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): September 17, 2004
(September 15, 2004)
ABERCROMBIE & FITCH CO.
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(Exact name of registrant as specified in its charter)
Delaware 1-12107 31-1469076
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
6301 Fitch Path, New Albany, Ohio 43054
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(Address of principal executive offices) (Zip Code)
(614) 283-6500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
As of September 15, 2004, Abercrombie & Fitch Co. (the "Company") and
Abercrombie & Fitch Management Co., a subsidiary of the Company ("A&F
Management"), entered into a Second Amendment (the "Second Amendment") in
respect of the Credit Agreement, dated as of November 14, 2002 (as previously
amended by the First Amendment and Waiver, dated as of January 26, 2004, the
"Credit Agreement"), among A&F Management, as Borrower; the Company, as
Guarantor; the banks and other financial institutions and entities then party to
the Credit Agreement (the "Lenders"); and National City Bank, as Administrative
Agent. The Second Amendment permits additional repurchases by the Company of
shares of its Class A Common Stock, in accordance with the stock repurchase
program authorized by the Company's Board of Directors and announced on July 29,
2004.
Pursuant to the Second Amendment, so long as no "Default" or "Event of
Default" exists under the Credit Agreement, the Company and A&F Management may:
o repurchase shares of Class A Common Stock of the Company for
cash in any amount, so long as no Loans (as defined in the
Credit Agreement) have been made pursuant to the Credit
Agreement; or
o if Loans have at any time been made, repurchase shares of
Class A Common Stock of the Company,
(a) in any fiscal year, in an aggregate amount not in
excess of 40% of "Consolidated Net Income" (as
defined in the Credit Agreement) for the immediately
preceding fiscal year less the aggregate amount of
any repurchases made in such fiscal year pursuant to
clause (b) below, plus
(b) an aggregate cumulative amount not in excess of
$250,000,000 less the aggregate cumulative amount of
any repurchases made pursuant to clause (a) above and
any repurchases made after September 15, 2004 and
prior to the making of Loans pursuant to the Credit
Agreement.
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As of September 15, 2004 and as of the date hereof, no Loans have been
made under the Credit Agreement. Letters of credit totaling approximately
$61.0 million were outstanding under the Credit Agreement at September 15,
2004; however, letters of credit are not considered to be "Loans" for purposes
of the Credit Agreement.
A copy of the Second Amendment is being filed as Exhibit 4 to this
Current Report on Form 8-K. The foregoing summary of the Second Amendment is
qualified in its entirety by reference to Exhibit 4.
Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The discussion of the Second Amendment entered into by the Company and
its subsidiary A&F Management as of September 15, 2004 is incorporated herein by
reference from "Item 1.01. Entry into a Material Definitive Agreement" of this
Current Report on Form 8-K.
Section 9 -- Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
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(c) Exhibits:
Exhibit No. Description
4 Second Amendment, dated as of September 15, 2004, to
the Credit Agreement, dated as of November 14, 2002
(the "Credit Agreement"), among Abercrombie & Fitch
Management Co., as Borrower; Abercrombie & Fitch Co.,
as Guarantor; the banks and other financial
institutions and entities from time to time party to
the Credit Agreement, as Lenders; and National City
Bank, as Administrative Agent
[Remainder of page intentionally left blank;
signature on following page.]
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SIGNATURE
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.
ABERCROMBIE & FITCH CO.
Dated: September 17, 2004 By: /s/ Susan J. Riley
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Susan J. Riley
Senior Vice President-Chief
Financial Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated September 17, 2004
Abercrombie & Fitch Co.
Exhibit No. Description
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4 Second Amendment, dated as of September 15, 2004, to the
Credit Agreement, dated as of November 14, 2002 (the "Credit
Agreement"), among Abercrombie & Fitch Management Co., as
Borrower; Abercrombie & Fitch Co., as Guarantor; the banks and
other financial institutions and entities from time to time
party to the Credit Agreement, as Lenders; and National City
Bank, as Administrative Agent
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