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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Alliance Data Systems Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
018581-10-8
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(CUSIP Number)
April 30, 2003
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 1 of 6
CUSIP No. 018581-10-8 13G
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Limited Brands, Inc., 31-1029810
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER 7,663,376
NUMBER OF --------------------------------------------------------------
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 7,663,376
PERSON WITH --------------------------------------------------------------
8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,663,376
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%**
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12. TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Based on 78,675,123 shares of common stock outstanding as of April 30, 2003.
Page 2 of 6
Item 1(a). Name of Issuer:
Alliance Data Systems Corporation ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
17655 Waterview Parkway, Dallas, Texas 75752
Item 2(a). Name of Person Filing:
Limited Brands, Inc. ("Limited Brands")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Three Limited Parkway, Columbus, Ohio 43216
Item 2(c). Citizenship:
Limited Brands is a Delaware corporation
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
018581-10-8
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Page 3 of 6
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of issuer identified in Item 1.
(a) Amount beneficially owned: 7,663,376
(b) Percent of class: 9.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 7,663,376
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 7,663,376
(iv) Shared power to dispose or to direct the disposition of: None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
See Exhibit 1 attached hereto.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
Page 4 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 1, 2003
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(Date)
/s/ Samuel P. Fried
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(Signature)
Samuel P. Fried/Senior Vice President and
General Counsel
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(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
Page 5 of 6
EXHIBIT 1
Identification of Subsidiary
Limited Commerce Corp., a wholly-owned subsidiary of Limited Brands.