EFTA02597906

From: jeffrey E. <[email protected]> Sent: Sunday, August 5, 2018 11:22 AM To: jeffrey epstein Item 1. Security and Issuer. (a) The name of the issuer is The Limited, Inc., a Delaware corporation (th= "Company"), which has its principal executive offices at Three li=ited Parkway, Columbus, Ohio 43230 (telephone number (614) 415.7000). (b) This schedule relates to the offer by the Company to purchase up to 15,000,000 outstanding shares of the common stock, $.50 par value per share= of the Company (such shares, together with all other issued and outstanding shares of common stock of the Company, are herein referred to as the "Shares"), at a price specified by its stockholders, not greater =han $55.00 nor less than $50.00 per Share, net to the seller in cash, upon the terms a=d subject to the conditions set forth in the Offer to Purchase dated May 4, 1=99 (the "Offer to Purchase"), and related Letter of Transmittal, cop=es of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The information contained in the Introduction to, and in Sections 1, 8, 9 and 1= of, the Offer to Purchase is incorporated herein by reference. (c) The information set forth in the Introduction to and in Section 7 of th= Offer to Purchase is incorporated herein by reference. (d) Not applicable. Item 2. Source and Amount of Funds or Other Consideration. (a) The information set forth in Section 9 of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. (a)-(j) The information set forth in the Introduction to and in the section entitled "Background and Purpose of the Offer" and in Section 10 =f the Offer to Purchase is incorporated herein by reference. Item 4. Interest in Securities of the Issuer. The information set forth in Section 11 of the Offer to Purchase, and the information set forth in Schedule A thereto, is incorporated herein by reference. Item 5. Contracts, Arrangements, Understandings or Relationships With Respe=t to the Issuer's Securities. The information set forth in the section entitled "Background and Purp=se of the Offer" and Section 11 of the Offer to Purchase is incorporated her=in by reference. Item 6. Persons Retained, Employed or to be Compensated. The information set forth in Section 15 of the Offer to Purchase is incorporated herein by reference. EFTA_R1_01783622 EFTA02597906 Item 7. Financial Information. (a) The financial information set forth in Section 10 of the Offer to Purchase is incorporated herein by reference. (b) The pro forma data set forth in Section 10 of the Offer to Purchase is incorporated herein by reference. 2 Item 8. Additional Information. (a) Not applicable. (b) The information set forth in Section 12 of the Offer to Purchase is incorporated herein by reference. (c) None. (d) None. (e) Not applicable. Item 9. Material to be Filed as Exhibits. (a)(1) Form of Offer to Purchase dated May 4, 1999. (a)(2) Form of Letter of Transmittal dated May 4, 1999, together with Guidelines for Certification of Taxpayer Identification Number on Substitut= Form W-9. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of letter from Lazard Freres & Co. Ilc and J.P. Morgan Securities Inc. to brokers, dealers, commercial banks, trust companies and other nominees dated May 4, 1999. (a)(5) Form of letter from brokers, dealers, commercial banks and trust companies to their clients dated May 4, 1999. (a)(6) Form of letter to stockholders from the Company, dated May 4, 1999. (a)(7) Form of letter from Savings and Retirement Plan Administrative Committee, including Letter and Form of Notice of Instructions to all participants in the Company's Savings and Retirement Plan. (a)(8) Form of letter from Savings and Retirement Plan Administrative Committee to all participants in the Company's Savings and Retirement P=an who are subject to Section 16 of the Securities Exchange Act of 1934, as amende=. (a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated to all participants in the Company's Stock Purchase Plan. (a)(10) Form of Notice to holders of vested stock options. (a)(11) Form of Summary Advertisement dated May 4, 1999. (a)(12) Press Release dated May 3, 1999. 2 EFTA_R1_01783623 EFTA02597907 (a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and Answers (b) Not applicable. (c) Agreement dated as of May 3, 1999 among The Limited, Inc., Leslie H. Wexner and the Wexner Children's Trust. (d) Not applicable. (e) Not applicable. (f) Not applicable. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify tha= the information set forth in this statement is true, complete and correct. THE LIMITED, INC. 1=1 Kenneth B. Gilman By: Kenneth B. Gilman Vice Chairman and Chief Administrative Officer Dated: May 4, 1999 4 EXHIBIT INDEX Exhibit Number Description P=ge (a)(1) Form of Offer to Purchase dated May 4, 1999. (a)(2) Form of Letter of Transmittal dated May 4, 1999, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of letter from Lazard Freres & Co. Ilc and J.P. Morgan Securities Inc. to brokers, dealers, commercial banks, trust companies and other nominees dated May 4, 1999. (a)(5) Form of letter from brokers, dealers, commercial banks and trust companies to their clients dated May 4, 1999. (a)(6) Form of letter to stockholders from the Company, dated May 4, 1999. (a)(7) Form of letter from Savings and Retirement Plan Administrative 3 EFTA_R1_01783824 EFTA02597908 Committee, including Letter and Form of Notice of Instructions to all participants in the Company's Savings and Retirement Plan. (a)(8) Form of letter from Savings and Retirement Plan Administrative Committee to all participants in the Company's Savings and Retirement Plan who are subject to Section 16 of the Securities Exchange Act of 1934, as amended. (a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith to all participants in the Company's Stock Purchase Plan. (a)(10) Form of Notice to holders of vested stock options. (a)(11) Form of Summary Advertisement dated May 4, 1999. (a)(12) Press Release dated May 3, 1999. (a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and Answers (c)(1) Agreement dated as of May 3, 1999 among The Limited, Inc., Leslie H. Wexner and the Wexner Children's Trust. EXHIBIT (a)(1) Offer to Purchase for Cash by The Limited, Inc. Up to 15,000,000 Shares of its Common Stock At a Purchase Price Not Greater than $55.00 Nor Less than $50.00 Per Share THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED. The Limited, Inc., a Delaware corporation (the "Company"), invite= its stockholders to tender shares of its common stock, $.50 par value per share (such shares, together with all other outstanding shares of common stock of the Company, are herein referred to as the "Shares"), at prices s=ecified by such stockholders, not greater than $55.00 nor less than $50.00 per Share, =et to the seller in cash, upon the terms and subject to the conditions set for=h herein and in the related Letter of Transmittal (which together constitute =he "Offer"). The Company will determine a single per Share price (no= greater than $55.00 nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer (the "Purchase Price"), ta=ing into account the number of Shares so tendered and the prices specified by tender=ng stockholders. The Company will select the Purchase Price that will allow it=to purchase 15,000,000 Shares (or such lesser number as are validly tendered a= prices not greater than $55.00 nor less than $50.00 per Share) pursuant to =he Offer. Upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration and "odd lot" tender=, the Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn. 4 EFTA_R1_01783825 EFTA02597909 While the Board of Directors believes that the Shares represent an attractive investment for its continuing stockholders, the purpose of the Offer is to allow those stockholders desiring to receive cash for a portion=of their Shares an opportunity to do so at a price in excess of the recent trading prices for the Shares. See "Background and Purpose of the Offe=". The Shares are listed and principally traded on the New York Stock Exchange= Inc. (the "NYSE"). On April 30, 1999, the last full day of tradin= prior to the announcement of the Offer, the closing sale price of the Shares on the NYSE as reported on the Composite Tape was $43 3/4 per Share. Stockholders =re urged to obtain a current market quotation for the Shares. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY OR ALL SHARES. LESLIE H. WEXNER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, HIS IMMEDIA=E FAMILY MEMBERS AND AFFILIATED ENTITIES HAVE AGREED NOT TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 11. THE COMPANY HAS BEEN ADVISED THAT IT= OTHER DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDE= THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISI=NS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. SHARES PURCHASED PURSUANT TO THE OFFER WILL NOT RECEIVE THE $0.15 REGULAR QUARTERLY CASH DIVIDEND PAYABLE ON JUNE 30, 1999 TO HOLDERS OF RECORD ON JU=E 23, 1999 OR SHARES OF THE COMPANY'S LIMITED TOO SUBSIDIARY WHICH THE CO=PANY INTENDS TO DISTRIBUTE TO ITS STOCKHOLDERS ON A TAX-FREE BASIS IN JULY OR AUGUST IN A SPINOFF TRANSACTION. The Dealer Managers for the Offer are: Lazard Freres & Co. LLC J.P. Morg=n & Co. May 4, 1999 IMPORTANT Any stockholder desiring to accept the Offer should either (1) request his or her broker, dealer, commercial bank, trust company or nominee to effect =he transaction for him or her or (2) complete the Letter of Transmittal or a facsimile thereof, sign it in the place required, have his or her signature thereon guaranteed if required by the Letter of Transmittal and forward it =nd any other required documents to First Chicago Trust Company of New York (th= "Depositary"), and either deliver the certificates for the Shares=being tendered to the Depositary along with the Letter of Transmittal or tender s=ch Shares pursuant to the procedure for book-entry transfer set forth in Secti=n 3 hereof. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Shares. Stockholders who wish to tend=r Shares and whose certificates for such Shares are not immediately available should tender such Shares by following the procedures for guaranteed delive=y set forth in Section 3 hereof. Stockholders must complete the section in th= Letter of Transmittal relating to the price at which they are tendering Sha=es in order to validly tender Shares. Participants in the 5 EFTA_R1_01783626 EFTA02597910 Company's Saving= and Retirement Plan and Stock Purchase Plan must review the separate materials enclosed herewith for instructions if they desire to tender Shares held pursuant to these plans. Holders of vested options may exercise such option= for cash and tender some or all of the Shares issued upon such exercise. Questions and requests for assistance or for additional copies of this Offe= to Purchase, the Letter of Transmittal and Notice of Guaranteed Delivery ma= be directed to D. F. King & Co., Inc. (the "Information Agent"=) or Lazard Freres & Co. Ilc ("Lazard") and J.P. Morgan Securities Inc. (=quotA.P. Morgan" and together with Lazard, the "Dealer Managers") at their respective =ddresses and telephone numbers set forth on the back cover of this Offer to Purchase. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFF=R. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HER=IN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. 11 TABLE OF CONTENTS BACKGROUND AND PURPOSE OF THE OFFER Page Background of the Offer = 2 Purpose of the Offer = 4 THE OFFER 1. Number of Shares; Proration; Extension of Offer = 4 2. Tenders by Holders of Fewer Than 100 Shares = 5 3. Procedure for Tendering Shares - 6 4. Withdrawal Rights 9 5. Acceptance for Payment of Shares and Payment of Purchase Price = 10 6. Certain Conditions of the Offer = 11 7. Price Range of Shares; Cash Dividends = 12 8. Certain Effects of the Offer = 12 9. Source and Amount of Funds = 13 10. Certain Information Concerning the Company = 13 11. Transactions and Agreements Concerning the Shares = 20 12. Regulatory Approvals = 21 13. Certain Federal Income Tax Consequences = 21 14. Extension of Tender Period; Termination; Amendments = 22 15. Fees = 23 16. Miscellaneous - 24 Schedule A--Transactions Concerning the Shares of The Limited, Inc. iii 6 EFTA_R1_01783627 EFTA02597911 To the Holders of Common Stock of The Limited, Inc.: The Limited, Inc., a Delaware corporation (the "Company"), invite= its stockholders to tender shares of its common stock, $.50 par value per share (such shares, together with all other outstanding shares of common stock of the Company, are herein referred to as the "Shares"), at prices s=ecified by such stockholders, not greater than $55.00 nor less than $50.00 per Share, =et to the seller in cash, upon the terms and subject to the conditions set for=h herein and in the related Letter of Transmittal (which together constitute =he "Offer"). The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer (the "Purchase Price"), taking int= account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the Purchase Price that will allow it=to buy 15,000,000 Shares (or such lesser number as are validly tendered at pri=es not greater than $55.00 nor less than $50.00 per Share) pursuant to the Off=r. Upon the terms and subject to the conditions of the Offer, including the provisions relating to proration and "odd lot" tenders described =elow, the Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn prior to the Expiration Date (as hereinaft=r defined). The Purchase Price will be paid net to the seller in cash with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration will be return=d. Stockholders must complete the section of the Letter of Transmittal relatin= to the price at which they are tendering Shares in order to validly tender Shares. Tendering stockholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Company. The Company will pay all charges and expenses of the Depositary and the Information Agent incurred in connection with the Offer. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 6. Neither the Company nor the Board of Directors makes any recommendation to any stockholder whether to tender some or all Shares. Leslie H. Wexner, Chairman, President and Chief Executive Officer of the Company, his immedia=e family members and affiliated entities have agreed not to tender any Shares pursuant to the Offer. See Section 11. The Company has been advised that it= other directors and executive officers have not determined whether to tende= their Shares pursuant to the Offer. Stockholders must make their own decisi=ns whether to tender Shares and, if so, how many Shares to tender. Stockholders who are participants in the Company's Savings and Retireme=t Plan (the "Savings and Retirement Plan") may instruct the trustee=as set forth in the "Letter from Savings and Retirement Plan Administrative Committ=e" to tender some or all of the Shares attributed to the participant's accoun=. Stockholders who are participants in the Company's Stock Purchase Plan =the "Stock Purchase Plan") may instruct the agent for the Stock Purch=se Plan, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, to tender some or =11 of the Shares held in the participant's account under the Stock Purchase P=an. In addition, holders of vested but unexercised options under the 1993 Stock Option and Performance Incentive Plan (as amended and restated), the 1987 Stock Option Plan and the 1981 Stock Option Plan (1987 Restatement) (collectively, the "Stock Option Plans") may exercise such option= for cash and tender some or all of the Shares issued upon such exercise. Stockholders who are participants in the Dividend Reinvestment Plan ("=RP") may tender some or all of the Shares attributed to such stockholder's a=count under the DRP. Stockholders who are participants in employee benefit plans not affiliated with the Company that hold Shares may tender some or all of such Shares as provided herein generally, subject to the provisions of such plans. 7 EFTA_R1_01783828 EFTA02597912 1 As of March 26, 1999, the Company had issued and outstanding 228,165,712 Shares. In addition, as of such date, an aggregate of approximately 4,282,0=7 Shares were issuable upon exercise of stock options. The 15,000,000 Shares that the Company is offering to purchase represent approximately 6.6% of th= Shares then outstanding (approximately 8.8% excluding the Shares that Mr. Wexner, his family and affiliated entities have agreed not to tender) and approximately 6.5% of the fully diluted Shares outstanding as of such date (approximately 8.7% excluding the Shares that Mr. Wexner, his family and affiliated entities have agreed not to tender). The Shares are listed and principally traded on the New York Stock Exchange, Inc. (the "NYSE&quo=;). The Shares are also listed and traded on the London Stock Exchange. On April 30= 1999, the last full day of trading prior to announcement of the Offer, the closing price of the Shares on the NYSE as reported on the Composite Tape w=s $43 3/4 per Share. See Section 7. Stockholders are urged to obtain a curren= market quotation for the Shares. On May 3, 1999, the Company declared a regular quarterly cash dividend of $0.15 per Share, payable on June 30, 1999 to holders of record as of June 2=, 1999. The dividend will not be payable with respect to Shares purchased pursuant to the Offer. In addition, Shares tendered in the Offer will not b= entitled to participate in the proposed spinoff of the Company's Limite= Too subsidiary, which is currently expected to be effected in July or August of 1999. BACKGROUND AND PURPOSE OF THE OFFER Background Over the past several years, the Company's Board of Directors (the &quo=;Board") and senior management have embarked upon a comprehensive review of the Company's organizational structure and operations, with the primary goa=s of generating maximum value for the Company's stockholders and focusing it= resources on its key strategic businesses. To date, the Company has taken a number of actions in furtherance of these goals: . the 1995 initial public offering of common stock of Intimate Brands, Inc. ("Intimate Brands"), which consisted of the Company's Vi=toria's Secret Stores, Victoria's Secret Catalogue, Bath & Body Works, Caci=ue, Penhaligon's and Gryphon businesses, resulting in a gain of approximately $649 million. After this offering, the Company retained approximately 83% of the economic interests in, and approximately 94% of the total voting power of, Intimate Brands . the sale in 1995 of the Company's interest in approximately $1.3 bil=ion of credit card accounts receivable owned by World Financial Network National Bank, the Company's credit card bank, resulting in net cash proceeds of approximately $1.2 billion . the 1995 sale of a 60% interest in World Financial Network National Bank to an affiliate of Welsh, Carson, Anderson and Stowe VII, L.P. for approximately $135 million in cash . a distribution of $1.6 billion of the cash received from the foregoing three transactions to the Company's shareholders through an issuer self tender in March 1996 . the 1996 initial public offering of the Class A common stock of Abercrombie & Fitch Co. ("A&F" or "Abercrombie &=Fitch"), resulting in a gain of approximately $118 million. After this offering, the Company retained approximately 84% of the economic interest in, and approximately 94% of the total voting power of, Abercrombie & Fitch . the 1997 public offering of a significant portion of the Company's interest in Brylane, Inc. ("Brylane"), consisting principally of =he Lerner and Lane Bryant catalog businesses. In 1998, the Company sold its remaining interest in Brylane for approximately $131 million in cash. These actions followed the 1993 sale by the Company of 60% of its interest in Brylane to an affiliate of Freeman Spogli & Co. 8 EFTA_R1_01783629 EFTA02597913 2 . the 1997 sales of the Company's interests in: - the Newport Officer Tower in Jersey City, New Jersey to TrizecHahn Office Properties for approximately $159 million in cash, and - The Mall at Tuttle Crossing in Columbus, Ohio to a unit of Taubman Centers Inc. for approximately $76 million in cash . the 1997 sale of Intimate Brands' Penhaligon's business . the 1997 closure of Intimate Brands' Cacique business . the 1997 decision to streamline the Company's Henri Bendel business.=ln 1998 the Company closed all of its Henri Bendel locations other than its flagship store in New York City . the complete separation of Abercrombie & Fitch from the Company in 1=98 through an exchange of shares of the Company's common stock for shares of the Class A common stock of Abercrombie & Fitch owned by the Company= resulting in the acquisition of 47.1 million shares of the Company's common stock from the Company's shareholders . the closure of 750 underperforming stores between 1995 and 1998, primarily in women's apparel, excluding the closure of Cacique stores In addition, on May 3, 1999, the Company announced two additional transactions: . a proposed tax-free spinoff to its stockholders of 100% of the stock of Limited Too, a rapidly growing specialty retailer of apparel, accessories, lifestyle and personal care products for girls 7 to 14 years of age; and . a partnership with an affiliate of Freeman Spogli & Co. pursuant to which 60% of the Company's Galyan's Trading Co. business would be acquired by an affiliate of Freeman Spogli & Co. and from which the Company expects to receive total cash proceeds of $190 million (including proceeds from sale-leaseback transactions►. For more information with respect to Limited Too and the proposed spinoff, please refer to the Registration Statement on Form 10 filed by Limited Too with the Securities and Exchange Commission (the "Commission") on=May 4, 1999. The Limited Too spinoff is currently expected to occur in July or August of 1999 and the Galyan's transaction, which is subject to financing and ot=er customary conditions, is currently expected to close in June or July 1999. For some time, the Board and senior management have been considering possible uses of excess cash generated by the Company's operations and strategic initiatives. After careful consideration, including presentations from financial advisors to the Company, the Board concluded that a signific=nt share repurchase would be the most desirable use for this excess cash. The Board concluded that such a repurchase would demonstrate to the Company'=s stockholders the Company's confidence in its business, and would be a t=x- efficient way to distribute cash to those stockholders who wanted to receiv= cash for a portion of their Shares. In addition, over the past several months, representatives of the Board hav= conducted discussions with representatives of Mr. Wexner, the Company's Chairman, President and Chief Executive Officer, with respect to the approximately $352 million in cash which the Company is obliged to hold in = separate subsidiary in order to honor its obligations under the Contingent Stock Redemption Agreement (the "Contingent Stock Redemption Agreement=quot;), dated as of January 26, 1996 and amended in July 1996, among the Company, M=. Wexner and the Wexner Children's Trust (the "Trust"). During =he course of those discussions, representatives of Mr. Wexner and the Company discussed =he possibility of allowing the Company to use the restricted cash to repurchas= shares from the Company's other stockholders. Under 9 EFTA_R1_01783630 EFTA02597914 this proposal, Mr. =exner and the Trust would permit the Company to use the restricted cash to repurchase Shares at a premium to their market price and would agree not to participate in such repurchase. Consequently, the Company, Mr. Wexner and t=e Trust would agree 3 to rescind the Contingent Stock Redemption Agreement. The terms of the Contingent Stock Redemption Agreement are summarized in the Company's 1=99 Proxy Statement and a copy of the Agreement has been filed with the Commiss=on as an exhibit to the Company's Annual Report on Form 10-K for its 1996 =iscal year, and may be obtained in the manner described in Section 10. On various occasions, the Board and the Finance Committee of the Board have considered aspects of the Contingent Stock Redemption Agreement. With the advice of Lazard Freres & Co.lic, the Company's financial advisor =ith respect to this matter, and Davis Polk & Wardwell, its legal advisor, t=e Board concluded that, although the Company's rights under the Contingen= Stock Redemption Agreement (which are not exercisable until July 31, 2006) were potentially of future benefit to the Company's stockholders other than =r. Wexner, the opportunity for the Company to use the approximately $352 milli=n in restricted cash to repurchase Shares at a premium represented a greater immediate, tangible benefit to the Company's public stockholders, and w=s therefore in their best overall interests. In addition, the Board recognize= that certain other corporate objectives would be facilitated by rescinding =he Contingent Stock Redemption Agreement. As such, on April 30, 1999, the Boar= voted to rescind the Contingent Stock Redemption Agreement, provided that (=) the approximately $352 million in restricted cash would be made available t= be used for the purposes of this Offer, (2) Mr. Wexner, affiliated entities and members of Mr. Wexner's immediate family would agree not to tender =ny Shares in the Offer and (3) certain other conditions were satisfied. On May=3, 1999, a special committee of the Board approved the terms of an agreement (=he "Rescission Agreement") implementing the foregoing matters and th= Rescission Agreement was entered into. Purpose of the Offer The Offer is an integral part of the Company's ongoing strategy of allo=ing the Company to focus on its key businesses and maximizing stockholder value= The purpose of the Offer is to allow those stockholders desiring to receive cash for a portion of their Shares an opportunity to do so at a premium ove= the recent trading prices for the Shares. While the Board continues to beli=ve that the Shares represent an attractive investment for its continuing stockholders, the Offer presents stockholders who may wish to receive an immediate cash premium for their Shares with an opportunity to realize such premium by tendering Shares in the Offer. THE OFFER 1. Number of Shares; Proration; Extension of Offer. Upon the terms and subject to the conditions described herein and in the Letter of Transmittal, the Company will purchase up to 15,000,000 Shares (o= such greater number of Shares as the Company, in its sole discretion, may elect to purchase pursuant to the Offer) that are validly tendered and not withdrawn prior to the Expiration Date at a price (determined in the manner set forth below) not greater than $55.00 nor less than $50.00 per Share. Th= later of 12:00 midnight, New York City time, on Tuesday, June 1, 1999, or t=e latest time and date to which the Offer is extended, is referred to herein =s the "Expiration Date". For a description of the Company's rig=t to extend the period of time during which the offer is open or to delay, terminate or ame=d the offer, see Section 14. Only Shares validly tendered and not withdrawn prior to the Expiration Date will be eligible for purchase. If the Offer is oversubscribed as described below, only Shares validly tendered at or below the Purchase Price prior to the Expiration Date will be eligible for proration. The Company will determine the Purchase Price taking into account the numbe= of Shares so tendered and the prices specified by tendering stockholders. T=e Company will select the Purchase Price that will allow it to purchase 15,000,000 10 EFTA_R1_01783631 EFTA02597915 Shares (or such lesser number as are validly tendered at prices =ot greater than $55.00 nor less than $50.00 per Share) pursuant to the Offer. =he Offer is not conditioned upon any minimum number of Shares being tendered. =he Offer is, however, subject to certain other conditions. See Section 6. The Company reserves the right to purchase more than 15,000,000 Shares pursuant=to the Offer, but does not currently plan to do so. 4 In accordance with Instruction 5 of the Letter of Transmittal, each stockholder who wishes to tender Shares must specify the price (not greater than $55.00 nor less than $50.00 per Share) at which such stockholder is willing to have the Company purchase such Shares. As promptly as practicabl= following the Expiration Date, the Company will determine the Purchase Pric= (not greater than $55.00 nor less than $50.00 per Share) that it will pay f=r Shares validly tendered pursuant to the Offer, taking into account the numb=r of Shares so tendered and the prices specified by tendering stockholders. A=l Shares purchased pursuant to the Offer will be purchased at the Purchase Price. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration, will be returned to the tendering stockholders at the Company's expense as promptly as practicable following the Expiration D=te. If not more than 15,000,000 Shares (or such greater number of Shares as the Company, in its sole discretion, may elect to purchase pursuant to the Offe=) are validly tendered and not withdrawn prior to the Expiration Date, the Company will purchase all such Shares. If more than 15,000,000 Shares (or such greater number of Shares as the Company, in its sole discretion, may elect to purchase pursuant to the Offe=) have been validly tendered and not withdrawn prior to the Expiration Date, =he Company will purchase up to a maximum of 15,000,000 Shares (or any such greater number designated by the Company), upon the terms and subject to th= conditions of the Offer, in the following order of priority: (a) all Shares validly tendered and not withdrawn prior to the Expiration Date by any stockholder who owned beneficially an aggregate of fewer than 100 Shares as of the close of business on May 3, 1999 and who validly tenders all of such Shares (partial tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Let=er of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (see Section 2); and (b) after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date, on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). The Company does not expect that it will be able to announce the final proration factor or to commence payment for any Shares purchased pursuant t= the Offer until approximately five NYSE trading days after the Expiration Date, if proration of tendered Shares is required, because of the difficult= in determining the number of Shares validly tendered (including Shares tendered pursuant to the guaranteed delivery procedure described in Section=3) and not withdrawn prior to the Expiration Date and as a result of the "=odd lot" procedure described in Section 2. Preliminary results of proratio= will be announced by press release as promptly as practicable after the Expirati=n Date. Holders of Shares may obtain such preliminary information from the Dealer Managers or the Information Agent and may also be able to obtain suc= information from their brokers. The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Of=er is open by giving oral or written notice of such extension to the Depositar=. See Section 14. There can be no assurance, however, that the Company will exercise its right to extend the Offer. If the Company decides, in its sole discretion, to increase (except for any increase not in excess of 2% of the outstanding Shares) or decrease the number of Shares being sought or to increase or decrease the consideration offered in the Offer to holders of Shares and, at the time that notice of such increase or decrease is first published, sent or given to holders of Shares in 11 EFTA_R1_01783632 EFTA02597916 the manner specified below= the Offer is scheduled to expire at any time earlier than the tenth busines= day from the date that such notice is first so published, sent or given, th= Offer will be extended until the expiration of such ten- business-day period= For purposes of the Offer, a "business day" means any day other t=an a Saturday, Sunday or federal holiday and consists of the time period from 12=01 a.m. through 12:00 midnight, New York City time. 2. Tenders by Holders of Fewer Than 100 Shares. All Shares validly tendered at or below the Purchase Price and not withdraw= by or on behalf of persons who beneficially owned an aggregate of fewer tha= 100 Shares as of the close of business on May 3, 1999 will 5 be accepted before proration, if any, of the purchase of other tendered Shares. See Section 1. Partial tenders will not qualify for this preference= nor is it available to beneficial holders of 100 or more Shares, even if su=h holders have separate stock certificates for fewer than 100 Shares. By accepting the Offer, a stockholder owning beneficially fewer than 100 Share= will avoid the payment of brokerage commissions and any applicable odd lot discount payable on a sale of Shares in a transaction effected on a securit=es exchange. As of April 29, 1999 (disregarding Shares held in the Company's Savings=and Retirement Plan), approximately 572,488 Shares were held of record by holde=s holding fewer than 100 Shares each. Because of the large number of Shares h=ld in the names of brokers and nominees, the Company is unable to estimate the number of beneficial owners of fewer than 100 Shares or the aggregate numbe= of Shares they own. Any stockholder wishing to tender all of his or her Sha=es pursuant to this Section should complete the box captioned "Odd Lots&q=ot; on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. 3. Procedure for Tendering Shares. Proper Tender of Shares. To tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal must=be received by the Depositary at one of its addresses set forth on the back co=er of this Offer to Purchase and either (i) certificates for the Shares to be tendered must be received by the Depositary at one of such addresses or (ii= such Shares must be delivered pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery received by t=e Depositary, including an Agent's Message (as defined below) if the tend=ring stockholder has not delivered a Letter of Transmittal), in each case by the Expiration Date, or (b) the guaranteed delivery procedure described below m=st be complied with. The term "Agent's Message" means a message,=transmitted by the Book-Entry Transfer Facility (as hereinafter defined) to and received b= the Depositary and forming a part of a book-entry confirmation, which state= that such Book-Entry Transfer Facility has received an express acknowledgme=t from the participant in such Book-Entry Transfer Facility tendering the Sha=es which are the subject of such book-entry confirmation, that such participan= has received and agrees to be bound by the terms of the Letter of Transmitt=l and that the Purchaser may enforce such agreement against such participant. Notwithstanding any other provisions hereof, payment for Shares tendered an= accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositaryl-=;s account at the Book-Entry Transfer Facility, as defined below), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) wi=h any required signature guarantees, or an Agent's Message in connection =ith book-entry delivery, and any other documents required by the Letter of Transmittal. 12 EFTA_R1_01783833 EFTA02597917 IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO TENDER SHARES PURSUANT TO THE OFFER, A STOCKHOLDER MUST EITHER (A) CHECK TH= BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TEND=RED AT PRICE DETERMINED BY DUTCH AUCTION" OR (B) CHECK ONE OF THE BOXES IN TH= SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT PRI=E DETERMINED BY STOCKHOLDER". A STOCKHOLDER WHO WISHES TO MAXIMIZE THE CHANCE THAT HIS OR HER SHARES WILL BE PURCHASED AT THE RELEVANT PURCHASE PRICE SHOULD CHECK THE BOX ON THE RELEVANT LETTER OF TRANSMITTAL MARKED, "SHARES TENDERED AT PRICE DETER=INED BY DUTCH AUCTION". NOTE THAT THIS ELECTION COULD RESULT IN SUCH STOCKHOLD=R'S SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $50.00 PER SHARE. A STOCKHOL=ER WHO WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $0.125) AT WHICH S=CH STOCKHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER THE SECT=ON CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER" ON=THE LETTER OF TRANSMITTAL IN THE TABLE LABELED "PRICE (IN DOLLARS) PER SHARE AT W=ICH 6 SHARES ARE BEING TENDERED". A STOCKHOLDER WHO WISHES TO TENDER SHARES =T MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE=AT WHICH SUCH SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE. A TENDER OF SHARES WILL BE PROPER IF, AND ONLY IF, ON THE APPROPRIATE LETTE= OF TRANSMITTAL EITHER THE BOX IN THE SECTION CAPTIONED "SHARES TENDERE= AT PRICE DETERMINED BY DUTCH AUCTION" OR ONE OF THE BOXES IN THE SECTION CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDERS" 1= CHECKED. Book Entry Delivery. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (referred to as the "Boo=-Entry Transfer Facility") for purposes of the Offer within two business days=after the date of this Offer to Purchase, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the proced=res of the Book-Entry Transfer Facility. However, although delivery of Shares may =e effected through book-entry transfer, a properly completed and duly execute= Letter of Transmittal (or facsimile thereof) properly completed and duly executed together with any required signature guarantees or an Agent's =essage and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offe= to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmitta= and any other required documents to the Book- Entry Transfer Facility does n=t constitute delivery to the Depositary. Method of Delivery. The method of delivery of all documents, including Shar= certificates, is at the election and risk of the tendering stockholder. If delivery is by mail, registered mail with return receipt requested, properl= insured, is recommended. Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program =an "Eligible Institution"). Signatures on a Letter of Transmittal ne=d not be guaranteed if (a) the Letter of Transmittal is signed by the registered hol=er of the Shares tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" on the Letter of Transmit=al or (b) such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 7 of the Letter of Transmittal. Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents t= the Depositary by the Expiration Date or such shareholder cannot complete t=e 13 EFTA_R1_01783634 EFTA02597918 procedure for delivery by book-entry on a timely basis, such Shares may nevertheless be tendered if all of the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company is received by the Depositary (as provided below) by the Expiration Date; and (iii) the certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book- Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee, or an Agent's Message and any other documents required by the Letter of Transmittal, are received by the Depositary within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted b= telegram, facsimile transmission or mail to the Depositary and must include=a guarantee by an Eligible Institution in the form set forth in such Notice. 7 Employee Plans. Participants in the Company's Savings and Retirement Pl=n who wish to have the Trustee of such Plan tender Shares attributable to the=r accounts should so indicate by completing, executing and returning to such Trustee the election form included in the notice sent to such participants. Participants in the Company's Stock Purchase Plan who wish to have the =gent for such Plan tender Shares attributable to their accounts should so indica=e by following the instructions included in the notice sent to such participants. Holders of vested but unexercised options may exercise such options for cash in accordance with the terms of the Stock Option Plans and tender the Shares received upon such exercise in accordance with the Offer. See "Proper Tender of Shares" above. The participants in the Stoc= Purchase Plan or the Savings and Retirement Plan may not use the Letter of Transmitt=l to direct the tender of the Shares. Participants in the Savings and Retirem=nt Plan must use the separate election form sent to them, whereas participants=in the Stock Purchase Plan must forward their instructions to Merrill Lynch, Pierce, Fenner & Smith, Incorporated, the agent under the Stock Purchas= Plan. Plan participants are urged to read the separate election form and related materials carefully. See Instruction 13 of the Letter of Transmittal. Dividend Reinvestment Plan. Stockholders who are participants in the DRP wh= wish to tender some or all of the Shares attributable to their accounts may=do so by so indicating on the Letter of Transmittal and by following the procedures outlined above under "Proper Tender of Shares". Other Benefit Plans. Stockholders who are participants in employee benefit plans not affiliated with the Company that hold Shares may tender some or a=l of such Shares as provided herein generally, subject to the provisions of s=ch plans. To the extent required under any such plan, participants will receiv= separate instructions to be followed in connection with any tender. Federal Income Tax Withholding. Under the federal income tax backup withholding rules, 31% of the gross proceeds payable to a stockholder or ot=er payee pursuant to the Offer must be withheld and remitted to the United Sta=es Treasury, unless the stockholder or other payee provides his or her taxpaye= identification number (employer identification number or social security number) to the Depositary and certifies that such number is correct or an exemption otherwise applies under applicable regulations. Therefore, unless such an exception exists and is proven in a manner satisfactory to the Depositary, each tendering stockholder should complete and sign the Substit=te Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding. Certai= stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit a statement, signed under penalties=of perjury, attesting to that 14 EFTA_R1_01783835 EFTA02597919 individual's exempt status. Such statements =an be obtained from the Depositary. See Instruction 10 of the Letter of Transmitt=l. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 13. Gross proceeds payable pursuant to the Offer to a foreign stockholder or hi= or her agent will be subject to withholding of federal income tax at a rate=of 30%, unless the Company determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding i= applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, = foreign stockholder is any stockholder that is not (i) a citizen or residen= of the United States, (ii) a corporation, partnership or other entity creat=cl or organized in or under the laws of the United States or (iii) an estate o= trust the income of which is subject to United States federal income taxati=n regardless of its source. The Company will determine the applicable rate of withholding by reference to a stockholder's address, unless the facts a=d circumstances indicate such reliance is not warranted or if applicable law (for example, an applicable tax treaty or Treasury regulations thereunder) requires some other method for determining a stockholder's residence. A foreign stockholder may be eligible to file for a refund of such tax or a portion of 8 such tax if such stockholder meets the "complete redemption", &qu=t;substantially disproportionate" or "not essentially equivalent to a dividend&qu=t; tests described in Section 13, or if such stockholder is entitled to a reduced ra=e of withholding pursuant to a tax treaty and the Company withheld at a highe= rate. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the Offer are effectively connected with th= conduct of a trade or business within the United States, a foreign stockhol=er must deliver to the Depositary a properly executed statement claiming such exemption. Such statements can be obtained from the Depositary. See Instruction 10 of the Letter of Transmittal. Foreign stockholders are urged=to consult their own tax advisors regarding the application of federal income =ax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure. Tender Constitutes An Agreement. The tender of Shares pursuant to any one o= the procedures described above will constitute the tendering stockholder Hs acceptance of the terms and conditions of the Offer and an agreement betwee= the tendering stockholder and the Company upon the terms and subject to the conditions of the Offer. It is a violation of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") for a person, directly or indirec=ly, to tender Shares for his own account unless the person so tendering (i) has a =et long position equal to or greater than the number of (x) Shares tendered or (y) other securities immediately convertible into, or exercisable or exchangeable for, the number of Shares tendered and will acquire such Share= for tender by conversion, exercise or exchange of such other securities and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tend=r or guarantee of a tender on behalf of another person. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's representation and warranty that (i) such stock=older has a net long position in the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act and (ii) the tender of such Shares compli=s with Rule 14e-4. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the Purchase Pric=, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determi=ed by the Company in its sole discretion, which determination shall be 15 EFTA_R1_01783636 EFTA02597920 final a=d binding on all parties. The Company reserves the absolute right to reject a=y or all tenders of Shares determined by it not to be in proper form, or the acceptance of which or payment for which may, in the opinion of the Company=#39;s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in any tender of particular Shares, and the Company's interpretation of the terms of the Offer (including the instr=ctions in the Letter of Transmittal) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any dut= to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification. 4. Withdrawal Rights. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, exc=pt that they may be withdrawn after July 2, 1999 unless previously accepted fo= payment as provided in this Offer to Purchase. If the Company extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, on behalf of the Company, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the tender of=er shall either pay the consideration offered, or return the tendered securiti=s, promptly after the termination or withdrawal of the tender offer. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresse= set forth on the back cover of this Offer to Purchase and must 9 specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of t=e Shares, if different from that of the person who tendered such Shares. If t=e Shares to be withdrawn have been delivered to the Depositary, a signed noti=e of withdrawal with signatures guaranteed by an Eligible Institution (except=in the case of Shares tendered by an Eligible Institution) must be submitted prior to the release of such Shares. In addition, such notice must specify,=in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shar=s to be withdrawn or, in the case of Shares tendered by book entry transfer, =he name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purpose= of the Offer. However, withdrawn Shares may be retendered by again followin= one of the procedures described in Section 3 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of an= notice of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding. None of the Company, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure=to give any such notification. 5. Acceptance for Payment of Shares and Payment of Purchase Price. Upon the terms and subject to the conditions of the Offer, and as promptly as practicable after the Expiration Date, the Company will determine the Purchase Price, taking into account the number of Shares tendered and the prices specified by tendering stockholders, and will (subject to the prorat=on and "odd lot" provisions of the Offer) accept for payment (and th=reby purchase) and pay for Shares validly tendered at or below the Purchase Pric= and not withdrawn as permitted in Section 4. As soon as practicable followi=g the determination of the Purchase Price, the Company will 16 EFTA_R1_01783637 EFTA02597921 announce the Purchase Price it will pay for tendered Shares. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made promptly (subject to possible delay in the event of proration) but only after timely receipt by the Depositary of certificates for Shares (or of a confirmation =f a book-entry transfer of such Shares into the Depositary's account at t=e Book-Entry Transfer Facility), a properly completed and duly executed Lette= of Transmittal (or facsimile thereof) (or an Agent's Message in connect=on with a book-entry transfer) and any other required documents. For purposes of the Offer, the Company will be deemed to have accepted for payment (and thereby purchased), subject to the proration and "odd lot=quot; provisions of the Offer, Shares that are validly tendered and not withdrawn as, if and when it gives oral or written notice to the Depositary of its acceptance for payment of such Shares. Payment for Shares accepted for paym=nt pursuant to the Offer will be made by depositing the Purchase Price therefo= with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Company and transmitting payment =o tendering stockholders. Under no circumstances will interest be paid on amounts to be paid to tendering stockholders by the Company by reason of an= delay in making such payment. Certificates for all Shares not purchased will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to =n account maintained with the Book-Entry Transfer Facility) as soon as practicable without expense to the tendering stockholder. The Company will =ay all stock transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer, except as set forth in Instruction 8 of th= Letter of Transmittal. Payment for Shares may be delayed in the event of difficulty in determining the number of Shares validly tendered or if proration is required. See Sect=on 1. In addition, if certain events occur, the Company may not be obligated t= purchase Shares pursuant to the Offer. See Section 6. As provided in Rules 13e-4(f)(4) and (8)(ii) under the Exchange Act, the Company will pay the same amount per Share for each Share purchased pursuan= to the Offer. 10 6. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment or pay for any Shares tendered, and may terminate or amend the Offer or may postpone (subject to the requirements o= the Exchange Act for prompt payment for or return of Shares) the acceptance for payment of, and payment for, Shares tendered, if at any time on or afte= May 4, 1999 and on or before the Expiration Date any of the following shall have occurred (or shall have been determined in the judgment of the Company=to have occurred) and, in the judgment of the Company, in any such case and regardless of the circumstances (including any action or omission to act by the Company) giving rise to such condition, such event makes it inadvisable=to proceed with the Offer or with such acceptance for payment or payment: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal which directly or indirectly (i) challenges the making of the Offer, the acquisition of some or all of the Shares pursuant to the Offer or otherwise relates in any manner to the Offer; or (ii) in the Company's judgment, could materiall= and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the contemplated benefits of the Offer to the Company; 17 EFTA_R1_01783638 EFTA02597922 (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any court or any authority, agency or tribunal which, in the Company's judgment, would or might directly or indirectly=(i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer; (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares; (iii) materially impair the contemplated benefits of the Offer to the Company; or (iv) materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries; (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over•the-counter market; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States; (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the Company's judgment, might affect, the extension of credit by banks or other lending institutions in the United States; (v) any significant decrease in the market price of the Shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the judgment of the Company, have a material adverse effect on the Company's business, condition (financial=or other), income, operations or prospects or the trading in the Shares; (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (vii) any decline in either the Dow Jones Industrial Average or the Standard and Poor's Index of 500 Industrial Companies by an amount in excess of 10 percent measured from the close of business on May 3, 1999; (d) (i) the Company shall have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or acquisition proposal, disposition of assets other than in the ordinary course of business or (ii) any tender or exchange offer with respect to some or all of the Shares (other than this Offer) shall have been commenced; (e) any change shall occur or be threatened in the business, condition (financial or other), income, operations, Share ownership or prospects of the Company and its subsidiaries, taken as a whole, which, in the judgment of the Company, is or may be material to the Company or its subsidiaries; or 11 (f) (i) any person, entity or "group" (as that term is used in Se=tion 13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding Shares (other than a person, entity or group which had publicly disclosed such ownership in a Schedule 13D or 13G (or an amendment thereto) on file with the Commission prior to May 3, 1999); (ii) any person, entity or group which had filed with the Commission on or before May 3, 1999 a Schedule 13G or a Schedule 13D with respect to the Shares shall have acquired, or proposed to acquire, beneficial ownership of additional Shares constituting more than 2% of the outstanding Shares; or (iii) any new group shall have been formed which beneficially owns more than 5% of the outstanding Shares (options for and other rights to acquire Shares which are acquired or proposed to be acquired being deemed for purposes of this clause (f) to be immediately exercisable or convertible). The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any acti=n or inaction by the Company) giving rise to any such condition and any such condition may be waived by the Company, in whole or in part, at any time an= from time to time in its sole discretion. The Company's failure at any =ime to exercise any of the foregoing rights shall not be deemed a waiver of any su=h right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to 18 EFTA_R1_01783839 EFTA02597923 any other facts =r circumstances; and each such right shall be deemed an ongoing right which m=y be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding on =11 parties. 7. Price Range of Shares; Cash Dividends. The Shares are listed and principally traded on the NYSE. The following table sets forth the high and low closing prices of the Shares as reported =n the Composite Tape, and dividends paid per Share, for the fiscal periods indicated: Fiscal Quarter 1997 First Second H=gh Low Dividends $20 1/8 $ 17 $0.12 $22 5/16 $18 5/8 $0.12 Third $25 1/2 $21 3/8 $0.12 Fourth $27 1/4 $23 9/16 $0.12 1998: First $33 7/8 $27 1/8 $0.13 Second $36 1/4 $26 13/16 $0.13 Third $27 3/16 $ 21 $0.13 Fourth $34 1/8 $25 5/16 $0.13 1999: First $43 3/4 $34 1/4 $0.15 Second (May 3, 1999) $44 5/8 $44 5/8 -- On May 3, 1999, the Company declared a regular quarterly cash dividend of $0.15 per Share, payable on June 30, 1999 to holders of record as of June 2=, 1999. The dividend will not be payable with respect to Shares purchased pursuant to the Offer. On April 30, 1999, the last full day of trading prior to the announcement o= the Offer, the closing price of the Shares on the NYSE as reported on the Composite Tape was $43 3/4 per Share. Stockholders are urged to obtain a current market quotation for the Shares. 8. Certain Effects of the Offer. As of March 26, 1999, the Company had issued and outstanding 228,165,712 Shares. The 15,000,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 6.6% of the Shares outstandin= as of that date. The Company does not believe that the purchase of Shares pursuant to the Offer will result in delisting of the Shares on the NYSE or termination of registration of the Shares under the Exchange Act. 12 If the Company should decide to purchase any of its Shares in the future, any such purchases may be on the same terms as, or on terms which are more =r less favorable to stockholders than, the terms of the Offer. Rule 13e•4 und=r the Exchange Act, however, prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. The Trust, Leslie H. Wexner, Chairman, President and Chief Executive Office= of the Company, certain members of Mr. Wexner's immediate family and ce=tain affiliated entities currently beneficially own in the aggregate approximate=y 25.8% of the outstanding Shares. Pursuant to the Rescission Agreement, they have agreed not to tender any such Shares 19 EFTA_R1_01783640 EFTA02597924 in the Offer. See Section 11. Assuming the purchase of 15,000,000 Shares by the Company pursuant to the Offer, the Trust, Mr. Wexner, certain members of his immediate family and certain affiliated entities would beneficially own approximately 27.5% of t=e outstanding Shares. The Company currently intends to cancel and retire Shares purchased pursuant to the Offer. Such Shares will return to the status of authorized and uniss=ed Shares. The Shares are currently "margin securities" under the rules of t=e Federal Reserve Board. This has the effect, among other things, of allowing brokers=to extend credit on the collateral of the Shares. The Company believes that, following the repurchase of Shares pursuant to the Offer, the Shares will continue to be margin securities for purposes of the Federal Reserve Board&=39;s margin regulations. Schedule A hereto describes transactions effected by the Company or by individuals who are directors or executive officers of the Company during t=e 40 business days prior to the date hereof. Neither the Company nor the Board of Directors makes any recommendation to any stockholder whether to tender some or all Shares. Leslie H. Wexner, Chairman, President and Chief Executive Officer of the Company, his immedia=e family members and affiliated entities to have agreed not to tender any Sha=es pursuant to the Offer. See Section 11. The Company has been advised that it= other directors and executive officers have not determined whether to tende= their Shares pursuant to the Offer. Stockholders must make their own decisi=ns whether to tender Shares and, if so, how many Shares to tender. Shares tendered in the Offer will not be entitled to receive the dividend o= $0.15 per Share declared on May 3, 1999 to stockholders of record on June 2=, 1999, nor will they be entitled to participate in the Limited Too spinoff, described above in "Background and Purpose of the Offer". 9. Source and Amount of Funds. Assuming that the Company purchases 15,000,000 Shares pursuant to the Offer at a price of $55.00 per Share, the Company estimates that the total amount required by the Company to purchase such Shares and pay related fees and expenses will be approximately $830 million. The Company expects to pay for the Shares purchased pursuant to the Offer with the approximately $352 mill=on in funds made available by the rescission of the Contingent Stock Redemptio= Agreement and with other available funds. At April 3, 1999, the Company'=s other cash, cash equivalents and temporary investments, net of commercial paper borrowings, aggregated approximately $661 million. 10. Certain Information Concerning the Company. The Company is principally engaged in the purchase, distribution and sale o= women's, men's and children's apparel, women's intimate app=rel, personal care products and a wide variety of sporting goods. The Company operates an integrated distribution system which supports the Company's retail acti=ities. These activities are conducted under various trade names primarily through =he retail stores and catalogue business of the Company. Merchandise is targete= to appeal to customers in various market segments that have distinctive consumer characteristics. 13 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. (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. At April 3, 1999, either directly or through its subsidiaries, the Company operated approximately 5,360 stores in the United States under a variety of brand names, including "Limited", 29 EFTA_R1_01783841 EFTA02597925 "=Express", "Henri Bendel", "Victoria's Secret", "Lerner New York"=, "Lane Bryant", "Structure", "Limited Too", "Bath & Body Works" and "Galyan=#39;s Trading Co." The Company was reincorporated under the laws of the State of Delaware in 1982, and its principal executive offices are located at Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43230. The Company's telephone =umber is (614) 415-7000. Summary Historical Financial Information. Set forth below is certain consolidated historical financial information of the Company and its subsidiaries. The historical financial information (other than the ratios o= earnings to fixed charges) was derived from the audited consolidated financ=al statements included in the Company's Annual Report on Form 10-K for the=year ended January 30, 1999 (the "Company's 1998 Annual Report"), =nd other information and data contained in the Company's 1998 Annual Report. Mor= comprehensive financial information is included in such reports and the financial information which follows is qualified in its entirety by referen=e to such reports and all of the financial statements and related notes contained therein, copies of which may be obtained as set forth below under "Additional Information About the Company". THE LIMITED, INC. AND SUBSIDIARIES Summary Historical Financial Information (In thousands, except per share data and financial ratios) Year Ended January January 30, 1999 31, 1998 Condensed Consolidated Statements of Income: Net sales $9,346,911 $9,188,804 Operating income 2,437,473(4) 480,099(5) Net income 2,053,646(6) 217,390(7) Net income per share: Basic 8.52 0.80 Diluted 8.32(6) 0.79(7) Weighted average number of shares outstanding: Basic 240,907 271,898 Diluted 246,319 274,483 Ratio of earnings to fixed charges (1) 8.99(6) 2.44(7) Condensed Consolidated Balance Sheets: Assets Total current assets.... $2,318,184 $2,031,151 Total assets 4,549,708 4,300,761 Total assets less intangible assets (2).. 4,331,896 4,172,381 Liabilities and Shareholders' Equity Total current liabilities $1,247,935 $1,093,412 Long-term debt 550,000 650,000 21 EFTA_R1_01783842 EFTA02597926 Total liabilities 2,316,405 2,255,804 Shareholders' equity.... 2,233,303 2,044,957 Book value per share outstanding (3) 9.86 7.50 Shares outstanding at end of period 226,572 272,800 14 (1) For the purpose of calculating the ratio of earnings to fixed charges, earnings consists of pretax income excluding minority interests plus fixed charges consisting of interest and the portion of minimum rent considered representative of interest. (2) Intangible assets include: unamortized catalogue costs, goodwill, trademarks and non-compete agreements. (3) Book value per share outstanding is based upon actual shares outstandin= net of shares held in treasury and does not include the dilutive effect of stock options and restricted stock. (4) Includes $1.740 billion in special and nonrecurring items comprised of =he following: . $1.651 billion tax-free gain related to the exchange offer that established A&F as an independent company. . $93.7 million gain from the sale of the Company's remaining interest=in Brylane. . $5.1 million charge for severance and other associate termination costs related to the closing of five of six Henri Bendel stores. (5) Includes $213 million in special and nonrecurring charges comprised of =he following: . $68 million in charges for the closing of the 118-store Cacique business effective January 31, 1998. . $82 million in charges related to streamlining the Henri Bendel business. . $86 million of impaired asset charges, related principally to the women's apparel businesses. . A $28 million provision for closing and downsizing oversized stores and a $12 million write-down to net realizable value of a real estate investment previously acquired in connection with closing and downsizing certain stores. . These charges were partially offset by a third quarter net gain of $62.8 million related principally to the Company's sale of approximately one- half of its investment in Brylane. In addition, the Company recognized a $13 million cost of sales charge for inventory liquidation at Henri Bendel. (6) Includes special and nonrecurring items of $1.740 billion (see 4 above) and includes A&F results through the date of the split-off. Excluding these items and adjusting for the A&F split-off as if it had occurred i= the beginning of 1998, net income would have been $342.3 million, net income per share would have been $1.46, and the ratio of earnings to fixed charges would have been 3.29. (7) Includes special and nonrecurring items of $213 million and a $13 milli=n cost of sales charge for inventory liquidation (see 5 above) and an $8.6 million gain in connection with the Brylane initial public offering. Excluding these items and adjusting for the A&F split-off as if it had occurred at the beginning of 1997, net income would have been $298.4 million, net income per share would have been $1.31, and the ratio of earnings to fixed charges would have been 3.07. Recent Developments 22 EFTA_R1_01783643 EFTA02597927 The Company announced on May 3, 1999 that it expects to report April total sales of $639.9 million, an increase in comparable store sales of 5% and fi=st quarter earnings per Share of $.14, an increase of 56% over an adjusted $.0= per Share in 1998. This represents a significant increase over the current Wall Street consensus estimate of $.10 per Share, and is primarily the resu=t of strong first quarter performances at the Express, Lerner New York, Lane Bryant and Limited Too brands, as well as at Intimate Brands. Additionally, the Company announced on May 3, 1999 that, due to the momentu= in its apparel brands, it expects to exceed the current second quarter Wall Street consensus estimate of $.15 per share by $.03. 15 Pro Forma Financial Information Set forth below is certain unaudited pro forma consolidated financial information of the Company and its subsidiaries based on historical information which has been adjusted to reflect (i) the consummation of the Limited Too spinoff and the related transactions described in the Notes to Summary Unaudited Pro Forma Financial Information and (ii) the purchase of 15,000,000 Shares at an assumed price of $55.00 per Share pursuant to the Offer and the related transactions described in the Notes to Summary Unaudi=ed Pro Forma Financial Information. In addition, such information reflects the reclassification of approximately $352 million of restricted cash as a resu=t of the rescission of the Contingent Stock Redemption Agreement. The Summary Unaudited Pro Forma Consolidated Statement of Income gives effect to the ab=ve transactions as if they occurred on February 1, 1998 and the Summary Unaudi=ed Pro Forma Consolidated Balance Sheet gives effect to the transactions as if they occurred on January 30, 1999. The assumptions on which the pro forma financial information is based are further described in the Notes to Summar= Unaudited Pro Forma Financial Information. Management of the Company believ=s that the assumptions used provide a reasonable basis on which to present th= Summary Unaudited Pro Forma Financial Statements. The pro forma financial information does not purport to be indicative of the results which would actually have been achieved if the Offer and the Limited Too spinoff and related transactions had been completed as of such dates or which may be achieved in the future. The pro forma financial information should be read =n conjunction with the accompanying notes thereto and the consolidated financ=al statements and related notes set forth in the Company's 1998 Annual Rep=rt, as well as the summary historical financial information set forth above. THE LIMITED, INC. AND SUBSIDIARIES Summary Unaudited Pro Forma Consolidated Statement of Income (In thousands, except per share data and financial ratios) Pro Forma Year Ended Limited Limited To= Year Ended January 30, Too Transactio= Tender January 30, 1999 Spinoff Subtotal Costs = Offer 1999 Net sales $ 9,346,911 Costs of goods sold, occupancy and buying costs (6,348,945) $ 376,943 $8,969,968 (251,531) (6,097,414) Gross income 2,997,966 125,412 2,872,554 General, administrative and store operating expenses (2,300,523) (96,956) (2,203,567) Special and nonrecurring $ 8,969,968 (6,097,414) 2,872,554 (2,203,567) 23 EFTA_R1_01783644 EFTA02597928 items, net 1,740,030 1,740,030 $(10,000)=a) 1,730,030 Operating income 2,437,473 28,456 2,409,017 (10,000)= 2,399,017 Interest expense (68,528) (68,528) = (3,500)(c) (72,028) Other income, net 59,265 59,265 = (27,000)(d) 32,265 Minority interest (64,564) (64,564) = (64,564) Income before income taxes 2,363,646 28,456 2,335,190 (10,000)= (30,500) 2,294,690 Provision for income taxes (310,000) (11,400) (298,600) 4,000 =b) 12,200(e) (282,400) Net income (1) $ 2,053,646 (3) $ 17,056 $2,036,590 $ (6,000)= $(18,300) $ 2,012,290 (g) ---=3D 3D Net income per share: Basic $ 8.52 = $ 8.91 Diluted $ 8.32 (3) $ 8.68 (g) Weighted average number of shares outstanding: Basic 240,907 240,907 = (15,000)(f) 225,907 =3D Diluted 246,319 246,319 = (15,000)(f) 231,319 =30 Ratio of earnings to fixed charges (2) 8.99 (3) = 9.08 (g) (1) Includes $1.740 billion in special and nonrecurring items comprised of =he following: .$1.651 billion tax-free gain related to the exchange offer that established A&F as an independent company. . $93.7 million gain from the sale of the Company's remaining interest =n Brylane. . $5.1 million charge for severance and other associate termination costs related to the closing of five of six Henri Bendel stores. (2) For the purpose of calculating the ratio of earnings to fixed charges, earnings consists of pre-tax income excluding minority interests plus fixed charges consisting of interest and the portion of minimum rent considered representative of interest. (3) Includes special and nonrecurring items of $1.740 billion (see 1 above) and includes A&F results through the date of the split-off. Excluding these items and adjusting for the A&F split-off as if it had occurred a= the beginning of 1998, net income would have been $342.4 million, net income per share would have been $1.46, and the ratio of earnings to fixed charges would have been $3.29. The accompanying notes are an integral part of the Summary Unaudited Pro Forma Consolidated Financial Statements. 16 THE LIMITED, INC. AND SUBSIDIARIES Summary Unaudited Pro Forma Consolidated Balance Sheet 24 EFTA_R1_01783845 EFTA02597929 (In thousands, except per share data) Limite= Too Transactions Limi=ed Too January 30, Tran=action 1999 Debt Spinoff(b) Subtotal C=sts Pro Forma Tender January 30, Offer 1999 Assets Current assets Cash and equivalents... $ 870,317 $50,000(a) $ 987 $ 919,330 $(1=,000)(c) $ 351,600 (d) $ 429,930 Accounts receivable.... 77,715 Inventories 1,119,670 Store supplies 98,797 Other 151,685 = (825,000)(e) (6,000)(f) 1,440 76,275 = 76,275 27,565 1,092,105 = 1,092,105 5,237 93,560 = 93,560 582 151,103 = 151,103 Total current assets.... 2,318,184 50,000 Property and equipment, net 1,361,761 44,894 1,316,867 = Restricted cash 351,600 351,600 = Deferred income taxes... 48,782 6,313 42,469 Other assets 469,381 1,250 1,250 469,381 35,811 2,332,373 (1=,000) (479,400) 1,842,973 1,316,867 (351,600)(d) -- = 42,469 469,381 Total Assets $4,549,708 $51,250 $88,268 $4,512,690 $(1=,000) $(831,000) $3,671,690(1) 30= 3D Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 289,947 $ 3,108 $ 286,839 = Current portion of long-term debt 100,000 100,000 = Borrowings under revolving credit agreement -- 1,250 1,250 = Accrued expenses 681,515 22,377 659,138 = Income taxes 176,473 8,932 167,541 = $ 286,839 100,000 659,138 167,541 Total current liabilities 1,247,935 1,250 35,667 1,213,518 = 1,213,518 Long-term debt 550,000 50,000(a) 50,000 550,000 = 550,000 Other long-term liabilities 56,010 1,501 54,509 = 54,509 Minority interest 110,860 110,860 = 110,860 Contingent stock redemption agreement... 351,600 351,600 = (351,600)(d) Total shareholders' equity 2,233,303 1,100 2,232,203 (1=,000)(c) 351,600(d) 1,742,803 (825,000)(e) (6,000)(f) Total Liabilities and 3D=== 25 EFTA_R1_01783646 EFTA02597930 Shareholders' Equity... $4,549,708 $51,250 $88,268 $4,512,690 =$(10,000) $(831,000) $3,671,690 3D= 3D 3D=== Shares outstanding at end of period 226,572 226,572 = (15,000)(g) 211,572 Book value per share outstanding (2) $ 9.86 = $ 8.24 (1) Total assets less intangible assets on a pro forma basis are $3,453,878= (2) Book value per share outstanding is based upon actual shares outstandin= net of shares held in treasury and does not include the dilutive effect of stock options and restricted stock. The accompanying notes are an integral part of the Summary Unaudited Pro Forma Consolidated Financial Statements. 17 NOTES TO SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION 1. Basis of Presentation The following summary of pro forma adjustments is based on available information and various estimates and assumptions. Management of the Compan= believes that these assumptions provide a reasonable basis for presenting a=I of the significant effects of the following transactions and events and tha= the pro forma adjustments give appropriate effect to those assumptions and =re properly applied in the unaudited pro forma consolidated financial statemen=s. The summary unaudited pro forma financial information gives effect to the transactions described below: . Limited Too's financing proceeds of approximately $51 million, which will be used to pay a dividend of $50 million to the Company and $1.25 million in financing fees to the lenders, and the spinoff of Limited Too to the stockholders of the Company (together, the "Limited Too Transactions"). . The purchase of 15,000,000 Shares of the Company at an assumed price of $55 per Share for a total of $825 million. . The rescission of the Contingent Stock Redemption Agreement, resulting in a reclassification of restricted cash of $351.6 million to general cash and reclassification of temporary equity (the caption "Contingent stock redemption agreement" in the balance sheet) to permanent equity. The historical information has been adjusted to give effect to the above transactions and assumptions to the extent not reflected in the historical financial statements. The Summary Unaudited Pro Forma Consolidated Statemen= of Income gives effect to the above transactions as if they occurred on February 1, 1998 and the Summary Unaudited Pro Forma Consolidated Balance Sheet gives effect to the transactions as if they occurred on January 30, 1999. 2. Pro Forma Consolidated Statement of Income (a) To reflect estimated transaction costs incurred in connection with the spinoff of Limited Too. (b) To reflect the tax effect of the transaction costs at an estimated effective tax rate of 40%. 26 EFTA_R1_01783847 EFTA02597931 (c) To reflect estimated interest expense on additional short-term borrowings the Company would have incurred in 1998 if the Offer had been completed on February 1, 1998. Estimated interest expense was calculated us=ng a borrowing rate of 5.6% based upon rates available to the Company during t=e period. A 1/2 percentage point change in the borrowing rate would change interest by approximately $300,000. (d) To eliminate approximately $18.3 million interest income earned on restricted cash of $351.6 million, set aside for the Contingent Stock Redemption Agreement, and approximately $8.7 million interest income, at an investment rate of 4.8%, on general cash. A 1/2 percentage point change in =he investment rate would change interest income by approximately $900,000. The cash from the Contingent Stock Redemption Agreement and general cash is assumed to be used to partially fund the Offer. (e) To reflect the tax effect of the pro forma interest adjustments at an estimated effective tax rate of 40%. (f) To reflect the assumed number of shares purchased. (g) Includes special and nonrecurring items of $1.740 billion and includes A&F results through the date of the split-off. Excluding these items an= adjusting for the A&F split-off as if it had occurred at the beginning =f 1998, pro forma net income would have been $301 million, net income per sha=e would have been $1.37, and the ratio of earnings to fixed charges would hav= been 3.10. 3. Pro Forma Consolidated Balance Sheet (a) To reflect approximately $51 million of debt expected to be incurred by Limited Too shortly before the date of the spinoff. Proceeds will be used t= pay a $50 million dividend to the Company and $1.25 million in financing fe=s to the lender. The debt incurred will be part of Limited Too's capital structure after the spinoff. 18 (b) To reflect the spinoff of Limited Too to the stockholders of the Company. The spinoff is recorded at historical cost as a dividend to the Company's stockholders. Prior to the spinoff, Limited Too is expected t= incur approximately $51 million of debt, the proceeds of which will be used to pa= a $50 million dividend to the Company and $1.25 million in financing fees to =he lender. (c) To reflect estimated transaction costs paid in connection with the spinoff of limited Too. (d) To reflect the rescission of the Contingent Stock Redemption Agreement, resulting in a reclassification of restricted cash to general cash and reclassification of temporary equity (the caption "Contingent stock re=emption agreement" in the balance sheet) to permanent equity, making available restricted cash of $351.6 million. (e) To reflect the use of cash to purchase Shares under the Offer. (f) To reflect estimated transaction costs paid in connection with the Offer. (g) To reflect the assumed number of Shares purchased. 19 Plans and Proposals. Except as disclosed in this Offer to Purchase, the Company has no other agreements or understandings as to either divestitures=or acquisitions that would be material to the Company and does not have any pl=ns or proposals which related to or would result in: (a) the acquisition by an= person of additional securities of the 27 EFTA_R1_01783848 EFTA02597932 Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such=as a merger, reorganization or liquidation, involving the Company or any of it= subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company; (e) any material change in the pres=nt dividend policy, indebtedness or capitalization of the Company; (f) any oth=r material change in the Company's corporate structure or business; (g) a=y change in the Company's Certificate of Incorporation or By-Laws or any =ctions which may impede the acquisition of control of the Company by any person; (.) a class of equity security of the Company being terminated from quotation o= the NYSE; co a class of equity security of the Company becoming eligible f=r termination of registration pursuant to Section 12(g)(4) of the Exchange Ac=; or (j) the suspension of the Company's obligation to file reports pursu=nt to Section 15(d) of the Exchange Act. Additional Information About the Company. The Company's 1998 Annual Rep=rt and its Proxy Statement with respect to its 1998 annual meeting have been filed with the Commission. Copies of such documents may be obtained from Investor Relations at The Limited, Inc., Three Limited Parkway, Columbus, O=io 43230, telephone (614) 415-6400. The Company is subject to the informational filing requirements of the Exchange Act, and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial statements and other matters. Certain information as of particular dates, concerning the Company's directors and officers, their remuneration, op=ions granted to them, the principal holders of the Company's securities and =ny material interest of such persons in transactions with the Company is filed with the Commission. Such reports, as well as such other material, may be inspected and copies obtained at prescribed rates at the Commission's p=blic reference facilities at Room 1024,450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company has a=so filed with the Commission a statement on Schedule 13E-4 that contains additional information with respect to the Offer. Such Schedule and certain amendments thereto may be examined and copies may be obtained at the same places and in the same manner as set forth above (except that such Schedule may not be available in the regional offices of the Commission). In additio=, material filed by the Company may be inspected at the offices of the NYSE, =0 Broad Street, New York, New York 10005. Safe Harbor Statement Under The Private Securities Litigation Reform Act Of 1995: All forward-looking statements made by the Company (including, withou= limitation, in Section 10 hereof) involve material risks and uncertainties =nd are subject to change based on various important factors which may be beyon= the Company's control. Accordingly, the Company's future performanc= and financial results may differ materially from those expressed or implied in =ny such forward-looking statements. Such factors include, but are not limited =o, those described herein and in the Company's filings with the Commission= 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. 11. Transactions and Agreements Concerning the Shares. Except with respect to the Rescission Agreement (described below) and excep= as set forth in Schedule A hereto, neither the Company nor, to its knowledg=, any of its subsidiaries, executive officers or directors or any associate o= any such officer or director has engaged in any transactions involving the Shares during the 40 business days preceding the date hereof. Except with respect to the Rescission Agreement, neither the Company nor, to its knowledge, any of its executive officers or directors is a party to any contract, arrangement, understanding or relationship relating directly or indirectly to the Offer with any other person with respect to the Shares. 20 Rescission of the Contingent Stock Redemption Agreement. 28 EFTA_R1_01783649 EFTA02597933 For the reasons outlined above under "Background and Purpose of the Of=er", on May 3, 1999, the Company entered into an agreement with Mr. Wexner and t=e Trust (the "Rescission Agreement") rescinding the Contingent Stoc= Redemption Agreement, releasing the approximately $352 million of restricted funds thereunder and enabling the Company to discontinue the credit support arrangements relating to its obligations under the Contingent Stock Redempt=on Agreement. Pursuant to the Rescission Agreement, Mr. Wexner, affiliated entities and members of Mr. Wexner's immediate family have agreed not t= tender any Shares pursuant to the Offer and have represented that they have=no current plan or intention to sell or otherwise dispose of any Shares or sto=k in Limited Too after the Limited Too spinoff. 12. Regulatory Approvals. The Company is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic=or foreign, that would be required for the Company's acquisition or owners=ip of Shares as contemplated by the Offer or of any license or regulatory permit that appears to be material to its business that might be adversely affecte= by its acquisition of Shares as contemplated in the Offer. Should any such approval or other action be required, the Company currently contemplates th=t it will seek such approval or other action. The Company cannot predict whet=er it may determine that it is required to delay the acceptance of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, i= needed, would be obtained or would be obtained without substantial conditio=s or that the failure to obtain any such approval or other action might not result in adverse consequences to the Company's business. The Company&#=9;s obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions. See Section 6. 13. Certain Federal Income Tax Consequences. The following describes the material United States federal tax consequences relevant to the Offer. This discussion is based upon the Internal Revenue C=de of 1986, as amended to the date hereof (the "Code"), existing and=proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described her=in and could be made on a retroactive basis. This discussion deals only with Shares held as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as dealers in securities or commodities, insurance companies, tax-exempt organizations or persons who hold Shares as a position in a straddle). In particular, different rules may apply to Shares acquired as compensation (including Shares acquired upon the exercise of options, the vesting of restricted Shares or Shares held by the Trustee of the Company&#=9;s Savings and Retirement Plan). This discussion does not address the state, local or foreign tax consequences of participating in the Offer. Holders of Shares should consult their tax advisors as to the particular consequences =o them of participation in the Offer. As used herein, a "Holder" means a beneficial holder of Shares th=t is a citizen or resident of the United States, a corporation or a partnership created or organized under the laws of the United States or any State there=f, or an estate or trust the income of which is subject to United States feder=l income taxation regardless of its source. Non-Participation in the Offer. Holders of Shares who do not participate in the Offer will not incur any tax liability as a result of the consummation =f the Offer. Exchange of Shares Pursuant to the Offer. An exchange of Shares for cash pursuant to the Offer will be a taxable transaction for United States feder=l income tax purposes. A Holder who participates in the Offer will, depending=on such Holder's particular circumstances, be treated either as recognizin= gain or loss from the disposition of the Shares or as receiving a dividend distribution from the Company. 21 29 EFTA_R1_01783850 EFTA02597934 Under Section 302 of the Code, a Holder will recognize gain or loss on an exchange of Shares for cash if the exchange (i) results in a "complete termination" of all such Holder's equity interest in the Company, =ii) results in a "substantially disproportionate" redemption with respect to =uch Holder or (iii) is "not essentially equivalent to a dividend" with respe=t to the Holder. In applying the Section 302 tests, a Holder must take account of st=ck that such Holder constructively owns under attribution rules, pursuant to which the Holder will be treated as owning stock of the Company owned by certain family members (except that in the case of a "complete termina=ion" a Holder may, under certain circumstances, waive attribution from family members) and related entities and stock of the Company that the Holder has =he right to acquire by exercise of an option. An exchange of Shares for cash w=ll be a substantially disproportionate redemption with respect to a Holder if =he percentage of the then outstanding Shares owned by such Holder immediately after the exchange is less than 80% of the percentage of the Shares owned b= such Holder immediately before the exchange. If an exchange of Shares for c=sh fails to satisfy the "substantially disproportionate" test, the H=lder may nonetheless satisfy the "not essentially equivalent to a dividend"= test. An exchange of Shares for cash will satisfy the "not essentially equivalert to a dividend" test if it results in a "meaningful reduction" of =he Holder's equity interest in the Company. An exchange of Shares for cash that results=in a reduction of the proportionate equity interest in the Company of a Holder whose relative equity interest in the Company is minimal (an interest of le=s than one percent should satisfy this requirement) and who does not exercise any control over or participate in the management of the Company's corp=rate affairs should be treated as "not essentially equivalent to a dividend=quot;. Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances. If a Holder is treated as recognizing gain or loss from the disposition of the Shares for cash, such gain or loss will be equal to the difference betw=en the amount of cash received and such Holder's tax basis in the Shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Shares exceeds one year as of the date of the exchange. If a Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of Shares for cash, the entire amount of cash receiv=d by such Holder pursuant to the exchange will be treated as a dividend to th= extent of the Holder's allocable portion of the Company's current a=d accumulated earnings and profits. Such a dividend will be includable in the Holder's gross income as ordinary income in its entirety, without reduc=ion for the tax basis of the Shares exchanged, and no loss will be recognized. =he Holder's tax basis in the Shares exchanged, however, will be added to s=ch Holder's tax basis in the remaining Shares that it owns. To the extent =hat cash received in exchange for Shares is treated as a dividend to a corporat= Holder, (i) it will be eligible for a dividends-received deduction (subject=to applicable limitations) and (ii) it will be subject to the "extraordin=ry dividend" provisions of the Code. Corporate Holders should consult the=r tax advisors concerning the availability of the dividends-received deduction an= the application of the "extraordinary dividend" provisions of the=Code. The Company cannot predict whether or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursua=t to the Offer will cause the Company to accept fewer Shares than are tendere=. Therefore, a Holder can be given no assurance that a sufficient number of s=ch Holder's Shares will be purchased pursuant to the Offer to ensure that =uch purchase will be treated as a sale or exchange, rather than as a dividend, =or federal income tax purposes pursuant to the rules discussed above. See Section 3 with respect to the application of federal income tax withholding and backup withholding. 14. Extension of Tender Period; Termination; Amendments. The Company expressly reserves the right, in its sole discretion and regardless of whether any of the conditions specified in Section 6 shall ha=e been satisfied, at any time or from time to time, to (i) extend the period =f time during which the Offer is open by giving oral followed by written noti=e of such extension to the Depositary or (ii) amend the Offer in any respect =y making a public announcement of such amendment. During any such extension, =11 Shares previously tendered and not purchased or withdrawn will remain subje=t to the 30 EFTA_R1_01783851 EFTA02597935 22 Offer, except to the extent that such Shares may be withdrawn as set forth =n Section 4. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for an= Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any o= the conditions specified in Section 6 hereof by giving oral or written noti=e of such termination or postponement to the Depositary and making a public announcement thereof. The Company's reservation of the right to delay p=yment for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that the Company must pa= the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, the Company further reserves the right, in its sole discretion, to amend the Offer in any respect. Amendments to the Offer may =e made at any time or from time to time effected by public announcement there=f, such announcement, in the case of an extension, to be issued no later than 9:00 A.M., New York City time, on the next business day after the previousl= scheduled Expiration Date. Any public announcement made pursuant to the Off=r will be disseminated promptly to stockholders in a manner reasonably design=d to inform stockholders of such change. Without limiting the manner in which the Company may choose to make a public announcement, except as required by applicable law, the Company shall have no obligation to publish, advertise =r otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. If the Company materially changes the terms of the Offer or the information concerning the Offer, the Company will extend the Offer to the extent requi=ed by Rules 13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act. Th=se rules provide that the minimum period during which an offer must remain ope= following material changes in the terms of the offer or information concern=ng the offer (other than a change in price, change in the dealer's solicit=ng fee or a change in percentage of securities sought) will depend on the facts an= circumstances, including the relative materiality of such terms or information. If (i) the Company increases or decreases the consideration offered for Shares pursuant to the Offer or the amount of the dealer's soliciting fee or the Company increases the number of Shares being sought b= an amount exceeding 2% of the outstanding Shares, or the Company decreases =he number of Shares being sought and (ii) the Offer is scheduled to expire at =ny time earlier than the expiration of a period ending on the tenth business d=y from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended until the expiration of such period of ten business days. 15. Fees. Other than as described below, no fees will be paid to brokers, dealers or others by the Company in connection with the Offer. Dealer Managers. Lazard and J.P. Morgan have been retained by the Company t= act as Dealer Managers in connection with the Offer. Lazard will receive a =ee of $750,000 and J.P. Morgan will receive a fee of $600,000 for their servic=s as Dealer Managers. Lazard and J.P. Morgan will also be reimbursed by the Company for their out-of-pocket expenses, including attorneys' fees, an= will be indemnified against certain liabilities, including liabilities under the federal securities laws, in connection with the Offer. Lazard and J.P. Morg=n have from time to time provided investment banking services to the Company =nd have received customary fees. Among other things, Lazard has acted as co-le=d manager of the Company's initial public offering in 1995 of a 17% inter=st in Intimate Brands (the "IBI IPO"), as co-dealer manager of the Comp=ny's 1996 self-tender, as co-lead manager of the Company's initial public offerin= in 1996 of 16% of the common stock of A&F (the "A&F IPO"), a= advisor to the Company in connection with the proposed transaction involving the Company&#=9;s Galyan's Trading Co. business referred to above, and has provided advic= with regard to the Contingent Stock Redemption Agreement. Lazard has received, o= will receive, customary compensation for these matters. J.P. Morgan is currently acting as financial advisor to the Company in connection with the Limited Too spinoff, has acted as co-manager of the 1997 initial public offering of Brylane, the IBI IPO and the A&F IPO and has historically p=ovided credit facility services to the Company. J.P. Morgan has received, or will receive, customary compensation for 31 EFTA_R1_01783652 EFTA02597936 these matters. It is expected that both Lazard and J.P. Morgan will continue to provide investment banking and financial advisory services to the Company in the future. 23 Depositary and Information Agent. The Company has retained D. F. King &=Co., Inc. to act as Information Agent and First Chicago Trust Company of New Yor= to act as Depositary in connection with the Offer. The Information Agent ma= contact holders of Shares by mail, telephone, telex, telegraph and personal interviews and may request brokers, dealers and other nominee stockholders =o forward materials relating to the Offer to beneficial owners. The Informati=n Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with the Offer, including liabilitie= under the Federal securities laws. The Depositary has also rendered transfe= services to the Company in the past for which it has received customary compensation, and can be expected to render similar services to the Company=in the future. The Information Agent may render information services to the Company in the future. Neither the Depositary nor the Information Agent has been retained to, or is authorized to, make recommendations in connection w=th the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by the Company for reasonable and necessary costs and expense= incurred by them in forwarding materials to their customers. 16. Miscellaneous. The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any state of the United States or any foreign jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such state or foreign jurisdiction. The Company=is not aware of any state or foreign jurisdiction the laws of which would prohibit the Offer or such acceptance. In those jurisdictions whose laws require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under laws of such jurisdictions. 24 SCHEDULE A TRANSACTIONS CONCERNING THE SHARES OF THE LIMITED, INC. The following transactions were the only transactions effected during the 4= business day period preceding May 4, 1999 by the Company or by individuals =ho are directors or executive officers of the Company: On March 31, 1999, Arnold F. Kanarick, Executive Vice President and Chief Human Resources Officer of the Company, sold 800 Shares at $39.50 per Share and 6,800 Shares at $39.625 per Share in open market transactions. A-1 The Depositary will accept legible copies of the Letter of Transmittal, which should be sent, together with certificates for the Shares tendered an= any other required documents, to the Depositary at one of its addresses bel=w: 32 EFTA_R1_01783653 EFTA02597937 The Depositary for the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: First Chicago Trust Company of New York = By Hand: By Overnight Delivery: First Chicago Trust Company =irst Chicago Trust Company of New York = of New York Corporate Actions Dept. Corporate Actions Dept. = Corporate Actions Dept. Suite 4660--LTD c/o Securities Transfer and Reporting = Suite 4680--LTD P.O. Box 2569 Services, Inc. =14 Wall Street, 8th Floor Jersey City, New Jersey 07303- 100 William Street, Galleria = New York, New York 10005 2569 New York, New York 10038 Please contact the Information Agent at the telephone numbers and address below with any questions or requests for assistance or additional copies of the Offer to Purchase and Letters of Transmittal and Notices of Guaranteed Delivery. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street New York, New York 10005-4495 (212) 269-5550 (Call Collect) or Call Toll-free (800) 829.6554 The Dealer Managers for the Offer are: Lazard Freres & Co. Ilc 30 Rockefeller Plaza New York, New York 10020 (212) 632-6717 EXHIBIT (a)(2) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of THE LIMITED, INC. Pursuant to its Offer to Purchase dated May 4, 1999 J.P. Morgan & Co. 60 Wall Street = New York, New York 10260 (800) 852-7881 33 EFTA_R1_01783654 EFTA02597938 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED. To: First Chicago Trust Company of New York, Depositary By Mail: = By Hand: By Overnight Delivery: First Chicago Trust First Chicago Trust = First Chicago Trust Company of New York Company of New York = Company of New York Corporate Actions Dept. Corporate Actions Dept. = Corporate Actions Dept. Suite 4660--LTD go Securities Transfer and Reporting Service=, Inc. Suite 4680--LTD P.O. Box 2569 100 William Street, Galleria = 14 Wall Street, 8th Floor Jersey City, NJ 07303-2569 New York, NY 10038 = New York, NY 10005 Delivery of this instrument to an address other than as set forth above wil= not constitute a valid delivery. You should use this Letter of Transmittal only if you are either enclosing certificates or are causing the Shares (as defined below) to be delivered b= book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC", which is hereinafter referred to as the "Boo=-Entry Transfer Facility") pursuant to the procedures set forth in Section 3 of the Of=er to Purchase. If you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Date (as defined in the Offer to Purchase), yo= must tender your Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. DESCRIPTION OF SHARES TENDERED Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) Shares Tendered (Attach additional list if necessary= Total Number of Shares Num=er Certificate Represented by of S=ares Num begs)* Certificate(s)" Tende=ed'• Total Shares 34 EFTA_R1_01783655 EFTA02597939 * Need not be completed by stockholders tendering by book-entry transfer. " Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. (BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) (_)CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE 0= GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Tendering Stockholder(s) = Date of Execution of Notice of Guaranteed Delivery = Name of Institution which Guaranteed Delivery If delivery is by book-entry transfer: Name of Tendering Institution = Account No. = Transaction Code No. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 2 Ladies and Gentlemen: The undersigned hereby tenders to The Limited, Inc., a Delaware corporation (the "Company"), the above-described shares of common stock, $.50=par value per share (such shares, together with all other outstanding shares of commo= stock of the Company, are herein referred to as the "Shares"), pu=suant to the Company's offer to purchase up to 15,000,000 Shares (or such larger num=er as the Company may in its sole discretion, elect) at a price per Share hereinafter set forth, net to the seller in cash, upon the terms and subjec= to the conditions set forth in the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase"), receipt of which is hereby acknowledged, an= in this Letter of Transmittal (which together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest=in and to all the Shares that are being tendered hereby and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigne= with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest),=to (a) deliver certificates for such Shares, or transfer ownership of such Sha=es on the account books maintained by the Book-Entry Transfer Facility, togeth=r, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, (b) present such Shares =or transfer and cancellation on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The undersigned understands that the Company will determine a single per Share price (not greater than $55.00 nor less than $50.00 per Share) (the "Purchase Price") that it will pay for Shares validly tendered an= not withdrawn pursuant to the Offer, after taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The undersigned understands that the Company will select the lowest Purchase Pr=ce that will allow it to purchase 15,000,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $55.00 nor less than $50.00 per Share) pursuant to the Offer. The undersign=d understands that all 35 EFTA_R1_01783656 EFTA02597940 stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. The undersigned hereby represents and warrants that the undersigned has a net long position in Shares at least equal to the number of Shares being tendered and has full power and authority to tender, sell, assign and trans=er the Shares tendered hereby and that, when the same are accepted for payment=by the Company, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute =nd deliver any additional documents deemed by the Depositary or the Company to=be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 2 or 3 of the Offer to Purchase and in =he instructions hereto will constitute an agreement between the undersigned an= the Company upon the terms and subject to the conditions of the Offer. Unless otherwise indicated under "Special Payment Instructions", =lease issue the check for the purchase price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and return any Shares not tendered or not purchased, in the name=s) of the undersigned (or, in the case of Shares tendered by book-entry transf=r, by credit to the account at the Book-Entry Transfer Facility designated above). Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the purchase price of any Sha=es purchased (less the amount of any federal income or backup withholding tax required to be withheld) and any certificates for Shares not tendered or no= purchased (and accompanying documents, as appropriate) to the undersigned a= the address shown below the undersigned's signature(s). In the event th=t both "Special Payment Instructions" and "Special Delivery Instruc=ions" are completed, please issue the check for the purchase price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and return any Shares not tendered or not purchase= in the name(s) of, and mail said check and any certificates to, the person(=) so indicated. The undersigned recognizes that the Company has no obligation= pursuant to the "Special Payment Instructions", to transfer any S=ares from the name of the registered holder(s) thereof, if the Company does not accep= for payment any of the Shares so tendered. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigne= hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, t=is tender is irrevocable. 3 PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (See Instruction 5) CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION 36 EFTA_R1_01783857 EFTA02597941 UThe undersigned wants to maximize the chance of having The Limited, Inc. purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price resulting from the Dutch auction tender process. This action will result in receiving a price per Share of as low as $50.00 or as high as $55.00. -- OR -- SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the Purchase Price. A stockholder who desires to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are tendered. The same Shares cannot be tendered at more than one price (unless those Shares were previously tendered and withdrawn). Price (in dollars) per Share at which Shares are being tendered: $50.000 U $51.000 U $50.125 U $51.125 U $S0.250 U $51.250 U $50.375 U $51.375 U $50.500 U $51.500 U $50.625 U $51.625 U $50.750 U $51.750 U $50.875 U $51.875 U $52.000 U $53.000=U $52.125 U $53.125 U $52.250 U $53.250 U $52.375 U $53.375 U $52.500 U $53.500 U $52.625 U $53.625 U $52.750 U $53.750 IJ $52.875 U $53.875 LI $55.000 LI ODD LOTS (See Instruction 6) $54.000 U $54.125 U $54.250 U $54.375 U $54.500 U $54.625 U $54.750 U $54.875 U To be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares. The undersigned either (check one box): (Jwas the beneficial owner as of the close of business on May 3, 1999, of an aggregate of fewer than 100 Shares, all of which are being tendered; or Uis a broker, dealer, commercial bank, trust company or other nominee which (a) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (b) believes, based upon representations, made to it by such beneficial owners, that each such person was the beneficial owner as of the close of business on May 3, 1999, of an aggregate of fewer than 100 Shares and is tendering all of such Shares. SPECIAL PAYMENT INSTRUCTIONS (See SPE=IAL DELIVERY INSTRUCTIONS Instructions 1, 4, 7, 8 and 9) (See Instructions 1, 7, 8 and 9) 37 EFTA_R1_01783658 EFTA02597942 To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup of any federal income and backup withholding tax required to be withholding tax required to be withheld) and certificates for withheld) and certificates for Shares not tendered or not pur- Shares not tendered or not pur- chased are to be issued in the chased are to be mailed to some- name of someone other than the one other than the undersigned or undersigned. to the undersigned at an address other than that shown below the Issue check and certificates to: undersigned's signature(s). To be completed ONLY if the check for the purchase price of Shares purchased (less the amount Name(s) Deliver check and certificates to: (Please Print) Name Address (Please Print) (Zip Code) Address (Taxpayer Identification No.) TENDER OF DIVIDEND REINVESTMENT PLAN SHARES (See Instruction 14) (Zip Code= To be completed ONLY if the undersigned intends to tender Shares held in the Company's Dividend Reinvestment Plan. [_]By checking this space, I represent that I wish to tender Shares held in my account under the Dividend Reinvestment Plan. INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks and brokerage houses) which is a particip=nt in the Securities Transfer Agents Medallion Program (an "Eligible Institution"). Signatures on this Letter of Transmittal need not be gu=ranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of =he Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and suc= holder(s) have not completed the box entitled "Special Payment Instruc=ions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 7. 38 EFTA_R1_01783859 EFTA02597943 2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery Procedure. You should use this Letter of Transmittal only if you are either forwarding certificates herewith or causing the Shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of th= Offer to Purchase. In order for you to validly tender Shares, certificates =or all physically delivered Shares, or a confirmation of a book-entry transfer=of all Shares delivered electronically into the Depositary's account at th= Book- Entry Transfer Facility, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents requir=d by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by =he Expiration Date (as defined in the Offer to Purchase). If you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Date, you must tender your Shares pursuant to =he guaranteed delivery procedure set forth in Section 3 of the Offer to Purcha=e. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company must =e received by the Depositary by the Expiration Date, and (c) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer of all Shares delivered electronically into the Depositary's a=count at the Book- Entry Transfer Facility, as well as a properly completed and du=y executed Letter of Transmittal (or facsimile thereof) and any other documen=s required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange, Inc. trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section=3 of the Offer to Purchase. The method of delivery of all documents, including Share certificates, is a= your option and risk. If you choose to deliver the documents by mail, then registered mail with return receipt requested, properly insured, is recommended. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter of Transmitta= (or facsimile thereof), you waive any right to receive any notice of the acceptance for payment of the Shares. 3. Inadequate Space. If the space provided in the box captioned "Descr=ption of Shares Tendered" is inadequate, then you should list the certificat= numbers and/or the number of Shares on a separate signed schedule attached hereto. 4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If you wish to tender (offer to sell) fewer than all of the Shar=s represented by any certificates that you deliver to the Depositary, fill in the number of Shares which are to be tendered in the box entitled "Num=er of Shares Tendered". In such case, a new certificate for the remainder of=the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the Offer. Unless you indicate otherwise, all Shares represented by certificates delivered to the Deposita=y will be deemed to have been tendered. 5. Indication of Price at Which Shares Are Being Tendered. In order to validly tender by this Letter of Transmittal, you must either: (a) check the box under "Shares Tendered at Price Determined by Dutch Auction"; OR (b) check the box indicating the price per Share at which you are tendering Shares under "Shares Tendered at Price Determined by Stockholder". By checking the box under "Shares Tendered at Price Determined by Dutc= Auction" you agree to accept the Purchase Price resulting from the Dut=h auction tender process, which may be as low as $50.00 or as high as $55.00 =er Share. By checking a box under "Shares Tendered at Price Determined by Stockholder", you acknowledge that doing so could result in none of th= Shares being purchased if the Purchase Price for the Shares is less than the price that you checked. 39 EFTA_R1_01783660 EFTA02597944 You may only check one box. If you check more than one box or no boxes, the= you will not be deemed to have validly tendered your Shares. If you wish to tender portions of your Share holdings at different prices, you must corn ple=e a separate letter of Transmittal for each price at which you wish to tender each such portion of your Shares. You cannot tender the same Shares at more than one price (unless you previously tendered and withdrew those Shares, a= provided in Section 4 of the Offer to Purchase). 6. Odd Lots. As described in Section 2 of the Offer to Purchase, if the Company purchases less than all Shares tendered and not withdrawn before th= Expiration Date, the Shares purchased first will consist of all Shares tendered by any stockholder who owned beneficially, as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares and who tend=rs all of such Shares. Even if you otherwise qualify for the "odd lot&quo=; preferential treatment, you will not receive such preferential treatment unless you complete the box captioned "Odd Lots". 7. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Sha=es tendered hereby, the signature(s) must correspond with the name(s) as writt=n on the face of the certificates without alteration, enlargement or any chan=e whatsoever. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit a= many separate Letters of Transmittal as there are different registrations o= certificates. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stoc= powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any certificate or stock power is signed b= a trustee, executor, administrator, guardian, attorney-in-fact, officer of = corporation or other person acting in a fiduciary or representative capacit=, such person should so indicate when signing, and proper evidence satisfacto=y to the Purchaser of the authority of such person so to act must be submitte=. 8. Stock Transfer Taxes. Except as provided in this Instruction, the Compan= will pay any stock transfer taxes with respect to the sale and transfer of =ny Shares to it or its order pursuant to the Offer. If, however, payment of th= Purchase Price is to be made to, or Shares not tendered or not purchased ar= to be returned in the name of, any person other than the registered holder(=), or tendered Shares are registered in the name of a person other than the na=e of the person(s) signing this Letter of Transmittal, the amount of any stoc= transfer taxes (whether imposed on the registered holder(s), such other per=on or otherwise) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the paymen= of such taxes, or exemption therefrom, is submitted. 9. Special Payment and Delivery Instructions. If the check for the Purchase Price of any Shares purchased is to be issued and any Shares not tendered o= not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check and any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to t=e person(s) signing this Letter of 40 EFTA_R1_01783661 EFTA02597945 Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. 10. Federal Income Tax Withholding. Under the federal income tax laws, the Depositary will be required to withhold 31% of the amount of any payments m=de to certain stockholders pursuant to the Offer. In order to avoid such backu= withholding, each tendering stockholder must provide the Depositary with su=h stockholder's correct taxpayer identification number by completing the Substitute Form W-9 set forth above. In general, if a stockholder is an individual, the taxpayer identification number is the social security numbe= of such individual. If the Depositary is not provided with the correct taxpayer identification number, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made =o such stockholder pursuant to the Offer may be subject to backup withholding= Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and report=ng requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such stockholder must submit an IRS Form =- 8, signed under penalties of perjury, attesting to that individual's ex=mpt status. Such statements can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing t=e Substitute Form W-9 (including how to obtain a taxpayer identification numb=r if you do not have one and how to complete the Substitute Form W-9 if Share= are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Failure to complete the Substitute Form W-9 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 31% of the amount of any payments made pursuant to the Offer. Back=p withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be redu=ed by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER= PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. Unless the Company determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding i= applicable because gross proceeds paid pursuant to the Offer are effectivel= connected with the conduct of a trade or business within the United States, the Company will be required to withhold federal income tax at a rate of 30= from such gross proceeds paid to a foreign stockholder or his agent. For th=s purpose, a foreign stockholder is any stockholder that is not (i) a citizen=or resident of the United States, (ii) a corporation, partnership or other ent=ty created or organized in or under the laws of the United States, or (iii) an= estate or trust the income of which is subject to United States federal inc=me taxation regardless of its source. The Company will determine the applicabl= rate of withholding by reference to a stockholder's address, except if =acts and circumstances indicate such reliance is not warranted or if applicable =aw (for example, an applicable tax treaty or Treasury regulations thereunder) requires some other method for determining a stockholder's residence. A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the "complete redemption=quot, "substantially disproportionate" or "not essentially equival=nt to a dividend" tests described in the Offer to Purchase under the caption "The Offer-=13. Certain Federal Income Tax Consequences" or if such stockholder is ent=tled to a reduced rate of withholding pursuant to a treaty and the Company withheld=at a higher rate. In order to claim an exemption from withholding on the groun=s that gross proceeds paid pursuant to the Offer are effectively connected wi=h the conduct of a trade or business within the United States, a foreign stockholder must deliver to the Depositary a properly executed Form 4224 claiming exemption. Such Forms can be obtained from the Information Agent. Foreign stockholders are urged to consult their own tax advisors regarding =he application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure. 41 EFTA_R1_01783662 EFTA02597946 11. Irregularities. All questions as to Purchase Price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties. The Company reserves the absolute right to reject a=y or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company=#39;s counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Shares, and the Company's interpretation of th= terms of the Offer (including these instructions) will be final and binding on al= parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within s=ch time as the Company shall determine. None of the Company, the Dealer Manage=s, the Depositary, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give noti=e of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice. 12. Requests for Assistance or Additional Copies. Questions and requests fo= assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent and the Dealer Managers at their respective addresses and telephone numbers set forth belo=. 13. Stock Option Plans. If you hold vested options in the Stock Option Plans, then you may exercise such vested options as indicated in the instructions sent to you by paying the cash exercise price and receiving Shares which you may then tender by following the instructions set forth in the Offer to Purchase and this Letter of Transmittal. You must exercise you= options by May 24, 1999 in order to obtain Shares to tender by the Expirati=n Date. 14. Dividend Reinvestment Plan. You may tender Shares that you hold in the Company's Dividend Reinvestment Plan by checking the appropriate space =n the box captioned "Tender of Dividend Reinvestment Plan Shares" on th=s Letter of Transmittal and indicating the number of Dividend Reinvestment Plan Shares tendered. See Section 3 of the Offer to Purchase for a further explanation =f the procedures for tendering Dividend Reinvestment Plan Shares. IF YOU PARTICIPATE IN THE SAVINGS AND RETIREMENT PLAN OR THE STOCK PURCHASE PLAN, YOU MUST NOT USE THIS LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF T=E SHARES ATTRIBUTABLE TO YOUR ACCOUNT. INSTEAD, YOU MUST USE THE "TENDER INSTRUCTION FORMS" SENT TO YOU. IF YOU PARTICIPATE IN THE SAVINGS AND RETIREMENT PLAN OR THE STOCK PURCHASE PLAN YOU SHOULD READ THE SEPARATE "TENDER INSTRUCTION FORMS" AND RELATED MATERIALS CAREFULLY. SIGN HERE (Please Complete Substitute Form W-9 below) Signature(s) of Owner(s) Name(s) (Please Print) Capacity (full title) Address (Zip Code) 42 EFTA_R1_01783663 EFTA02597947 Daytime Area Code and Telephone Number Dated (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.) Guarantee of Signature(s), if required (See Instructions land 7) Name of Firm Authorized Signature Dated PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK Part I--Taxpayer Identification No.--For All Accoun=s SUBSTITUTE Form W-9 Enter your tax- payer identifica- tion number in the [ Department of appropriate box. Social Security Number the Treasury For most individu- Internal als and sole pro- Revenue prietors, this is Service your social secu- OR rity number. For Payer's Request other entities, it [ = ] for Taxpayer is your Employer Employer Identification Identification Number Identification Number Number. If you do = Part II--For Payees Exempt not have a number, = From Backup Withholding see How to Obtain = (see enclosed Guidelines) a TIN in the en- closed Guidelines. Note: If the account is in more than one name, see the chart on page 2 of enclosed Guidelines to determine which number to give. Certification.--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Nu=ber (or I am waiting for a number to be issued to me), and either (a) I have mailed or delivered an applica=ion to receive a taxpayer identification number to the appropriate Internal Revenue Service Cent=r or Social Security Administration 43 EFTA_R1_01783664 EFTA02597948 office or (b) I intend to mail or deliver an application in the near f=ture. I understand that if I do not provide a taxpayer identification number within (60) days, 20% of all =eportable payments made to me thereafter will be withheld until I provide a number; (2) I am not subject to backup withholding either because (a) I am exempt =rom backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") th=t I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has n=tified me that I am no longer subject to backup withholding; and (3) Any information provided in this form is true, correct and complete. SIGNATURE DATE NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOL=ING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFIC=TION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. The Information Agent for the Offer is: D. F. King & Co., Inc. 77 Water Street New York, New York 10005 (212) 269-5550 (Call Collect) or Call Toll-Free (800) 829-6554 The Dealer Managers for the Offer are: Lazard Freres & Co. Ilc 30 Rockefeller Plaza New York, New York 10020 (212) 632-6717 = J.P. Morgan & Co. 60 Wall Street New York, New York 10260 (800) 852-7881 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 How to Obtain a Taxpayer Identification Number.--If you do not have a taxpayer identification number or don't know your number, apply for one immediately. To apply, obtain FORM SS-5, Application for a Social Security =ard (for individuals), from your local office of the Social Security Administration, or FORM SS-4, Application for Employer Identification Numbe= (for businesses and all other entities►, from your local IRS office. Payees and Payments Exempt From Backup Withholding.--Payees specifically exempted from backup withholding on ALL payments include the following: (1) A corporation. (2) An organization exempt from tax under Section 501(a), or an IRA, or a custodial account under section 403(b)(7). 44 EFTA_R1_01783665 EFTA02597949 (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States, o= any of their political subdivisions or instrumentalities. (5) A foreign government or any of it political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. (9) A real estate investment trust. (10) An entity registered at all times during the tax year under the Investment Company Act of 1940. (11) A common trust fund operated by a bank under section 584(a). (12) A financial institution. Payments of dividends and patronage dividends generally not subject to back=p withholding also include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in trade or business in the U.S. and that have at least one nonresident partner. . Payments of patronage dividends not paid in money. . Payments made by certain foreign organizations. . Payments made to a nominee. Payments of interest generally not subject to backup withholding include th= following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or =ore and is paid in the course of the payer's trade or business and you have=not provided your correct taxpayer identification number to the payer. . Payments of tax-exempt interest (including exempt-interest dividends under section 852). . Payments described in section 6049(b)(5) to nonresident aliens. . Payments on tax-free covenant bonds under section 1451. . Payments made by certain foreign organizations. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044= 6045, 6049, 6050A, and 6050N, and their regulations Exempt payees described above should file Form W-9 to avoid possible errone=us backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH 45 EFTA_R1_01783666 EFTA02597950 YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SI=N AND DATE THE FORM AND RETURN IT TO THE PAYER. 1 Penalties Failure to Furnish Taxpayer Identification Number.--If you fail to furnish your correct taxpayer identification number to a requester, you are subject=to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil Penalty for False Information With Respect to Withholding.--If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal Penalty for Falsifying Information.--Willfully falsifying certifications or affirmations may subject you to criminal penalties includ=ng fines and/or imprisonment. Privacy Act Notice.--Section 6109 requires most recipients of dividends, interest, or other payments to furnish their correct taxpayer identificatio= number to persons who must file information returns with the IRS. The IRS u=es the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your taxpayer identification number wheth=r or not you are required to file a tax return. Payers must generally withhol= 31% of taxable who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. What Name and Number to Give the Requester FOR THIS TYPE OF GIVE THE NAME AND SOCI=L ACCOUNT: SECURITY NUMBER OF: 1. Individual The individual 2. Two or more The actual owner of the individuals (joint account or, if combined account) funds, the first individual on the account/1/ 3. Custodian account of The minor/2/ a minor (Uniform Gift to Minors Act) 4. a. The usual The grantor-trustee/1/ revocable savings trust (grantor is also trustee) b. So-called trust The actual owner/1/ account that is not a legal or valid trust under state law 5. Sole proprietorship The owner/3/ For Additional Information Contact 46 EFTA_R1_01783667 EFTA02597951 Tax Consultant or the Internal Revenue Service FOR THIS TYPE OF GIVE THE NAME AND SOCI=L ACCOUNT: SECURITY NUMBER OF: 6. Sole proprietorship The owner/3/ 7. A valid trust, Legal entity/4/ estate or pension trust 8. Corporate The corporation 9. Association, club, The organization religious, charitable, educational, or other tax-exempt organization 10. Partnership The partnership 11. A broker or The broker or nominee registered nominee 12. Account with the The public entity Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agriculture program payment 1. List first and circle the name of the person whose number you furnish. 2. Circle the minor's name and furnish the minor's social security =umber. 3. You must show your individual name, but you may also enter your business=or "doing business as" name. You may use either your social security=number or employer identification number. 4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WI=L BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED. 2 EXHIBIT (a)(3) NOTICE OF GUARANTEED DELIVERY (Not To Be Used For Signature Guarantee) To Tender Shares of Common Stock of 47 EFTA_R1_01783668 EFTA02597952 THE LIMITED, INC. Pursuant to its Offer to Purchase dated May 4, 1999 The attached form, or a form substantially equivalent to the attached form, must be used to accept the Offer (as defined below) if certificates for sha=es of Common Stock of The Limited, Inc. and all other documents required by th= Letter of Transmittal cannot be delivered to the Depositary by the expirati=n of the Offer. Such form may be delivered by hand, facsimile transmission, o= mail to the Depositary. See Section 3 of the Offer to Purchase. To: First Chicago Trust Company of New York, Depositary By Mail: By Hand: = Facsimile Transmission: By Overnight Delivery: First Chicago Trust First Chicago Trust (201) 222-=720 First Chicago Trust Company of New York Company of New York or = Company of New York Corporate Actions Dept. Corporate Actions Dept. (201) 222-=721 Corporate Actions Dept. Suite 4660--LTD c/o Securities Transfer Facsimile Conf=rmations Suite 4680--LTD P.O. Box 2569 Reporting Services, Inc. only:= 14 Wall Street, 8th Floor Jersey City, NJ 07303-2569 100 William Street, (201) 222-=707 New York, NY 10005 Galleria New York, NY 10038 Delivery of this Notice of Guaranteed Delivery to an address other than those shown above or transmission of instructions via a facsimile number ot=er than that listed above does not constitute a valid delivery. This Notice of Guaranteed Delivery is not to be used to guarantee signature=. If a signature on a Letter of Transmittal is required to be guaranteed by a= "Eligible Institution" under the instructions thereto, such signa=ure guarantee must appear in the applicable space provided in the signature box=on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to The Limited, Inc. (the "Company"=), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase") and the related Lette= of Transmittal (which together constitute the "Offer"), receipt of w=ich is hereby acknowledged, the number (indicated below) of shares of common stock= $.50 par value per share (such shares, together with all other outstanding shares of common stock of the company, are herein referred to as the "Shares"), of the Company, pursuant to the guaranteed delivery pr=cedure set forth in Section 3 of the Offer to Purchase. NUMBER OF SHARES BEING TENDERED HEREBY: PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. 48 EFTA_R1_01783669 EFTA02597953 SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION UThe undersigned wants to maximize the chance of having The Limited, Inc. purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price resulting from the Dutch auction tender process. This action will result in receiving a price per Share of as low as $50.00 or as high as $55.00. -- OR -- SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the Purchase Price. A stockholder who desires to tender Shares at more than one price must complete a separate Notice of Guaranteed Delivery for each price at which Shares are tendered. The same Shares cannot be tendered at more than one price (unless those Shares were previously tendered and withdrawn). 550.0001) 551.000 U 552.000 L] = 553.0001_] 554.000 LI 550.125 U 551.125 U $52.125 U 553.125 Ll 554.1=5 U $50.2501) $51.250 U $52.250 U $53.250 Li 554.2=0 U 550.375 U 551.375 U 552.375 U $53.375 LI $54.3=5 U 550.5001) $51.500 U 552.500 U 553.5001_] 554.5=0 U 550.625 U 551.625 U $52.625 LI $53.625 LI $54.6=5 U 550.7501_] $51.7501 552.750 L] 553.750 Li 554.7=0 L] 550.875 LI 551.875 U 552.875 553.875 Li 554.8=5 L] 555.0=01_] 2 ODD LOTS (See Instruction 6 of the Letter of Transmittal) The undersigned either (check one box): U was the beneficial owner as of the close of business on May 3, 1999, of an aggregate of fewer than 100 Shares, all of which are being tendered, or U is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owned beneficially as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares, and is tendering all of such Shares. SIGN HERE Number of Shares 49 EFTA_R1_01783870 EFTA02597954 Certificate Nos. (if available): Signature(s) Dated: Name(s) of Stockholders: If Shares will be tendered by book entry transfer: Name of Tendering Institution: (Please Type or Print) Account No. at The Depository Trust Company (Address) (Zip Code) (Area Code and Telephone No.) (Taxpayer ID No. or Social Security No.) 3 GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm that is a member of a registered national securitie= exchange or the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch or agency in the United States, guarantees (a) that the above named person(s) "own(s)&q=ot; the Shares tendered hereby within the meaning of Rule 14e-4 under the Securitie= Exchange Act of 1934, as amended, (b) that such tender of Shares complies w=th Rule 14e-4 50 EFTA_R1_01783871 EFTA02597955 and (c) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmitt=l (or facsimile(s) thereof), unless an Agent's Message is utilized, and a=y other required documents, all within three New York Stock Exchange, Inc. trading days of the date hereof. (Name of Firm) Dated: (Authorized Signature) (Name) (Address) (Zip Code) (Area Code and Telephone No.) DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST=BE SENT WITH THE LETTER OF TRANSMITTAL. 4 EXHIBIT (a)(4) Lazard Freres & Co. Ilc J.P. Morg=n & Co. 30 Rockefeller Plaza 60 Wall St=eet New York, New York 10020 New York, New =ork (212) 632-67171=260 (800) 852-7881 Offer by THE LIMITED, INC. To Purchase For Cash Up to 15,000,000 Shares of Its Common Stock May 4, 1999 To Brokers, Dealers, Commercial 51 EFTA_R1_01783872 EFTA02597956 Banks, Trust Companies and Other Nominees: We have been appointed by The Limited, Inc., a Delaware corporation (the "Company"), to act as Dealer Managers in connection with the Comp=ny's offer to purchase for cash up to 15,000,000 shares of its common stock, $.50 par value per share (such shares, together with all other outstanding shares of common stock, are herein referred to as the "Shares"), at a price=specified by its stockholders, not greater than $55.00 nor less than $50.00 per Share, n=t to the seller in cash, upon the terms and subject to the conditions set for=h in the Company's Offer to Purchase dated May 4, 1999 (the "Offer t= Purchase") and the related Letter of Transmittal (which together constitute the "=ffer"). The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;) taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price t=at will allow it to purchase 15,000,000 Shares (or such lesser number as are validly tendered and not withdrawn at prices not greater than $55.00 nor le=s than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. The Company will purchase all Shares validly tender=d at prices at or below the Purchase Price and not withdrawn, upon the terms =nd subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, including the provisions relating to "o=d lot" tenders and proration described in the Offer to Purchase. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is subject, however, to certain conditions set forth in Section 6 of the Offer to Purchase. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase dated May 4, 1999; 2. Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; 3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase); 4. Letter dated May 4, 1999 from the Company to its stockholders; 5. A form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and 6. Return envelope addressed to First Chicago Trust Company of New York, the Depositary, for your use only. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK C=TY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED. The Company will not pay any fees or commissions to any broker, dealer or other person (other than the Dealer Managers as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Compa=y will, however, upon request, reimburse brokers, dealers, commercial banks a=d trust companies for reasonable and 52 EFTA_R1_01783673 EFTA02597957 necessary costs and expenses incurred by them in forwarding materials to their customers. The Company will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 8 of the Letter of Transmittal. No broker, dealer, bank, trust company or fiduciary shall be deemed to be either our agent or the agent of the Company, the Information Agent or the Depositary =or the purposes of the Offer. Any inquiries you may have with respect to the Offer should be addressed to= and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Very truly yours, LAZARD FRERES & CO. Ilc J.P. MORGAN & CO. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAK= ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER T=AN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EXHIBIT (a)(5) Offer by THE LIMITED, INC. To Purchase For Cash Up to 15,000,000 Shares of Its Common Stock THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (=hich together constitute the "Offer") in connection with the Offer by =he Limited, Inc., a Delaware corporation (the "Company"), to purchase for cas= up to 15,000,000 shares of its common stock, $.50 par value per share (such share=, together with all other outstanding shares of common stock of the Company, =re herein referred to as the "Shares"), at a price specified by its =tockholders not greater than $55.00 nor less than $50.00 per Share, net to the seller i= cash, upon the terms and subject to the conditions of the Offer. The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;) taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price t=at will allow it to purchase 15,000,000 Shares (or such lesser number as are validly tendered and not withdrawn at prices not greater than $55.00 nor le=s than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. The Company will purchase all Shares validly tender=d at prices at or below the Purchase Price and not 53 EFTA_R1_01783874 EFTA02597958 withdrawn, upon the terms =nd subject to the conditions of the Offer, including the provisions relating t= "odd lot" tenders and proration described in the Offer to Purchas=. We are the holder of record of Shares held for your account. As the holder of record of your Shares, only we, pursuant to your instructions, can tende= your Shares. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account. As described in the Offer to Purchase, the Company reserves the right to purchase more than 15,000,000 Shares but does not currently plan to do so. =he Company will return all Shares not purchased, including Shares not purchase= as a result of proration. We request your instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to th= conditions set forth in the Offer to Purchase and the Letter of Transmittal= Please note carefully the following: 1. Price: You may tender (offer to sell) Shares for cash at either the pric= specified by you (in multiples of $0.125), not greater than $55.00 nor less than $50.00 per Share, or the price determined by "Dutch auction"= as indicated in the attached instruction form. 2. Expiration Date: The Offer, the proration period and withdrawal rights expire at 12:00 midnight, New York City time, on Tuesday, June 1, 1999, unl=ss the Company extends the Offer. 1 3. Conditions: The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is subject, however, to the conditions set forth in Section 6 of the Offer to Purchase. 4. Transfer Taxes: Any stock transfer taxes applicable to the sale of Share= to the Company pursuant to the Offer will be paid by the Company, except as otherwise provided in Instruction 8 of the Letter of Transmittal. 5. Special Treatment for "Odd Lot" Holders: If you owned benefici=lly as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares and you timely instruct us to tender (offer to sell) at or below the Purcha=e Price on your behalf all such Shares and check the box captioned "Odd =ots" on the instruction form, all such Shares will be accepted for purchase before proration, if any, of the purchase of other Shares properly tendered and no= withdrawn. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. An envelope to return your instructions=to us is enclosed. If you authorize us to tender your Shares, we will tender a=l of your Shares unless you specify otherwise on the detachable part hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. TH= OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999, UNLESS THE COMPANY EXTENDS TH= OFFER. As described in the Offer to Purchase, if fewer than all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the expiration of the Offer are to be purchased by the Company, the Company wil= purchase up to 15,000,000 Shares (or such higher number as it may, in its s=le discretion, elect) in the following order of priority: 54 EFTA_R1_01783875 EFTA02597959 (a) all "odd lot" Shares tendered at or below the Purchase Price =nd not withdrawn prior to the expiration of the Offer by any stockholder who owned beneficially as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares, and who validly tenders all of such Shares (partial tenders will not qualify for this preference); and (b) then, after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the expiration of the Offer, on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of suc= jurisdiction. In those jurisdictions the laws of which require that the Off=r be made by a licensed broker or dealer, the Offer shall be deemed to be mad= on behalf of the Company by Lazard Freres & Co. Ilc and J.P. Morgan Sec=rities Inc. or one or more registered brokers or dealers licensed under the laws o= such jurisdiction. 2 Instructions with Respect to Offer to Purchase for Cash Up to 15,000,000 Shares of Common Stock of THE LIMITED, INC. The undersigned acknowledge(s) receipt of your letter and the enclosed Offe= to Purchase dated May 4, 1999, and the related Letter of Transmittal (which together constitute the "Offer"), in connection with the offer by=The Limited, Inc. to purchase for cash up to 15,000,000 shares of its common stock, $.50 par value per share (such shares, together with all other outstanding share= of common stock of the Company, are herein referred to as the "Shares&=uot;), at a price not greater than $55.00 nor less than $50.00 per Share, net to the undersigned in cash. The Company will determine a single per Share price (not greater than $S5.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;) taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price t=at will allow it to purchase 15,000,000 Shares (or such lesser number as are validly tendered at prices not greater than $55.00 nor less than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased b= the Company will receive the Purchase Price for each Share purchased in the Offer. The undersigned hereby instruct(s) you to tender to the Company the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. (_]By checking this box, all Shares held by us for your account, excluding fractional Shares, will be tendered. If fewer than all Shares are to be tendered, please check the box and indicate below the aggregate number of Shares to be tendered by us. Shares* * Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. ODD LOTS 55 EFTA_R1_01783676 EFTA02597960 [_]By checking this box, the undersigned represents that the undersigned ow=ed beneficially as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares and is tendering all of such Shares. My indication as to whether I wish to tender my Shares at the price determined by "Dutc= auction" or at the price I specify is indicated below. 3 PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION [JThe undersigned wants to maximize the chance of having The Limited, Inc. purchase all of the Shares that the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price resulting from the Dutch auction tender process. This action will result in receiving a price per Share of as low as $50.00 or as high as $55.00. - OR - SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the Purchase Price. A stockholder who desires to tender Shares at more than one price must complete a separate instruction form for each price at which Shares are tendered. The same Shares cannot be tendered at more than one price (unless those Shares were previously tendered and withdrawn). Price (in dollars) per Share at which Shares are being tendered: $50.000 U $51.000 U $52.000 U =53.000 U 554.000 U $50.125 U $51.125 U $52.125 U $53.125 [J $54.125 U $50.250 U $51.250 U $52.250 U $53.250 U $54.250 U $50.375 U $51.375 U $52.375 U $53.375 [J $54.375 U $50.500 U $51.500 U $52.500 U $53.500 U $54.500 U $50.625 U $51.625 U $52.625 U $53.625 U $54.625 U $50.750U $51.750 [J $52.750 U $53.750 [J $54.750 U $50.875 U $51.875 [J $52.875 L] $53.875 [J $54.875 Li $55.000 Ll 4 56 EFTA_R1_01783677 EFTA02597961 SIGN HERE Signature(s) Area Code and Telephone Number Date Please print name(s) and Taxpayer ID No. or address(es) here Social Security No. THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT. 5 EXHIBIT (a)(6) (LOGO OF THE LIMITED, INC. APPEARS HERE) May 4, 1999 Dear Stockholder: The Limited, Inc. is offering to purchase up to 15,000,000 shares of its common stock at prices not greater than $55.00 nor less than $50.00 per sha=e. The Company is conducting the Offer through a procedure commonly referred t= as a "Dutch auction". This procedure allows you to select the pri=e within the $50.00 to $55.00 price range at which you are willing to sell your shares t= the Company. Alternatively, this procedure allows you to sell all or a port=on of your shares to the Company at a price determined by the "Dutch auct=on" process. Based upon the number of shares tendered and the prices specified by tendering stockholders, The Company will determine a single per share price within that price range (the "Purchase Price") that will allow it=to buy 15,000,000 shares (or such lesser number of shares as are validly tendered =nd not withdrawn at prices within that price range). All of the shares that ar= validly tendered at prices at or below the Purchase Price and not withdrawn will, subject to possible proration and provisions relating to the tender o= "odd lots", be purchased for cash at the Purchase Price, net to y=u. All shares which are tendered and not purchased will be returned to you at the Company's expense. This offer, which has been approved by your Board of Directors, is explained in detail in the enclosed Offer to Purchase and Let=er of Transmittal. We encourage you to read these materials carefully. We have retained D. F. King & Co., Inc. as our Information Agent to hel= you respond to this tender offer. Please contact D. F. King between the hours o= 8:00 a.m. and 6:00 p.m., Eastern Standard Time, at their toll free number, =- 800-829- 57 EFTA_R1_01783878 EFTA02597962 6554, if you have any questions. Their representatives will be plea=ed to answer your questions and can help you complete the correct documents. Very truly yours, THE LIMITED, INC. Exhibit (a)(7) LETTER FROM SAVINGS AND RETIREMENT PLAN ADMINISTRATIVE COMMITTEE May 4, 1999 Offer to Purchase Common Stock of The Limited, Inc. NAME/ADDRESS Dear: We are enclosing materials being sent to all stockholders of The Limited, Inc. (the "Company") in connection with its recently announced of=er to purchase up to 15,000,000 shares of the Company's common stock, $.50 pa= value per share (together with all other outstanding shares of common stock of th= Company, the "Shares"), at a price not greater than $55.00 nor le=s than $50.00 per Share upon the terms and subject to the conditions set forth in =he Offer to Purchase dated May 4, 1999 (the "Offer to Purchase") and=in the related Letter of Transmittal (which together constitute the "Offer&qu=t;). The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;), after taking into account the number of Shares so tendered and the prices specifi=d by tendering stockholders. The Company will select the lowest Purchase Pric= that will allow it to purchase 15,000,000 Shares (or such lesser number as =re validly tendered and not withdrawn at prices not greater than $55.00 nor Ie=s than $50.00 per Share) pursuant to the Offer. All stockholders whose Share =re purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. Also enclosed is a brief description of the Offer i= connection with the Company's Savings and Retirement Plan ("Saving= and Retirement Plan") and questions and answers describing how the process=works. As a participant in the Savings and Retirement Plan you may elect to direct the Trustee to "tender" (offer to sell) some or all of the Shares=(excluding fractional Shares) currently allocated to your Limited, Inc. Stock Fund Account in the Savings and Retirement Plan by following the procedures described in the attachments to this letter. PLEASE NOTE THAT, ALTHOUGH THE DEADLINE FOR THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN ("TRUSTEE&=uot;) TO TENDER YOUR SHARES IS TUESDAY, JUNE 1, 1999, YOU MUST SEND YOUR TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR RECEIPT BY THURSDAY, M=Y 27, 1999. You also may direct the Trustee to withdraw any tender you have previously directed it to make pursuant to the Offer, as long as you do so prior to May 27, 1999. Our records indicate that you hold Shares allocated to your Limited, Inc. Stock Fund Account under the Savings and Retirement Plan as of May 1, 1999, excluding any Shares purchased with your April and May contributions. You may tender some or all of such Shares held in your Limited, Inc. Stock Fund Account (excluding fractional Shares). Before making a decision, you should read carefully the materials in the enclosed Offer to Purchase, the Notice to Savings and Retirement Plan Participants and the Tender Instruction Form. If you take no action, no Sha=es in your 58 EFTA_R1_01783679 EFTA02597963 Limited, Inc. Stock Fund Account will be tendered by the Trustee. T=e Administrative Committee and the Trustee will treat confidentially your decision whether or not to tender these Shares. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE SECTION 6 OF THE OFFER TO PURCHASE. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY=OR ALL SHARES. LESLIE H. WEXNER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFIC=R OF THE COMPANY, HIS IMMEDIATE FAMILY MEMBERS AND AFFILIATED ENTITIES HAVE AGREED NOT TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE SECTION 11 OF TH= OFFER TO PURCHASE. THE COMPANY HAS BEEN ADVISED THAT ITS OTHER DIRECTORS AN= EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER THEIR SHARES PURSU=NT TO THE OFFER. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. If you direct the Trustee to tender any Shares, the cash that is paid for them will be reinvested in a money market fund and then, as soon as practicable after the expiration date of the Offer, will be reinvested in t=e Savings and Retirement Plan pursuant to your future contribution election i= effect at the date of such reinvestment. PLEASE NOTE THAT TO THE EXTENT SUC= CASH IS NOT REINVESTED IN YOUR LIMITED, INC. STOCK FUND ACCOUNT WITHIN 90 DAYS, YOU MAY NOT QUALIFY FOR CERTAIN FAVORABLE TAX TREATMENT UPON SUBSEQUE=T DISTRIBUTIONS TO YOU FROM THE SAVINGS AND RETIREMENT PLAN. SEE "CERTAI= TAX INFORMATION" FOLLOWING QUESTION 20 IN THE ATTACHED QUESTIONS AND ANSWE=S ("Q&As") ON THE SAVINGS AND RETIREMENT PLAN. If more Shares are tendered at or below the Purchase Price than the Company has offered to purchase, then the Company will only purchase a pro rata portion of any Shares you direct the Trustee to tender (see Q&A #1). For any Savings and Retirement Plan participant, during the period the Offe= is open (and thereafter for so long as legal restrictions apply), the Trust=e will not purchase any Shares for the Savings and Retirement Plan. Instead, =he Trustee will accumulate any of your contributions and Company matching contributions that you have directed to be invested in the Limited, Inc. St=ck Fund. The Trustee will invest these amounts in a money market fund and will resume investment in the Limited, Inc. Stock Fund once the tender offer per=od is concluded. ANY DISTRIBUTIONS THAT MAY BE REQUESTED DURING THE OFFER PERIOD MAY BE DELAYED UNTIL AFTER THE EXPIRATION OF THE OFFER. IF YOU ELECT TO TENDER SHARES FROM YOUR LIMITED, INC. STOCK FUND, THE ENCLOSED YELLOW TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRAT=VE COMMITTEE BY MAY 27, 1999. PLEASE USE THE ENCLOSED REPLY ENVELOPE TO RETURN YOUR TENDER INSTRUCTION FORM. YOU MUST COMPLETE AND SIGN YOUR TENDER INSTRUCTION FORM. IF YOU DO NOT SIGN THE FORM, YOUR DIRECTIONS WILL NOT BE ACCEPTED AND THE INSTRUCTION FORM, AS WELL AS YOUR DIRECTIONS, WILL BE VOID. IF YOU DO NOT WISH TO TENDER YOUR SHARES, TAKE NO ACTION. ADMINISTRATIVE COMMITTEE The Limited, Inc. Savings and Retirement Plan 2 59 EFTA_R1_01783880 EFTA02597964 As described in the Offer to Purchase, if fewer than all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the expiration of the Offer are to be purchased by the Company, the Company wil= purchase Shares in the following order of priority: (a) all "odd lot&q=ot; Shares tendered at or below the Purchase Price prior to the expiration of the Offe= by any stockholder who owned beneficially as of the close of business on Ma= 3, 1999, an aggregate of fewer than 100 Shares and who validly tenders all =f such Shares (partial tenders will not qualify for this preference); and (b) then, after purchase of all of the foregoing Shares, all other Shares valid=y tendered at or below the Purchase Price and not withdrawn prior to the expiration of the Offer, on a pro rata basis, if necessary (with appropriat= adjustments to avoid purchases of fractional Shares). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of suc= jurisdiction. In those jurisdictions the laws of which require that the Off=r be made by a licensed broker or dealer, the Offer shall be deemed to be mad= on behalf of the Company by Lazard Freres & Co. Ilc and J.P. Morgan Sec=rities Inc. or one or more registered brokers or dealers licensed under the laws o= such jurisdiction. 3 TENDER INSTRUCTION FORM FOR SHARES IN THE LIMITED, INC. SAVINGS AND RETIREMENT PLAN (NOTE: Before completing this Tender Instruction Form, you should refer to =he attached Letter from the Administrative Committee of The Limited, Inc. Savi=gs and Retirement Plan indicating the balance of Shares in your Limited, Inc. Stock Fund Account as of May 1, 1999, excluding any Shares purchased with y=ur April and May contributions, which will be available for tender. If you wis= to tender different groups of Shares at different prices, you must complete=a separate Tender Instruction Form for each group of Shares which will have a different price.) TO THE TRUSTEE OF THE SAVINGS AND RETIREMENT PLAN: I am a participant in the above-referenced Savings and Retirement Plan who has invested all or a portion of my Account in the Limited, Inc. Stock Fund and, as such, I have received a copy of the Offer to Purchase dated May 4, 1999, relating to the Offer by The Limited, Inc., a Delaware corporation (t=e "Company"), to purchase up to 15,000,000 outstanding shares of co=mon stock (such shares, together with all other outstanding shares of common stock of the Company, are herein referred to as the "Shares") at a price n=t greater than $55.00 nor less than $50.00 per Share, net to the seller in cash. I wish to direct you to tender the Shares in my Limited, Inc. Stock Fund Account as indicated below: TENDER INSTRUCTIONS (_]By checking this box, I represent that I owned beneficially as of the cl=se of business on May 3, 1999, and will continue to own beneficially as of the Expiration Date (as defined in the Offer to Purchase), an aggregate (including shares held beneficially in the Savings and Retirement Plan or the Company's Stock Purchase Plan or otherwise) of fewer than 100 Share=, and I am instructing the Trustee to tender all Shares held in my Limited, Inc. Stock Fund in the Savings and Retirement Plan. My indication as to whether I wish to tender my Shares at the price determined by "Dutch auction" or at the price I specify is indicated below. 1 60 EFTA_R1_01783881 EFTA02597965 SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION [Jay checking this space, I represent that I want to maximize the chance o= having The Limited, Inc. purchase all of the Shares that I am directing you to tender (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, I wish to have the Plan Trustee tender Shares and I am willing to accept the Purchase Price resulting from the Dutch auction tender process. This action will result in my receiving a price per Share of as low as $50.00 or as high as $55.00. - OR - SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, I wish to have the Plan Trustee tender Shares at the price checked. I understand that this action could result in none of my Shares being purchased if the actual Purchase Price for the Shares is less than the price that I have checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the Purchase Price $50.000 U $51.000 U $52.000 = $53.000 LI $54.000 LI $50.125(_] $51.125 U $52.125 U $53.125 LI $54.1=5 U $50.250(1 $51.250 U $52.250 U $53.250 LI $54.2=0 U $50.375 U $51.375 U $52.375 U $53.375 LI $54.3=5 U $50.500[_] $51.500 U $52.500 U $53.500 LI $54.5=0 U $50.625 U $51.625 U $52.625 U $53.625 LI $54.6=5 U $50.750[_) $51.750 U $52.750 U $53.750 LI $54.7=0 U 550.875 U $51.875 U $52.875 U $53.875 LI $54.8=5 U S55.0=0 Ll 2 I have read and understand the Offer to Purchase and the Letter from the Administrative Committee and I agree to be bound by the terms of the Offer.=l hereby direct the Trustee to tender these Shares on my behalf and to hold a=d invest the proceeds from the sale of these Shares in a money market fund, t= be invested as soon as practicable after the expiration of the Offer in the Savings and Retirement Plan pursuant to my future contribution election in effect at the time of such reinvestment. I understand and declare that if t=e tender of my Shares is accepted, the payment therefor will be full and adequate compensation for these Shares in my judgment, notwithstanding any potential fluctuation in the price of the Shares between the last day I can withdraw my tender and the date the Trustee sells the Shares. Date Signature of Participant Social Security Number Please Print Name and Address Here 61 EFTA_R1_01783682 EFTA02597966 NOTE: THIS TENDER INSTRUCTION FORM MUST BE COMPLETED AND SIGNED IF SHARES HELD IN THE SAVINGS AND RETIREMENT PLAN ARE TO BE TENDERED. IF THE FORM IS =OT SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THIS TENDER INSTRUCTION FORM TO THE ADMINISTRATIVE COMMITTEE FOR THE SAVINGS AND RETIREMENT PLAN, 82 SOUTH STREET, HOPKINTON, MA 01748.9918, USING THE PREADDRESSED REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS. YOUR INSTRUCTION FORM MUST BE RECEIVED BY MAY 27, 1999. YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT CONFIDENTIAL 3 THE LIMITED, INC. NOTICE TO SAVINGS AND RETIREMENT PLAN PARTICIPANTS May 4, 1999 TO: All Participants in the Limited, Inc. Savings and Retirement Plan (the "Savings and Retirement Plan") with Accounts Invested in the Limi=ed, Inc. Stock Fund The Limited, Inc. (the "Company") has announced an offer to purch=se up to 15,000,000 outstanding shares of its common stock, par value $.50 per share (such shares, together with all other outstanding shares of common stock of the Company, are referred to herein as the "Shares"), at a price =pecified by such stockholders, not greater than $55.00 nor less than $50.00 per Share, =et to the seller in cash, upon the terms and subject to the conditions set for=h in the Offer to Purchase dated May 4, 1999 and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;) taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price t=at will allow it to purchase 15,000,000 Shares (or such lesser number as are validly tendered and not withdrawn at prices not greater than $55.00 nor le=s than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. This Offer became effective on Tuesday, May 4, 1999= and will expire at 12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless the Offer is extended. You, as a Savings and Retirement Plan participant, may participate in this Offer by instructing the Trustee of th= Savings and Retirement Plan (no later than Thursday, May 27, 1999) to tende= the Shares in your Limited, Inc. Stock Fund Account ("Plan Shares"=) for purchase by the Company. YOUR DECISION WHETHER OR NOT TO HAVE YOUR PLAN SHARES TENDERED WILL BE KEPT CONFIDENTIAL Enclosed with this notice is a copy of documents describing the Offer which have been furnished to holders of Shares. Please read these materials so th=t you may properly make your decision regarding this Offer. A Tender Instruction Form (yellow form) is also enclosed for you to use to direct the Plan Trustee regarding the Offer. IF NO DIRECTION IS RECEIVED, T=E TRUSTEE WILL NOT TENDER ANY OF YOUR PLAN SHARES AND THEY WILL REMAIN IN THE SAVINGS AND RETIREMENT PLAN IN YOUR LIMITED, INC. STOCK FUND ACCOUNT. 62 EFTA_R1_01783683 EFTA02597967 DO NOT CALL THE TRUSTEE, THE ADMINISTRATIVE COMMITTEE OR YOUR BENEFITS ADMINISTRATOR TO GIVE YOUR DECISION REGARDING THE OFFER. YOU MAY ONLY RESPO=D BY COMPLETING AND MAILING THE ENCLOSED TENDER INSTRUCTION FORM. QUESTIONS AND ANSWERS ON SAVINGS AND RETIREMENT PLAN TENDER RIGHTS AND PROCEDURES A. DESCRIPTION OF THE OFFER 1.What is the Offer? On May 4, 1999, the Company offered to purchase up to 15,000,000 Shares of its common stock at a price not greater than $55.00 nor less than $50.00 per Share. This Offer will be open from May 4, 1999 until it expires at 12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless it is extended by the Company. Savings and Retirement Plan participants who hold Shares in the Limited, Inc. Stock Fund ("Plan Shares") may provid= for the tender of Plan Shares for purchase pursuant to this Offer by so indicating on the enclosed Tender Instructions Form and returning it as directed no later than Thursday, May 27, 1999. Based on the number of Shares tendered and the prices specified by tendering stockholders, the Company will determine a single per Share price (not greater than $55.00 nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"). The Compan= will select the lowest Purchase Price that will allow it to purchase 15,000,000 Shares (or such lesser number as are validly tendered and not withdrawn at prices not greater than $55.00 nor less than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. This process is known as a "Dutch auction". If the number of Shares tendered at or below the Purchase Price exceeds the total number of Shares to be purchased, all Shares tendered at or below the Purchase Price would be accepted on a pro rata basis. "Pro rata" =imply means that each person can sell an equal proportion of the Shares offered to the Company. For example, if the number of Shares tendered at or below the Purchase Price (assume, 30,000,000) exceeds the number to be purchased, 15,000,000, the Company would calculate a proration percentage which would equal 50%, the ratio of the total number of Shares to be purchased, 15,000,000, divided by the total number of Shares tendered at or below the Purchase Price, 30,000,000. Therefore, if you tendered 1,000 Shares at or below the Purchase Price, the Company would purchase 500 Shares at the Purchase Price. If the total number of your Shares (including those held under the Savings and Retirement Plan or the Company's Stock Purchase P=an or otherwise) is less than 100 and you tender all those Shares at or below the Purchase Price, then the proration percentage will not be applied to your tendered Shares and the Company will, instead, buy all of your tendered Shares. (If you hold fewer than 100 Shares you must check the second box on the Tender Instruction Form to avoid proration.) The Offer is fully described in the Offer To Purchase provided to you. PLEASE READ IT CAREFULLY. 2. What are my rights under the Offer? The records of the Savings and Retirement Plan indicate that Shares are allocated to your Account under the Savings and Retirement Plan as a result of your election to invest in the Limited, Inc. Stock Fund. You may tender some or all of these Shares. Because all of these Shares are held in trust for your benefit, they are registered in the name of the Trust. Consequently, the Trustee will actually tender Plan Shares in accordance with your directions. 63 EFTA_R1_01783684 EFTA02597968 YOU MUST DIRECT THE TRUSTEE IF YOU WANT TO TENDER YOUR PLAN SHARES AND, IF SO, AT WHICH PRICE YOU WANT TO TENDER. THE TRUSTEE WILL TENDER YOUR PLAN SHARES ONLY IF DIRECTED. IF YOU DO NOT RESPOND, YOUR PLAN SHARES WILL REMAIN IN YOUR LIMITED, INC. STOCK FUND ACCOUNT. 1 3. Which documents did I receive in the tender materials and what is their purpose? You received the following materials in this mailing: -- Letter from the Company. This announces the Offer. -- Offer to Purchase dated May 4, 1999. This document (white, bound document) describes the Offer. PLEASE READ IT CAREFULLY. -- Letter of Transmittal. This document (long blue document) is part of the "Offer" and therefore is being provided to you. However, it does =ot apply to, or provide detailed instructions for, tendering Plan Shares. Do NOT use it to tender Plan Shares or Shares held in your name under the Limited, Inc. Purchase Plan. If you hold Shares outside of the Savings and Retirement Plan and the Company Stock Purchase Plan, please refer to this Letter of Transmittal for instructions on how to tender those Shares. -- Letter from the Savings and Retirement Plan Administrative Committee. This letter provides information about the Savings and Retirement Plan and the Offer. -- Notice to Savings and Retirement Plan Participants (white document you are reading) which includes Questions and Answers on Savings and Retirement Plan Tender Rights and Procedures. -- Tender Instruction Form. (yellow form) YOU MUST COMPLETE, SIGN AND MAIL THIS DOCUMENT TO THE ADMINISTRATIVE COMMITTEE IN THE ENCLOSED ENVELOPE IF YOU WISH TO DIRECT THE TRUSTEE TO TENDER YOUR PLAN SHARES. THIS DOCUMENT IS POSTED WITH YOUR NAME AND SOCIAL SECURITY NUMBER. USE IT IF YOU WISH TO DIRECT A TENDER OF YOUR PLAN SHARES. -- Reply Envelope. A preaddressed envelope for your reply. 4. How do I direct the Plan Trustee? The only way that you can tender your Plan Shares is by completing the Tender Instruction Form (yellow) as described, signing and returning it to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918, which will process your instructions. The address is on the return envelope you should use to return the Tender Instruction form. THE TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE ADMINISTRATIVE COMMITTEE BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, MAY 27, 1999. YOU MUST SIGN AND COMPLETE THE FORM FOR YOUR TENDER INSTRUCTION TO BE VALID. TO PROPERLY DIRECT THE TRUSTEE TO TENDER PLAN SHARES ON YOUR BEHALF YOU MUST: 64 EFTA_R1_01783885 EFTA02597969 -- INSTRUCTIONS. Read carefully and follow exactly the instructions in the Letter from Savings and Retirement Plan Administrative Committee and the Tender Instructions Form. These will tell you how to direct the Plan Trustee regarding your Plan Shares. -- FORM. Complete the enclosed yellow Tender Instruction Form. -- SHARES. Designate on the Tender Instruction Form the number of Plan Shares (excluding fractional shares) you wish to be tendered. -- PRICE. Designate on the Tender Instruction Form the price at which you are willing to tender your Plan Shares. In the alternative, you may maximize the chance of the Company purchasing the Plan Shares you tender by electing to accept whatever Purchase Price results from the Dutch auction tender process. This action will result in you receiving a price per Share as low as $50.00 or as high as $55.00. -- SIGNATURE. You must sign the Tender Instruction Form to complete your instruction. Unless you sign the Tender Instruction Form, your direction cannot be honored and the Tender Instruction Form will be void. -- MAILING. A preaddressed return envelope has been enclosed with your Tender materials. Use this envelope to return your completed Tender Instruction Form if you wish to have the Plan Trustee tender your Plan Shares. 2 Please be precise in providing your instruction and please act PROMPTLY. IF YOU DO NOT WISH TO TENDER ANY PLAN SHARES, TAKE NO ACTION. 5. How do I send instructions to the Administrative Committee? Please return your instructions PROMPTLY, recognizing the slow delivery time inherent in the U.S. mail today. Your instructions must be received by the Administrative Committee by no later than 5:00 p.m. on Thursday, May 27. You may mail your Tender Instruction Form to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918 in the preaddressed reply envelope that has been provided for your reply or send it by an alternate faster means (such as overnight courier). You may NOT fax your instructions. DO NOT DELIVER YOUR INSTRUCTIONS TO YOUR HUMAN RESOURCES DEPARTMENT OR TO YOUR BENEFITS ADMINISTRATOR. 6. Must I provide directions to the Administrative Committee? You must respond IF you wish the Trustee to tender your Plan Shares. Do not respond if you do not wish to tender any of your Plan Shares. 7. How many Plan Shares may I tender and how do I learn that number? The number of Plan Shares that you held under the Savings and Retirement Plan as of May 1, 1999, excluding those purchased with your April and May contributions, is set forth in the Letter to you from the Administrative Committee. You may tender all or any number of such Shares (excluding fractional Shares, if any). 8. What if I have Shares in my Savings and Retirement Plan account and hold Shares outside of the Savings and Retirement Plan? 65 EFTA_R1_01783686 EFTA02597970 If you have Plan Shares in the Savings and Retirement Plan and own other Shares (either in your possession or held by a brokerage firm) outside of the Savings and Retirement Plan, you will receive two or more sets of Offer materials. You should be careful to follow the directions that apply to each kind of Shares. 9. Who will know whether I tendered my Plan Shares? Your directions to the Trustee are CONFIDENTIAL. Individual instructions will only be disclosed to the recordkeeper as necessary to complete the tender. 10. Can I change my mind and direct the Trustee to withdraw my Plan Shares that I directed to be tendered? Yes, but only if you perform the following steps: -- You must send a signed notice of withdrawal to the Administrative Committee for the Savings and Retirement Plan, 82 South Street, Hopkinton, MA 01748-9918. -- The notice of withdrawal must be in writing. You may fax your notice of withdrawal to the Administrative Committee for the Savings and Retirement Plan at fax number (508) 787-2651. -- The notice of withdrawal must state your name, social security number, the number of Plan Shares that you wish to withdraw from the Offer and that you are directing the Trustee to withdraw Plan Shares that you previously directed the Plan Trustee to tender on your behalf. -- The notice of withdrawal must be received by the Administrative Committee before 5:00 p.m., New York City time, on Thursday, May 27, 1999. 3 11. Can I direct the Trustee to re-tender my Plan Shares? Yes. If, after directing the Plan Trustee to withdraw your Plan Shares, you wish to direct the Trustee to re-tender your Plan Shares, you must complete another Tender Instruction Form and return it to the Administrative Committee for receipt by 5:00 p.m. on Thursday, May 27, 1999. You may obtain another copy of the Tender Instruction Form by faxing your request to (508) 787-2651. 12. Will I still be entitled to receive the forthcoming regular, quarterly dividend on the Shares that I tender? Shares which are sold to the Company pursuant to the Offer will not be entitled to receive the next regular, quarterly dividend. However, if the Company does not buy all of the Shares which you directed the Trustee to tender, the Company will return the unpurchased Shares to the Trustee, and your Account will be entitled to receive the next dividend on those Shares. 13. Will I be entitled to receive shares of Limited Too in the Limited Too spinoff for the Shares I tender in the offer? Shares which are sold to the Company pursuant to this Offer will not participate in the Limited Too spinoff. However, if the Company does not buy all of the Plan Shares that you directed the Trustee to tender, the Company will return the unpurchased Shares to the Trustee, and your Account will be entitled to receive shares of Limited Too in the Limited Too spinoff with respect to the returned Shares. B. RESULTS OF THE TENDER: SHARES SOLD AND PRICE RECEIVED 66 EFTA_R1_01783887 EFTA02597971 14. Will all Plan Shares that I direct the Trustee to tender be purchased? This depends upon the total number of Shares tendered and the price at which you tender. If you tender Shares at a price above the Purchase Price, your Shares will not be purchased. If you tender your Shares at or below the Purchase Price or you elect to tender your shares at whatever Purchase Price results from the Dutch auction process, and more Shares are tendered at or below the Purchase Price by all stockholders than the Company had offered to purchase, then the Company will purchase a pro rata portion of the Shares that you directed to be tendered. See Q&A #1 for a descripti=n of how proration works. Plan Shares held in your Savings and Retirement Plan Account that are not accepted will remain in the Limited, Inc. Stock Fund subject to normal Savings and Retirement Plan rules. 15. How will I know if my Plan Shares have been purchased? After the Offer has expired, all tender directions will be tabulated, which may take up to two weeks. Soon thereafter you will be sent a statement of the number of your Plan Shares which were accepted. C. OPERATION OF THE SAVINGS AND RETIREMENT PLAN DURING THE TENDER OFFER 16. What happens to Limited, Inc. Stock Fund contributions made after April=1, 1999? Beginning with contributions made after April 1, 1999, the Plan Trustee stopped purchasing Shares for the Limited, Inc. Stock Fund. Company and participant contributions made to the Limited, Inc. Stock Fund, and dividends and other funds which are normally allocated to the Limited, Inc. Stock Fund, which are received by the Savings and Retirement Plan during the period of the Offer and for 10 business days thereafter (while the results are tabulated) will be accumulated and invested in a money market fund. Thereafter, upon the cessation of legal restrictions, purchases by the Plan Trustee will resume and the accumulated funds will be invested pursuant to the investment elections then in effect. 4 17. What happens if I request a distribution, withdrawal or reallocation following the announcement of the tender offer but before the offer expires? Distributions and withdrawals from the Savings and Retirement Plan and transfers into or out of the Limited, Inc. Stock Fund may be delayed until after the conclusion of the Offer. Authorized distributions, withdrawals or reallocations received before or during this period will be processed as soon as reasonably feasible. 18. When may I request a change in my investment elections? You may change your investment election for future contributions or reallocate your existing Account balances at the beginning of each month under the Savings and Retirement Plan's normal rules. You must call the SARP Line by the 23rd day of the month for your investment election change to be effective the first day of the following month, subject to delays required in connection with the Offer. UNDER THE TERMS OF THE SAVINGS AND RETIREMENT PLAN, SECTION 16 INSIDERS WHO TENDER SHARES WILL NOT BE PERMITTED TO MAKE AN ELECTION TO TRANSFER ANY AMOUNTS FROM OTHER INVESTMENT FUNDS INTO THE LIMITED, INC. STOCK FUND FOR SIX MONTHS AFTER THE EXPIRATION DATE; HOWEVER, NEW CONTRIBUTIONS MAY BE INVESTED IN THE LIMITED, INC. STOCK FUND DURING THIS SIX MONTH PERIOD. 19. Will I be taxed on any proceeds received in 1999 from the Shares that I tender under the Savings and Retirement Plan? 67 EFTA_R1_01783688 EFTA02597972 No. Because tender proceeds received from Plan Shares will be received by and held in the Savings and Retirement Plan, they will not be subject to current income taxes. D. REINVESTMENT OF TENDER OFFER PROCEEDS 20. How will the Savings and Retirement Plan invest the proceeds received f=om the Plan Shares that are tendered? Proceeds received from this Offer will be reinvested by the Trustee in a money market fund and reinvested in the investment funds you have selected under the Savings and Retirement Plan as soon as practicable in accordance with your future contribution election in effect at the date of such reinvestment. E. CERTAIN TAX INFORMATION Participants in the Savings and Retirement Plan should be aware that the reinvestment of the cash proceeds received in the Offer may, in certain circumstances, result in certain tax consequences to those participants who, as part of the ultimate distributions of their accounts, would receive Shares. Special tax rules apply to certain distributions from the Savings and Retirement Plan that consist, in whole or in part, of Shares. Generally, taxation of net unrealized appreciation ("NUA"), an amount equal =o the excess of the value of such Shares at distribution over the cost or other basis of such Shares (which will vary depending on whether the distribution qualifies for lump sum treatment) will be deferred until the Shares are sold following distribution. Moreover, if Shares are disposed of prior to a distribution, as would be the case in the Offer, and the proceeds of such disposition are reinvested within 90 days thereafter in the Limited, Inc. Stock Fund, the cost or other basis of such newly acquired Shares for NUA purposes will be the cost or other basis of the tendered Shares. Accordingly, if the cash proceeds receivable upon the tender of Shares is not reinvested in the Limited, Inc. Stock Fund under the Savings and Retirement Plan within 90 days, the opportunity to retain for NUA purposes the cost or other basis of the Shares tendered, and the tax-deferral treatment of the NUA calculated in reference to such basis, will be lost. The foregoing is only a brief summary of complicated provisions of the Internal Revenue Code. You are strongly urged to consult with your tax advisor as to the issues described above. 5 EXHIBIT (a)(8) May 4, 1999 Offer to Purchase Common Stock of The Limited, Inc. [Name/Address] Dear [ ]: We enclose materials being sent to all stockholders of The Limited, Inc. (the "Company") in connection with its recently announced offer t= purchase up to 15,000,000 outstanding shares of the Company's common stock, $.50 pa= value per share (such shares, together with all other outstanding shares of commo= stock of the Company, are herein referred to as the "Shares") at = price not greater than $55.00 nor less than $50.00 per Share, upon the terms and subj=ct to the conditions set forth in the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal, wh=ch together constitute the "Offer". Also enclosed is a brief description of t=e Offer in connection with 68 EFTA_R1_01783689 EFTA02597973 the Company's Savings and Retirement Plan ("Saving= and Retirement Plan") and questions and answers describing how the process=works. As a participant in the Savings and Retirement Plan you may elect to direct the Plan Trustee to "tender" (offer to sell) some or all of the S=ares (excluding fractional Shares) currently allocated to your Account in the Savings and Retirement Plan as a result of your election to invest in the Limited, Inc. Stock Fund. You may direct the Plan Trustee to tender your Shares by following the procedures described in the enclosed materials. SINCE YOU ARE SUBJECT TO THE REPORTING AND LIABILITY PROVISIONS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE A=T"), YOU SHOULD BE AWARE THAT A TENDER BY THE TRUSTEE OF SHARES HELD IN YOUR ACCOUNT UNDER THE SAVINGS AND RETIREMENT PLAN MAY BE SUBJECT TO SHORT-SWING PROFIT RECOVERY UNDER SECTION 16(b) OF THE EXCHANGE ACT. SUCH TENDER WILL 8= SUBJECT TO SHORT-SWING PROFIT RECOVERY IF DURING THE SIX-MONTH PERIOD PRECEDING THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE), YOU ELECTED TO MAKE AN INTRA-PLAN TRANSFER INVOLVING AN ACQUISITION OF SHARES B= THE LIMITED, INC. STOCK FUND AND SUCH INTRA-PLAN TRANSFER WAS NOT ITSELF EXEMPT FROM SHORT-SWING PROFIT RECOVERY UNDER SECTION 16(b). YOU SHOULD ALS= BE AWARE THAT EVEN IF THE TENDER OF SHARES PURSUANT TO THE OFFER IS NOT ITS=LF SUBJECT TO SHORT-SWING PROFIT RECOVERY, THE TENDER MAY CAUSE A FUTURE INTRA= PLAN TRANSFER INVOLVING AN ACQUISITION OF SHARES BY THE LIMITED, INC. STOCK FUND TO BE SUBJECT TO SHORT- SWING PROFIT RECOVERY IF YOU ELECT TO MAKE SUCH INTRA-PLAN TRANSFER WITHIN SIX MONTHS AFTER THE EXPIRATION DATE. FOR THIS REASON, YOU WILL NOT BE PERMITTED TO MAKE AN ELECTION TO TRANSFER ANY AMOUN= INTO THE LIMITED, INC. STOCK FUND FROM ANOTHER PLAN INVESTMENT FUND FOR SIX MONTHS AFTER THE EXPIRATION DATE. YOU WILL HOWEVER, BE PERMUTED TO ELECT =O INVEST NEW PLAN CONTRIBUTIONS IN THE LIMITED, INC. STOCK FUND DURING THIS PERIOD. Please consult the enclosed materials for further information as to the Offer. ADMINISTRATIVE COMMITTEE The Limited, Inc. Savings and Retirement Plan EXHIBIT (a)(9) (LETTERHEAD OF MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.) NOTICE TO PARTICIPANTS IN THE STOCK PURCHASE PLAN OF THE LIMITED, INC. Offer to Purchase for Cash by THE LIMITED, INC. Up to 15,000,000 Shares of its Common Stock May 4, 1999 69 EFTA_R1_01783690 EFTA02597974 To Participants in the Stock Purchase Plan of The Limited, Inc.: Dear Client: Enclosed for your consideration is the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase") in connection with the offer (the "=Offer") by The Limited, Inc., a Delaware corporation (the "Company"), to purchas= up to 15,000,000 outstanding shares of its common stock, $.50 par value per share (such shares, together with all other outstanding shares of common stock of the Company, are herein referred to as the "Shares"), at a price =pecified by its stockholders not greater than $55.00 nor less than $50.00 per Share, ne= to the seller in cash. The Company will determine a single per Share price (not greater than $55.0= nor less than $50,00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;), after taking into account the number of Shares so tendered and the prices specifi=d by tendering stockholders. The Company will select the lowest Purchase Pric= that will allow it to purchase 15,000,000 Shares (or such lesser number as =re validly tendered and not withdrawn at prices not greater than $55.00 nor le=s than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. Merrill Lynch is the holder of record of Shares held for your account in Th= Limited, Inc. Stock Purchase Plan (the "Plan"). A tender of your =hares in your Plan account can only be made by us as your agent, pursuant to your instructions. If you wish to participate in this tender offer, you must notify Merrill Lynch by no later than 3:30 p.m. on Thursday, May 27, 1999. If you wish to tender all or any number of your Shares, please instruct us by the deadline= If you do not respond to this notice, no Shares will be tendered. Cash received from any Shares tendered and accepted for payment by the Company will be distributed to participants by check. Any Shares tendered b=t not accepted by the Company will remain in your account. Merrill Lynch customers who wish to tender their Shares must contact our Customer Service Unit by 3:30 p.m. EST on Thursday, May 27, 1999. The phone number to call is: 1-800-637-3766. Our operators are available to take your call Monday through Friday between the hours of 8:00 a.m. and 7:00 p.m. EST. Please note the following: 1. You may tender Shares for cash at either the price specified by you (in multiples of 50.125), not greater than $55.00 nor less than $50.00 per Shar=, or the price determined by "Dutch auction" as indicated in Sectio= 1 of the Offer to Purchase. 2. The expiration date, the withdrawal deadline and the proration deadline are on Tuesday, June 1, 1999, at 12:00 midnight, New York City time, unless the Company extends the Offer. 3. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is subject, however, to the conditions as set forth in Section 6 of the Offer to Purchase. 4. Any stock transfer taxes applicable to the sale of Shares to the Company pursuant to the Offer will be paid by the Company. 5. Special Treatment for "Odd Lot" Holders: If you owned benefici=lly as of the close of business on May 3, 1999, an aggregate of fewer than 100 Shares and you instruct us to tender on your behalf all such Shares prior to the expiration of the Offer, all such Shares will be accepted for purchase befo=e proration, if any, of the purchase of other Shares properly tendered. 70 EFTA_R1_01783691 EFTA02597975 THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT, HOWEVER, TO CERTAIN OTHER CONDITIONS. SEE SECTION 6 OF THE OFFER TO PURCHASE. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER WHETHER TO TENDER ANY=OR ALL OF THEIR SHARES PURSUANT TO THE OFFER. LESLIE H. WEXNER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, HIS IMMEDIATE FAMILY MEMBERS AND AFFILIATED ENTITIES HAVE AGREED NOT TO TENDER ANY SHARES PURSUA=T TO THE OFFER. SEE SECTION 11 OF THE OFFER TO PURCHASE. THE COMPANY HAS BEEN ADVISED THAT ITS OTHER DIRECTORS AND EXECUTIVE OFFICERS HAVE NOT DETERMINED WHETHER TO TENDER THEIR SHARES PURSUANT TO THE OFFER. STOCKHOLDERS MUST MAK= THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. YOUR INSTRUCTIONS TO US MUST BE FORWARDED TO US PROMPTLY IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF T=E OFFER TO PURCHASE. ALTHOUGH THE EXPIRATION DATE, THE WITHDRAWAL DEADLINE AN= THE PRORATION DEADLINE ARE PRESENTLY SCHEDULED TO OCCUR ON TUESDAY, JUNE 1, 1999, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, WE MUST RECEIVE YOUR INSTRUCTI=NS BY NO LATER THAN 3:30 P.M. EST ON THURSDAY, MAY 27, 1999 IN ORDER TO BE ABL= TO ACT ON YOUR INSTRUCTIONS IN A TIMELY FASHION (UNLESS THE OFFER IS EXTEND=D BY THE COMPANY). Very truly yours, Merrill Lynch, Pierce, Fenner& Smith Incorporated Agent, The Limited, Inc. StockPurchase Plan As described in the Offer to Purchase, if fewer than all Shares validly tendered at or below the Purchase Price prior to the expiration of the Offe= are to be purchased by the Company, the Company will purchase Shares in the following order of priority: (a) all "odd lot" Shares tendered at=or below the Purchase Price prior to the expiration of the Offer by any stockholder who owned beneficially as of the close of business on May 3, 1999, 2 an aggregate of fewer than 100 Shares, and who validly tenders all of such Shares (partial tenders will not qualify for this preference); and (b) then= after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the expiration of the Offer, on a pro rata basis, if necessary (with appropriat= adjustments to avoid purchases of fractional Shares). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of suc= jurisdiction. In those jurisdictions the laws of which require that the Off=r be made by a licensed broker or dealer, the Offer shall be deemed to be mad= on behalf of the Company by Lazard Freres & Co. Ilc and J.P. Morgan Sec=rities Inc. or one or more registered brokers or dealers licensed under the laws o= such jurisdiction. 3 EXHIBIT (a)(10) May 4, 1999 Offer to Purchase Common Stock of The Limited, Inc. Notice to Holders of Vested Stock Options: 71 EFTA_R1_01783692 EFTA02597976 Under separate cover, you have been sent materials (the "Tender Offer Documents") being sent to all stockholders of The Limited, Inc. (the "Company") in connection with its recently announced offer to pur=hase up to 15,000,000 outstanding shares of the Company's common stock, $.50 par v=lue per share (such shares, together with all other outstanding shares of comma= stock of the Company, are herein referred to as the "Shares"), at=a price specified by such stockholders not greater than $55.00 nor less than $50.00 per Share, upon the terms and subject to the conditions set forth in the Of=er to Purchase dated May 4, 1999 and in the related Letter of Transmittal, whi=h together constitute the "Offer". The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;), after taking into account the number of Shares so tendered and the prices specifi=d by tendering stockholders. The Company will select the lowest Purchase Pric= that will allow it to purchase 15,000,000 Shares (or such lesser number as =re validly tendered and not withdrawn at prices not greater than $55.00 nor lers than $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. As a holder of vested stock options, you may wish to exercise any or all of your vested options, and then tender the Shares so acquired to the Company pursuant to the terms of the Offer. To assist you, attached is a summary of your stock option grants, including the grant date, exercise price, and the number of options from each grant that are currently available for you to exercise. You will need to evaluate the Tender Offer Documents to determine if participation would be advantageous to you, based on your stock option exercise prices, the date of your stock option grants and the years left ye= to exercise your options, the range of tender prices, and the provisions fo= pro rata purchases by the Company outlined in the Offer. We strongly encourage you to discuss the Offer with your tax advisor or broker. Merrill Lynch is also available to assist in answering any question= you may have. They can be reached at (614) 225.3194, if calling from Columb=s, Ohio, or (800) 637-3766 (toll-free), if calling from outside Columbus, Ohio= If you decide to exercise any of your stock options, attached is a Form B-- Notice of Exercise for you to use. The Offer expires on Tuesday, June 1, 19=9, unless extended by the Company. If you do intend to exercise stock options =n order to tender Shares in the Offer, you will need to exercise your options=by Monday, May 24, 1999, in order to obtain Shares to tender by June 1, 1999. As described in the Offer to Purchase, if fewer than all Shares validly tendered at or below the Purchase Price prior to the expiration of the Offe= are to be purchased by the Company, the Company will purchase Shares in the following order of priority: (a) all "odd lot" Shares tendered at=or below the Purchase Price prior to the expiration of the Offer by any stockholder who owned beneficially as of the close of business on May 3, 1999, an aggregate=of fewer than 100 Shares, and who validly tenders all of such Shares (partial tenders will not qualify for this preference); and (b) then, after purchase=of all of the foregoing Shares, all other Shares validly tendered at or below =he Purchase Price and not withdrawn prior to the expiration of the Offer, on a pro rata basis, if necessary (with appropriate adjustments to avoid purchas=s of fractional Shares). The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of suc= jurisdiction. In those jurisdictions the laws of which require that the Off=r be made by a licensed broker or dealer, the Offer shall be deemed to be mad= on behalf of the Company by Lazard Freres & Co. Ilc and J.P. Morgan Sec=rities Inc. or one or more registered brokers or dealers licensed under the laws o= such jurisdiction. 2 72 EFTA_R1_01783693 EFTA02597977 Exhibit (a)(11) This announcement is neither an offer to purchase nor a solicitation of =an offer to sell Shares. The Offer is made solely by the Offer to Purchas= dated May 4, 1999 and the related Letter of Transmittal and is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions whose laws require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by Lazard Freres & Co. LLC and J.P. Morgan Securities Inc. or one or more registered brokers or dealers licensed under the laws of such jurisdictions. Notice of Offer to Purchase for Cash by The Limited, Inc. Up to 15,000,000 Shares of its Common Stock The Limited, Inc., a Delaware corporation (the "Company"), invite= holders of its common stock, $.50 par value per share (the "Shares"), to =ender their Shares at prices specified by such stockholders, not greater than $55.00 no= less than $50.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 4, 1=99 (the "Offer to Purchase") and the related Letter of Transmittal, =hich together constitute the "Offer". The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is subject, however, to certain conditions. See Section=6 of the Offer to Purchase for a description of the conditions to the Offer. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JUNE 1, 1999 (THE "EXPIRATIO= DATE"), UNLESS THE OFFER IS EXTENDED. The Company will determine a single per Share price (not greater than $55.0= nor less than $50.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price&=uot;), taking into account the number of Shares so tendered and the prices specifi=d by tendering stockholders. The Company will select the lowest Purchase Pric= that will allow it to purchase 15,000,000 Shares (or such lesser number of Shares as are validly tendered at prices not greater than $55.00 nor less t=an $50.00 per Share) pursuant to the Offer. All stockholders whose Shares are purchased by the Company will receive the Purchase Price for each Share purchased in the Offer. Upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration and "odd=lot" tenders, the Company will purchase all Shares validly tendered at prices at=or below the Purchase Price and not withdrawn prior to the Expiration Date. Up=n the terms and subject to the conditions of the Offer, if more than 15,000,0=0 Shares have been validly tendered and not withdrawn prior to the Expiration Date, the Company will purchase Shares in the following order of priority: (a) all Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date by any stockholder who owned beneficially an aggregate of fewer than 100 Shares as of the close of business on May 3, 1999, and who validly tenders all of such Shares (partial tenders will not qualify for this preference); and 73 EFTA_R1_01783694 EFTA02597978 (b) after purchase of all of the foregoing Shares, all other Shares validly tendered at or below the Purchase Price and not withdrawn prior to the Expiration Date on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). The Company expressly reserves the right, in its sole discretion, to (i) extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary (as defined below) or (i=) amend the Offer in any respect by making a public announcement of such amendment. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, exc=pt that they may be withdrawn after July 2, 1999 unless theretofore accepted f=r payment as provided in the Offer to Purchase. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth in the Offer t= Purchase and must specify the name of the person who tendered the Shares to=be withdrawn and the number of Shares to be withdrawn and the name of the registered holder of the Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to =he Depositary, a signed notice of withdrawal (with signatures guaranteed by an "Eligible Institution" (as defined in the Offer to Purchase), exc=pt in the case of Shares tendered by an Eligible Institution) must be submitted prior=to the release of such Shares. In addition, such notice must specify, in the c=se of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the na=e and number of the account at the Book- Entry Transfer Facility (as defined i= the Offer to Purchase) to be credited with the withdrawn Shares. Withdrawal= may not be rescinded and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may b= retendered by again following one of the procedures described in Section 3 4 the Offer to Purchase at any time prior to the Expiration Date. For purposes of the Offer, the Company will be deemed to have accepted for payment, subject to the proration and "odd lot" provisions of the=Offer, Shares that are validly tendered and not withdrawn as, if and when it gives oral or written notice to First Chicago Trust Company of New York (the "Depositary") of its acceptance for payment of such Shares. While the Board of Directors of the Company believes that the Shares represent an attractive investment for its continuing stockholders, the purpose of the Offer is to allow those stockholders wishing to receive cash for a portion of their Shares an opportunity to do so at a price in excess =f recent trading prices for the Shares. Neither the Company nor its Board of Directors makes any recommendation to any stockholder whether to tender any or all Shares. Leslie H. Wexner, Chairman, President and Chief Executive Officer of the Company, his immedia=e family members and affiliated entities have agreed not to tender any Shares pursuant to the Offer. The Company has been advised that its other director= and executive officers have not determined whether to tender their Shares pursuant to the Offer. Stockholders must make their own decision whether to tender Shares and, if so, how many Shares to tender. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended= is contained in the Offer to Purchase and is incorporated herein by referen=e. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares of the Company and will be furnished to brokers= dealers, commercial banks, trust companies and similar persons whose names,=or the names of whose nominees, appear on the stockholder list or, if applicab=e, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. The Offer to Purchase and Letter of Transmittal contain important information which should be read before any decision is made with respect t= the Offer. 2 74 EFTA_R1_01783695 EFTA02597979 Requests for copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent or the Dealer Managers as set forth below, and copies wil= be furnished promptly at the Company's expense. The Information Agent for the Offer is: D. F. King & Co., Inc. 77 Water Street New York, New York 10005 (212) 269-5550 (Call Collect) or Call Toll-Free (800) 829-6554 The Dealer Managers for the Offer are: Lazard Freres & Co. Ilc J.P. Morgan =amp; Co. 30 Rockefeller Plaza 60 Wall Street New York, New York 10020 New York, New York 10260 May 4, 1999 3 Exhibit (a)(12) THE LIMITED, INC. ANNOUNCES FIRST QUARTER EARNINGS EXPECTATIONS AND MAJOR ACTIONS TO INCREASE SHAREHOLDER VALUE --First Quarter Earnings Expected to Exceed Analysts' Estimates-- -- The Limited, Inc. to Self-Tender for up to 15 Million Shares of Stock -- --The Limited, Inc. to Spin-Off Limited Too to Shareholders -- -- The Limited, Inc. to Sell a Majority Interest in Galyan's Trading Co= -- --Declaration of 98th Consecutive Quarterly Dividend-- (Columbus, Ohio) May 3, 1999 --"We're very pleased today to announ=e important next steps in our ongoing efforts to create sustained growth of shareholder value. First, the performance of our apparel brands in the first quarter w=s very encouraging and will enable us to deliver earnings that will exceed analysts' estimates. In addition, we are announcing three transactions=that continue our aggressive positioning of the Company as a family of the world=#39;s best fashion brands and focus our time, talent and capital on the highest r=turn opportunities," said Leslie H. Wexner, Chairman and CEO of The Limited= Inc. (NYSE/LSE: LTD). "Specifically, we will: . Self-tender for up to 15 million shares of The Limited, Inc. common stoc=. 75 EFTA_R1_01783696 EFTA02597980 . Spin-off Limited Too to shareholders in a tax-free transaction enabling =t to be a fully independent company. . Sell a majority interest in our Galyan's Trading Co., an active life=tyle superstore retailer, to Freeman Spogli & Co." First Quarter Expectations Mr. Wexner commented: "For the past several years, we have been growin= our brand recognition with great success at Victoria's Secret and Bath &= Body Works, both units of Intimate Brands. The historic live Webcast of the 'World'=s Most Watched Fashion Show' broke Internet and e-commerce records. We are br=nging the same focus and innovation to our apparel businesses, as demonstrated by=our first quarter results." Specifically, the Company expects to report April total sales of $639.9 mil=ion, an increase in comparable store sales of 5% and first quarter earnings per =hare of 5.14, an increase of 56% over an adjusted 5.09 per share in 1998. This represents a significant increase over the current Wall Street consensus estimate of 5.10 per share, and is primarily the result of strong first qua=ter performances at the Express, Lerner New York, Lane Bryant, and Limited Too brands, as well as at Intimate Brands, Inc. (NYSE: IBI). Additionally, due to the momentum in the apparel brands, the Company now ex=ects to exceed the current second quarter Wall Street consensus estimate of $.15=per share by 5.03. 15 Million Share Stock Repurchase "The Board has been evaluating uses of excess cash generated from both operations and the sale of non-core assets over the last several years. We=have now determined that, with the improved performance of our apparel brands, a significant share repurchase would be a tax-efficient way to distribute thi= excess cash to shareholders. This share repurchase further demonstrates management's and the Board's confidence in our business and its fut=re," Mr. Wexner said. Accordingly, The Limited, Inc.'s Board of Directors has authorized the repurchase of up to 15 million shares of its common stock. Neither Mr. Wex=er nor his affiliates will participate. The repurchase will be made through a "Dutch Auction" tender offer in which The Limited, Inc.'s sha=eholders will be given the opportunity to sell a portion or all of their shares to the Compa=y at a price of not less than $50 per share, and not more than $55 per share. T=e offer to purchase shares will commence on May 4,1999 and will expire at 12:=0 midnight, New York City time on June 1, 1999, unless extended by the Compan=. If the number of shares tendered is greater than the number sought, the Com=any will select the lowest price within the stated range that will allow it to =uy 15 million shares, with purchases to be made on a pro rata basis from shareholders tendering at or below the purchase price. The Company also announced the rescission of the Contingent Stock Redemptio= Agreement, thereby making available the $351.6 million in cash that previou=ly had been held on a restricted basis to honor the Company's obligations =nder the Agreement. This cash and other available funds will be utilized to repurch=se shares under the self-tender. This news release is neither an offer to purchase nor a solicitation of off=rs to sell common stock. The self-tender is being made only by means of an Of=er to Purchase and related documents, copies of which will be mailed to all shareholders and filed with the Securities and Exchange Commission, and may=also be obtained from the information agent, D.F. King & Co., Inc. In conne=tion with the self-tender, The Limited, Inc. has retained Lazard Freres & Co= LLC and J.P. Morgan & Co. to act as dealer managers. 76 EFTA_R1_01783697 EFTA02597981 Spin-Off of Limited Too to Shareholders The Company plans to establish Limited Too as a fully independent public co=pany through a 100% spin-off to Limited, Inc. shareholders. The spin-off is exp=cted to be tax-free and occur in 2 late July or August 1999. Accordingly, shares tendered and accepted by the Company in today's announced self-tender will not be eligible to receiv= shares of Limited Too distributed in the spin-off. Shares of Limited Too stock are expected to trade on the New York Stock Exchange. Mr. Wexner said, "Like Abercrombie & Fitch (NYSE: ANF), Limited To= will now have direct accountability to public investors and increased strategic flexibility to pursue continued growth. At the same time, The Limited, Inc= can continue to intensify its focus on growing its own businesses and further developing its strong portfolio of brands. We believe the spin-off will al=ow investors to more effectively evaluate each company, thereby maximizing shareholder value over the long term. "Under Michael Rayden and his team, Limited Too has become a remarkabl= success, having created a focused and differentiated brand image for fashion-aware g=rls aged 7 to 14 who follow the latest trends. Under Michael's leadership,=in the period from fiscal 1996 to fiscal 1998, Limited Too has increased its sales=from $259 million to $377 million and significantly improved its profitability.&=uot; In connection with the spin-off, The Limited, Inc. has retained J.P. Morgan=& Co. to act as its financial advisor. Sale of Majority Interest in Galyan's Trading Co. The Company has signed an agreement to sell a majority interest in Galyan&4=9;s Trading Co. to an affiliate of Freeman Spogli & Co. to manage and grow =he business. Galyan's would be 60% owned by Freeman Spogli and Galyan'=s management and 40% owned by The Limited, Inc. In connection with the transaction, the Company expects to receive total cash proceeds of $190 million, including proceeds from sale-leaseback transactions. The transaction, which remains subject to financing, is expected to close in late June or July. Galyan t=;5 Trading Co. currently operates 16 active lifestyle superstores, and had fis=al 1998 revenues of $220 million. Mr. Wexner commented, "Galyan's has had solid performance and is a= excellent growth company. As we've demonstrated in the past with similar transac=ions involving Brylane, Inc., and Alliance Data Systems, our transaction process=r, this type of transaction can be an effective way of maximizing value for ou= shareholders." Freeman Spogli & Co. is a private investment firm, based in Los Angeles=and New York, dedicated exclusively to investing together with management in growin= companies. Declaration of 98th Consecutive Quarterly Dividend The Company also announced the declaration of a quarterly dividend of $.1S =er share, payable on June 30, 1999 to shareholders of record at the close of business on June 23, 1999. This is the Company's ninety-eighth consecu=ive quarterly dividend. Because the self-tender is expected to close before th= dividend record date, shares which are tendered to and accepted by the Comp=ny will not receive the dividend. 77 EFTA_R1_01783698 EFTA02597982 3 The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently op=rates 3,408 specialty stores. The Company also owns approximately 84% of Intimate Brands, Inc. (NYSE: IBI), the leading specialty retailer of intimate appare=, beauty and personal care products through the Victoria's Secret and Bat= & Body Works brands. Victoria's Secret products are available through 849 lingerie and beauty stores, the Victoria's Secret Catalogue and online =t www.VictoriasSecret.com <http://www.VictoriasSecret.com> . Bat= and Body Works products are available in 1,101 stores. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: All forward-looking statements made by the Company involve material r=sks and uncertainties and are subject to change based on various important fact=rs which may be beyond the Company's control. Accordingly, the Company'=s future performance and financial results may differ materially from those expresse= or implied in any such forward-looking statements. Such factors include, but a=e not limited to; those described in the Company's filings with the Secur=ties and Exchange Commission. The Company does not undertake to publicly update or r=vise 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. # # # For further information, please contact: Tom Katzenmeyer Vice President, Investor Rela=ions The Limited, Inc. 614.415.7555 www.limited.com <http://www.limited=com> 4 Exhibit (a)(13) THE LIMITED, INC. STOCK TENDER OFFER ASSOCIATE--QUESTIONS AND ANSWERS What is a tender offer? Tender means offer to sell; therefore, a tender offer simply means that you have the opportunity to sell your shares. It is completely your choice whet=er to tender your shares of The Limited, Inc. stock or not. Why is the Company doing this? For some time, the Board of Directors and Company management have been considering possible uses of excess cash generated by the Company's operations. After careful consideration, including presentations from sever=l of the Company's financial advisors, the Board of Directors concluded t=at a significant share repurchase would be the most desirable use for the Compan='s excess cash. The Board concluded that such a repurchase would demonstrate t= the Company's stockholders the Company's confidence it its business= and would be a tax-efficient way to distribute cash to those stockholders who wanted =o receive cash for a portion of their Shares. What will happen to the shares of The Limited, Inc. stock that I own in the Savings and Retirement Plan? If you own The Limited, Inc. stock in your Savings and Retirement Plan account, you will also have the opportunity to tender these shares--however= the money from the sale of your shares will not be distributed to you, but will be reinvested in your SARP account. The reinvestment in your account w=ll be based on what investment election you have 78 EFTA_R1_01783699 EFTA02597983 made for investment of your future contributions. As previously announced, if you would like to change your future investment election, you may do so by calling the SARP Line. If you do have The Limited, Inc. stock in your SARP account, you will be getti=g a separate package at your home next week, describing in detail what choice= you have. What will happen to the shares I own through the Employee Stock Purchase PI=n? If you have shares of The Limited, Inc. stock in your Employee Stock Purcha=e Plan, you will be receiving a copy of the tender offer package from Merrill Lynch. It will provide all of the details of the offer, and will give you instructions about how to tender your shares if you wish to do so. How do I tender (offer to sell) my shares of The Limited, Inc. stock? If you own shares of The Limited, Inc. stock, you will receive a tender off=r package. This package will provide you with the complete details of the off=r, and provide you with instructions about how to tender your shares, if you w=sh to do so. Remember that if you own shares through multiple plans or brokers= you will be receiving packages from each. If I have The Limited, Inc. stock options, what happens with those? If you have been granted The Limited, Inc. stock options, you will receive = letter outlining what you should do if you choose to exercise those options=in order to tender your shares. It will also provide you with information of w=o to call should you have questions. How do I know how many shares I actually own and can tender? If you hold shares of The Limited, Inc. stock outright, or through the SARP=or the ESPP, you will be receiving detailed information regarding the tender offer and how many shares you own. You may receive multiple packages if you own shares through more than one plan or brokerage account; therefore, it i= important that you read each package in detail. 1 Who can I talk with to get more information about what this all means to me= If you own shares of The Limited, Inc. stock, we recommend that you wait un=il you receive your tender offer package(s) in the mail and have had an opportunity to review the details of the offer. Then, if you have questions regarding your personal situation, beginning on Tuesday, May 4, you may cal= Merrill Lynch at 1.800.637-3766 for assistance. This number is available fr=m 8 a.m. through 7 p.m. EST Monday through Friday--again beginning on May 4. What price will I get for The Limited, Inc. shares that I sell? You may specify the minimum price at which you are willing to sell your shares. The Company will determine a single purchase price (not greater tha= $55.00 nor less than $50.00 per share) that it will pay for the shares vali=ly tendered pursuant to the offer after taking into account the number of char=s tendered and the prices specified by tendering shareholders. The Company wi=I select the lowest purchase price that will allow it to purchase 15,000,000 shares (or such lesser number as are validly tendered and not withdrawn at prices not greater than $55.00 nor less than $50.00 per share). This proces= is called a "Dutch auction". If you tender (offer to sell) your s=ares at or below the purchase price determined by the Company under the "Dutch au=tion" process, then you will receive the purchase price for each share that is accepted to be purchased (even if you indicated that you were willing to se=l your shares for less than the purchase price). If, at the end of the tender period, more than 15 million shares have been tendered (offered to be sold)=at or below the purchase price, then the number of shares will be "prorat=d". For example, if 15 million shares can be bought by the Company and 30 million shares are tendered at or below the purchase price by shareholders, then 50= 79 EFTA_R1_01783700 EFTA02597984 of what each shareholder offered to sell at or below the purchase price wil= actually be bought. Special procedures will apply to tendering shareholders who own less than 100 total shares. The tender offer package will explain these procedures. How do I maximize the chance that the Company will purchase my shares? If you want to maximize the chance that the Company will purchase your shar=s you may elect to tender (offer to sell) your shares at the purchase price determined by the "Dutch auction" process described above. This a=tion will cause you to receive a price per share as low as $50.00 or as high as $55.0= per share. How long do I have to decide what I want to do? The tender period will begin on Tuesday, May 4, and end on Tuesday, June 1, unless extended by the Company. If you hold shares through the ESPP or the SARP, your deadline under those plans is slightly sooner. You will need to read your tender materials carefully to ensure you comply with and respond =y the deadline outlined in each package. When will I know how many of my shares have been sold? At the end of the tender period, all of the shares that have been offered t= be sold by shareholders will be tallied, and if there is a need to prorate =he number of shares, it will be done at that time. Once all of that is complet=, you will be notified within a couple of weeks of the percentage of the shar=s that you tendered that were actually sold. What if I do not want to sell? If you do not want to sell your shares, do nothing. If I decide to sell, when will I get my money? If you decide to sell, the purchase price will be paid to you as soon as practicable after it has been determined what percentage of the total numbe= of shares tendered will be purchased by the Company. 2 Will I have to pay brokerage fees if I decide to sell some of my shares? No. Will I have to pay any taxes if I decide to sell some of my shares? You may owe taxes on the sale of your shares, as you would normally. If you have questions, we encourage you to talk to your tax advisor about your personal situation. If I own stock in Intimate Brands, Inc. or Abercrombie & Fitch Co. are =hose affected? This tender offer applies only to shares of The Limited, Inc. stock. If doe= not apply to any shares you may own in Intimate Brands, Inc. or Abercrombie=& Fitch Co. Will I still be entitled to receive the forthcoming quarterly dividend on t=e shares that I tender? 80 EFTA_R1_01783701 EFTA02597985 Shares of The Limited, Inc. stock which are sold to the Company will not be entitled to receive the next quarterly dividend. However, if the Company do=s not buy all of the shares which you offered to sell, it will return the unpurchased shares to you, and you will be entitled to receive the next dividend on those shares. Will I be entitled to receive shares of Limited Too in the Limited Too spin=ff for the shares I tender in the offer? Shares of The Limited, Inc. stock which you sell to the Company in this off=r will not participate in the Limited Too spinoff. However, if the Company do=s not buy all of the shares that you tender, it will return the unpurchased shares to you, and you will be entitled to receive shares of Limited Too in the Limited Too spinoff with respect to the returned shares. 3 Exhibit (c)(1) AGREEMENT THIS AGREEMENT is made and entered into as of May 3, 1999 by and among The Limited, Inc., a Delaware corporation (the "Company"), Leslie H. =exner, in his individual capacity (in such capacity, "Wexner"), and Leslie H. W=xner, as Trustee (in such capacity, the "Trustee") of The Wexner Children&=39;s Trust under a Trust Agreement dated January 24, 1996 (the "Trust"). RECITALS WHEREAS, the Company desires to distribute its interest in Limited Too pro rata to its shareholders (the "Limited Too Spin-Off") in a transa=tion which will qualify for tax-free treatment under Section 355 of the Internal Reven=e Code of 1986, as amended; and WHEREAS, the Company, Wexner and the Trustee are parties to a Contingent Stock Redemption Agreement, dated as of January 26, 1996 and amended on Jul= 19, 1996 (as so amended, the "Contingent Stock Redemption Agreement")= and WHEREAS, the parties desire to rescind the Contingent Stock Redemption Agreement, including, without limitation, the credit support established by=the Company and its wholly-owned subsidiary, Special Funding, Inc., as required=by Section 3.06 of the Contingent Stock Redemption Agreement (the "Credit Support"); and WHEREAS, the Company desires to utilize approximately $351,000,000. of cash presently restricted under the Credit Support, which will become unrestrict=d upon the rescission of the Contingent Stock Redemption Agreement, together =ith an additional approximately $449,000,000 of available cash, to purchase in = modified "Dutch auction" tender offer (the "Tender Offer&quo=;) shares of the Company's common stock from shareholders other than Wexner and certain =elated parties; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants of the parties hereto contained herein, the parties hereto agree =s follows: Section 1. Rescission of the Contingent Stock Redemption Agreement and Credit Support. As of the date hereof, the Contingent Stock Redemption Agreement shall be deemed, for all purposes, to be rescinded, as if such agreement was never of any force or effect, with no further action required=of any of the parties hereto to effect such rescission. 81 EFTA_R1_01783702 EFTA02597986 Without limiting the generality of the foregoing sentence, the rescission of the Contingent Stoc= Redemption Agreement shall terminate the Credit Support. Each of the parti=s agrees to take such actions and to execute and deliver such instruments as =ay be reasonably requested by the other to effectuate the transactions contemp=ated hereby, including, without limitation, the termination of the Credit Suppor=. Section 2. Representations and Warranties of the Company. The Company represents and warrants to Wexner and the Trustee that (a) the Company is a corporation duly organized, validly existing and in good standing under the=laws of the State of Delaware and has the corporate power and authority to enter=into this Agreement and to carry out its obligations hereunder, (b) the executio= and delivery of this Agreement by the Company and the consummation by the Compa=y of the transactions contemplated hereby have been duly authorized by all neces=ary corporate action on the part of the Company and no other corporate proceedi=gs on the part of the Company are necessary to authorize this Agreement or any=of the transactions contemplated hereby, and (c) this Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitu=es a valid and binding obligation of Wexner and the Trustee, constitutes a valichand binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limi=ed by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and the availability of equi=able remedies may be limited by equitable principles of general applicability. Section 3. Representations and Warranties of the Trustee. The Trustee represents and warrants to the Company that (i) the Trust has been duly constituted and is validly existing under the laws of the State of Ohio, an= has the requisite power and authority to enter into this Agreement and to carry=out its obligations hereunder, (ii) the execution and delivery of this Agreemen= by the Trustee and the consummation by the Trustee of the transactions contemp=ated hereby have been duly authorized by all necessary action under the Trust Hs trust agreement and no other proceedings on the part of the Trustee or any other person are necessary to authorize this Agreement or any of the transactions contemplated hereby, and (iii) this Agreement has been duly executed and delivered by the Trustee and, assuming this Agreement constitutes a valid a=d binding obligation of the Company and Wexner, constitutes a valid and bindi=g obligation of the Trustee and/or its successors in trust, enforceable in accordance with its terms, 2 except as the enforceability thereof may be limited by bankruptcy, insolven=y, moratorium or other similar laws affecting the enforcement of creditors'= rights generally and the availability of equitable remedies may be limited by equi=able principles of general applicability. Section 4. Representations and Warranties of Wexner. Wexner represents and warrants to the Company that the Agreement has been duly executed and delivered by Wexner and, assuming this Agreement constitutes a valid and bi=ding obligation of the Company and the Trustee, constitutes a valid and binding obligation of Wexner, enforceable in accordance with its terms, except as t=e enforceability thereof may be limited by bankruptcy, insolvency, moratorium=or other similar laws affecting the enforcement of creditors' rights gener=lly and the availability of equitable remedies may be limited by equitable principl=s of general applicability. Section S. Covenants of Wexner. (a) Wexner agrees that he will not, and will cause all members of his Immediate Family (as such term is defined in =ule 16a-1(e) under the Securities Exchange Act of 1934, as amended) who reside =n his household and any corporation, partnership, trust or other entity, all =f the stockholders, partners, owners or beneficiaries of which are Wexner or members of his Immediate Family not to, tender any shares of Common Stock i= the Tender Offer. (b) Immediately prior to the Limited Too Spin-Off and any other spin-off or split-off of one or more businesses owned, directly or indirectly, by the Company (any such transaction, including, without limitation, the Limited T=o Spin-Off, a "Spin-Off Transaction"), which Spin-Off Transaction o=curs within 24 months of the date of this Agreement, Wexner will, if required in order for=such Spin-Off Transaction to be tax-free under applicable law, represent and war=ant in writing 82 EFTA_R1_01783703 EFTA02597987 to the Company and counsel to the Company that, as of the effect=ve date of such Spin-Off Transaction, none of Wexner, the Wexner Children'. Trust, or any other person or entity described in Section 5(a) of this Agreement h=s any then-current plan or intention to sell exchange, transfer by gift or otherwise dispose of, after the effective date of the Spin-Off Transaction,=any stock in, or securities of, the Company and Limited Too or any other busine=s distributed to the Company's shareholders pursuant to that Spin-Off Tra=saction, as the case may be. Section 6. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be either (i) hand- delivered, (ii) delivered by reputable overnight courier delivery or (iii) =ent by telecopy (with receipt confirmed) and shall be deemed given upon deliver= when hand-delivered, or one business day after having been deposited with t=e 3 overnight courier service or upon receipt of confirmation of telecopier, addressed as follows (or to such other address as a party may designate by notice to the other): If to Wexner: Leslie H. Wexner c/o The Limited, Inc. Three Limited Parkway P.O. Box 1600 Columbus, OH 43216 Facsimile: (614) 415-7208 If to the Trustee: The Wexner Children's Trust c/o The Limited, Inc. Three Limited Parkway P.O. Box 1600 Columbus, OH 43216 Attention: Leslie H. Wexner Facsimile: (614) 415-7208 If to the Company: The Limited, Inc. Three Limited Parkway P.O. Box 1600 Columbus, OH 43216 Attention: General Counsel Facsimile: (614) 415-7188 Section 7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together s=all constitute one and the same document. Section 8. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New =ork. 83 EFTA_R1_01783704 EFTA02597988 Section 9. Assignment; Third Party Beneficiaries. This Agreement may not be assigned by any of the parties hereto. Nothing in this Agreement, expre=sed or implied, shall be construed to give any person other than the parties 4 hereto and their successors any legal or equitable right, remedy or claim u=der or by reason of this Agreement or any provision contained herein. Section 10. Public Announcements. Wexner and the Company shall jointly approve any public announcements relating to this Agreement or the transact=ons contemplated hereby. Section 11. Entire Agreement. This Agreement and any documents delivered by the parties pursuant hereto, constitute the entire understanding and agreement of the parties hereto with regard to the subject matter hereof an= thereof, and supersedes all prior agreements and understandings, written or oral, between the parties relating to the subject matter hereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. THE LIMITED, INC. By: /s/ Kenneth B. Gilman Name: Kenneth B. Gilman Title: Vice Chairman and Chief Administrative Officer LESLIE H. WEXNER /5/ Leslie H. Wexner /5/ Leslie H. Wexner LESLIE H. WEXNER as Trustee of The Wexner Children's Trust S -424> please note The information contained in t=is communication is confidential, may be attorney-client privileged, ma= constitute inside information, and is intended only for the use of =he addressee. It is the property of JEE Unauthorized use, disclosure=or copying of this 84 EFTA_R1_01783705 EFTA02597989 communication or any part thereof is strictly prohib=ted and may be unlawful. If you have received this communication in =rror, please notify us immediately by return e-mail or by e-mail to [email protected]=m, and destroy this communication and all copies thereof, includ=ng all attachments. copyright -all rights reserved 85 EFTA_R1_01783706 EFTA02597990