EFTA02597906.pdf

From: jeffrey E. <jeevacation@gmail.com> 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 11of 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=1Kenneth 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 suc