVE -0- WITH POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,754,717 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0% 14 TYPE OF REPORTING OO PERSON: SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532716-107 13D 1 NAME OF REPORTING Health and Science Interests PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Ohio ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 2,000,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE 2,000,000 REPORTING POWER: PERSON 10 SHARED DISPOSITIVE -0- WITH POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 2,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7% 14 TYPE OF REPORTING OO PERSON: SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532716-107 13D 1 NAME OF REPORTING Health and Science Interests II PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_] (b)[x] 3 SEC USE ONLY 4 SOURCE OF N/A FUNDS: 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Ohio ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 350,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE 350,000 REPORTING POWER: PERSON 10 SHARED DISPOSITIVE -0- WITH POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 350,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1% 14 TYPE OF REPORTING OO PERSON: SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532716-107 13D 1 NAME OF REPORTING The Wexner Children's Trust PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_] (b)[x] 3 SEC USE ONLY 4 SOURCE OF N/A FUNDS: 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: 18,750,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE 18,750,000 REPORTING POWER: PERSON 10 SHARED DISPOSITIVE -0- WITH POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 18,750,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.9% 14 TYPE OF REPORTING PERSON: OO SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532716-107 13D 1 NAME OF REPORTING Harry and Hannah Wexner Trust PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[_] (b)[x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Ohio NUMBER OF 7 SOLE VOTING POWER: 10,000,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER: -0- OWNED BY EACH 9 SOLE DISPOSITIVE 10,000,000 REPORTING POWER: PERSON -0- WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 10,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_] CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.7% 14 TYPE OF REPORTING OO PERSON: SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 16 relates to the Schedule 13D dated June 25, 1985, as amended in certain respects by Amendments No. 1 through 15 thereto, filed by a group currently comprised of Leslie H. Wexner, The Wexner Foundation, Health and Science Interests, Health and Science Interests II, The Wexner Children's Trust and the Harry and Hannah Wexner Trust (collectively, the "Purchasers"). Item 2. Identity and Background. ----------------------- On April 29, 1996, Leslie H. Wexner contributed 10,000,000 shares of Common Stock to the Harry and Hannah Wexner Trust. The trustees of such trust are Mr. Wexner and Jeffrey E. Epstein. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of May 10, 1996, the Purchasers beneficially owned the following shares of the Common Stock (the approximate percentages of the shares of Common Stock owned as indicated in parenthesis below are based on the 270,731,095 shares reported as outstanding in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 1996): 1. Leslie H. Wexner 67,928,764(1)(2)(3)(4)(5) 25.09% 2. The Wexner Foundation 2,754,717(1) 1.0% 3. Health and Science Interests 2,000,000(2) 0.7% 4. Health and Science Interests II 350,000(2) 0.1% 5. The Wexner Children's Trust 18,750,000(4) 6.9% 6. Harry and Hannah Wexner Trust 10,000,000(5) 3.7% (b) The responses of the Purchasers to Item 7 through 11 of the portions of the cover pages of this Amendment No. 16 to the Schedule 13D which relate to the beneficial ownership of shares of the Common Stock are incorporated herein by reference. ______________________________ (1) Power to vote or direct the disposition of the 2,754,717 shares held by the Wexner Foundation may be deemed to be shared by Leslie H. Wexner, Jeffrey E. Epstein and Jeffrey J. Smith as the trustees of The Wexner Foundation. Leslie H. Wexner, Jeffrey E. Epstein and Jeffrey J. Smith disclaim beneficial ownership of the shares held by The Wexner Foundation. (2) Power to vote or direct the disposition of the 2,350,000 shares held in the aggregate by Health and Science Interests and Health and Science Interests II may be deemed to be shared by Leslie H. Wexner as grantor and Jeffrey E. Epstein as trustee thereof. Leslie H. Wexner and Jeffrey E. Epstein disclaim beneficial ownership of shares held by Health and Science Interests and Health and Science Interests II. (3) Includes 511,897 shares held in The Limited, Inc. Savings and Retirement Plan for Mr. Wexner's account. (4) Power to vote or direct the disposition of the 18,750,000 shares held by Leslie H. Wexner as the sole trustee of The Wexner Children's Trust. (5) Power to vote or direct the disposition of the 10,000,000 shares held by the Harry and Hannah Wexner Trust may be deemed to be shared by Leslie H. Wexner and Jeffrey E. Epstein as trustees of such trust. (c) On April 29, 1996, Leslie H. Wexner contributed to the Harry and Hannah Wexner Trust 10,000,000 shares of Common Stock. (d), (e): 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: May 10, 1996 /s/ Leslie H. Wexner ----------------------------------- Leslie H. Wexner THE WEXNER FOUNDATION By: /s/Jeffrey J. Smith ------------------------------- Jeffrey J. Smith, Secretary HEALTH AND SCIENCE INTERESTS By: /s/Jeffrey E. Epstein ------------------------------- Jeffrey E. Epstein, Trustee HEALTH AND SCIENCE INTERESTS II By: /s/Jeffrey E. Epstein ------------------------------- Jeffrey E. Epstein, Trustee THE WEXNER CHILDREN'S TRUST By: /s/Leslie H. Wexner ------------------------------- Leslie H. Wexner, Trustee HARRY AND HANNAH WEXNER TRUST By: /s/Jeffrey E. Epstein ------------------------------- Jeffrey E. Epstein, Trustee NYFS01...:\08\80808\0004\139\SCH5086P.450