SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________
FORM 10-K/A
(Amendment 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended January 30, 1999
----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission file number 1-8344
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THE LIMITED, INC.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1029810
- -------------------------------------- ------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216
- ----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 415-7000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
-------------------------------- -----------------------------------------
Common Stock, $.50 Par Value The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. X
---
Aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of January 27, 1999: $6,838,233,542.
Number of shares outstanding of the registrant's Common Stock as of January 27,
2000: 214,954,296.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended January 30, 1999 are incorporated by reference into Part I, Part II and
Part IV, and portions of the registrant's proxy statement for the Annual Meeting
of Shareholders scheduled for May 17, 1999 are incorporated by reference into
Part III.
PART I
INFORMATION REGARDING FILING OF FORM 10-K/A (AMENDMENT 2)
Change in Accounting for Gift Certificates, Store Credits and Layaway
Sales
The Company sells gift certificates in exchange for cash and issues store
credits in exchange for the value of returned merchandise. These gift
certificates and store credits do not expire and both can be redeemed toward the
purchase of merchandise in the future. The Company also offers a layaway sales
program, which allows customers to make payments over a period of time toward
the purchase of merchandise.
As discussed in Note 2 to the Consolidated Financial Statements, the Company has
changed its accounting for gift certificates, store credits and layaway sales.
The change was made after the issuance of the recent Securities and Exchange
Commission Staff Accounting Bulletin, No. 101, "Revenue Recognition in Financial
Statements." The Company had historically recognized net receipts/(redemptions)
from gift certificates and store credits as a reduction/(increase) to general,
administrative and store operating expenses. Layaway sales were recognized upon
receipt of the initial payment. The Company now defers the recognition of income
on these transactions until the merchandise is delivered to the customer.
The Company has given retroactive effect to this accounting change by restating
its previously issued financial statements, including the Consolidated
Statements of Operations for the years ended January 30, 1999, January 31, 1998
and February 1, 1997. In addition, the restatement resulted in changes to the
Consolidated Balance Sheets as of January 30, 1999 and January 31, 1998, and to
Notes 1, 7, 8, 14 and 15 to the Consolidated Financial Statements. Although the
restatement has no impact on the cash flows of the Company, certain
classifications within the Consolidated Statements of Cash Flows for the fiscal
years ended January 30, 1999, January 31, 1998 and February 1, 1997 were
adjusted to reflect the restatement.
ITEM 1. BUSINESS.
General.
The Limited, Inc., a Delaware corporation (including its subsidiaries, the
"Company"), is principally engaged in the purchase, distribution and sale of
women's, men's and children's apparel, women's intimate apparel, personal care
products, and a wide variety of sporting goods. The Company operates an
integrated distribution system which supports its retail activities. These
activities are conducted under various trade names primarily through the retail
stores and catalogue businesses of the Company. Merchandise is targeted to
appeal to customers in various market segments that have distinctive consumer
characteristics.
Description of Operations.
General.
- -------
As of January 30, 1999, the Company conducted its business in two primary
segments: (1) the Apparel segment, which derives its revenues from sales of
women's, men's and children's apparel; and (2) Intimate Brands, Inc. ("IBI") (a
corporation in which the Company holds an 84.5% interest), which derives its
revenues from sales of women's intimate and other apparel, and personal care
products and accessories.
Effective May 19, 1998, the Company completed a tax-free exchange offer to
establish Abercrombie & Fitch ("A&F") as an independent public company. Further
information regarding this transaction is contained in Note 3 of the Notes to
the Consolidated Financial Statements included in The Limited, Inc., 1998 Annual
Report to Shareholders, portions of which are annexed hereto as Exhibit 13 (the
"1998 Annual Report") and are incorporated herein by reference.
The following chart reflects the retail businesses and the number of stores in
operation for each segment at January 30, 1999 and January 31, 1998.
2
NUMBER OF STORES
------------------------------------
RETAIL BUSINESSES
- -----------------
January 30, January 31,
1999 1998
---------------- ----------------
Apparel Businesses
- ------------------
Express 702 753
Lerner New York 643 746
Lane Bryant 730 773
The Limited 551 629
Structure 532 544
Limited Too 319 312
---------------- ----------------
Total Apparel 3,477 3,757
Intimate Brands
- ---------------
Victoria's Secret Stores 829 789
Bath & Body Works 1,061 921
---------------- ----------------
Total Intimate Brands 1,890 1,710
Other
- -----
Galyan's Trading Co. 14 11
Henri Bendel 1 6
Abercrombie & Fitch* - 156
---------------- ----------------
Total 5,382 5,640
================ ================
* - The A&F business was split off effective May 19, 1998 via a tax-free
exchange offer.
The following table shows the changes in the number of retail stores operated by
the Company for the past five fiscal years:
Beginning End of
Fiscal Year of Year Acquired Opened Closed Year
----------------- ------------- ------------ ----------- ------------- ----------
1994 4,623 - 358 (114) 4,867
1995 4,867 6 504 (79) 5,298
1996 5,298 - 470 (135) 5,633
1997 5,633 - 315 (308) 5,640
1998 5,640 - 251 *(509) 5,382
* Includes 159 stores from the May 19, 1998 split-off of A&F.
The Company also owns Mast Industries, Inc., a contract manufacturer and apparel
importer, and Gryphon Development, Inc. ("Gryphon"), which is a subsidiary of
IBI. Gryphon creates, develops and contract manufactures a substantial portion
of the personal care products sold by the Company. During fiscal year 1998, the
Company purchased merchandise from approximately 4,700 suppliers and factories
located throughout the world. In addition to purchases through Mast and Gryphon,
the Company purchased merchandise in foreign markets and in the domestic market,
some of which is manufactured overseas. The Company's business is subject to a
variety of risks generally associated with doing business in foreign markets and
importing merchandise from abroad, such as political instability, currency and
exchange risks, and local business practice and political issues. The Company
has established formal policies and procedures designed to address such risks;
however, they remain beyond the Company's control. No more than 5% of goods
purchased originated from any single manufacturer.
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Most of the merchandise and related materials for the Company's stores is
shipped to the Company's distribution centers in the Columbus, Ohio area. The
Company uses common and contract carriers to distribute merchandise and related
materials to its stores. The Company's businesses generally have independent
distribution capabilities and no business receives priority over any other
business.
The Company's policy is to maintain sufficient quantities of inventory on hand
in its retail stores and distribution centers so that it can offer customers a
full selection of current merchandise. The Company emphasizes rapid turnover
and takes markdowns as required to keep merchandise fresh and current with
fashion trends.
The Company views the retail apparel market as having two principal selling
seasons, Spring and Fall. As is generally the case in the retail apparel
industry, the Company experiences its peak sales activity during the Fall
season. This seasonal sales pattern results in increased inventory during the
Fall and Christmas holiday selling periods. During fiscal year 1998, the
highest inventory level was $1.6 billion at the November 1998 month-end and the
lowest inventory level was $1.0 billion at the May 1998 month-end.
Merchandise sales are paid for in cash, by personal check, and with credit cards
issued by third parties or credit cards issued by the Company's 31%-owned credit
card processing venture, Alliance Data Systems, for customers of Express, Lerner
New York, Lane Bryant, Limited, Henri Bendel, Victoria's Secret Stores,
Victoria's Secret Catalogue, and Structure.
The Company offers its customers a liberal return policy stated as "No Sale is
Ever Final." The Company believes that certain of its competitors offer similar
credit card and service policies.
The following is a brief description of each of the Company's operating
businesses, including their respective target markets.
APPAREL BUSINESSES
- ------------------
Express - is a leading specialty retailer of women's sportswear and accessories.
- -------
Express' strategy is to offer new, international fashion to its base of young,
style-driven women. Launched in 1980, Express had net sales of $1.4 billion in
1998 and operated 702 stores in 48 states.
Lerner New York - is a leading mall-based specialty retailer of women's
- ---------------
apparel. The business's strategy is to offer women's fashion with a "New York"
feel, under the umbrella of the New York & Company brand. Originally founded in
1918, Lerner New York was purchased by The Limited in 1985. Lerner New York had
net sales of $940 million in 1998 and operated 643 stores in 44 states.
Lane Bryant - is the leading specialty store retailer of full-figured women's
- -----------
apparel, offering knit tops, sweaters, pants, jeans and intimate apparel for
women size 14-plus. Originally founded in 1900, Lane Bryant was acquired by The
Limited in 1982. The business had net sales of $933 million in 1998 and
operated 730 stores in 46 states.
Limited - is a mall-based specialty store retailer. The business's strategy is
- --------
to focus on classic, sophisticated, modern sportswear for twenty-something
American women. Founded in 1963, Limited Stores had net sales of $757 million in
1998 and operated 551 stores in 47 states.
4
Structure - is a leading mall-based specialty retailer of men's clothing,
- ---------
offering classic American sportswear. Structure operates 532 stores in 43
states and had net sales of $610 million in 1998.
Limited Too - established in 1987, sells apparel, lifestyle and personal care
- -----------
products for fashion-aware, trend-setting young girls, through 319 stores in 43
states. Limited Too had net sales of $377 million in 1998.
INTIMATE BRANDS
- ---------------
Victoria's Secret Stores - is one of the world's leading specialty retailers of
- ------------------------
women's intimate apparel and related products. Victoria's Secret Stores
(including Victoria's Secret Beauty) operates over 820 stores nationwide and had
net sales of $1.8 billion in 1998.
Victoria's Secret Catalogue- is a leading specialty catalogue retailer of
- ---------------------------
intimate and other women's apparel. At the end of 1998, Victoria's Secret
Catalogue launched its own web site, www.VictoriasSecret.com, through which its
products may be purchased worldwide. Victoria's Secret Catalogue mailed
approximately 406 million catalogues and had net sales of $759 million in 1998.
Bath & Body Works - is the leading mall-based specialty retailer of personal
- -----------------
care products. Launched in 1990, Bath & Body Works (including White Barn Candle
Company) operates over 1,050 stores nationwide and had net sales of $1.3
billion in 1998.
OTHER
- -----
Galyan's - is an operator of full-line sporting goods and apparel superstores in
- --------
the Midwestern United States. Galyan's operates 14 stores in six markets,
targeting sports enthusiasts. Acquired by The Limited in July 1995, Galyan's
had net sales of $220 million in 1998.
Henri Bendel - operates a single specialty store in New York City which features
- ------------
fashions for sophisticated, higher-income women. The business was purchased by
The Limited in 1988 and had net sales of $40 million in 1998. The Limited closed
five Henri Bendel stores during 1998.
Additional information about the Company's business, including its revenues and
profits for the last three years, plus selling square footage and other
information about each of the Company's operating businesses, is set forth under
the caption "Management's Discussion and Analysis" of the 1998 Annual Report and
is incorporated herein by reference. For the financial results of the Company's
reportable operating segments, see Note 14 of the Notes to the Consolidated
Financial Statements included in the 1998 Annual Report, incorporated herein by
reference.
Competition.
The sale of intimate and other apparel, personal care products and sporting
goods through retail stores is a highly competitive business with numerous
competitors, including individual and chain fashion specialty stores, department
stores and discount retailers. Design, price, service, selection and quality are
the principal competitive factors in retail store sales. The Company's catalogue
business competes with numerous
5
national and regional catalogue merchandisers. Design, price, service, quality,
image presentation and fulfillment are the principal competitive factors in
catalogue and on-line sales.
The Company is unable to estimate the number of competitors or its relative
competitive position due to the large number of companies selling apparel and
personal care products at retail through stores, catalogues and the Internet.
Associate Relations.
On January 30, 1999, the Company employed approximately 126,800 associates,
92,300 of whom were part-time. In addition, temporary associates are hired
during peak periods, such as the Christmas season.
ITEM 2. PROPERTIES.
The Company's business is principally conducted from office, distribution and
shipping facilities located in the Columbus, Ohio area. Additional facilities
are located in New York City, New York; Indianapolis, Indiana; Andover,
Massachusetts; Kettering, Ohio; Rio Rancho, New Mexico and London, England.
The distribution and shipping facilities owned by the Company consist of nine
buildings located in the Columbus, Ohio area and one building in Indianapolis,
Indiana. Excluding office space, these buildings comprise approximately 6.3
million square feet.
Substantially all of the retail stores operated by the Company are located in
leased facilities, primarily in shopping centers throughout the continental
United States. The leases expire at various dates between 1999 and 2028 and
frequently have renewal options.
Typically, when space is leased for a retail store in a shopping center, all
improvements, including interior walls, floors, ceilings, fixtures and
decorations, are supplied by the tenant. In certain cases, the landlord of the
property may provide a construction allowance to fund all or a portion of the
cost of improvements. The cost of improvements varies widely, depending on the
size and location of the store. Rental terms for new locations usually include a
fixed minimum rent plus a percentage of sales in excess of a specified amount.
Certain operating costs such as common area maintenance, utilities, insurance,
and taxes are typically paid by tenants.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a defendant in a variety of lawsuits arising in the ordinary
course of business.
On November 13, 1997, the United States District Court for the Southern District
of Ohio, Eastern Division, dismissed with prejudice an amended complaint that
had been filed against the Company and certain of its subsidiaries by the
American Textile Manufacturers Institute ("ATMI"), a textile industry trade
association. The amended complaint alleged that the defendants violated the
federal False Claims Act by submitting false country of origin records to the
U.S. Customs Service. On November 26, 1997, ATMI served a motion to alter or
amend judgment and a motion to disqualify the presiding judge and to vacate the
order of dismissal. The motion to disqualify was denied on December 22, 1997,
but as a matter of his personal discretion, the presiding judge elected to
recuse himself from further proceedings and this matter was transferred to a
judge of the United States District Court for the Southern District of Ohio,
Western Division. On May 21, 1998, this judge denied all pending motions
seeking to alter, amend or vacate the judgment that had been entered in favor of
the Company.
6
On June 5, 1998, ATMI appealed to the United States Court of Appeals for the
Sixth Circuit, where the matter remains pending.
On January 13, 1999, two complaints were filed against the Company and its
subsidiary, Lane Bryant, Inc., as well as other defendants, including many
national retailers. Both complaints relate to labor practices allegedly
employed on the island of Saipan, Commonwealth of the Northern Mariana Islands,
by apparel manufacturers unrelated to the Company (some of which have sold goods
to the Company) and seek injunctions, unspecified monetary damages, and other
relief. One complaint, on behalf of a class of unnamed garment workers, filed
in the United States District Court for the Central District of California,
Western Division, alleges violations of federal statutes, the United States
Constitution, and international law. On March 29, 1999, a motion was filed to
transfer this action to the United States District Court located on Saipan, and
the Company intends to file a motion to dismiss the complaint for failure to
state a claim upon which relief can be granted. The second complaint, filed by
a national labor union and other organizations in the Superior Court of the
State of California, San Francisco County, alleges unfair business practices
under California law. On March 29, 1999, the Company filed a motion seeking
dismissal of this complaint.
Although it is not possible to predict with certainty the eventual outcome of
any litigation, in the opinion of management, the foregoing proceedings are not
expected to have a material adverse effect on the Company's financial position
or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
7
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is certain information regarding the executive officers of the
Company as of January 30, 1999.
Leslie H. Wexner, 61, has been Chairman of the Board of Directors of the Company
for more than five years and its President and Chief Executive Officer since he
founded the Company in 1963.
Kenneth B. Gilman, 52, has been Vice Chairman and Chief Administrative Officer
of the Company since June 1997. Mr. Gilman was the Vice Chairman and Chief
Financial Officer of the Company from June 1993 to June 1997. Mr. Gilman was
the Executive Vice President and Chief Financial Officer of the Company for more
than five years prior thereto.
V. Ann Hailey, 48, has been Executive Vice President and Chief Financial Officer
of the Company since August 1997. Ms. Hailey was Senior Vice President and
Chief Financial Officer for Pillsbury from August 1994 to August 1997.
Martin Trust, 64, has been President and Chief Executive Officer of Mast
Industries, Inc., a wholly-owned subsidiary of the Company, for more than five
years.
Arnold F. Kanarick, 58, has been Executive Vice President and Chief Human
Resources Officer since October 1992.
All of the above officers serve at the pleasure of the Board of Directors of the
Company.
8
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Information regarding markets in which the Company's common stock was traded
during fiscal years 1998 and 1997, approximate number of holders of common
stock, and quarterly cash dividend per share information of the Company's common
stock for the fiscal years 1998 and 1997 is set forth under the caption "Market
Price and Dividend Information" on page 22 of the 1998 Annual Report and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data is set forth under the caption "Financial Summary" on
page 3 of the 1998 Annual Report and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's discussion and analysis of financial condition and results of
operations is set forth under the caption "Management's Discussion and Analysis"
on pages 4 through 11 of the 1998 Annual Report and is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements of the Company and subsidiaries, the Notes
to Consolidated Financial Statements and the Report of Independent Accountants
are set forth in the 1998 Annual Report and are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors of the Company is set forth under the captions
"ELECTION OF DIRECTORS - Nominees and directors", "- Committees of the Board of
Directors" and "- Security ownership of directors and management" on pages 4
through 9 of the Company's proxy statement for the Annual Meeting of
Shareholders to be held May 17, 1999 (the "Proxy Statement") and is incorporated
herein by reference. Information regarding compliance with Section 16(a) of the
Securities Exchange Act of 1934, as amended is set forth under the caption
"EXECUTIVE COMPENSATION - Section 16(a) beneficial ownership reporting
compliance" on page 15 of the Proxy Statement and is incorporated herein by
reference. Information regarding executive officers is set forth herein under
the caption "SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I.
9
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 11 through 15 of the Proxy Statement and is
incorporated herein by reference. Such incorporation by reference shall not be
deemed to specifically incorporate by reference the information referred to in
Item 402(a)(8) of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding the security ownership of certain beneficial owners and
management is set forth under the captions "ELECTION OF DIRECTORS - Security
ownership of directors and management" on pages 8 and 9 of the Proxy Statement
and "SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS" on page 21 of the Proxy
Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is set
forth under the captions "ELECTION OF DIRECTORS - Nominees and directors" on
pages 4 through 6 of the Proxy Statement and "ELECTION OF DIRECTORS - Certain
relationships and related transactions" on pages 9 and 10 of the Proxy Statement
and is incorporated herein by reference.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) List of Financial Statements.
----------------------------
The following consolidated financial statements of The Limited, Inc. and
Subsidiaries and the related notes are filed as a part of this report
pursuant to ITEM 8:
Consolidated Statements of Income for the fiscal years ended January 30,
1999, January 31, 1998 and February 1, 1997.
Consolidated Statements of Shareholders' Equity for the fiscal years
ended January 30, 1999, January 31, 1998 and February 1, 1997.
Consolidated Balance Sheets as of January 30, 1999 and January 31, 1998.
Consolidated Statements of Cash Flows for the fiscal years ended January
30, 1999, January 31, 1998 and February 1, 1997.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(a)(2) List of Financial Statement Schedules.
-------------------------------------
All schedules required to be filed as part of this report pursuant to ITEM
14(d) are omitted because the required information is either presented in
the financial statements or notes thereto, or is not applicable, required
or material.
(a)(3) List of Exhibits.
----------------
3. Articles of Incorporation and Bylaws.
3.1. Certificate of Incorporation of the Company incorporated by
reference to Exhibit 3.4 to the Company's Annual Report on Form
10-K/A for the fiscal year ended January 30, 1988.
3.2. Restated Bylaws of the Company.
4. Instruments Defining the Rights of Security Holders.
4.1. Copy of the form of Global Security representing the Company's 7
1/2% Debentures due 2023, incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated March 4, 1993.
4.2. Conformed copy of the Indenture dated as of March 15, 1988
between the Company and The Bank of New York, incorporated by
reference to Exhibit 4.1(a) to the Company's
11
Current Report on Form 8-K dated March 21, 1989.
4.3. Copy of the form of Global Security representing the Company's 8 7/8%
Notes due August 15, 1999, incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K dated August 14, 1989.
4.4. Copy of the form of Global Security representing the Company's 9 1/8%
Notes due February 1, 2001, incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K dated February 6, 1991.
4.5. Copy of the form of Global Security representing the Company's 7.80%
Notes due May 15, 2002, incorporated by reference to the Company's
Current Report on Form 8-K dated February 27, 1992.
4.6. Proposed form of Debt Warrant Agreement for Warrants attached to Debt
Securities, with proposed form of Debt Warrant Certificate incorporated
by reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-3 (File no. 33-53366) originally filed with the Securities and
Exchange Commission (the "Commission") on October 16, 1992, as amended
by Amendment No. 1 thereto, filed with the Commission on February 23,
1993 (the "1993 Form S-3").
4.7. Proposed form of Debt Warrant Agreement for Warrants not attached to
Debt Securities, with proposed form of Debt Warrant Certificate
incorporated by reference to Exhibit 4.3 to the 1993 Form S-3.
4.8. Credit Agreement dated as of September 25, 1997 among the Company,
Morgan Guaranty Trust Company of New York and the banks listed therein,
incorporated by reference to Exhibit 4.8 to the Company's Quarterly
Report on Form 10-Q for the quarter ended November 1, 1997.
12
10. Material Contracts.
10.1. The 1987 Stock Option Plan of The Limited, Inc., incorporated by
reference to Exhibit 28(a) to the Company's Registration
Statement on Form S-8 (File No. 33-18533).
10.2. Officers' Benefits Plan incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1989 (the "1988 Form 10-K").
10.3. The Limited Deferred Compensation Plan incorporated by reference
to Exhibit 10.4 to the 1990 Form 10-K.
10.4 Form of Indemnification Agreement between the Company and the
directors and executive officers of the Company.
10.5. Supplemental schedule of directors and executive officers who
are parties to an Indemnification Agreement.
10.6. The 1993 Stock Option and Performance Incentive Plan of the
Company, incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form S-8 (File No. 33-49871).
10.7. Contingent Stock Redemption Agreement dated as of January 26,
1996 among the Company, Leslie H. Wexner and The Wexner
Children's Trust, incorporated by reference to Exhibit 10.13 to
the 1996 Form 10-K.
10.8. Amendment dated July 19, 1996 to the Contingent Stock Redemption
Agreement dated as of January 26, 1996 among the Company, Leslie
H. Wexner and The Wexner Children's Trust, incorporated by
reference to Exhibit 10.14 to the 1996 Form 10-K.
13
10.9. The 1997 Restatement of The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan incorporated by reference to Exhibit B
to the Company's Proxy Statement dated April 14, 1997.
10.10. The Limited, Inc. 1996 Stock Plan for Non-Associate Directors
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 2,
1996.
10.11. The Limited, Inc. Incentive Compensation Performance Plan
incorporated by reference to Exhibit A to the Company's Proxy
Statement dated April 14, 1997.
10.12. Employment Agreement by and between The Limited, Inc. and
Kenneth B. Gilman dated as of May 20, 1997 with exhibits,
incorporated by reference to Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1998 (the "1997 Form 10-K").
10.13. Employment Agreement by and between The Limited, Inc. and Arnold
F. Kanarick dated as of May 20, 1997 with exhibits, incorporated
by reference to Exhibit 10.21 to the 1997 Form 10-K.
10.14. Employment Agreement by and between The Limited, Inc. and Martin
Trust dated as of May 20, 1997 with exhibits, incorporated by
reference to Exhibit 10.22 to the 1997 Form 10-K.
10.15. The 1998 Restatement of the Limited, Inc. 1993 Stock Option and
Performance Incentive Plan incorporated by reference to Exhibit A
to the Company's Proxy Statement dated April 20, 1998.
10.16. Employment Agreement by and between The Limited, Inc. and V. Ann
Hailey dated as of July 27, 1998 incorporated by reference to
Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for
the quarter ended August 1, 1998.
11. Statement re: Restated Computation of Per Share Earnings.
12. Statement re: Computation of Restated Ratio of Earnings to Fixed
Charges.
13. Excerpts from the 1998 Annual Report to Shareholders including "Financial
Summary", "Management's Discussion and Analysis", "Consolidated Financial
Statements and Notes to Consolidated Financial Statements" and "Report of
Independent Accountants" on pages 3 through 22.
21. Subsidiaries of the Registrant.
23. Consent of Independent Accountants.
24. Powers of Attorney.
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27. Restated Financial Data Schedule.
99. Annual Report of The Limited, Inc. Savings and Retirement Plan.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the fourth quarter of fiscal
year 1998.
(c) Exhibits.
--------
The exhibits to this report are listed in section (a)(3) of Item 14
above.
(d) Financial Statement Schedule.
----------------------------
Not applicable.
15
SIGNATURES
Pursuant to the requirements of Section 13 or l5(d) 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.
Date: February 16, 2000
THE LIMITED, INC.
(registrant)
By /s/ V. Ann Hailey
------------------
V. Ann Hailey
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on January 29, 1999:
Signature Title
--------- -----
/s/ LESLIE H. WEXNER* Chairman of the Board of Directors,
- ------------------------- President and Chief Executive Officer
Leslie H. Wexner
/s/ KENNETH B. GILMAN* Director, Vice Chairman and
- ------------------------ Chief Administrative Officer
Kenneth B. Gilman
/s/ ABIGAIL S. WEXNER* Director
- --------------------------
Abigail S. Wexner
/s/ MARTIN TRUST* Director
- --------------------------
Martin Trust
/s/ EUGENE M. FREEDMAN* Director
- --------------------------
Eugene M. Freedman
/s/ E. GORDON GEE* Director
- --------------------------
E. Gordon Gee
/s/ DAVID T. KOLLAT* Director
- --------------------------
David T. Kollat
/s/ CLAUDINE MALONE* Director
- --------------------------
Claudine Malone
16
/s/ LEONARD A. SCHLESINGER* Director
- ---------------------------
Leonard A. Schlesinger
/s/ DONALD B. SHACKELFORD* Director
- --------------------------
Donald B. Shackelford
/s/ ALLAN R. TESSLER* Director
- --------------------------
Allan R. Tessler
/s/ RAYMOND ZIMMERMAN* Director
- --------------------------
Raymond Zimmerman
*The undersigned, by signing his name hereto, does hereby sign this report on
behalf of each of the above-indicated directors of the registrant pursuant to
powers of attorney executed by such directors.
By /s/ Kenneth B. Gilman
--------------------------
Kenneth B. Gilman
Attorney-in-fact
17
EXHIBIT INDEX
-------------
Exhibit No. Document
- ----------- ----------------------------------------------------------------
3.2 Restated Bylaws of the Company.
10.4 Indemnification Agreement.
10.5 Supplemental Schedule of Directors and Executive Officers Who
are Parties to an Indemnification Agreement.
11 Statement re: Restated Computation of Per Share Earnings.
12 Statement re: Computation of Restated Ratio of Earnings to Fixed
Charges.
13 Excerpts from the 1998 Annual Report to Shareholders including
"Financial Summary", "Management's Discussion and Analysis",
"Consolidated Financial Statements and Notes to Consolidated
Financial Statements" and "Report of Independent Accountants" on
pages 3 through 22.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Powers of Attorney.
27 Restated Financial Data Schedule.
99 Annual Report of The Limited, Inc. Savings and Retirement Plan.