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): February 3, 2005
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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 (Commission (IRS Employer
of incorporation) File Number) 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 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
The form of Stock Unit Agreement entered into by Abercrombie & Fitch
Co. (the "Registrant") in order to evidence the automatic grants of stock units
made under the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate
Directors on January 31, 2005 and to be entered into by the Registrant in
respect of future automatic grants of stock units is filed as Exhibit 10.1 to
this Current Report on Form 8-K.
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
On February 3, 2005, the Registrant issued a news release reporting,
among other things, net sales for the four-week period ended January 29, 2005,
net sales for the fourth quarter (thirteen-week) period ended January 29, 2005,
and net sales for the fiscal year ended January 29, 2005. A copy of the February
3, 2005 news release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On February 3, 2005, the Registrant issued a news release reporting,
among other things, net sales for the four-week period ended January 29, 2005,
net sales for the fourth quarter (thirteen-week) period ended January 29, 2005
and net sales for the fiscal year ended January 29, 2005. A copy of the February
3, 2005 news release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
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
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10.1 Form of Stock Unit Agreement under the
Abercrombie & Fitch Co. 2003 Stock Plan for
Non-Associate Directors entered into by
Abercrombie & Fitch Co. in order to evidence
the automatic grants of stock units made on
January 31, 2005 and to be entered into by
Abercrombie & Fitch Co. in respect of future
automatic grants of stock units
99.1 News Release issued by Abercrombie & Fitch Co.
on February 3, 2005
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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: February 3, 2005 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 February 3, 2005
Abercrombie & Fitch Co.
Exhibit No. Description
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10.1 Form of Stock Unit Agreement under the Abercrombie & Fitch
Co. 2003 Stock Plan for Non-Associate Directors entered into
by Abercrombie & Fitch Co. in order to evidence the
automatic grants of stock units made on January 31, 2005 and
to be entered into by Abercrombie & Fitch Co. in respect of
future automatic grants of stock units
99.1 News Release issued by Abercrombie & Fitch Co. on February
3, 2005
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