- Current report filing (8-K)
August 04 2009 - 9:49AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 3,
2009
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Limited
Brands, Inc.
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(Exact
Name of Registrant
as
Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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1-8344
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31-1029810
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Three
Limited Parkway
Columbus,
OH
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43230
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(614)
415-7000
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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_____________________
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events.
On August
3, 2009, Limited Brands, Inc. announced the extension of the early tender date
and the expiration date of its previously announced cash tender offer for any
and all of its $294,600,000 outstanding 6.125% Notes due December 1, 2012 (the
“Notes”). The early tender date was extended from 5:00 p.m., Eastern
Time, on July 31, 2009 (the “Early Tender Date”), to 5:00 p.m., Eastern Time, on
August 5, 2009 (the “Extended Early Tender Date”), unless such date is further
extended or the tender offer is earlier terminated. The expiration
date was extended from 12:00 midnight, Eastern Time, on August 14, 2009, to
12:00 midnight, Eastern Time, on August 18, 2009 (the “Extended Expiration
Date”), unless such date is further extended or the tender offer is earlier
terminated. The “Total Consideration” will be $980 per $1,000
principal amount of the Notes already tendered on or prior to the Early Tender
Date, as well as the Notes tendered on or prior to the Extended Early Tender
Date, which consideration includes an early tender payment of $20 per $1,000
principal amount of the Notes. The “Tender Offer Consideration” will
be $960 per $1,000 principal amount of the Notes tendered after the Extended
Early Tender Date, but on or prior to the Extended Expiration
Date. The Total Consideration or the Tender Offer Consideration, as
applicable, will include accrued and unpaid interest from the last interest
payment date to, but not including, the payment date for the Notes purchased in
the tender offer.
As of
5:00 p.m., Eastern Time, on the Early Tender Date, Limited Brands, Inc. had
received valid tenders from holders of $102,829,000 in aggregate principal
amount of the Notes. This represents approximately 34.9% of the
outstanding principal amount of the Notes.
The terms
and conditions of the tender offer are set forth in the Offer to Purchase dated
July 20, 2009 (the “Offer to Purchase”), and the related Letter of
Transmittal. As more fully described in the Offer to Purchase,
Limited Brands, Inc. may amend, extend or terminate the tender
offer. Once validly tendered by holders, Notes may not be withdrawn
except as may be required by law. Limited Brands, Inc. expects to use
net cash proceeds from its recent offering of its 8.50% Senior Notes due 2019 to
purchase the Notes.
A copy of
the press release announcing the tender offer extension is filed herewith as
Exhibit 99.1.
Item
9.01 Financial Statements
and Exhibits
(d) Exhibits.
Exh
ibit No.
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Description
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99.1
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Press
Release dated August 3, 2009 regarding the tender offer
extension.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Limited
Brands, Inc.
(Registrant)
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Date:
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August
3, 2009
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By:
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/s/
Douglas L. Williams
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Name:
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Douglas
L. Williams
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Title:
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Senior
Vice President and General Counsel
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Index
to Exhibits
Exh
ibit No.
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Description
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99.1
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Press
Release dated August 3, 2009 regarding the tender offer
extension.
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