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
December 3, 2004
Date of Report (Date of earliest event reported): (November 29, 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
(State or other jurisdiction of (Commission File Number) (IRS Employer 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 previously disclosed in "Item 1.01. Entry into a Material Definitive
Agreement" of Abercrombie & Fitch Co.'s (the "Registrant's") Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 28, 2004
(the "October 28, 2004 Form 8-K"), on October 22, 2004, Thomas D. Mendenhall
("Mendenhall") accepted the Registrant's offer of employment to become Senior
Vice President & General Manager - Abercrombie & Fitch and abercrombie of the
Registrant. Mendenhall's first day of employment with the Registrant was
November 29, 2004 (the "Mendenhall Employment Date").
Mendenhall's compensatory arrangements with the Registrant are
summarized in the October 28, 2004 Form 8-K and the offer letter filed as
Exhibit 10.1 to the October 28, 2004 Form 8-K (the "Offer Letter").
As contemplated by the Offer Letter, on the Mendenhall Employment Date,
Mendenhall was granted a non-qualified stock option (the "Option") covering
75,000 shares of Class A Common Stock (the "Common Stock") of the Registrant
with an exercise price of $46.75, the closing price of the Registrant's Common
Stock on the New York Stock Exchange on the Mendenhall Employment Date. The
Option was granted under the 1998 Restatement of the 1996 Stock Option and
Performance Incentive Plan of the Registrant (the "1998 Stock Plan"), and will
expire on November 29, 2014, subject to the terms of the 1998 Stock Plan. The
Option will vest and become exercisable in four equal annual installments on the
first, second, third and fourth anniversaries of the Mendenhall Employment Date,
subject to Mendenhall's continued employment with the Registrant. Under the
terms of the 1998 Stock Plan, the Option will become fully exercisable upon the
occurrence of a defined change of control of the Registrant. If Mendenhall's
employment is terminated by reason of his total disability, the Option may
thereafter be exercised in full at any time during the first nine months that
Mendenhall receives benefits under the Registrant's long-term disability
program, subject to the Option's stated term. If Mendenhall's employment is
terminated by reason of death, the Option may thereafter be exercised in full by
his estate, or the person who acquires the right to exercise the Option by
bequest or inheritance, for a period of one year, subject to the Option's stated
term. If Mendenhall's employment is terminated for any other reason, the portion
of the Option vested and exercisable at the date of termination may be exercised
for a
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period of three months, subject to the Option's stated term. At the discretion
of the Compensation Committee of the Registrant's Board of Directors, the Option
may have a tax withholding feature.
Mendenhall was also granted 15,000 restricted shares of Common Stock
("Restricted Shares") on the Mendenhall Employment Date, as contemplated by the
Offer Letter. The Restricted Shares were granted under the Registrant's 2002
Stock Plan for Associates (the "2002 Stock Plan"), and will vest as to 10% on
November 29, 2005, as to 20% on November 29, 2006, as to 30% on November 29,
2007 and as to 40% on November 29, 2008, subject, in each case, to Mendenhall's
continued employment with the Registrant. Dividends will not be paid or accrue
and no voting rights will exist with respect to the Restricted Shares until they
vest. The Restricted Shares will be forfeited if Mendenhall terminates
employment with the Registrant for any reason other than death or total
disability prior to vesting. The Compensation Committee may, however, accelerate
vesting of the Restricted Shares upon Mendenhall's retirement. If Mendenhall
dies while employed by the Registrant or if his employment ceases as a result of
his becoming totally disabled, the Restricted Shares will vest in full. Under
the terms of the 2002 Stock Plan, the Restricted Shares will become fully vested
upon the occurrence of a defined change of control. At the discretion of the
Compensation Committee, the Restricted Shares may have a tax withholding
feature.
As disclosed in "Item 1.01. Entry into a Material Definitive Agreement"
of the October 28, 2004 Form 8-K, Mendenhall will be eligible to participate in
the Registrant's Incentive Compensation Performance Plan (the "Incentive
Compensation Plan") at a target payout level of 50% of his annual base salary,
with a maximum annual payout of 100% of his annual base salary. His first payout
under the Incentive Compensation Plan would occur in February 2005 in respect of
the Fall 2004 selling season net income results and will be prorated based on
the Mendenhall Employment Date.
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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: December 3, 2004 By: /s/ Susan J. Riley
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Susan J. Riley
Senior Vice President-Chief
Financial Officer
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