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): November 9, 2004
(November 8, 2004) ----------------
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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 jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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 2 - Financial Information
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Item 2.02. Results of Operations and Financial Condition.
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On November 9, 2004, Abercrombie & Fitch Co. ("A&F") issued a news
release (the "November 9, 2004 Release") reporting, among other things, results
for the thirteen weeks and the thirty-nine weeks ended October 30, 2004. A copy
of the November 9, 2004 Release is included as Exhibit 99 to this Current Report
on Form 8-K and incorporated herein by reference.
Section 8 - Other Events
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Item 8.01. Other Events
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In the November 9, 2004 Release, A&F also announced that its Board of
Directors had authorized the extension of A&F's stock repurchase program
announced on July 29, 2004 (the "Current Stock Repurchase Program"). Under the
extension of the Current Stock Repurchase Program, A&F is authorized to
repurchase up to 6,000,000 shares of A&F's Class A Common Stock (the "Extension
of the Stock Repurchase Program"), in addition to the 643,500 shares of Class A
Common Stock which remained available for repurchase under the Current Stock
Repurchase Program as of November 8, 2004.
In the November 9, 2004 Release, A&F also reported that on November 8,
2004, the Company signed a Consent Decree settling three related class action
diversity lawsuits, subject to judicial review and approval. The monetary terms
of the Consent Decree provide that the Company will pay an aggregate amount of
slightly less than $50 million to the class and for attorneys' fees, costs and
expenses of carrying out the settlement. As a result, the Company accrued a
non-recurring charge of $32.9 million, which was included in selling, general
and administrative expense. This is in addition to previously accrued amounts in
connection with this matter. As a consequence, reported net income per fully
diluted share in the third quarter was reduced by $0.22.
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Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
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Not applicable.
(b) Pro forma financial information:
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Not applicable.
(c) Exhibits:
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The following exhibit is included with this Current Report
on Form 8-K:
Exhibit No. Description
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99 News Release Issued by Abercrombie & Fitch Co. on
November 9, 2004
[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: November 9, 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 November 9, 2004
Abercrombie & Fitch Co.
Exhibit No. Description
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99 News Release Issued by Abercrombie & Fitch Co. on November 9, 2004
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